<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------
FORM 10-Q
(Mark One)
X Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
---------- Exchange Act of 1934
For the Quarterly Period Ended September 30, 2000
Transition Report Pursuant to Section 13 or 15(d) of the Securities
---------- Exchange Act of 1934 for the Transition Period from to
----- -----
Commission File Number 0-5214
PEERLESS MFG. CO.
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
TEXAS 75-0724417
-------------------------------------------------------------- ------------------------------------
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
</TABLE>
2819 WALNUT HILL LANE, DALLAS, TEXAS 75229
---------------------------------------- ---------
(Address of principal executive offices) (Zip code)
(214) 357-6181
----------------------------------------------------
(Registrant's telephone number, including area code)
Indicate by a 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 periods 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
--- ---
As of November 1, 2000, there were 1,471,492 shares of the registrant's
common stock outstanding.
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PEERLESS MFG. CO.
TABLE OF CONTENTS
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PAGE
NUMBER
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PART I: FINANCIAL INFORMATION
Item 1: Consolidated Financial Statements
Condensed Consolidated Balance Sheets for the
periods ended September 30, 2000 and June 30, 2000...................................... 1
Condensed Consolidated Statements of Operations for the
three months ended September 30, 2000 and 1999.......................................... 2
Condensed Consolidated Statements of Cash Flows for
the three months ended September 30, 2000 and 1999...................................... 3
Notes to the Condensed Consolidated Financial Statements................................ 4
Item 2: Management's Discussion and Analysis of Financial
Condition and Results of Operations .................................................... 6
Item 3: Quantitative and Qualitative Disclosures About Market Risk................... 8
PART II: OTHER INFORMATION
Item 2: Changes in Securities and Use of Proceeds.................................... 9
Item 6: Exhibits and Reports......................................................... 9
SIGNATURES....................................................................................... 11
</TABLE>
<PAGE> 3
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PEERLESS MFG. CO.
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
------------- ------------
ASSETS (UNAUDITED)
<S> <C> <C>
Current assets:
Cash and cash equivalents $ 1,713,110 $ 561,017
Short term investments 273,343 273,343
Accounts receivable-principally trade-net
of allowance for doubtful accounts of
$757,364 at September 30, 2000 and $777,546
at June 30, 2000 19,608,652 12,319,171
Inventories 4,638,271 3,287,957
Costs and earnings in excess of billings
on uncompleted contracts 4,373,593 9,911,587
Other 1,910,409 1,175,002
------------ ------------
Total current assets 32,517,378 27,528,077
Property, plant and equipment-at cost,
less accumulated depreciation 3,457,353 3,509,846
Other assets 938,491 1,083,030
------------ ------------
$ 36,913,222 $ 32,120,953
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $ 6,596,144 $ 5,800,000
Accounts payable-trade 9,619,912 6,471,280
Current maturities of long-term debt 417,540 421,212
Billings in excess of costs and earnings
on uncompleted contracts 1,800,234 363,577
Commissions payable 999,907 984,784
Accrued liabilities and other 1,838,147 1,548,639
------------ ------------
Total current liabilities 21,271,884 15,589,492
Long-term debt, net of current maturities 1,500,000 1,406,000
Deferred income taxes -- 376,061
Stockholders' equity:
Common stock-authorized 10,000,000 shares of $1
par value; issued and outstanding, 1,471,492
shares and 1,467,992 shares at September 30, 2000
and June 30, 2000, respectively 1,471,492 1,467,992
Additional paid-in capital 2,728,537 2,692,099
Unamortized value of restricted stock grants (65,094) (71,096)
Cumulative foreign currency
translation adjustment (86,871) (148,954)
Retained earnings 10,093,274 10,809,359
------------ ------------
Total stockholders' equity 14,141,338 14,749,400
------------ ------------
$ 36,913,222 $ 32,120,953
