1
================================================================================

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 MARCH 31, 2001

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)

TEXAS 75-0724417
----- ----------
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)

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 check 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 past 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
--- ---

As of May 11, 2001, there were 1,477,492 shares of the Registrant's
common stock outstanding.

================================================================================

PEERLESS MFG. CO. AND SUBSIDIARIES
TABLE OF CONTENTS

PAGE
NUMBER
------

PART I: FINANCIAL INFORMATION.

Item 1. Consolidated Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets at March 31, 2001
and June 30, 2000........................................................................................ 1

Condensed Consolidated Statements of Operations for the
three and nine months ended March 31, 2001 and 2000...................................................... 2

Condensed Consolidated Statements of Cash Flows for
the nine months ended March 31, 2001 and 2000............................................................ 3

Notes to the Condensed Consolidated Financial Statements................................................. 4

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations. .................................................................... 9

Item 3. Quantitative and Qualitative Disclosures About Market Risk....................................... 12

PART II: OTHER INFORMATION

Item 2. Changes in Securities and Use of Proceeds........................................................ 13

Item 6. Exhibits and Reports on Form 8-K................................................................. 13

SIGNATURES........................................................................................................... 16

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PEERLESS MFG. CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(IN THOUSANDS)
(UNAUDITED)

March 31, June 30,
2001 2000
-------- --------

ASSETS
Current assets:
Cash and cash equivalents $ 1,883 $ 561
Short term investments 297 273
Accounts receivable-principally trade-net 28,307 12,319
Inventories 2,766 3,288
Costs and earnings in excess of billings 7,191 9,912
Other 3,062 1,175
-------- --------
Total current assets 43,506 27,528

Property, plant and equipment-net 3,312 3,509
Other assets 759 1,083
-------- --------
$ 47,577 $ 32,120
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
Notes payable $ 7,016 $ 5,800
Accounts payable-trade 9,019 6,471
Current maturities of long-term debt 400 421
Billings in excess of costs and earnings 9,657 364
Commissions payable 1,537 985
Accrued liabilities and other 3,622 1,548
-------- --------
Total current liabilities 31,251 15,589

Long-term debt, net of current maturities 1,300 1,406
Deferred income taxes 376 376

Shareholders' equity:
Common stock 1,475 1,467
Additional paid-in capital 2,760 2,692
Unamortized value of restricted stock grants (43) (71)
Cumulative foreign currency
translation adjustment (27) (148)
Retained earnings 10,485 10,809
-------- --------
Total shareholders' equity 14,650 14,749
-------- --------
$ 47,577 $ 32,120
======== ========

See accompanying notes to condensed consolidated financial statements.

-1-
4

PEERLESS MFG. CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
-------- -------- -------- --------

Revenues $ 18,229 $ 13,764 $ 45,671 $ 36,429
Cost of goods sold 12,823 9,384 32,806 24,554
-------- -------- -------- --------
Gross profit 5,406 4,380 12,865 11,875

Operating expenses 4,350 3,445 11,888 9,833
-------- -------- -------- --------
Operating income 1,056 935 977 2,042

Other income (expense)

Interest expense, net (199) 10 (614) (7)
Foreign exchange gains (losses) (97) (25) (180) 38
Other, net (56) (44) (114) (70)
-------- -------- -------- --------
(352) (59) (908) (39)
-------- -------- -------- --------

Earnings (loss) before federal income tax 704 876 69 2,003

Federal income tax 260 314 25 716
-------- -------- -------- --------

Net earnings 444 562 44 1,287
======== ======== ======== ========

Basic earnings per share $ 0.30 $ 0.38 $ 0.03 $ 0.88
======== ======== ======== ========

Diluted earnings per share $ 0.30 $ 0.38 $ 0.03 $ 0.88
======== ======== ======== ========

See accompanying notes to condensed consolidated financial statements

-2-
5

PEERLESS MFG. CO. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(IN THOUSANDS)
(UNAUDITED)

