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8-K - FORM 8-K - PMFG, Inc. | c22412e8vk.htm |
Exhibit 99.1
IMMEDIATE RELEASE
PMFG, Inc. (parent of Peerless Mfg. Co.) Reports Fourth Quarter and Fiscal Year 2011 Financial
Results
Dallas, Texas September 13, 2011 PMFG, Inc. (the Company) (NASDAQ: PMFG) today reported
financial results for the fourth quarter and fiscal year ended July 2, 2011.
Fourth Quarter Fiscal Year 2011 Compared to Fourth Quarter Fiscal Year 2010
Revenue in the fourth quarter of fiscal 2011 increased $5.9 million or 20.4% largely on the
strength of non-power related environmental projects completed or in process during the fourth
quarter, as well as growth in international sales. Domestically, product demand has been dampened
by limited capital spending in the area of power generation and natural gas infrastructure, as well
as delays in environmental regulations. Internationally, the demand for new power generation and
natural gas infrastructure is outpacing the United States, particularly in China, India, and the
Middle East. Revenue from international customers increased $1.8 million or 14.1% in the quarter
compared to the prior year.
While gross profit increased modestly in the quarter to $10.8 million, the gross margin declined as
a percent of revenue from 37.4% to 31.4%. Gross profit was impacted by the mix of projects in the
quarter, as well as the continued competitive pricing pressure noted within the United States.
Domestically, we continue to experience competitive behavior that is accepting lower margins in an
effort to maintain or increase volume.
Operating expenses, excluding a non-cash impairment charge on certain intangible assets, increased
$1.0 million or 10.9% on higher employee-related costs, professional fees, and treasury-related
costs, as well as increased costs related to foreign offices. In connection with its annual
evaluation, the Company recorded a non-cash impairment charge of $3.6 million resulting from the
reduction in estimated fair value of certain intangible assets acquired in the 2008 acquisition of
Nitram Energy Inc. and Subsidiaries.
Excluding the impact of the non-cash impairment charge, operating income decreased $0.9 million to
$0.8 million in the quarter compared to the prior year.
Interest expense declined 54% in the quarter to $0.4 million on lower average balances outstanding.
Convertible redeemable preferred shares issued in September 2009 were voluntarily converted to
common stock in fiscal 2011. As such, the impact of the change in the fair value of the derivative
liability decreased significantly in the fourth quarter of fiscal 2011 compared to the prior year.
The Company recorded a tax benefit of $2.7 million in the fourth quarter reflecting the tax benefit
related to a non-cash impairment charge, as well as the recognition of anticipated benefits from
certain available tax credits.
Net income attributable to PMFG, Inc. common stockholders was $25,000, an increase of $2.3 million,
or $0.15 per diluted share from the prior year. On a non-GAAP basis, the net income attributable to
PMFG common shareholders was $2.1 million or $0.12 per diluted share compared to a net loss of
$300,000 or $(0.02) per diluted share in the prior year. Calculations of non-GAAP results are shown
in the tables accompanying this release.
Reporting Segments
Our Process Products segment reported revenue of $24.0 million; essentially flat in comparison to
the prior year. Operating income decreased $1.3 million or 30% to $3.0 million in the quarter
compared to the prior year. The decline in operating income is attributed primarily to a decline in
gross profit.
Our Environmental segment revenue more than doubled in the quarter from the prior year increasing
$6.0 million to $10.6 million. Operating income increased $1.5 million to $2.5 million in the
quarter as a result of the increased revenue.
YTD Fiscal Year 2011 Compared to YTD Fiscal Year 2010
Revenue in fiscal 2011 increased $5.0 million or 4.3% to $121.8 million compared to $116.8 million
in the prior year on the strength of non-power related environmental projects completed or in
process during the year, as well as growth in international sales. Revenue from international
customers increased $5.6 million or 13.7% compared to the prior year.
Gross profit declined in fiscal 2011 by $4.0 million or 9.5% to $38.4 million compared to $42.4
million in the prior year. The gross margin declined as a percent of revenue from 36.3% to 31.5%.
Gross profit was impacted by the mix of projects, as well as the continued competitive pricing
pressure noted within the United States.
Operating expenses, excluding a non-cash impairment charge on certain intangible assets, increased
$3.0 million or 8.8% on higher employee-related costs, professional fees, and treasury-related
costs, as well as increased costs related to foreign offices.
