FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Quarterly Period ended April 1, 1995
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the Transition Period From ______________ to _______________
Commission File No. 0-4723
FARR COMPANY
(Exact name of registrant as specified in its charter)
Delaware 95-1288401
(State of other jurisdiction of (I.R.S. Employer I.D. No.)
incorporation or organization)
2221 Park Place, El Segundo, California 90245
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (310) 536-6300
_______________________________________________________________
Prior name, address & fiscal year if changed since last report
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(D) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [x] No [ ]
3,788,586
Number of shares of registrants common stock outstanding as of
close of the period covered by this report.
<PAGE>
PART I - FINANCIAL INFORMATION
FARR COMPANY AND SUBSIDIARIES
INDEX TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 1, 1995
INTRODUCTION
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Balance Sheets - April 1, 1995 and December 31, 1994
Income Statements for the three months ended April 1, 1995
and April 2, 1994
Statements of Cash Flows for the three months ended April 1, 1995
and April 2, 1994
Notes to Condensed Consolidated Financial Statements
MANAGEMENT'S DISCUSSION AND ANALYSIS
<PAGE>
FARR COMPANY AND SUBSIDIARIES
INTRODUCTION TO
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 1, 1995
The Condensed Consolidated Financial Statements included
herein have been prepared by the Company, without audit, and
include all adjustments which are, in the opinion of management,
necessary for a fair presentation of the financial position as of
April 1, 1995 and the results of operations for the three months
ended April 1, 1995 and April 2, 1994 pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in
financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations although the Company
believes that the disclosures are adequate to make the
information presented not misleading. These condensed financial
statements should be read in conjunction with the consolidated
financial statements and notes thereto included in the Company's
latest annual report on Form 10-K.
<PAGE>
<TABLE>
FARR COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
Assets
<CAPTION>
(Unaudited)
April 1,1995 December 31,1994
------------ ------------
<S> <C> <C>
Current Assets:
Cash and cash equivalents $810,000 $127,000
Accounts receivable, less
allowances of $271,000 in 1995
and $266,000 in 1994 18,756,000 21,011,000
Inventories 15,060,000 14,655,000
Prepaid expenses 716,000 597,000
Asset held for sale 2,083,000 2,083,000
Deferred tax benefit 1,407,000 1,602,000
------------ ------------
Total Current Assets 38,832,000 40,075,000
------------ ------------
Property, Plant and Equipment at Cost
Land 2,097,000 2,092,000
Buildings and improvements 14,922,000 14,879,000
Machinery and equipment 34,023,000 33,766,000
------------ ------------
51,042,000 50,737,000
Less-accumulated depreciation and amortization
33,459,000 32,807,000
------------ ------------
17,583,000 17,930,000
Investments & Other 951,000 1,264,000
------------ ------------
$57,366,000 $59,269,000
============ ============
<FN>
The accompanying notes are an integral part of these balance sheets.
</FN>
</TABLE>
<TABLE>
Liabilities & Stockholders' Investment
(Unaudited)
April 1,1995 December 31,1994
------------- -------------
<S> <C> <C>
Current Liabilities:
Current portion of long-term debt $2,012,000 $2,012,000
Accounts payable 8,647,000 8,326,000
Accrued liabilities 7,561,000 7,692,000
Income taxes payable and deferred taxes 367,000 263,000
------------ ------------
Total Current Liabilities 18,587,000 18,293,000
------------ ------------
Long-Term Debt 15,731,000 18,957,000
Deferred Income Taxes 847,000 847,000
Commitments and Contingencies
Stockholders' Investment:
Common stock, $.10 par value--
Authorized--10,000,000 shares
Outstanding--3,788,586 shares at
April 1, 1995, and 3,782,806
shares at December 31, 1994 368,000 368,000
Additional paid-in capital 12,149,000 12,005,000
Cumulative translation adjustments (1,595,000) (1,847,000)
Retained earnings 11,914,000 11,281,000
Loan to ESOPs (635,000) (635,000)
------------ ------------
Total Stockholders' Investment 22,201,000 21,172,000
------------ ------------
$57,366,000 $59,269,000
============ ============
<FN>
The accompanying notes are an integral part of these balance sheets.