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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PEERLESS MFG. CO.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
------------ ------------
<S> <C> <C>
Revenues $ 11,058,816 $ 12,307,071
Cost of goods sold 7,982,049 8,664,242
------------ ------------
Gross profit 3,076,767 3,642,829
Operating expenses 3,615,737 3,260,580
------------ ------------
Operating income (538,970) 382,249
Other income (expense)
Interest income 6,343 1,577
Interest expense (190,577) (8,940)
Foreign exchange gains (losses) (89,704) 77,475
Other, net (30,614) (6,845)
------------ ------------
(304,552) 63,267
------------ ------------
Earnings (loss) before federal income tax (843,522) 445,516
Federal income tax (credit)
Current (311,374) 159,668
Deferred -- (741)
------------ ------------
(311,374) 158,927
------------ ------------
Net earnings (loss) (532,148) 286,589
============ ============
Basic and diluted earnings (loss) per share $ (0.36) $ 0.20
============ ============
Basic weighted average shares 1,471,302 1,452,796
Dilutive options -- 8,689
------------ ------------
Diluted weighted average shares 1,471,302 1,461,485
============ ============
Cash dividend per common share $ 0.125 $ 0.125
============ ============
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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PEERLESS MFG. CO.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
For the three months ended
September 30,
2000 1999
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<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings (loss) $ (532,148) $ 286,589
Adjustments to reconcile earnings to net cash
provided by (used in) operating activities:
Depreciation and amortization 126,259 99,460
Other 6,002 1,548
Changes in operating assets and liabilities
Accounts receivable (7,289,481) (950,108)
Inventories (1,350,314) 785,124
Cost and earnings in excess of billings
on uncompleted contracts 5,537,994 (328,751)
Other current assets (735,407) (886,010)
Other assets 75,639 (84,074)
Accounts payable 3,148,632 1,047,364
Billings in excess of costs and earnings
on uncompleted contracts 1,436,657 (64,707)
Commissions payable 15,123 224,217
Accrued liabilities (86,553) (336,309)
----------- -----------
884,551 (492,246)
----------- -----------
Net cash provided by (used in) operating activities 352,403 (205,657)
CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of property and equipment (4,866) (18,683)
----------- -----------
Net cash provided by (used in) investing activities (4,866) (18,683)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings 886,472 600,000
Proceeds from issuance of common stock 39,938 37,344
Dividends paid (183,937) (181,562)
----------- -----------
Net cash provided by financing activities 742,473 455,782
Effect of exchange rate on cash and cash equivalents 62,083 (12,757)
----------- -----------
Net increase in cash and cash equivalents 1,152,093 218,685
Cash and cash equivalents at beginning of period 561,017 210,866
----------- -----------
Cash and cash equivalents at end period $ 1,713,110 $ 429,551
=========== ===========
</TABLE>
See accompanying notes to condensed consolidated financial statements.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. BASIS OF FINANCIAL STATEMENT PRESENTATION.
The accompanying unaudited condensed consolidated financial statements of
Peerless Mfg. Co. and its subsidiaries have been prepared in accordance
with accounting principles generally accepted in the United States for
interim financial reporting. Accordingly, they do not include all of the
information and notes required by generally accepted accounting principles
for complete financial statements and should be read in conjunction with
the company's audited condensed consolidated financial statements and notes
which are included in the company's annual report on Form 10-K for the
fiscal year ended June 30, 2000. All significant intercompany transactions
and balances have been eliminated in consolidation. In the opinion of
management, all adjustments (consisting only of normal recurring
adjustments) considered necessary for a fair presentation of the interim
financial information have been included. Operating results for the interim
period are not necessarily indicative of results that may be expected for
the fiscal year ending June 30, 2001.
2. EARNINGS (LOSS) PER SHARE.
The following table presents the calculation of earnings per share for the
periods indicated.