Nine months ended
March 31,
---------
2001 2000
-------- --------

CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 44 $ 1,287
Adjustments to reconcile net earnings to cash
provided by (used in) operating activities:
Depreciation and amortization 288 331
Changes in assets and liabilities:
Accounts receivable (15,988) (941)
Inventories 522 334
Cost and earnings in excess of billings 2,721 (502)
Other current assets (1,887) (2,431)
Other assets 324 (133)
Accounts payable 2,548 (617)
Billings in excess of costs and earnings 9,293 2,236
Commissions payable 552 (329)
Accrued liabilities 2,074 218
-------- --------
447 (1,834)
-------- --------
Net cash provided by (used in) operating activities 491 (547)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net purchases of short-term investments (24) --
Net purchases of property and equipment (91) (1,742)
-------- --------
Net cash used in investing activities (115) (1,742)

CASH FLOWS FROM FINANCING ACTIVITIES:
Net change in short-term borrowings 1,089 2,806
Proceeds from issuance of common stock 104 67
Dividends paid (368) (546)
-------- --------

Net cash provided by financing activities 825 2,327

Effect of exchange rate changes on cash and cash equivalents 121 (75)
-------- --------

Net increase (decrease) in cash and cash equivalents 1,322 (37)

Cash and cash equivalents at beginning of period 561 211
-------- --------

Cash and cash equivalents at end period $ 1,883 $ 174
======== ========

See accompanying notes to condensed consolidated financial statements.

-3-
6

PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSAND, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

1. BASIS OF PRESENTATION.

These 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
footnotes required by generally accepted accounting principles for complete
financial statements and should be read in conjunction with 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 periods are not necessarily indicative of
results that may be expected for the fiscal year ending June 30, 2001.
Certain fiscal year 2000 items have been reclassified to conform with the
fiscal year 2001 presentation.

2. EARNINGS PER SHARE.

Basic earnings per share have been computed by dividing net earnings
available to common shareholders by the weighted average number of common
shares outstanding during the period. Diluted earnings per share reflect the
potential dilution that could occur if options or other contracts to issue
common shares were exercised or converted into common stock.

The following table presents the calculation of earnings per share for the
periods indicated.

Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
------ ------ ------ ------

Net earnings $ 444 $ 562 $ 44 $1,287
------ ------ ------ ------

Basic weighted average common
shares outstanding 1,474 1,463 1,472 1,458

Effect of dilutive options 17 17 12 10
Diluted weighted average common ------ ------ ------ ------
shares outstanding
1,491 1,480 1,484 1,468

Net income per share - basic $ 0.30 $ 0.38 $ 0.03 $ 0.88

Net income per share - diluted 0.30 $ 0.38 $ 0.03 $ 0.88

The company did not exclude any outstanding stock options from its
calculation of diluted earnings per share for the three and nine months ended
March 31, 2001, or the three months ended March 31, 2000. However, the
company excluded 8,500 outstanding stock options for the nine months ended
March 31, 2000, because their impact would be anti-dilutive.

-4-
7
PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSAND, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

3. COMPREHENSIVE INCOME.

Comprehensive income is defined as the change in equity during a period from
transactions or other events and circumstances from non-ownership sources. It
includes all changes in equity during a period, except those resulting from
investments by owners and distributions to owners. The components of
comprehensive income were as follows:

Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
------- ------- ------- -------

Net earnings $ 444 $ 562 $ 44 $ 1,287

Foreign currency translation
adjustment (14) (58) 121 (75)
------- ------- ------- -------

Comprehensive income $ 430 $ 504 $ 165 $ 1,212
======= ======= ======= =======

4. SUPPLEMENTAL CASH FLOW INFORMATION.

Net cash flow from operating activities reflects cash payments for interest
and income taxes as follows:

Nine Months Ended
March 31,
---------
2001 2000
---- ----

Interest paid $449 $ 6
Income taxes paid $ 94 $ 76

5. 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.