Excluding the impact of the non-cash impairment charge, operating income decreased $7.0 million to
$1.3 million compared to the prior year.
Interest expense declined 31% in the fiscal year to $2.3 million on lower average balances
outstanding. The impact of the change in fair value of derivative liability resulting from the
issuance of the convertible redeemable preferred shares issued in September 2009 was significant in
both fiscal 2011 and 2010. A change in fair value of derivative liability resulted in income of
$6.7 million in fiscal 2011 compared to a loss of $6.7 million in fiscal 2010. In fiscal 2010, the
Company recorded a loss on extinguishment of debt totaling $1.3 million.
Net income attributable to PMFG, Inc. common stockholders was $5.0 million, or $0.28 per diluted
share, an increase of $10.2 million, or $0.66 per diluted share from the prior year. On a non-GAAP
basis, net income attributable to PMFG common shareholders was $0.7 million or $0.04 per diluted
share compared to net income of $2.3 million or $0.14 per diluted share in the prior year.
Calculations of non-GAAP results are shown in the tables accompanying this release.
Reporting Segments
Our Process Products segment revenue decreased $1.2 million or 1.3% to $88.9 million compared to
$90.1 million in the prior year. Operating income decreased $4.5 million or 27.6% to $11.8 million compared
to $16.3 million in the prior year. The decline in operating income is attributed primarily to a
decline in gross profit, as well as higher sales and engineering costs.
Our Environmental segment revenue increased $6.2 million or 23.3% to $32.9 million compared to
$26.7 million in the prior year. Operating income decreased $0.8 million to $6.2 million compared to $7.0
million in the prior year. The decline in operating income is attributed primarily to a decline in
gross profit.
Financial Condition and Cash Flows
At July 2, 2011, the Company reported $19.5 million of cash and cash equivalents, including $6.6
million of cash and cash equivalents which is restricted as security for outstanding letters of
credit, $12.6 million of debt, total assets of $140.7 million, net working capital, excluding the
current portion of long-term debt of $46.5 million and a current ratio of 2.3 to 1.0. The backlog
at July 2, 2011 was $89 million compared to $96 million at June 30, 2010.
Unrestricted cash and cash equivalents decreased $11.4 million during fiscal 2011 compared to an
increase of $6.5 million in fiscal 2010. For fiscal year 2011, cash flows included $1.3 million
provided by operating activities, ($5.9) million used in investing activities, ($0.4) million
increase in restricted cash and cash equivalents, ($7.4) million used in financing activities and
$1.0 million effect of exchange rate changes on cash.
Industry Conditions and Forward Outlook
Peter J. Burlage, Chief Executive Officer, stated, Revenue recognized in the fourth quarter of
fiscal 2011 is the highest quarterly revenue since the fourth quarter of fiscal 2009 and is the
third consecutive quarter of year over year revenue growth. Despite the impact of political unrest
in the Middle East and North Africa, as well as challenges in the global economic environment, our
focus on international opportunities contributed significantly to the revenue growth in the fourth
quarter and fiscal year 2011 compared to the prior year. We continue to build a strong foundation
in China and other emerging economies and believe our long history and established position within
the nuclear power generation industry has led to new order flow supporting the safety and
reliability of existing operating reactors, as well as new build. Domestically, we experienced
sluggish demand for new or replacement equipment in the energy markets throughout fiscal 2011. The
decreased demand in turn has contributed to increased competitive pressure as companies are
accepting lower profit margin to win new projects. While we continue
to exercise discipline in project selection, this competitive market activity contributed to the decline in our gross profit
margin throughout fiscal 2011 and the decline in backlog as of July 2, 2011.
Looking ahead, uncertainties around the timing and pace of the global economic recovery, and in
particular the United States, will likely dampen product demand through the balance of calendar
2011. Leading indicators such as expectations surrounding power construction, the US Industrial
Production index, and natural gas futures all point to increasing domestic demand in calendar 2012.
While domestic quote activity has slowed over recent months, quote activity outside of the United
States remains strong. Our backlog was approximately $89 million as of July 2, 2011 down
approximately $4 million from the end of the third quarter of fiscal 2011. We estimate that
approximately 80% of the backlog at July 2, 2011 will be recognized as revenue in fiscal 2012 and
that gross margins on the projects included in this backlog are expected to be in line with recent
gross margins. In the short term, we expect to see continued growth in the emerging economies.
