-----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, dA7zH0CL8zsbtv+MdPAJOz4T3rcQWWlyHGMtamEczHGzUTbY6I5Hy3UxsxBECcRH noxLXe9p7bMclpHFKjmuCg== 0000109710-94-000031.txt : 19941031 0000109710-94-000031.hdr.sgml : 19941031 ACCESSION NUMBER: 0000109710-94-000031 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940923 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19941026 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARK EQUIPMENT CO /DE/ CENTRAL INDEX KEY: 0000109710 STANDARD INDUSTRIAL CLASSIFICATION: 3537 IRS NUMBER: 380425350 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05646 FILM NUMBER: 94555271 BUSINESS ADDRESS: STREET 1: 100 N MICHIGAN ST STREET 2: PO BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 BUSINESS PHONE: 2192390100 MAIL ADDRESS: STREET 2: 100 N MICHIGAN ST P O BOX 7008 CITY: SOUTH BEND STATE: IN ZIP: 46634 FORMER COMPANY: FORMER CONFORMED NAME: CLARK EQUIPMENT CO DATE OF NAME CHANGE: 19691109 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 25, 1994 CLARK EQUIPMENT COMPANY (Exact name of registrant as specified in its charter) Delaware 1-5646 38-0425350 (State or other juris- (Commission (IRS Employer diction of incorporation) File Number) Identification Number) 100 North Michigan Street P. O. Box 7008 South Bend, Indiana (Address of principal 46634 executive offices) (Zip Code) Registrant's telephone number (219) 239-0100 including area code Total Number of Pages: 9 Exhibit Index at Page: 3 -1- ITEM 5. OTHER EVENTS On October 25, 1994, Registrant issued a press release regarding its results for the third quarter of 1994. A copy of this press release is attached as Exhibit (99) and incorporated in this Item by reference. The press release contains certain forward-looking statements about Registrant as defined in paragraph (c) of Rule 3B-6, "Liability for Certain Statements by Issuers" issued pursuant to the Securities Exchange Act of 1934. The forward-looking statements of Registrant published in the press release are reaffirmed hereby. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Exhibit (99) - Registrant's press release regarding its results for the third quarter of 1994 issued October 25, 1994. 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. CLARK EQUIPMENT COMPANY /s/ John J. Moran, Jr. John J. Moran, Jr. Assistant Secretary Date: October 26, 1994 -2- EXHIBIT LIST AND INDEX Filed Herewith Unless Exhibit Description Otherwise Indicated (27) Financial Data Schedules Page 4 (99) Registrant's Press Release Page 5 dated October 25, 1994 -3- EX-27 2 WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
5 This schedule contains summary financial information extracted from the financial statements of Clark Equipment Company for the period ending September 30, 1994 and is qualified in its entirety by reference to such financial statements. 1,000 9-MOS DEC-31-1994 SEP-30-1994 43,845 188,200 113,452 5,655 125,111 498,267 405,831 218,430 1,185,019 221,968 194,266 323,987 0 0 86,560 1,185,019 696,587 696,898 548,066 548,066 0 0 15,157 64,517 21,421 87,555 34,159 0 0 121,714 6.99 6.99 4
EX-99 3 EXHIBIT (99) Clark Equipment Company 100 North Michigan St. P.O. Box 7008 South Bend, Indiana 46634 NEWS RELEASE Contact: Joe Fimbianti Release Date: Immediate 219-239-0176 CLARK REPORTS $1.86 EPS FOR THIRD QUARTER SOUTH BEND, INDIANA, October 25, 1994 -- Clark Equipment Company (NYSE: CKL) today announced net income for the three months ended September 30, 1994, of $32.3 million, or $1.86 per share, compared to net income of $3.2 million, or $0.18 per share, in the prior year period. Sales for third quarter 1994 were $249.2 million compared to $167.1 million in third quarter 1993. The announcement was made by Leo J. McKernan, Clark chairman, president and chief executive officer. "Continued gains by Clark Equipment Company's core businesses and a marked improvement in its construction machinery joint venture significantly increased sales and earnings during the third quarter," said Mr. McKernan. For the first nine months of 1994, Clark reported net income of $121.7 million, or $6.99 per share, compared to net income of $29.6 million, or $1.70 per share, in 1993. Net income from continuing operations was $87.6 million, or $5.03 per share, compared to $14.2 million, or $0.82 per share, for the first nine months of 1993. Clark consolidated revenues for the nine-month period of 1994 were $696.9 million compared to $517.5 million for the prior year period. Earnings from Clark consolidated operations, which include Melroe Company, Clark-Hurth Components, and Blaw-Knox Construction Equipment Corporation, continued their upward trend in the third quarter, rising to $16.5 million, or $0.95 per share, on sales of $249.2 million. This result compares to Clark consolidated net income of $1.4 million, or $0.08 per share, on sales of $167.1 million in third quarter 1993. Blaw-Knox results are not included in 1993. Clark's share of earnings from its construction machinery joint venture, VME, rose in third quarter 1994 to $16.0 million, or $0.92 