-----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, LiPacUwynlRzivIJRjUgHRgKWbobr5NDm0YEiKggMbieExGIYxocj+gKxuQa7PaA Uo6F3tMag6kx94cOPCWn7g== 0000912057-94-003345.txt : 19941017 0000912057-94-003345.hdr.sgml : 19941017 ACCESSION NUMBER: 0000912057-94-003345 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19940827 FILED AS OF DATE: 19941007 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: 3714 IRS NUMBER: 360922490 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-11024 FILM NUMBER: 94552059 BUSINESS ADDRESS: STREET 1: 2323 SIXTH ST STREET 2: PO BOX 7007 CITY: ROCKFORD STATE: IL ZIP: 61125 BUSINESS PHONE: 8159628867 MAIL ADDRESS: STREET 1: 2323 SIXTH STREET CITY: ROCKFORD STATE: IL ZIP: 61125 FORMER COMPANY: FORMER CONFORMED NAME: CLARK J L MANUFACTURING CO /DE/ DATE OF NAME CHANGE: 19871001 10-Q 1 FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 ------- FORM 10-Q QUARTERLY REPORT ------- Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 ------- for quarter ended August 27, 1994 ------- REGISTRANT: CLARCOR Inc. (DELAWARE) ------- FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D. C. 20549 QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For Quarter Ended August 27, 1994 Commission File Number 0-3801 CLARCOR Inc. ----------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 36-0922490 - - - ------------------------------------ ------------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 2323 Sixth Street, P. O. Box 7007, Rockford, Illinois 61125 - - - ------------------------------------------------------ -------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 815-962-8867 ------------ No Change - - - ------------------------------------------------------------------------------- (Former name, former address and former 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 --- --- Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the close of the period covered by this report. 14,798,169 common shares outstanding ------------------------------------ Page 1 of 12 Part I - Item 1 - - - --------------- CLARCOR INC. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in Thousands) -------
August 27, November 30, ASSETS 1994 1993 ----------- ----------- (Unaudited) (Audited) Current assets: Cash and short-term cash investments $ 3,840 $ 13,838 Accounts receivable less allowance for losses of $1,619 for 1994 and $1,544 for 1993 42,570 40,911 Inventories: Raw materials 13,265 9,480 Work-in-process 6,766 3,833 Finished product 15,177 13,683 -------- -------- Total inventories 35,208 26,996 Prepaid expenses 3,272 1,175 Other 3,326 3,241 -------- -------- Total current assets 88,216 86,161 -------- -------- Plant assets, at cost 120,671 112,254 Less accumulated depreciation (69,681) (64,618) -------- -------- 50,990 47,636 -------- -------- Investment in affiliates 8,990 8,002 Excess of cost over fair value of assets acquired, less accumulated amortization 15,424 15,701 Other noncurrent assets 12,420 12,396 -------- -------- $176,040 $169,896 -------- -------- -------- -------- LIABILITIES Current liabilities: Current portion of long-term debt $ 7,636 $ 7,921 Accounts payable 13,971 9,777 Income taxes 2,657 1,592 Dividend payable 2,331 -- Accrued and other liabilities 12,728 13,998 -------- -------- Total current liabilities 39,323 33,288 Long-term debt less current portion 19,003 24,617 Other long-term liabilities 7,424 7,350 Contingencies SHAREHOLDERS' EQUITY Capital stock 14,828 14,819 Foreign currency translation adjustments (430) (1,465) Other shareholders' equity 96,379 91,287 -------- -------- 110,777 104,641 Common stock in treasury, at cost (487) -- -------- -------- 110,290 104,641 -------- -------- $176,040 $169,896 -------- -------- -------- --------
See Notes to Consolidated Financial Statements. Page 2 of 12 CLARCOR INC. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Dollars in Thousands Except per Share Data) (Unaudited) -----------
Three Months Ended Nine Months Ended -------------------------- ------------------------------ August 27, August 28, August 27, August 28, 1994 1993 1994 1993 ---------- ---------- ----------- ---------- Net sales $67,724 $64,634 $188,745 $156,279 Cost of sales 47,724 45,250 133,642 108,735 ------- ------- -------- -------- Gross profit 20,000 19,384 55,103 47,544 Selling and administrative expenses 10,318 11,425 32,388 29,294 ------- ------- -------- -------- Operating profit 9,682 7,959 22,715 18,250 ------- ------- -------- -------- Other income (deductions): Interest expense (659) (904) (2,128) (2,680) Interest income 113 168 339 684 Other 357 424 750 879 ------- ------- -------- -------- (189) (312) (1,039) (1,117) ------- ------- -------- -------- Earnings before income taxes 9,493 7,647 21,676 17,133 Provision for income taxes 3,614 2,587 8,207 6,201 ------- ------- -------- -------- Earnings before cumulative effect of accounting change 5,879 5,060 13,469 10,932 Cumulative effect of accounting change -- -- 630 -- ------- ------- -------- -------- Net earnings $ 5,879 $ 5,060 $ 14,099 $ 10,932 ------- ------- -------- -------- ------- ------- -------- -------- Net earnings per common share: From operations $.40 $.34 $.91 $.74 From cumulative effect of accounting change -- -- .04 -- ------- ------- -------- -------- $.40 $.34 $.95 $.74 ----- ----- ----- ----- ----- ----- ----- ----- Average number of common shares outstanding 14,821,256 14,843,398 14,821,256 14,843,398 ---------- ---------- ---------- ---------- ---------- ---------- ---------- ---------- Dividends paid per share $.155 $.155 $.465 $.455 ----- ----- ----- ----- ----- ----- ----- -----