Longer term, we remain confident in both of our business segments based on the projected future
increases in worldwide clean energy demand and our expectations for energy infrastructure project
growth. It is important to note that our bookings performance this quarter was accomplished without
any large project orders, which reinforces our market view.
In the first quarter of fiscal 2011, we announced a license agreement with CEFCO Global Clean
Energy, LLC to manufacture an innovative technology solution to be used in the selective capture
and removal of NOx, SOx, CO2 and Particulate (PM). This technology is expected to complement our
Environmental Systems portfolio and is in line with our strategy to strengthen the Companys
position as a leader in Safe, Efficient, and Clean energy solutions. We expect this initiative, if
successful, to greatly enhance our overall capabilities, especially in solid fuel applications, and
make important contributions to future revenue growth and profitability. We have achieved
measurable success on selective components of the CEFCO aerodynamic reactor and are continuing to
test the balance of the selective capturing process. We currently do not expect to report material
revenue related to this technology until fiscal 2013.
Conference Call
Peter Burlage, Chief Executive Officer, and Ron McCrummen, Chief Financial Officer, will discuss
the Companys financial results for the fourth quarter and fiscal year ended July 2, 2011 and the
outlook for future periods, during a conference call scheduled for Tuesday, September 13 at 10:00
a.m. ET.
Stockholders and other interested parties may participate in the conference call by dialing +1 866
202 1971 (domestic) or +1 617 213 8842 (international) and entering access code 33016038, a few
minutes before 10:00 a.m. ET on September 13, 2011. The call also will be broadcast live on the
Internet at www.streetevents.com, www.fulldisclosure.com and www.peerlessmfg.com.
A replay of the conference call will be accessible two hours after its completion through September
20, 2011 by dialing +1 888 286 8010 (domestic) or +1 617 801 6888 (international) and entering
access code 19578286. The call also will be archived for 30 days at www.streetevents.com,
www.fulldisclosure.com and www.peerlessmfg.com.
About PMFG
We are a leading provider of custom engineered systems and products designed to help ensure that
the delivery of energy is safe, efficient and clean. We primarily serve the markets for power
generation, natural gas infrastructure and petrochemical processing. Headquartered in Dallas,
Texas, we market our systems and products worldwide.
Safe Harbor Under The Private Securities Litigation Reform Act of 1995
Certain statements contained in this press release that are not historical facts are
forward-looking statements that involve a number of known and unknown risks, uncertainties and
other factors that could cause the actual results to be materially different from those expressed
or implied by such forward-looking statements. The words anticipate, preliminary, expect,
believe, intend and similar expressions identify forward-looking statements. The Private
Securities Litigation Reform Act of 1995 provides a safe harbor for these forward-looking
statements. In order to comply with the terms of the safe harbor, the Company notes that a variety
of factors could cause actual results to differ materially from the anticipated results expressed
in these forward-looking statements. The risks and uncertainties that may affect the Companys
results include the growth rate of the Companys revenue and market share; the receipt of new, and
the non-termination of existing, contracts; the Companys ability to effectively manage its
business functions while growing its business in a rapidly changing environment; the Companys
ability to achieve financial and nonfinancial covenants and requirements of our debt agreements;
the Companys ability to adapt and expand its services in such an environment; the quality of the
Companys plans and strategies; and the Companys ability to execute such plans and strategies.
Other important information regarding factors that may affect the Companys future performance is
included in the public reports that the Company files with the Securities and Exchange Commission,
including the information under Item 1A. Risk Factors in our Annual Report on Form 10-K for the
fiscal year ended July 2, 2011. The Company undertakes no obligation to update any forward-looking
statements to reflect events or circumstances occurring after the date of this release, or to
reflect the occurrence of other events. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this release. The inclusion of any
statement in this release does not constitute an admission by the Company or any other person that
the events or circumstances described in such statement are material.
For Further Information Contact:
Mr. Peter J. Burlage, Chief Executive Officer
Mr. Ronald L. McCrummen, Chief Financial Officer
PMFG, Inc.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
Phone: (214) 353-5545
Fax: (214) 351-4172
www.peerlessmfg.com
Mr. Ronald L. McCrummen, Chief Financial Officer
PMFG, Inc.