-5-
8

PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSAND, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

6. INVENTORIES.

Inventories are stated at the lower of cost or market. Principal components
of inventories are as follows:

March 31, June 30,
2001 2000
------ ------

Raw materials $1,585 $1,252
Work in process 529 1,669
Finished goods 652 367
------ ------

Total inventories $2,766 $3,288
====== ======

7. SEGMENT INFORMATION.

The company has two reportable industry segments: (1) gas/liquid filtration;
and (2) selective 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 dampeners, natural gas odorizers,
quick-opening closures and parts for its products. The selective 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. The company combines 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. 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. Segment information and a reconciliation to operating profit
for the three and nine months ended March 31, 2001 and 2000 are presented
below.

-6-
9
PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSAND, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Selective
Catalytic
Gas/Liquid Reduction Unallocated
Filtration Systems Overhead Consolidated
---------- --------- ----------- ------------

THREE MONTHS ENDED
MARCH 31, 2001

Revenues from customers $ 5,857 $ 12,372 $ -- $18,229

Segment profit (loss) 117 3,440 (2,501) 1,056

THREE MONTHS ENDED
MARCH 31, 2000

Revenues from customers $ 6,086 $ 7,678 $ -- $13,764

Segment profit (loss) 735 2,402 (2,202) 935

Selective
Catalytic
Gas/Liquid Reduction Unallocated
Filtration Systems Overhead Consolidated
---------- --------- ----------- ------------

NINE MONTHS ENDED
MARCH 31, 2001

Revenues from customers $ 16,916 $ 28,755 $ -- $ 45,671

Segment profit (loss) 1,275 6,677 (6,975) 977

NINE MONTHS ENDED
MARCH 31, 2000

Revenues from customers $ 22,286 $ 14,143 $ -- $ 36,429

Segment profit (loss) 4,361 3,964 (6,283) 2,042

Certain fiscal year 2000 items have been reclassified to conform with the
fiscal year 2001 presentation.

8. BUSINESS COMBINATION.

On February 25, 2000, the company purchased substantially all the assets of
ABCO Industries, Inc. ("ABCO") for approximately $1.7 million. The ABCO
acquisition was accounted for as a purchase and, accordingly, the condensed
consolidated financial statements reflect the operations of the acquired
entity since the acquisition date. ABCO is in the business of designing and
manufacturing industrial boilers.

The following unaudited proforma financial information presents the combined
results of operations as if the ABCO acquisition had occurred at the
beginning of fiscal year 2000, after giving effect to certain adjustments.
The proforma results do not necessarily represent results which would have
occurred if the ABCO transaction had taken place at the beginning of fiscal
year 2000, nor are they indicative of the results of future combined
operations.

-7-
10

PEERLESS MFG. CO. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSAND, EXCEPT PER SHARE AMOUNTS)
(UNAUDITED)

Three Months Ended Nine Months Ended
March 31, 2000 March 31, 2000
------------------ ------------------

Sales $ 17,838 $ 47,184
Net earnings before
extraordinary credit 374 343

Per share-basic:
Net earnings before
extraordinary credit $ 0.26 $ 0.24

Per share-diluted:
Net earnings before
extraordinary credit $ 0.25 $ 0.23

9. CONTINGENCIES.

The company is involved in various claims and legal actions arising in the
ordinary course of business. In the opinion of management, the ultimate
disposition of these matters will not have a material adverse effect on the
company's consolidated financial position and results of operations, taken as
a whole.

-8-
11

PEERLESS MFG. CO. AND SUBSIDIARIES

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.

The following table displays the company's statements of operations as a
percentage of net revenues:

Three Months Ended Nine Months Ended
March 31, March 31,
--------- ---------
2001 2000 2001 2000
------ ------ ------ ------

Net revenues 100.0% 100.0% 100.0% 100.0%
Cost of revenues 70.3 68.2 71.8 67.4
------ ------ ------ ------
Gross margin 29.7 31.8 28.2 32.6

Operating expenses 23.9 25.0 26.0 27.0
------ ------ ------ ------
Operating income 5.8 6.8 2.2 5.6

Interest income (expense), net (1.1) 0.1 (1.3) (0.0)
Other, net (0.8) (0.5) (0.7) (0.1)
------ ------ ------ ------

Earnings before income taxes 3.9 6.4 0.2 5.5
Income taxes 1.5 2.3 0.1 2.0
------ ------ ------ ------
Net earnings 2.4% 4.1% 0.1% 3.5%
====== ====== ====== ======

THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH 31, 2000

Net revenues increased $4.4 million, or 32%, to $18.2 million for the three
months ended March 31, 2001, from $13.8 million for the three months ended March
31, 2000. The increase in revenues was attributable to the increased demand for
our SCR products and integrated systems.