per share, a sharp improvement over net income of $1.8 million, or $0.10 per share, a year earlier. Outlining the factors that contributed to Clark's third quarter increases, Mr. McKernan said, "Gross margins and operating margins increased compared to third quarter 1993. Melroe sales and operating income overcame the third quarter traditional seasonal downturn. Clark-Hurth Components continued its three-quarter upward profit trend. Blaw-Knox, Clark's asphalt paving business acquired earlier this year, contributed its first full quarter of results to corporate sales and earnings. Renewed strength in VME markets and its leaner cost structure combined to deliver strong third quarter earnings from operations." - 5 - New orders during the quarter rose to $260.4 million, an increase of approximately 55 percent, compared to $168.2 million for the same period in 1993 and up seven percent from second quarter 1994. At September 30, 1994, the order backlog was $202.4 million compared to $122.1 million in third quarter 1993 and $191.2 million in second quarter 1994. Order rates increased at all Clark businesses compared to a year earlier. Order and backlog data for the second and third quarters of 1994 include Blaw-Knox. Discussing Clark's Melroe operations, Mr. McKernan said, "Melroe's North American operations resisted its normal seasonal downturn in the third quarter, producing sales and earnings close to its record second quarter results. Momentum in the North American business continued to be strong, with the skid-steer loader industry recording a 20 percent increase in retail activity compared to 1993." He added that Melroe shipments were up more than 30 percent compared to third quarter 1993. "European sales of Bobcat skid-steer loaders increased somewhat from depressed 1993 levels, although demand remained sluggish," said Mr. McKernan. He went on to say that European mini-excavator sales continued to expand and are running more than 10 percent ahead of 1993 third quarter sales. In July, Melroe announced a $15.0 million expansion of its Gwinner, North Dakota, plant. The additional 160,000 square feet will assure adequate manufacturing capacity to meet projected growth in demand for Bobcat products worldwide. "Improving construction machinery markets in North America and Europe helped to increase earnings at Clark-Hurth during the third quarter," said Mr. McKernan, noting that order rates remained at high levels, with orders at the end of nine months more than 60 percent ahead of the prior year. He added, "For the third consecutive quarter, Clark-Hurth profitability increased. Factors contributing to Clark-Hurth gains included improved economic conditions, share gains in major markets and continuing cost controls." Discussing Clark's asphalt paving equipment business, Mr. McKernan said, "Performance at Blaw-Knox has exceeded our expectations. Increases in domestic road-paving activity and expanded exports drove sales and earnings above 1993 levels. Order rates for the third quarter were 15 percent ahead of the same period in 1993. Improved earnings resulted from increased unit sales, a better product mix and increasing parts sales." European markets remained stagnant with no clear signs of improvement. However, cost reductions in the United Kingdom helped improve margins, despite flat production. Clark's share of VME net income in third quarter 1994 was $16.0 million, or $0.92 per share, up significantly from net income of $1.8 million, or $0.10 per share, in the prior year period. Sales were $357.9 million, up 26 percent from $283.1 million in third quarter 1993. Discussing VME's performance, Mr. McKernan said, "The market demand for construction equipment remained strong in North America and is showing some improvement in most European markets. Increased sales volumes, improved price realization and higher capacity utilization drove the earnings improvement." - 6 - Looking ahead at the remainder of 1994, Mr. McKernan said, "We expect sales and earnings in fourth quarter 1994 to show continued strength compared to the prior year, with production and shipping rates similar to the third quarter. All indications are that Clark's strong operating performance will continue into the foreseeable future." Clark Equipment Company designs, manufactures and markets skid-steer loaders, construction machinery, asphalt paving equipment, and axles and transmissions for off-highway equipment. - 7 - CLARK EQUIPMENT COMPANY AND CONSOLIDATED SUBSIDIARIES STATEMENT OF INCOME AND RETAINED EARNINGS (UNAUDITED)