See Notes to Consolidated Financial Statements Page 3 of 12 CLARCOR INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in Thousands) (Unaudited) -------
Nine Months Ended ------------------------- August 27, August 28, 1994 1993 ------- ------- Cash flows from operating activities $10,349 $ 9,242 ------- ------- Cash flows from investing activities: Proceeds from sale of Precision Products Group -- 20,700 Business acquisitions, net of cash acquired -- (12,824) Additions to plant assets (7,838) (8,210) Disposition of plant assets 268 54 Other, net 483 1,266 ------- ------- Net cash (used in) provided by investing activities (7,087) 986 ------- ------- Cash flows from financing activities: Reduction of long-term debt (5,899) (5,518) Purchase of treasury stock (487) (3,369) Cash dividends paid (6,874) (6,746) Other, net -- (179) ------- ------- Net cash used in financing activities (13,260) (15,812) ------- ------- Net change in cash and short-term cash investments (9,998) (5,584) Cash and short-term cash investments, beginning of period 13,838 15,051 ------- ------- Cash and short-term cash investments, end of period $ 3,840 $ 9,467 ------- ------- ------- ------- Cash paid during the period for: Interest $ 2,228 $ 2,678 ------- ------- ------- ------- Income taxes $ 6,627 $ 6,318 ------- ------- ------- -------
See Notes to Consolidated Financial Statements. Page 4 of 12 CLARCOR INC. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) ----------- 1. CONSOLIDATED FINANCIAL STATEMENTS The November 30, 1993 consolidated balance sheet data was derived from audited financial statements, but does not include all disclosures required by generally accepted accounting principles. The consolidated balance sheet as of August 27, 1994, the consolidated statements of earnings, and the consolidated statements of cash flows for the periods ended August 27, 1994 and August 28, 1993 have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been made. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these consolidated financial statements be read in conjunction with the consolidated financial statements and notes thereto included in the Company's November 30, 1993 annual report to shareholders. The results of operations for the period ended August 27, 1994 are not necessarily indicative of the operating results for the full year. 2. ACQUISITIONS The Company purchased all of the shares of Airguard Industries, Inc. on April 30, 1993 and the assets of Guardian Filter/United Engine Life effective June 1, 1993, for $13,504 in cash, including acquisition expenses. Unaudited pro forma net sales for the Company would have been $179,131 for the nine months ended August 28, 1993. Net earnings and earnings per share for this period would not have been significantly affected. These 1993 unaudited pro forma amounts are presented as if the acquisitions had occurred at the beginning of the period presented and does not purport to be indicative of what would have occurred had the acquisitons been made as of that date or of results which may occur in the future. 3. INCOME TAXES In December 1993, the Company adopted the provisions of Statement of Financial Accounting Standards (SFAS) No. 109 "Accounting for Income Taxes". SFAS 109 requires a change from the deferred to the liability method of computing deferred income taxes. The liability method requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the tax basis and financial reporting basis of assets and liabilities. The cumulative effect of adoption as of the beginning of fiscal 1994 was to increase net earnings by $630. Page 5 of 12 PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CLARCOR's operations in the third quarter reflected increased sales, operating profit, net earnings and earnings per share when compared to the prior year. For the nine months, current year-to-date operations also reflected substantial increases in sales, operating profit, net earnings and earnings per share when compared to the same period last year. The Company continued to maintain a strong and liquid balance sheet, and cash flow remained adequate to meet CLARCOR's current operating needs, to provide for additional productive assets, to service and repay the Company's debt, and pay dividends. Consolidated net sales of $67,724,000 in the third quarter of 1994 increased 4.8% over sales of $64,634,000 reported in the third quarter of last year. Compared to the prior year's quarter, sales in the Filtration Products Group increased, while sales in the Consumer Products Group declined. Sales increases in the Filtration Products Group were led by strong gains in the group's heavy duty, air filtration, and railroad locomotive markets. Current quarter sales of Consumer Products fell below those of the prior year's third quarter due to the nonrecurrence in the current year of the sale of engineering services