Due to the new gas turbine powered electric generating facilities currently
under construction in the United States to fill our country's demand for
electricity, we anticipate the demand for our SCR products will continue to
increase. These new generating facilities use clean burning gas, which in turn
drives demand for 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.

Our backlog of unfilled orders was approximately $65 million at March 31, 2001,
as compared to approximately $39 million at March 31, 2000. The increase is
primarily due to several significant SCR orders booked during the three months
ended March 31, 2001.

-9-
12

PEERLESS MFG. CO. AND SUBSIDIARIES

Our gross profit increased $1.0 million, or 23.0%, to $5.4 million for the three
months ended March 31, 2001, compared to $4.4 million for the same period a year
ago. Gross profit, as a percentage of sales, decreased to 29.7% for the current
quarter from 31.8% a year ago. The lower gross margin was primarily due to the
additional costs associated with the increased manufacturing capacity acquired
in early 2000, along with the lower margin recognized on SCR revenues.

Operating expenses increased by $0.9 million, or 26.0%, to $4.3 million for the
three months ended March 31, 2001, compared to $3.4 million for the three months
ended March 31, 2000. The increase in operating expenses was primarily due to
costs associated with the ABCO acquisition and additional costs of engineering
and project management required for the increased SCR activities. Operating
expenses decreased as a percentage of sales to 23.9%, compared to 25.0% for the
same period last year.

Interest expense increased by $0.2 million due to increased debt incurred to
finance our working capital needs and as a result of the financing required to
acquire the ABCO operations.

As a result of the factors discussed above, we recorded net earnings for the
quarter ended March 31, 2001, of $0.4 million compared to net earnings of $0.6
million for the same period a year ago.

NINE MONTHS ENDED MARCH 31 2001 COMPARED TO NINE MONTHS ENDED MARCH 31, 2000

Net revenues increased $9.3 million, or 26.0%, to $45.7 million for the nine
months ended March 31, 2001, compared to $36.4 million for the same period a
year ago. The increase in revenues was attributable to the increased demand for
our SCR products and integrated systems.

Our gross profit increased $1.0 million, or 8%, to $12.9 million for the nine
months ended March 31, 2001, compared to $11.9 million for the same period a
year ago. Gross profit as a percentage of sales decreased to 28.2% for the nine
months ended March 31, 2001, from 32.6% a year ago. The lower gross margin was
primarily due to the additional costs associated with the increased
manufacturing capacity acquired in early 2000, along with the lower margin
recognized on SCR revenues.

Operating expenses increased by $2.1 million, or 21%, to $11.9 million for the
nine months ended March 31, 2001, compared to $9.8 million for the nine months
ended March 31, 2000. The increase in operating expenses was primarily due to
costs associated with the ABCO acquisition and additional costs of engineering
and project management required for the increased SCR activities. Operating
expenses decreased as a percentage of sales to 26.0%, compared to 27.0% for the
same period last year.

Interest expense increased by $0.6 million due to increased debt incurred to
finance our working capital needs and as a result of the financing required to
acquire the ABCO operations.

As a result of the factors discussed above, net earnings for the nine months
ended March 31, 2001 was $44 thousand compared to net earnings of $1.3 million
for the same period a year ago.

LIQUIDITY AND CAPITAL RESOURCES

We maintain two separate short-term lines of credit, each in the amount of $5.5
million. In addition, we have an installment note payable that was utilized to
finance the ABCO acquisition.

-10-
13

PEERLESS MFG. CO. AND SUBSIDIARIES

The credit lines currently expire in August 2001. The credit lines currently
carry a floating interest rate based on the prime rate (8.0% at March 31, 2001)
plus 2.50 percent and are secured by substantially all of our assets. Prior to
January 31, 2001, the credit lines carried a floating interest rate at prime. As
of March 31, 2001, we had $7.0 million outstanding under the credit lines, and
$2.2 million outstanding under letters of credit, leaving us with $1.7 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, including a restriction on the payment of dividends in the
event of a default. We intend to refinance the lines of credit prior to the end
of August 2001, though there can be no assurance that the refinanced banking
arrangements will be at the same terms and conditions as the existing lines of
credit.