14651 North Dallas Parkway, Suite 500
Dallas, Texas 75254
Phone: (214) 353-5545
Fax: (214) 351-4172
www.peerlessmfg.com
or
Kevin McGrath
Cameron Associates
(212) 245-4577
Kevin@cameronassoc.com
Cameron Associates
(212) 245-4577
Kevin@cameronassoc.com
PMFG, Inc.
Condensed Financial Information
(In thousands, except per share amounts)
Condensed Financial Information
(In thousands, except per share amounts)
Three Months Ended July 2, | Three Months Ended June 30, | |||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Operating Results | GAAP | Adjustments | Non-GAAP | GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
Revenues |
$ | 34,554 | $ | | $ | 34,554 | $ | 28,694 | $ | | $ | 28,694 | ||||||||||||
Cost of goods sold |
23,710 | | 23,710 | 17,971 | | 17,971 | ||||||||||||||||||
Gross profit |
10,844 | | 10,844 | 10,723 | | 10,723 | ||||||||||||||||||
Operating expenses |
13,608 | (3,551 | ) | 10,057 | 9,066 | | 9,066 | |||||||||||||||||
Operating income |
(2,764 | ) | 3,551 | 787 | 1,657 | | 1,657 | |||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Interest income |
11 | | 11 | 5 | | 5 | ||||||||||||||||||
Interest expense |
(421 | ) | | (421 | ) | (905 | ) | | (905 | ) | ||||||||||||||
Foreign exchange gain (loss) |
182 | | 182 | (515 | ) | | (515 | ) | ||||||||||||||||
Change in fair value of derivative liability |
262 | (262 | ) | | (1,992 | ) | 1,992 | | ||||||||||||||||
Other income (expense) |
20 | | 20 | (223 | ) | | (223 | ) | ||||||||||||||||
Income tax benefit (expense) |
2,733 | (1,207 | ) | 1,526 | 67 | | 67 | |||||||||||||||||
Net earnings (loss) |
$ | 23 | $ | 2,082 | $ | 2,105 | $ | (1,906 | ) | $ | 1,992 | $ | 86 | |||||||||||
Less net earnings (loss) attributable to
noncontrolling interest |
(7 | ) | | (7 | ) | 58 | | 58 | ||||||||||||||||
Net earnings (loss) attributible to PMFG |
$ | 30 | $ | 2,082 | $ | 2,112 | $ | (1,964 | ) | $ | 1,992 | $ | 28 | |||||||||||
Dividends on preferred stock |
(5 | ) | | (5 | ) | (316 | ) | | (316 | ) | ||||||||||||||
Income (loss) applicable to PMFG common stockholders |
$ | 25 | $ | 2,082 | $ | 2,107 | $ | (2,280 | ) | $ | 1,992 | $ | (288 | ) | ||||||||||
Basic earnings per share |
$ | 0.00 | $ | 0.12 | $ | 0.12 | $ | (0.15 | ) | $ | 0.14 | $ | (0.02 | ) | ||||||||||
Diluted earnings per share |
$ | 0.00 | $ | 0.12 | $ | 0.12 | $ | (0.15 | ) | $ | 0.14 | $ | (0.02 | ) | ||||||||||
Weighted-average shares outstanding |
||||||||||||||||||||||||
Basic |
17,589 | 17,589 | 17,589 | 14,733 | 14,733 | 14,733 | ||||||||||||||||||
Diluted |
18,251 | 18,251 | 18,251 | 14,733 | 14,733 | 14,733 |
Twelve Months Ended July 2, | Twelve Months Ended June 30, | |||||||||||||||||||||||
2011 | 2010 | |||||||||||||||||||||||
Operating Results | GAAP | Adjustments | Non-GAAP | GAAP | Adjustments | Non-GAAP | ||||||||||||||||||
Revenues |
$ | 121,794 | $ | | $ | 121,794 | $ | 116,775 | $ | | $ | 116,775 | ||||||||||||
Cost of goods sold |
83,387 | | 83,387 | 74,340 | | 74,340 | ||||||||||||||||||
Gross profit |
38,407 | | 38,407 | 42,435 | | 42,435 | ||||||||||||||||||
Operating expenses |
40,634 | (3,551 | ) | 37,083 | 34,087 | | 34,087 | |||||||||||||||||
Operating income |
(2,227 | ) | 3,551 | 1,324 | 8,348 | | 8,348 | |||||||||||||||||
Other income (expense): |
||||||||||||||||||||||||
Interest income |
