-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, QUGM1mmd2KIBhK/RI+gGTpjy+Ns/ngEWAFs0ckLrY6DWWqqh7J05b+VUyJbsQbtj zxpEzaMsR0XOpmzuysjcZg== 0000034629-95-000004.txt : 19950517 0000034629-95-000004.hdr.sgml : 19950517 ACCESSION NUMBER: 0000034629-95-000004 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950401 FILED AS OF DATE: 19950516 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: FARR CO CENTRAL INDEX KEY: 0000034629 STANDARD INDUSTRIAL CLASSIFICATION: GENERAL INDUSTRIAL MACHINERY & EQUIPMENT, NEC [3569] IRS NUMBER: 951288401 STATE OF INCORPORATION: DE FISCAL YEAR END: 1229 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-04723 FILM NUMBER: 95540350 BUSINESS ADDRESS: STREET 1: 2221 PARK PL CITY: EL SEGUNDO STATE: CA ZIP: 90245 BUSINESS PHONE: 3105366300 MAIL ADDRESS: STREET 1: P.O. BOX 92187 AIRPORT STATION CITY: LOS ANGELES STATE: CA ZIP: 90009 10-Q 1 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. 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 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. FARR COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS Assets
(Unaudited) April 1,1995 December 31,1994 ------------ ------------ 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 ============ ============ The accompanying notes are an integral part of these balance sheets.
Liabilities & Stockholders' Investment (Unaudited) April 1,1995 December 31,1994 ------------- ------------- 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 ============ ============ The accompanying notes are an integral part of these balance sheets.
FARR COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED INCOME STATEMENTS (Unaudited)
Three Months Ended ----------- ----------- Apr. 1,1995 Apr. 2,1994 ----------- ----------- 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) =========== =========== * 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.
FARR COMPANY AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
Year-to-Date -------------------------- Cash provided by (used in): Apr. 1, 1995 Apr. 2, 1994 ------------ ------------ 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 ============ ============ The accompanying notes are an integral part of these statements.
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 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. Item 6.a. EXHIBITS - Earnings per share calculation
Three Months Ended ---------------------------------- EARNINGS April 1, 1995 April 2, 1994 ------------- ------------- 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) ============ ===========
Sequentially Numbered Item Description Page 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.
Sequentially Number Item Description Page 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.
Sequentially Numbered Item Description Page 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.
Sequentially Numbered Item Description Page 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.
Sequentially Numbered Item Description Page 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.
Sequentially Numbered Item Description Page *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. * Management contract or compensatory arrangements.
Sequentially Numbered Item Description Page *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. * Management contract or compensatory arrangements.
Sequentially Numbered Item Description Page *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. * 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.
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 EX-27 2 ART. 5 FINANCIAL DATA SCHEDULE FOR 1ST QUARTER 10-Q
5 3-MOS DEC-30-1995 JAN-01-1995 APR-01-1995 810,000 0 18,756,000 271,000 15,060,000 38,832,000 51,042,000 33,459,000 57,366,000 18,587,000 0 0 0 368,000 21,201,000 57,366,000 27,253,000 27,253,000 20,857,000 20,857,000 4,833,000 0 565,000 998,000 365,000 633,000 0 0 0 633,000 0.17 0.17
-----END PRIVACY-ENHANCED MESSAGE-----