</FN>
</TABLE>
<TABLE>
FARR COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED INCOME STATEMENTS
(Unaudited)
<CAPTION>
Three Months Ended
----------- -----------
Apr. 1,1995 Apr. 2,1994
----------- -----------
<S> <C> <C>
Net Sales $27,253,000 $25,171,000
----------- -----------
Costs and Expenses:
Cost of Sales 20,857,000 20,295,000
Selling, General and Administrative 4,833,000 4,922,000
Interest Expense 565,000 557,000
----------- -----------
Total Costs and Expenses 26,255,000 25,774,000
----------- -----------
Income (Loss) Before Income Taxes 998,000 (603,000)
Income Taxes Provision (Benefit) 365,000 (188,000)
----------- -----------
Net Income (Loss) $633,000 ($415,000)
=========== ===========
Earnings(Loss) per Common Share* $0.17 ($0.11)
=========== ===========
<FN>
* Based upon 3,682,943 and 3,678,152 average shares outstanding in 1995
and 1994, respectively.
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<TABLE>
FARR COMPANY AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
<CAPTION>
Year-to-Date
--------------------------
Cash provided by (used in): Apr. 1, 1995 Apr. 2, 1994
------------ ------------
<S> <C> <C>
OPERATING ACTIVITIES
Net Income (Loss) $633,000 ($415,000)
Adjustments to reconcile net income (loss)
to net cash (used in) provided by operating
activities:
Depreciation and amortization 764,000 777,000
Provision for loss on accounts receivable 37,000 44,000
Change in deferred income taxes 206,000
Net loss on sale/retirement of P,P & E (20,000) 4,000
Net gain from investments (115,000)
Decrease in inventories (332,000) 174,000
Decrease(Increase) in receivables
and prepaid expenses 2,277,000 1,227,000
(Decrease)increase in accounts
payable & accrued expense 142,000 (1,153,000)
Net change in current income taxes
receivable and payable 36,000 (456,000)
Exchange (gain) loss 13,000 (223,000)
------------ ------------
Net Cash Provided By (Used In)
Operating Activities: 3,641,000 (21,000)
------------ ------------
INVESTING ACTIVITIES
Purchases of property, plant and equipment (252,000) (214,000)
Proceeds from sale of property, plant
and equipment 20,000
Proceeds from sale of investments 497,000
------------ ------------
Net Cash Provided By (Used In)
Investing Activities: 265,000 (214,000)
------------ ------------
FINANCING ACTIVITIES
Proceeds from revolving line of credit,
and long-term borrowings 20,463,000
Principal payments on revolving line of credit
and long-term debt borrowings & overdrafts (3,194,000) (20,252,000)
Proceeds from sale of stock, stock option plans 145,000
Deferred financing costs (460,000)
Long-term note receivable (174,000)
------------ ------------
Net Cash Used By Financing Activities: (3,223,000) (249,000)
------------ ------------
Effect of Exchange Rate Changes on Cash 0 (11,000)
Increase (decrease) in Cash and Cash Equivalents 683,000 (495,000)
Cash and Cash Equivalents at Beginning of Period 127,000 671,000
------------ ------------
Cash and Cash Equivalents at End of Period: $810,000 $176,000
============ ============
<FN>
The accompanying notes are an integral part of these statements.