We completed the ABCO acquisition in February 2000, which was financed with a 5
year term note in the original principal amount of $2.0 million. The term note
is being repaid with equal quarterly principal installments plus accrued
interest. The assets acquired by the company in the ABCO acquisition secure the
term note. The note is due June 30, 2005 and currently bears interest at the
bank's prime rate (8.0% at March 31, 2001) plus 2.5 percent. Prior to January
31, 2001, the interest rate was at prime. The balance on the term note as of
March 31, 2001 was $1.7 million.

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 $0.5 million for the first nine months of fiscal 2001
compared to cash used in operating activities of $0.5 million for the same
period in fiscal 2000. The change was primarily the result of the increases in
billings in excess of cost and earnings, accounts payable and accrued
liabilities which were offset by the increased accounts receivable.

We believe we maintain adequate liquidity to support existing operations and
planned growth, as well as to 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. Although historically the company has usually
paid quarterly dividends in January 2001, we announced that we would not pay a
dividend for the quarter ending March 31, 2001, in order to preserve working
capital for future growth. We have decided to continue the policy of preserving
working capital for the quarter ending June 30, 2001. Consequently, no dividend
will be paid for that quarter.

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"
(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

-11-
14

PEERLESS MFG. CO. AND SUBSIDIARIES

business in a rapidly changing environment; the company's ability to adapt and
expand its services in such an environment; the company's ability to
successfully refinance or extend its lines of credit or obtain alternative
sources of financing; 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 and installment debt, for which the outstanding
balances were $8.7 million as of March 31, 2001. A 1.0% change in the underlying
prime rate would result in a $87,000 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 March 31, 2001.

-12-
15

PEERLESS MFG. CO. AND SUBSIDIARIES

PART II. OTHER INFORMATION

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.

During the three and six month periods ended March 31, 2001, options to acquire
3,000 and 6,500 shares, respectively, were exercised under 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, for the fiscal quarter ended
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, for the fiscal year ended 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, for the fiscal year ended 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, for
the fiscal year ended June 30, 1993, and incorporated herein by
reference).

10(c) 1991 Restricted Stock Plan for Non-Employee Directors of Peerless Mfg.
Co. (filed as Exhibit 10(e) to our Annual Report on Form 10-K for the
fiscal year ended 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) 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, for the fiscal quarter ended December 31, 1999,
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 for the fiscal year ended June 30, 2000, and
incorporated herein by reference).

10(f) 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, for the fiscal quarter ended December
31, 1999, and incorporated herein by reference).

-13-
16

PEERLESS MFG. CO. AND SUBSIDIARIES

10(g) Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan (filed as
Exhibit 10(h) to our Annual Report on Form 10-K for the fiscal year
ended 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, for the fiscal quarter ended December
31, 1999 and incorporated herein by reference).

10(h) 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(i) Term Note with Bank of America dated May 30, 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 for the fiscal year ended June 30, 2000, and
incorporated herein by reference).

10(j) Amendment and Waiver to Credit Agreement dated as of December 1, 2000,
by and between Peerless Mfg. Co. and The Chase Manhattan Bank (filed as
Exhibit 10(j) to our Quarterly Report on Form 10-Q for the three months
ended December 31, 2000, and incorporated herein by reference).

10(k) Amendment C to Eighth Amended and Restated Loan Agreement dated
November 30, 2000, between Bank of America, N.A. and Peerless Mfg. Co.
(filed as Exhibit 10(k) to our Quarterly Report on Form 10-Q for the
three months ended December 31, 2000, and incorporated herein by
reference).

10(l) Second Note Modification Agreement dated December 12, 2000, between
Bank of America, N.A., and Peerless Mfg. Co. (filed as Exhibit 10(l) to
our Quarterly Report on Form 10-Q for the three months ended December
31, 2000, and incorporated herein by reference).