35 | | 35 | 28 | | 28 | ||||||||||||||||||
Interest expense |
(2,337 | ) | | (2,337 | ) | (3,368 | ) | | (3,368 | ) | ||||||||||||||
Loss on extinguishment of debt |
| | | (1,303 | ) | 1,303 | | |||||||||||||||||
Foreign exchange gain (loss) |
606 | | 606 | 463 | | 463 | ||||||||||||||||||
Change in fair value of derivative liability |
6,681 | (6,681 | ) | | (6,681 | ) | 6,681 | | ||||||||||||||||
Other income (expense) |
20 | | 20 | (454 | ) | | (454 | ) | ||||||||||||||||
Income tax benefit (expense) |
3,083 | (1,207 | ) | 1,876 | (1,215 | ) | (456 | ) | (1,671 | ) | ||||||||||||||
Net earnings (loss) |
$ | 5,861 | $ | (4,337 | ) | $ | 1,524 | $ | (4,182 | ) | $ | 7,528 | $ | 3,346 | ||||||||||
Less net earnings (loss) attributable to
noncontrolling interest |
112 | | 112 | (19 | ) | | 19 | |||||||||||||||||
Net earnings (loss) attributible to PMFG |
$ | 5,749 | $ | (4,337 | ) | $ | 1,412 | $ | (4,163 | ) | $ | 7,528 | $ | 3,327 | ||||||||||
Dividends on preferred stock |
(722 | ) | | (722 | ) | (1,044 | ) | | (1,044 | ) | ||||||||||||||
Income (loss) applicable to PMFG common stockholders |
$ | 5,027 | $ | (4,337 | ) | $ | 690 | $ | (5,207 | ) | $ | 7,528 | $ | 2,321 | ||||||||||
Basic earnings per share |
$ | 0.29 | $ | (0.25 | ) | $ | 0.04 | $ | (0.38 | ) | $ | 0.53 | $ | 0.15 | ||||||||||
Diluted earnings per share |
$ | 0.28 | $ | (0.24 | ) | $ | 0.04 | $ | (0.38 | ) | $ | 0.52 | $ | 0.14 | ||||||||||
Weighted-average shares outstanding |
||||||||||||||||||||||||
Basic |
16,091 | 16,091 | 16,091 | 13,716 | 15,863 | 15,863 | ||||||||||||||||||
Diluted |
16,662 | 16,662 | 16,662 | 13,716 | 16,244 | 16,244 |
July 2, | June 30, | |||||||
Condensed Balance Sheet Information | 2011 | 2010 | ||||||
Current assets |
$ | 81,139 | $ | 82,306 | ||||
Non-current assets |
59,570 | 60,775 | ||||||
Total assets |
$ | 140,709 | $ | 143,081 | ||||
Current liabilities |
$ | 37,231 | $ | 34,306 | ||||
Long term debt |
9,971 | 16,221 | ||||||
Other non current liabilities |
8,466 | 35,407 | ||||||
Total equity |
85,041 | 57,147 | ||||||
Total liabilities and equity |
$ | 140,709 | $ | 143,081 | ||||
STATEMENT REGARDING NON-GAAP RESULTS
PMFG, Inc. has provided a reconciliation of non-GAAP measures in order to provide the users of this
financial information with a better understanding of the impact on our financial results resulting
from the loss on the impairment of intangible assets in fiscal 2011, the issuance of preferred
stock and related fair value adjustment to the derivative liability in fiscal 2011 and 2010, and
the loss on the extinguishment of debt related to unamortized debt issuance costs on our retired
subordinated term debt in fiscal 2010. Management believes that excluding these items from the
Companys financial results provides investors with a clearer perspective of the current underlying
operating performance of the Company, a clearer comparison between results in different periods and
greater transparency regarding supplemental information used by management in its financial and
operational decision making. These non-GAAP measures are not measurements under accounting
principles generally accepted in the United States. These measures should be considered in addition
to, but not as a substitute for, the information contained in our financial statements prepared in
accordance with GAAP.