For the Period Ended September 30, (Amounts in Thousands, except per share data) Third Quarter Nine Months 1994 1993* 1994 1993* Net sales............................................$ 249,210 $ 167,126 $ 696,898 $ 517,486 Operating costs and expenses: Cost of goods sold................................. 195,944 136,390 548,066 412,651 Selling, general and administrative expenses......................... 28,683 29,962 83,223 77,283 224,627 166,352 631,289 489,934 Operating income...................................... 24,583 774 65,609 27,552 Other income, net..................................... 4,204 4,959 14,065 10,128 Interest expense...................................... (4,926) (5,388) (15,157) (15,980) Pre-tax income from consolidated operations........... 23,861 345 64,517 21,700 Provision (credit) for income taxes................... 7,345 (1,054) 21,421 4,939 Income from consolidated operations................... 16,516 1,399 43,096 16,761 Equity in net income (loss) of associated companies............................ 15,822 1,787 44,459 (2,547) Income from continuing operations..................... 32,338 3,186 87,555 14,214 Discontinued operations: Income from operations............................. 0 6,886 1,275 9,261 Gain on sale....................................... 0 0 32,884 0 Income from discontinued operations................... 0 6,886 34,159 9,261 Income before effect of change in accounting principle..................... 32,338 10,072 121,714 23,475 Effect of accounting change--income taxes............. - - - 6,150 Net income............................................ 32,338 10,072 121,714 29,625 Add: Income retained at beginning of period............................. 182,084 64,346 92,708 44,869 Deduct: Excess cost of treasury shares issued over the cost of certain employee benefits.............. 0 (53) 0 23 Income retained at end of period.....................$ 214,422 $ 74,471 $ 214,422 $ 74,471 Income per share: From continuing operations........................$ 1.86 $ .18 $ 5.03 $ .82 From discontinued operations....................... - .40 1.96 .53 From effect of accounting change................... - - - .35 Net income........................................$ 1.86 $ .58 $ 6.99 $ 1.70 Average number of shares.............................. 17,399 17,419 17,416 17,418 Number of shares outstanding at end of period................................... 17,398 17,374 17,398 17,374 * Restated to reflect the deconsolidation of the automotive business.
- 8 - CLARK EQUIPMENT COMPANY AND CONSOLIDATED SUBSIDIARIES CONDENSED BALANCE SHEET (Amounts in Thousands)
Sept.30 Dec.31 1994 1993 ASSETS Unaudited Audited Current Assets: Cash, equivalents, and short-term investments...........$ 232,045 $ 235,828 Accounts and notes receivable............................ 106,426 77,103 Accounts receivable from associated companies............ 1,371 2,041 Refundable income taxes.................................. 0 3,543 Inventories.............................................. 125,111 108,620 Deferred tax assets--net................................. 28,364 29,202 Other current assets..................................... 4,950 5,434 Total current assets.................................. 498,267 461,771 Investments and advances--associated companies ............. 189,230 122,106 Deferred tax assets--net ................................... 105,718 101,018 Property, plant and equipment--net.......................... 178,782 201,924 Assets held for sale........................................ 8,619 6,765 Goodwill.................................................... 169,658 67,461 Other assets................................................ 34,745 40,890 Total assets.........................................$ 1,185,019 $ 1,001,935 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities: Notes payable...........................................$ 16,160 $ 22,512 Accounts payable and accrued liabilities................. 160,128 150,142 Income taxes payable..................................... 7,250 4,139 Accrued postretirement benefits.......................... 20,643 19,560 Deferred income taxes.................................... 4,353 800 Current installments on long-term debt................... 13,434 9,612 Total current liabilities............................. 221,968 206,765 Long-term borrowings........................................ 194,266 204,770 Other non-current liabilities............................... 101,800 74,686 Accrued postretirement benefits............................. 240,398 233,239 Deferred income taxes....................................... 16,040 14,322 Total liabilities..................................... 774,472 733,782 Stockholders' Equity: Capital stock............................................ 323,987 323,540 Retained earnings........................................ 214,422 92,708 Cumulative translation and other adjustments............. (43,007) (67,083) Common stock held in treasury at cost.................... (53,571) (49,728) Leveraged Employee Stock Ownership Plan shares........................................... (31,284) (31,284) Total stockholders' equity............................ 410,547 268,153 Total liabilities and stockholders' equity...........$ 1,185,019 $ 1,001,935 Debt/Capitalization Ratio................................... 35.3% 46.9% Year-to-date capital expenditures..........................$ 26,575 $ 29,877 Year-to-date depreciation charges..........................$ 25,863 $ 36,379 - 9 -
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