recorded last year, and to customer-delayed shipments of promotional containers to the fourth quarter. CLARCOR's third quarter operating profit of $9,682,000 increased $1,723,000, or 21.6%, over operating profit of $7,959,000 reported last year. Operating profit in the Filtration Products Group increased 42.6%. This increase reflected the group's strong current quarter profits, and compares to last year's quarter which included reduced profits resulting from the establishment of reserves for the settlement of legal issues. In the Consumer Products Group, operating profits were lower than last year. This was the result of the inclusion in last year's operations of profit from the sale of engineering services which did not recur in the current year, and a lower level of promotional container shipments. Other income (deductions) was a net expense of $189,000, compared to expense of $312,000 in the third quarter of 1993. The current year reduction principally reflected reduced interest expense, and a higher level of recorded equity earnings from affiliates. These more than offset reductions in interest income and currency gains from levels recorded in the prior year. The provision for income taxes in the third quarter totaled $3,614,000, and reflected an effective rate of 38.1%. This compares to a total of $2,587,000 in the prior year's quarter, an effective rate of 33.8%. The lower rate in the prior year reflected a reduction in that period of previously established accruals for taxes. Consolidated net earnings in the third quarter totaled $5,879,000 in the current year, an increase of $819,000, or 16.2% compared to earnings of $5,060,000 recorded in the same quarter last year. Earnings per share from operations were $.40 in the current quarter, up significantly from $.34 reported in the third quarter of the prior year. Consolidated net sales for the nine months year-to-date totaled $188,745,000, an increase of $32,466,000, or 20.8%, over year-to-date net sales of $156,279,000 recorded in 1993. Compared to the prior year, net sales in the Filtration Products Group increased, while sales in the Consumer Products Group declined. Sales in the Company's Filtration Products Group increased 30.5% over the prior year's total. This increase was attributable to sales reported in the current period for a full nine months from the group's 1993 acquisitions compared to acquisition sales reported for a period of four months in the prior year, and increased sales in the heavy duty, railroad locomotive, and air filtration markets. Without the impact of the acquisitions, Filtration sales for the nine months increased 8.0%. Consumer Products Group sales declined 3.0% from the level of the prior year-to-date. This decline reflected the nonrecurrence in the current year of the sale of engineering services, and customer-delayed shipments in the promotional container segment of the business. Page 6 of 12 PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued Consolidated current year-to-date operating profit totaled $22,715,000, and was $4,465,000, or 24.5% higher than profit of $18,250,000 recorded last year. The increase reflected higher profits in the Filtration Products Group and lower profits in the Consumer Products Group. Profits in the Filtration Products Group increased significantly over the level of 1993. The 1993 profit included the result of the non-recurring Baldwin N.V. charge, and a charge for the establishment of reserves for the settlement of legal issues. Consumer Products operating profit was lower than in the prior nine month period due to profit reductions from the nonrecurrence in the current year of the sale of engineering services, and to lower sales in the promotional container segment. Other income (deductions) was a net expense of $1,039,000, compared to expense of $1,117,000 in 1993. The current year reduction originated principally from reduced interest expense on the lower long-term debt balances, partially offset by lower interest earnings. Consolidated net earnings before the cumulative effect of an accounting change for the current nine months totaled $13,469,000, an increase of $2,537,000, or 23.2% over net earnings of $10,932,000 in the prior nine months. The 1993 earnings were reduced by the Filtration $1,500,000 nonrecurring charge, unreduced by any tax benefits, and the after-tax effect of the establishment of the legal reserve. Total net earnings in the current year were $14,099,000, compared to $10,932,000 last year, after the impact of the adoption of FAS 109. Earnings per share from operations for the nine month period totaled $.91, compared to $.74 per share earned during the comparable period last year. The prior year per share earnings were reduced by $.10 from the recognition of the non-recurring Baldwin N.V. charge. Effective with the first quarter of the current year, CLARCOR adopted Financial Accounting Standards No. 109, "Accounting for Income Taxes". As a result of the adoption of this standard, the Company recorded $.04 per share in additional first quarter earnings. Total earnings per share in the current year were $.95, compared to $.74 last year. The Company maintained a strong and liquid consolidated balance sheet through the nine month period of the