</FN>
</TABLE>
<PAGE>
FARR COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
APRIL 1, 1995
(Unaudited)
1. Significant Accounting Policies
2. Restricted Cash
3. Inventories
4. Restructuring Costs
5. Extraordinary Item
6. Common Stock
7. Notes Payable and Long-Term Debt
8. Income Taxes
9. Employee Benefit Plans
10. Stock Options
11. Per Share Amounts
12. Commitments and Contingencies
13. Segment Information
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS
FINANCIAL CONDITION
As of April 1, 1995, working capital was $20,245,000 compared to
$21,782,000 at the end of 1994, representing a $1,537,000
decrease in total working capital during the first quarter of
1995. The primary components of the change in working capital
during the first quarter were decreases in accounts receivable
($2,255,000) and a partially offsetting increase in cash and cash
equivalents ($683,000).
The decrease in accounts receivable reflects improvement in
collections compared to the fourth quarter of 1994 as a result of
increased emphasis being placed on asset management.
Long-term debt decreased $3,226,000 during the first quarter
primarily due to the Company's decrease in working capital
requirements, increase in net income and low level of capital
spending. Surplus borrowing availability under the Company's domestic
revolving credit facility at the end of the first quarter was
approximately $6 million.
Capital expenditures of $252,000 during the first quarter
increased over the same period last year by $38,000. Overall,
capital expenditures continue to be maintained at low levels
commensurate with lender financial covenants and to conserve cash
resources.
Current debt maturities and operating capital requirements of the
Company are anticipated to be provided through cash flows
generated from operating activities and borrowing availability
under the Company's domestic revolving credit facility.
RESULTS OF OPERATIONS
Sales for the first quarter of 1995 were $27,253,000 compared to
$25,171,000 for the same period last year. The improvement in sales
was primarily attributed to the Company's domestic markets for
commercial, industrial, engine and railroad products while
somewhat offset by a softening of sales in the international
markets.
The Company recorded net income of $633,000 during the first
quarter of 1995 compared to a loss of $415,000 for the same
period a year ago. The year to year improvement of $1,048,000
resulted largely from sales increases and numerous cost savings
from improved operations. Cost savings were realized primarily from
the benefits from the Rialto, California plant closure that are now
being realized along with benefits gained from various production
efficiencies and improved asset utilization strategies.
The Company's strategy continues to focus on the improvement of sales,
customer service, delivery times, cost controls and development of new
products. The Company has experienced price pressures in purchased
commodities such as pulp and metal, which it expects to continue in the
second quarter. The Company also is continuing to focus on improving
operations at the Holly Springs facility, which have shown steady
improvement.
The first quarter ended with a consolidated backlog of
$17,661,000, an increase from January 1, of $4,206,000 which is
very encouraging. This sharp increase came primarily in the
North American market from the engineered systems, commercial and
industrial market segments.
<PAGE>
Item 6.a. EXHIBITS - Earnings per share calculation
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------
EARNINGS April 1, 1995 April 2, 1994
------------- -------------
<S> <C> <C>
Net income (loss) $633,000 ($415,000)
=========== ===========
Shares
Weighted average number of
common shares outstanding 3,682,943 3,678,152
=========== ===========
Earnings per share
Net income (loss) per common share $ 0.17 ($ 0.11)
=========== ===========
EARNINGS ASSUMING FULL DILUTION
Net income (loss) $633,000 ($415,000)
=========== ===========
Shares
Weighted average number of
common shares outstanding 3,682,943 3,678,152
=========== ===========
Assuming exercise of options
reduced by the number of
shares which could have been
purchased with the proceeds
from exercise of such options 4,057
------------ -----------
3,687,000 3,678,152
============ ===========
Earnings per share
Net income (loss) per common share
assuming full dilution $0.17 ($0.11)
============ ===========
</TABLE>
<PAGE>
<TABLE>
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3.1 Certificate of Incorporation of Registrant as currently in
effect. Filed as Exhibit 3.1 to Annual Report on Form 10-K
for the year ended January 2, 1988, and incorporated herein
by this reference.
3.2 Amended By-Laws of Registrant as currently in effect. Filed
as Exhibit 3.2 to Annual Report on Form 10-K for the year
ended January 2, 1988, and incorporated herein by this
reference.