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
----------- -----------
<S> <C> <C>
Net earnings (loss) $ (532,148) $ 286,589
=========== ===========
Basic average common shares outstanding 1,471,302 1,452,796
Effect of dilutive securities:
Options -- 8,689
----------- -----------
Diluted average common shares outstanding 1,471,302 1,461,485
Net income (loss) per share - basic $ (0.36) $ 0.20
Net income (loss) per share - assuming
dilution $ (0.36) $ 0.20
</TABLE>
Options to purchase 76,300 additional shares of common stock have no impact
on earnings (loss) per share for the three months ended September 30, 2000,
because their effect was antidilutive.
3. USE OF ESTIMATES.
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to
make estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could differ
from those estimates.
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PEERLESS MFG. CO.
4. INVENTORIES.
Inventories are stated the lower of cost or market. Principal components of
inventories are as follows:
<TABLE>
<CAPTION>
September 30, June 30,
2000 2000
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<S> <C> <C>
Raw materials $1,446,138 $1,252,111
Work in process 2,839,817 1,669,348
Finished goods 352,316 366,498
---------- ----------
Total inventories $4,638,271 $3,287,957
</TABLE>
5. SEGMENT INFORMATION.
The company has two reportable industry segments: (1) gas/liquid
filtration; and (2) catalytic reduction systems. The gas/liquid filtration
segment produces various types of separators and filters used for removing
liquids and solids from gases and air. This segment also provides
engineering design and services, pulsation dampness, natural gas odorizers,
quick-opening closures and parts for its products. The catalytic reduction
systems segment produces "Selective Catalytic Reduction Systems (SCR)" used
to separate nitrogen oxide (NOx) emissions from exhaust gases caused by
burning hydrocarbon fuels such as coal, gasoline, natural gas and oil. We
combine these products with other components as totally integrated systems.
Many of the company's components are packaged on skids complete with
instruments, controls and related valves and piping.
Segment profit and loss is based on revenue, less direct costs of the
segment before allocation of general, administrative, research and
development costs. There were no sales or transfers between segments.
Segment information and a reconciliation to operating profit for the three
months ended September 30, 2000 and 1999 are presented below. Note that the
company does not allocate assets, expenditures for assets or depreciation
expense on a segment basis for internal management reporting and,
therefore, such information is not presented.
<TABLE>
<CAPTION>
Selective
Catalytic Unallocated
Gas/Liquid Reduction Corporate
Filtration Systems Overhead Consolidated
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
THREE MONTHS ENDED
SEPTEMBER 30, 2000
Revenues from Customers $ 4,657,000 $ 6,402,000 $ -- $ 11,059,000
Segment profit (loss) 265,000 1,252,000 (2,056,000) (539,000)
THREE MONTHS ENDED
SEPTEMBER 30, 1999
Revenues from Customers $ 9,415,000 $ 2,892,000 $ -- $ 12,307,000
Segment profit (loss) 891,000 642,000 (1,151,000) 382,000
</TABLE>
6. BUSINESS COMBINATION.
On February 25, 2000, the company purchased substantially all the assets of
ABCO Industries, Inc. ("ABCO") for approximately $1,700,000. No goodwill
resulted from the acquisition. ABCO is in the business of designing and
manufacturing industrial boilers. The unaudited pro forma data assuming
that the acquisition of APCO had occurred on July 1, 1999 is set forth
below:
<TABLE>
<CAPTION>
Three Months Ended
September 30, 1999
------------------
<S> <C>
Sales $16,362,000
Net earnings 44,000
Per share-basic .03
Per share-diluted .03
</TABLE>
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PEERLESS MFG. CO.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
RESULTS OF OPERATIONS
The company's fiscal year ends on June 30th. References herein to fiscal 2000
and fiscal 2001 refer to our fiscal years ended June 30, 2000 and 2001,
respectively.
THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS ENDED SEPTEMBER
30, 1999
The following table displays the company's statements of operations as a
percentage of net revenues:
<TABLE>
<CAPTION>
Three Months Ended
September 30,
2000 1999
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<S> <C> <C>
Net revenues 100.0% 100.0%
Cost of revenues 72.2 70.4
Gross margin 27.8 29.6
Operating expenses 32.7 26.5
----- -----
Earnings (loss) from operations (4.9) 3.1
Interest expense, net (1.7) 0.1
Other, net (1.1) 0.6
----- -----
Earnings (loss) before income taxes (7.6) 3.6
Income taxes (2.8) 1.3
Net earnings (loss) (4.8)% 2.3%
</TABLE>
Net revenues decreased $1.2 million, or 10%, from $12.3 million for the three
months ended September 30, 1999 to $11.1 million for the three months ended
September 30, 2000. Domestic sales decreased 4% from $10.5 million for the three
months ended September 30, 1999 to $10.1 million for the three months ended
September 30, 2000. Domestic sales declines were caused primarily by a general
decline in industry demand for our gas/liquid filtration products, which was
offset by the increase in demand for our SCR products.
Additional SCR opportunities are the direct result of the new gas turbine
powered electric generating facilities being built to fill demand for electronic
power in the U.S. these projects require clean burning gas which in turn creates
the opportunity to sell our gas cleaning equipment. Coal fired electric power
plants are also contributing to the stronger demand we are seeing for our SCR
products. These products are necessary to insure compliance with the U.S.
government's mandate for lower NOx emission levels. We provide ammonia storage
and delivery systems to be used as part of the SCR systems to be installed at
these coal fired plants.
Foreign sales decreased 61% from $2.8 million for the three months ended
September 30, 1999 to $1.1 million for the three months ended September 30,
2000. The decrease was attributable to the timing and size of new orders
received by the company from its customers.
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PEERLESS MFG. CO.
Our backlog of unfilled orders decreased by $1.7 million from $25.0 million at
September 30, 1999 to $24.0 million at September 30, 2000.
Our gross profit decreased $0.6 million, or 16%, from $3.6 million for the three
months ended September 30, 1999 to $3.1 million for the three months ended
September 30, 2000. The lower gross profit margin is primarily due to the sale
of our products to a significant customer at lower profit margins and the
additional manufacturing capacity acquired with the ABCO acquisition in February
2000.
Operating expenses increased by $0.4 million, or 11%, from $3.3 million for the
three months ended September 30, 1999 to $3.6 million for the three months ended
September 30, 2000. The increase in operating expenses was primarily due to
costs associated with the ABCO acquisition.
LIQUIDITY AND CAPITAL RESOURCES
We maintain two separate short-term revolving lines of credit, each in the
amount of $5,500,000, one of which is with Chase Bank of Texas N.A. and the
other with Bank of America. The credit lines expire in December 2000. The credit
lines carry a floating interest rate based on either Libor or the prime rate and
is unsecured. As of September 30, 2000, we had $6.6 million outstanding under
the credit lines, $3.6 million outstanding under letters of credit, and we had
$0.8 million of availability under the credit lines. We pay an annual commitment
fee of 0.25% of the unused balance under the credit lines. The credit lines
contain customary financial covenants, one of which we were not in compliance
with as of September 30, 2000. We have received a waiver of this covenant
through December 2000 and are in the process of making arrangements to refinance
the lines of credit prior to the end of December 2000.
We have historically been a net user of cash from operations and have financed
our working capital requirements and capital expenditures through the retention
of earnings and the use of our short-term credit lines. Cash provided by
operating activities was $0.4 million for the first three months of fiscal 2001
compared to cash used in operating activities of $0.2 million for the same
period in fiscal 2000. The change was primarily the result of the increase in
orders accounted for utilizing the percentage of completion methodology,
partially offset by the $0.5 million net loss we incurred in the first quarter
of fiscal 2001 compared to net income of $0.3 million in the first quarter of
fiscal 2000.
We believe we maintain adequate liquidity to support existing operations and
planned growth, as well as continue operations during reasonable periods of
unanticipated adversity. Management directs additional resources to strategic
new product development, market expansion and continuing improvement of existing
products to enhance our position as a market leader and to promote planned
internal growth and profitability.