10(m) Intercreditor Agreement dated November 30, 2000, among Bank of America,
N.A., The Chase Manhattan Bank and Peerless Mfg. Co. (filed as Exhibit
10(m) to our Quarterly Report on Form 10-Q for the three months ended
December 31, 2000, and incorporated herein by reference).

10(n) Security Agreement dated November 30, 2000, between Bank of America,
N.A. and Peerless Mfg. Co. (filed as Exhibit 10(n) to our Quarterly
Report on Form 10-Q for the three months ended December 31, 2000, and
incorporated herein by reference).

10(o) Deed of Trust dated November 30, 2000, granted by Peerless Mfg. Co. in
favor of Bank of America, N.A. (filed as Exhibit 10(o) to our Quarterly
Report on Form 10-Q for the three months ended December 31, 2000, and
incorporated herein by reference).

10(p) Renewal Line of Credit Note dated January 31, 2001, executed by
Peerless Mfg. Co. payable to Bank of America, N.A. in the stated
principal amount of $5,500,000 (filed as Exhibit 10(p) to our Quarterly
Report on Form 10-Q for the three months ended December 31, 2000, and
incorporated herein by reference).

10(q) Note Modification Agreement dated January 31, 2001, between PMC
Acquisition, Inc. d/b/a ABCO Industries and Bank of America, N.A.
(filed as Exhibit 10(q) to our Quarterly Report on Form 10-Q for the
three months ended December 31, 2000, and incorporated herein by
reference).

-14-
17

PEERLESS MFG. CO. AND SUBSIDIARIES

10(r) Amendment D to Eighth Amended and Restated Loan Agreement dated January
31, 2001, between Bank of America, N.A. and Peerless Mfg. Co. (filed as
Exhibit 10(r) to our Quarterly Report on Form 10-Q for the three months
ended December 31, 2000, and incorporated herein by reference).

10(s) Waiver and Fifth Amendment to Second Amended and Restated Loan
Agreement dated January 31, 2001, between The Chase Manhattan Bank and
Peerless Mfg. Co. (filed as Exhibit 10(s) to our Quarterly Report on
Form 10-Q for the three months ended December 31, 2000, and
incorporated herein by reference).

10(t) Fourth Amended and Restated Promissory Note dated January 31, 2001,
executed by Peerless Mfg. Co. payable to The Chase Manhattan Bank in
the stated principal amount of $5,500,000 (filed as Exhibit 10(t) to
our Quarterly Report on Form 10-Q for the three months ended December
31, 2000, and incorporated herein by reference).

21 Our Subsidiaries (filed as Exhibit 21 to our Annual Report on Form 10-K
for the fiscal year ended June 30, 2000, and incorporated herein by
reference).

- ----------

B. Reports on Form 8-K.

None.

-15-
18

PEERLESS MFG. CO. AND SUBSIDIARIES

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: May 11, 2001 /s/ Sherrill Stone
---------------------------------------------
Sherrill Stone, Chairman, President and Chief
Executive Officer

/s/ Robert J. Boutin
---------------------------------------------
Robert J. Boutin, Chief Financial Officer
(Principal Financial and Accounting Officer)

-16-
19

PEERLESS MFG. CO. AND SUBSIDIARIES

EXHIBIT INDEX

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, for the fiscal quarter ended
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, for the fiscal year ended June 30, 1997, and incorporated
herein by reference).

10(g) Peerless Mfg. Co. 1995 Stock Option and Restricted Stock Plan (filed as
Exhibit 10(h) to our Annual Report on Form 10-K for the fiscal year
ended 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, for the fiscal quarter ended December
31, 1999 and incorporated herein by reference).

10(h) 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

PEERLESS MFG. CO. AND SUBSIDIARIES

Registration Statement on Form 8-A(File No. 0-05214) and incorporated
herein by reference).

PEERLESS MFG. CO. AND SUBSIDIARIES

21 Our Subsidiaries (filed as Exhibit 21 to our Annual Report on Form 10-K
for the fiscal year ended June 30, 2000, and incorporated herein by
reference).