4.7 Loan Agreement by and between City of Jonesboro, Arkansas
and Farr Company dated as of December 1, 1985 in connection
with Jonesboro, Arkansas Industrial Bond Financing. Filed
as Exhibit 4.7 to Annual Report Form 10-K for the year ended
December 28, 1985 and incorporated herein by this reference.
4.8 Indenture of Trust between the City of Jonesboro, Arkansas
and First Commercial Bank, National Association dated
December 1, 1985 in connection with Jonesboro, Arkansas
Industrial Revenue Bond Financing. Filed as Exhibit 4.8 to
Annual Report on Form 10-K for the year ended December 28,
1985 and incorporated herein by this reference.
4.9 Letter of Credit No. 111545 dated as of December 27, 1985 in
favor of First Commercial Bank, National Association in
connection with Jonesboro, Arkansas Industrial Revenue Bond
Financing. Filed as Exhibit 4.9 to Annual Report on Form
10-K for the year ended December 28, 1985 and incorporated
herein by this reference.
4.10 Reimbursement Agreement between Farr Company and Bank of
America NT & SA (formerly Security Pacific National Bank)
dated as of December 1, 1985 in connection with Jonesboro,
Arkansas Industrial Revenue Bond Financing. Filed as
Exhibit 4.10 to Annual Report Form 10-K for the year ended
December 28, 1985 and incorporated herein by this reference.
4.11 First Amendment, dated as of April 1, 1986, to Reimbursement
Agreement between Farr Company and Bank of America NT & SA
(formerly Security Pacific National Bank) in connection with
Jonesboro, Arkansas Industrial Revenue Bond Financing.
Filed as Exhibit 4.11 to Annual Report Form 10-K for the
year ended January 3, 1987 and incorporated herein by this
reference.
</TABLE>
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4.12 Second Amendment, dated as of July 15, 1986, to
Reimbursement Agreement between Farr Company and Bank of
America NT & SA (formerly Security Pacific National Bank) in
connection with Jonesboro, Arkansas Industrial Revenue Bond
Financing. Filed as Exhibit 4.12 to Annual Report Form 10-K
for the year ended January 3, 1987 and incorporated herein
by this reference.
4.13 Third Amendment, dated as of August 1, 1986, to
Reimbursement Agreement between Farr Company and Bank of
America NT & SA (formerly Security Pacific National Bank) in
connection with Jonesboro, Arkansas Industrial Revenue Bond
Financing. Filed as Exhibit 4.13 to Annual Report Form 10-K
for the year ended January 3, 1987 and incorporated herein
by this reference.
4.14 Fourth Amendment, dated as of November 15, 1986, to
Reimbursement Agreement between Farr Company and Bank of
America NT & SA (formerly Security Pacific National Bank) in
connection with Jonesboro, Arkansas Industrial Revenue Bond
Financing. Filed as Exhibit 4.14 to Annual Report Form 10-K
for the year ended January 3, 1987 and incorporated herein
by this reference.
4.25 Fifth Amendment, dated December 30, 1987, to Reimbursement
Agreement between Farr Company and Bank of America NT & SA
(formerly Security Pacific National Bank) in connection with
Jonesboro, Arkansas Industrial Revenue Bond Financing.
Filed as Exhibit 4.25 to Annual Report on Form 10-K for the
year ended January 2, 1988 and incorporated herein by this
reference.
4.29 Sixth Amendment, dated December 1, 1989, to Reimbursement
Agreement between Farr Company and Bank of America NT & SA
(formerly Security Pacific National Bank) in connection with
Jonesboro, Arkansas Industrial Revenue Bond Financing.
Filed as Exhibit 4.29 to Annual Report on Form 10-K for the
year ended December 30, 1989 and incorporated herein by this
reference.
4.31 Rights Agreement, dated as of April 3, 1989, between Farr
Company and Bank of America NT & SA (formerly Security
Pacific National Bank). Filed as Exhibit 1 on Form 8-K
dated April 18, 1989 and incorporated herein by this
reference.