CAUTION REGARDING FORWARD-LOOKING STATEMENTS
The company occasionally makes forward-looking statements concerning its plans,
goals, product and service offerings, and anticipated financial performance.
These forward-looking statements may generally be identified by introductions
such as "outlook" for an upcoming period of time, or words and phrases such as
"should", "expect", "hope", "plans", "projected", "believes", "forward-looking"
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PEERLESS MFG. CO.
(or variants of those words and phrases) or similar language indicating the
expression of an opinion or view concerning the future.
These forward-looking statements are subject to risks and uncertainties based on
a number of factors and actual results or events may differ materially from
those anticipated by such forward-looking statements. These factors include, but
are not limited to: the growth rate of the company's revenue and market share;
the consummation of new, and the non-termination of, existing contracts; the
company's ability to effectively manage its business functions while growing its
business in a rapidly changing environment; the company's ability to adapt and
expand its services in such an environment; the effective and efficient
management of the company's backlog, inventory levels and processing of sales
orders; the quality of the company's plans and strategies; and the company's
ability to execute such plans and strategies.
In addition, forward-looking statements concerning the company's expected
revenue or earnings levels are subject to many additional uncertainties
applicable to competitors generally and to general economic conditions over
which the company has no control. The company does not plan to generally
publicly update prior forward-looking statements for unanticipated events or
otherwise and, accordingly, prior forward-looking statements should not be
considered to be "fresh" simply because the company has not made additional
comments on those forward-looking statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our earnings are affected by changes in interest rates due to the impact those
changes have on the interest expense payable by us under our variable rate debt
revolving line of credit, for which the outstanding balance was $6.6 million as
of September 30, 2000. A 1.0% change in the underlying LIBOR or prime rate would
result in a $66,000 change in the annual amount of interest based on the impact
of the hypothetical interest rates on our revolving line of credit outstanding
as of September 30, 2000.
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PEERLESS MFG. CO.
PART II. OTHER INFORMATION
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
During the three month period ended September 30, 2000, options to acquire 3,500
shares were exercised by a former employee of the company under the terms of the
company's stock option plan.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
A. Exhibits.
The following exhibits are filed as part of this report:
Exhibit
Number Exhibit
3(a) Articles of Incorporation, as amended to date (filed as Exhibit
3(a) to our Quarterly Report on Form 10-Q, dated December 31, 1997,
and incorporated herein by reference).
3(b) Bylaws, as amended to date (filed as Exhibit 3(b) to our Annual
Report on Form 10-K, dated June 30, 1997, and incorporated herein
by reference).
10(a) Incentive Compensation Plan effective January 1, 1981, as amended
January 23, 1991 (filed as Exhibit 10(b) to our Annual Report on
Form 10-K, dated June 30, 1991, and incorporated herein by
reference).
10(b) 1985 Restricted Stock Plan for Peerless Mfg. Co., effective
December 13, 1985 (filed as Exhibit 10(b) to our Annual Report on
Form 10-K, dated June 30, 1993, and incorporated herein by
reference).
10(c) 1991 Restricted Stock Plan for Non-Employee Directors of Peerless
Mfg. Co., adopted subject to shareholder approval May 24, 1991, and
approved by shareholders November 20, 1991 (filed as Exhibit 10(e)
to our Annual Report on Form 10-K dated June 30, 1991, and
incorporated herein by reference).
10(d) Employment Agreement, dated as of April 29, 1994, by and between
Peerless Mfg. Co. and Sherrill Stone (filed as Exhibit 10(d) to our
Annual Report on Form 10-K for the Fiscal year ended June 30, 1994,
and incorporated herein by reference).
10(e) Agreement, dated as of April 29, 1994 by and between Peerless Mfg.
Co. and Sherrill Stone (filed as Exhibit 10(e) to our Annual Report
on Form 10-K dated June 30, 1994 and incorporated herein by
reference).