4.33 Seventh Amendment dated as of April 3, 1991 to Reimbursement
Agreement between Farr Company and Bank of America NT & SA
(formerly Security Pacific National Bank) in connection with
Jonesboro, Arkansas Industrial Revenue Bond Financing.
Filed as Exhibit 4.33 on Form 8-K dated April 17, 1991 and
incorporated herein by this reference.
</TABLE>
<PAGE>
<TABLE>
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4.37 Loan Agreement by and between the Mississippi Business
Finance Corporation and Farr Company dated July 1, 1991, in
connection with Holly Springs, Mississippi Industrial
Development Revenue Bond Financing. Filed as Exhibit 4.37
on Form 10-K dated December 28, 1991 and incorporated herein
by this reference.
4.38 Trust Indenture between the Mississippi Business Finance
Corporation and Farr Company dated July 1, 1991, in
connection with Holly Springs, Mississippi Industrial
Development Revenue Bond Financing. Filed as Exhibit 4.38
on Form 10-K dated December 28, 1991 and incorporated herein
by this reference.
4.39 Letter of Credit No. 910809-IS-284-LA dated August 15, 1991,
in favor of First Tennessee Bank National Association in
connection with Holly Springs, Mississippi Industrial
Development Revenue Bond Financing. Filed as Exhibit 4.39
on Form 10-K dated December 28, 1991 and incorporated herein
by this reference.
4.40 Reimbursement Agreement between Farr Company and Bank of
America NT & SA (formerly Security Pacific National Bank)
dated as of August 15, 1991, in connection with Holly
Springs, Mississippi Industrial Development Revenue Bond
Financing. Filed as Exhibit 4.40 on Form 10-K dated
December 28, 1991 and incorporated herein by this reference.
4.43 Eighth Amendment and Waiver to the Jonesboro Reimbursement
Agreement, dated October 15, 1991, between Bank of America
NT & SA (formerly Security Pacific National Bank) and Farr
Company. Filed as Exhibit 4.43 on Form 10-K dated December
28, 1991 and incorporated herein by this reference.
4.44 First Amendment and Waiver to the Holly Springs
Reimbursement Agreement, dated October 15, 1991, between
Bank of America NT & SA (formerly Security Pacific National
Bank) and Farr Company. Filed as Exhibit 4.44 on Form 10-K
dated December 28, 1991 and incorporated herein by this
reference.
4.46 Waiver and Agreement dated March 25, 1992, to the
Reimbursement Agreement between Farr Company and Bank of
America NT & SA (formerly Security Pacific National Bank) in
connection with Jonesboro, Arkansas Industrial Revenue Bond
Financing. Filed as Exhibit 4.46 on Form 10-K dated January
2, 1993 and incorporated herein by this reference.
</TABLE>
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<TABLE>
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4.48 Waiver and Agreement dated March 25, 1992 to the
Reimbursement Agreement dated August 15, 1991, between Farr
Company and Bank of America NT & SA (formerly Security
Pacific National Bank) in connection with Holly Springs,
Mississippi Industrial Revenue Bond Financing. Filed as
Exhibit 4.48 on Form 10-K dated January 1, 1994 and
incorporated herein by this reference.
4.54 Waiver and Amendment dated May 17, 1993 to the Reimbursement
Agreement dated December 1, 1985, between Farr Company and
Bank of America NT & SA (formerly Security Pacific National
Bank) in connection with Jonesboro, Arkansas Industrial
Revenue Bond Financing. Filed as Exhibit 4.54 on Form 10-K
dated January 1, 1994 and incorporated herein by this
reference.
4.55 Waiver and Amendment dated May 17, 1993 to the Reimbursement
Agreement dated August 15, 1991, between Farr Company and
Bank of America NT & SA (formerly Security Pacific National
Bank) in connection with Holly Springs, Mississippi
Industrial Revenue Bond Financing. Filed as Exhibit 4.55 on
Form 10-K dated January 1, 1994 and incorporated herein by
this reference.
4.58 Credit Agreement dated as of February 3, 1994 between Farr
Company, as borrower, and General Electric Capital
Corporation, as Lender. Filed as Exhibit 1 on Form 8-K
dated February 7, 1994 and incorporated herein by this
reference.
4.59 Business Loan Agreement dated as of February 3, 1994 between
Farr Company, as borrower, and Bank of America NT & SA, as
Lender. Filed as Exhibit 2 on Form 8-K dated February 7,
1994 and incorporated herein by this reference.
4.60 Ninth Amendment to Reimbursement Agreement, dated as of
February 3, 1994, to Reimbursement Agreement dated as of
December 1, 1985, as previously amended, between Farr
Company and Bank of America NT & SA in connection with
Jonesboro, Arkansas Industrial Revenue Bond Financing.
Filed as Exhibit 3 on Form 8-K dated February 7, 1994 and
incorporated herein by this reference.
</TABLE>
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4.61 Second Amendment to Reimbursement Agreement, dated as of
February 3, 1994, to Reimbursement Agreement dated as of
August 15, 1991, as previously amended, between Farr Company
and Bank of America NT & SA in connection with Holly
Springs, Mississippi Industrial Revenue Bond Financing.
Filed as Exhibit 4 on Form 8-K dated February 7, 1994 and
incorporated herein by this reference.
4.62 Waiver and First Amendment dated August 16, 1994, to Credit
Agreement dated February 3, 1994, between Farr Company as
Borrower and Bank of America NT & SA, as Lender. Filed as
Exhibit 4.62 on Form 10Q dated October 1, 1994 and
incorporated herein by this reference.
4.63 Amendment, dated March 23, 1995 to Credit Agreement dated
February 3, 1994 between Farr Company, as borrower, and
General Electric Capital Corporation, as Lender.
Registrant agrees that it will furnish to the Commission
upon request copies of any other instruments with respect to
the long-term debt of Registrant and its subsidiaries; under
none of such other instruments does the total amount of
securities authorized exceed 10 percent of the total assets
of Registrant and its subsidiaries on a consolidated basis.
</TABLE>
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*10.1 Non-Qualified Deferred Compensation Plan, dated July
31, 1987. Filed as Exhibit 10.1 to Annual Report on Form
10-K for the year ended January 2, 1988 and incorporated
herein by this reference.
*10.3 Deferred Compensation Plan for Directors dated November
5, 1980. Filed as Exhibit 10.5 to Annual Report on Form 10-
K for the year ended January 3, 1981 and incorporated herein
by this reference.
*10.4 Farr Company Management Incentive Bonus Plan. Filed as
Exhibit 10.6 to Annual Report on Form 10-K for the year
ended January 3, 1981 and incorporated herein by this
reference.
*10.5 Deferred Compensation Plan for Officers dated April 30,
1981. Filed as Exhibit 10.7 to Annual Report on Form 10-K
for the year ended January 2, 1982 and incorporated herein
by this reference.
*10.6 Amendments to Stock Option Plan for Key Employees.
Filed as Exhibit 10.8 to Annual Report on Form 10-K for the
year ended January 2, 1982 and incorporated herein by this
reference.
*10.7 1983 Stock Option Plan for Key Employees as amended.
Filed as Exhibit A to registrant's definitive proxy
statement for the annual meeting of stockholders held on May
4, 1988 and incorporated herein by this reference.
*10.9 Trust Agreement pursuant to the Employee Stock
Ownership Plan for Office Employees of Farr Company and
Employee Stock Ownership Plan for Shop Employees of Farr
Company, dated December 1, 1989, between Farr Company and
Bank of America NT & SA (formerly Security Pacific National
Bank). Filed as Exhibit 10.9 to Annual Report on Form 10-K
for the year ended December 30, 1989 and incorporated herein
by this reference.