10(f) Eighth Amended and Restated Loan Agreement, dated as of December
12, 1999, between Bank of America N.A., formerly NationsBank of
Texas, N.A., and Peerless Mfg. Co. (filed as Exhibit 10(f) to our
Quarterly Report on Form 10-Q, dated February 14, 2000 and
incorporated herein by reference), as amended by Amendment A
thereto, dated February 25, 2000 (filed as Exhibit 10(f) to our
Annual Report on Form 10-K dated September 28, 2000, and
incorporated herein by reference).
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PEERLESS MFG. CO.
10(g) Second Amended and Restated Loan Agreement, dated as of December
12, 1999, and Waiver and First Amendment to Second Amended and
Restated Loan Agreement dated December 12, 1999, by and between
Chase Bank of Texas N.A, and Peerless Mfg. Co. (filed as Exhibit
10(g) to our Quarterly Report on Form 10-Q, dated February 14, 2000
and incorporated herein by reference).
10(h) Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan,
adopted by the Board of Directors December 31, 1995 and approved by
the Shareholders on November 21, 1996 (filed as Exhibit 10(h) to
our Annual Report on Form 10-K dated June 30, 1997 and incorporated
herein by reference), as amended by Amendment #1 dated November 11,
1999 (filed as exhibit 10(h) to our Quarterly Report on Form 10-Q,
dated September 30, 1999 and incorporated herein by reference).
10(i) Rights Agreement between Peerless Mfg. Co. and ChaseMellon
Shareholder Services, L.L.C., adopted by the Board of Directors May
21, 1997 (filed as Exhibit 1 to our Registration Statement on Form
8-A (File No. 0-05214) and incorporated herein by reference).
10(j) Employment Agreement dated as of July 23, 1999 by and between
Peerless Mfg. Co. and G.D. Cornwell (filed as exhibit 10(j) to our
Quarterly Report on Form 10-Q, dated September 30, 1999 and
incorporated herein by reference).
10(k) Agreement dated as of July 23, 1999 by and between Peerless Mfg.
Co. and G.D. Cornwell (filed as exhibit 10(k) to our Quarterly
Report on Form 10-Q, dated September 30, 1999 and incorporated
herein by reference).
10(l) Employment Agreement, dated as of May 16, 2000, by and between
Peerless Mfg. Co. and Roy C. Cuny (filed as Exhibit 10(1) to our
Annual Report on Form 10-K dated September 28, 2000, and
incorporated herein by reference).
10(m) The Term Note with Bank of America date May 30th of 2000 by and
between Bank of America, N.A. and Peerless Mfg. Co. (filed as
Exhibit 10(m) to our Annual Report on Form 10-K dated September 28,
2000, and incorporated herein by reference.
21 Our Subsidiaries (filed as Exhibit 21 to our Annual Report on Form
10-K dated September 30, 2000, and incorporated herein by
reference).
27 Financial Data Schedule.*
----------
* Filed herewith
B. Reports on Form 8-K.
None.
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PEERLESS MFG. CO.
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 thereto duly authorized.
PEERLESS MFG. CO.
Dated: November 14, 2000 /s/ Sherrill Stone
---------------------------------------------
Sherrill Stone, Chairman, President and Chief
Executive Officer
/s/ Robert J. Boutin
---------------------------------------------
Chief Financial Officer
(Principal Financial and Accounting Officer)
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PEERLESS MFG. CO.
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
3(a) Articles of Incorporation, as amended to date (filed as Exhibit
3(a) to our Quarterly Report on Form 10-Q, dated December 31, 1997,
and incorporated herein by reference).
3(b) Bylaws, as amended to date (filed as Exhibit 3(b) to our Annual
Report on Form 10-K, dated June 30, 1997, and incorporated herein
by reference).
10(a) Incentive Compensation Plan effective January 1, 1981, as amended
January 23, 1991 (filed as Exhibit 10(b) to our Annual Report on
Form 10-K, dated June 30, 1991, and incorporated herein by
reference).