*10.10 Employee Stock Ownership Plan for office employees of
Farr Company, dated December 1, 1989. Filed as Exhibit
10.10 to Annual Report on Form 10-K for the year ended
December 30, 1989 and incorporated herein by this reference.
*10.12 Farr Company Supplemental Executive Benefits Plan dated
July 24, 1990. Filed as Exhibit 10.12 on Form 10-K for the
year ended December 29, 1990 and incorporated herein by this
reference.
<FN>
* Management contract or compensatory arrangements.
</FN>
</TABLE>
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*10.14 Non-Employee Director Stock Option Plan, filed as
Exhibit 10.14 on Form 10-K for the year ended December 29,
1990 and incorporated herein by this reference.
*10.16 The Office Employees' 401(k) Plan of Farr Company,
dated September 10, 1991. Filed as Exhibit 10.16 on Form
10-K for the year ended December 28, 1991 and incorporated
herein by this reference.
*10.17 Twelfth Amendment to the Employees' Profit Sharing
Retirement Plan of Farr Company, dated September 10, 1991.
Filed as Exhibit 10.17 on Form 10-K for the year ended
December 28, 1991 and incorporated herein by this reference.
*10.21 The 1993 Stock Option Plan for Key Employees of Farr
Company.
*10.22 First Amendment to the 1993 Stock Option Plan by key
employees of Farr Company dated September 20, 1994. Filed
as Exhibit 10.22 on Form 10-Q for the quarter ended October
1, 1994 and incorporated herein by this reference.
*10.23 Amendment to the Company's 1991 Stock Option Plan for
non-employee directors dated September 20, 1994, filed as
Exhibit 10.23 on Form 10-Q for the quarter ended October 1,
1994 and incorporated herein by this reference.
*10.24 The Corporate Plan for Retirement, the Profit
Sharing/401(k) Plan, Fidelity Basic Plan Document No. 07.
*10.25 The Profit Sharing/401(k) Plan for Office Employees of
Farr Company Non-Standardized Adoption Agreement 002, Basic
Plan No. 07. dated September 27, 1994.
*10.2 The Profit Sharing/401(k) Plan for Shop Employees of
Farr Company Non-Standardized Adoption Agreement 002, Basic
Plan No. 07. dated September 27, 1994.
*10.27 First amendment to The Office Employees' 401(k) Plan of
Farr Company, dated December 16, 1994.
*10.28 First amendment to The Shop Employees' 401(k) Plan of
Farr Company, dated December 16, 1994.
<FN>
* Management contract or compensatory arrangements.
</FN>
</TABLE>
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*10.29 Thirteenth Amendment to The Employees' Profit Sharing
Retirement Plan of Farr Company, dated December 16, 1994.
*10.30 Thirteenth Amendment to The Retirement Plan for
Production and Maintenance Employees of Farr Company, dated
December 16, 1994. See last year's Exhibit 10.19 - Master
Trust Agreement.
*10.31 Second Amendment to The Employee Stock Ownership Plan
for Shop Employees of Farr Company dated December 16, 1994.
*10.32 First Amendment to The Employee Stock Ownership Plan
for Office Employees of Farr Company dated December 16,
1994.
11 Computation of earnings per common share and common share
equivalents.
13 Annual Report to Stockholders. With the exception of the
information incorporated by reference into Items 1, 2, 5, 6,
7 and 8 of this Form 10-K, the 1994 Annual Report to
Stockholders is not deemed to be filed as a part of this
report.
A list of all subsidiaries of registrant.
14 Consent of Independent Public Accountants.
<FN>
* Management contract or compensatory arrangements.
Copies of Exhibits are available, on prepayment of 15 cents per
page, by writing to the Secretary of the Company at the address
set forth on the cover page of this Annual Report and Form 10-K.
</FN>
</TABLE>
<PAGE>
PART II - OTHER INFORMATION - CONTINUED
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned hereunto duly authorized.
FARR COMPANY
(registrant)
May 16, 1995 Kenneth W. Gerstner
Senior Vice President
Chief Financial Officer
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