10(b) 1985 Restricted Stock Plan for Peerless Mfg. Co., effective
December 13, 1985 (filed as Exhibit 10(b) to our Annual Report on
Form 10-K, dated June 30, 1993, and incorporated herein by
reference).
10(c) 1991 Restricted Stock Plan for Non-Employee Directors of Peerless
Mfg. Co., adopted subject to shareholder approval May 24, 1991, and
approved by shareholders November 20, 1991 (filed as Exhibit 10(e)
to our Annual Report on Form 10-K dated June 30, 1991, and
incorporated herein by reference).
10(d) Employment Agreement, dated as of April 29, 1994, by and between
Peerless Mfg. Co. and Sherrill Stone (filed as Exhibit 10(d) to our
Annual Report on Form 10-K for the Fiscal year ended June 30, 1994,
and incorporated herein by reference).
10(e) Agreement, dated as of April 29, 1994 by and between Peerless Mfg.
Co. and Sherrill Stone (filed as Exhibit 10(e) to our Annual Report
on Form 10-K dated June 30, 1994 and incorporated herein by
reference).
10(f) Eighth Amended and Restated Loan Agreement, dated as of December
12, 1999, between Bank of America N.A., formerly NationsBank of
Texas, N.A., and Peerless Mfg. Co. (filed as Exhibit 10(f) to our
Quarterly Report on Form 10-Q, dated February 14, 2000 and
incorporated herein by reference), as amended by Amendment A
thereto, dated February 25, 2000. (filed as Exhibit 10(f) to our
Annual Report on Form 10-K dated September 28, 2000, and
incorporated herein by reference).*
10(g) Second Amended and Restated Loan Agreement, dated as of December
12, 1999, and Waiver and First Amendment to Second Amended and
Restated Loan Agreement dated December 12, 1999, by and between
Chase Bank of Texas N.A, and Peerless Mfg. Co. (filed as Exhibit
10(g) to our Quarterly Report on Form 10-Q, dated February 14, 2000
and incorporated herein by reference).
10(h) Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan,
adopted by the Board of Directors December 31, 1995 and approved by
the Shareholders on November 21, 1996 (filed as Exhibit 10(h) to
our Annual Report on Form 10-K dated June 30, 1997 and incorporated
herein by reference), as amended by Amendment #1 dated November 11,
1999 (filed as exhibit 10(h) to our Quarterly Report on Form 10-Q,
dated September 30, 1999 and incorporated herein by reference).
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<PAGE> 15
PEERLESS MFG. CO.
<TABLE>
<S> <C>
10(i) Rights Agreement between Peerless Mfg. Co. and ChaseMellon
Shareholder Services, L.L.C., adopted by the Board of Directors May
21, 1997 (filed as Exhibit 1 to our Registration Statement on Form
8-A (File No. 0-05214) and incorporated herein by reference).
10(j) Employment Agreement dated as of July 23, 1999 by and between
Peerless Mfg. Co. and G.D. Cornwell (filed as exhibit 10(j) to our
Quarterly Report on Form 10-Q, dated September 30, 1999 and
incorporated herein by reference).
10(k) Agreement dated as of July 23, 1999 by and between Peerless Mfg.
Co. and G.D. Cornwell (filed as exhibit 10(k) to our Quarterly
Report on Form 10-Q, dated September 30, 1999 and incorporated
herein by reference).
10(l) Employment Agreement, dated as of May 16, 2000, by and between
Peerless Mfg. Co. and Roy C. Cuny (filed as Exhibit 10(1) to our
Annual Report on Form 10-K dated September 28, 2000, and
incorporated herein by reference).
10(m) The Term Note with Bank of America date May 30th of 2000 by and
between Bank of America, N.A. and Peerless Mfg. Co. (filed as
Exhibit 10(m) to our Annual Report on Form 10-K dated September 28,
2000, and incorporated herein by reference.
21 Our Subsidiaries (filed as Exhibit 21 to our Annual Report on Form
10-K dated September 30, 2000, and incorporated herein by
reference).
27 Financial Data Schedule.*
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* Filed herewith