current year. Current assets increased to $88,216,000, from $86,161,000 at the beginning of the period. Within the current assets, cash needs relating chiefly to increased inventories and plant and equipment additions reduced the cash and short-term investments balance to $3,840,000 from the beginning of the year total of $13,838,000. Inventories were increased $8,212,000 to $35,208,000 in preparation for heavy fourth quarter shipments. Working capital totaled $48,893,000 at the end of the current nine months, and compares to $52,873,000 at November 30, 1993. The current ratio was 2.2:1 at August 27, 1994. This compares to 2.6:1 at the beginning of the year. Continued investment in productive assets increased the level of net plant assets $3,354,000, to $50,990,000. Total assets of $176,040,000 increased $6,144,000, or 3.6%, over total assets of $169,896,000 at the beginning of the year. CLARCOR's current liabilities increased $6,035,000 in the current year, to $39,323,000. This increase resulted principally from increased accounts payable and a current year dividends payable balance which was not present at year-end. The higher accounts payable balance is related to the higher level of current year operations, and the dividends payable balance is the result of the timing of the dividend declaration. The long-term portion of notes payable decreased to $19,003,000 from $24,617,000, principally the result of payments made on the Company's fixed rate debt. Page 7 of 12 PART I - ITEM 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued CLARCOR increased the shareholders' equity balance by $5,649,000 to $110,290,000 since November 30, 1993. This increase results from strong current year operations, reduced by dividends and the acquisition of $487,000 of treasury shares within the shareholders' equity section. The Company's capitalization remained healthy at the end of the third quarter. Total capitalization at the end of the current quarter was $129,293,000. Equity capital was 85.3% of the total, while debt capital was 14.7%. This compares to total capitalization at the end of the prior year of $129,258,000. Of this total, equity capital was 81.0%, while debt capital was 19.0%. The Company's ability to generate cash remains strong. CLARCOR continues to generate sufficient cash to maintain the current level of operations, to fund needed capital additions, and to meet current debt obligations. Adequate lines of credit remain open to the Company as needed. Net cash produced from operating activities in the nine months of the current year totaled $10,349,000, compared to net cash of $9,242,000 from operating activities in the prior year. The increase in the cash produced is chiefly the result of higher net earnings, partially offset by increased investment in inventories. Net cash of $7,087,000 was used in the current nine months for investing activities, principally plant asset additions. Net cash of $986,000 was provided by investing activities in the prior year, and reflects the collection of the Precision Products Group sale receivable and the subsequent 1993 business acquisitions and plant asset additions. Cash used in current year financing activities totaled $13,260,000, compared to $15,812,000 in 1993. The current year usage reflects $5,899,000 of long-term debt payments and $487,000 of treasury stock repurchases, whereas the prior year included $3,369,000 of treasury share purchases and $5,518,000 of long-term debt payments. Cash dividend payments approximate the prior year. CLARCOR's core businesses remain healthy, and are projected to generate continued growth in sales, operating profit and cash flow. The Company also expects the acquisitions made in 1993 to show continued improvements in sales, operating profit and cash flow. Page 8 of 12 PART II - OTHER INFORMATION Item 6a - Exhibit (11), Computations of Per Share Earnings are presented on page 10. Item 6b - No reports on Form 8-K have been filed during the quarter ended August 27, 1994. Page 9 of 12 SIGNATURE 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 thereunto duly authorized. CLARCOR INC. (Registrant) October 7, 1994 By /s/ L. P. HARNOIS - - - -------------------------- ----------------------------------------- (Date) L. P. Harnois, Senior Vice President and Chief Financial Officer Page 11 of 12 EX-11 2 EXHIBIT 11 CLARCOR INC. EXHIBIT (11) - COMPUTATIONS OF PER SHARE EARNINGS -------
Nine Months Ended ------------------------ August 27, August 28, 1994 1993 ---------- ---------- AVERAGE SHARES OUTSTANDING 1. Average number of shares outstanding 14,821,256 14,843,398 2. Net additional shares resulting from assumed exercise of stock options* 222,219 186,685 ---------- ---------- 3. Adjusted average shares outstanding for fully diluted computation (1 plus 2) 15,043,475 15,030,083 ---------- ---------- ---------- ---------- Earnings per share of common stock: Primary $.95 $.74 ---- ---- ---- ---- Assuming full dilution $.94 $.73 ---- ---- ---- ---- * Assumes proceeds from exercise of stock options used to purchase treasury shares at the greater of the quarter-end or the average market price during the period.
Page 10 of 12 EX-27 3 EXHIBIT 27
5 1,000 9-MOS DEC-03-1994 NOV-28-1993 AUG-27-1994 3,840 0 44,189 1,619 35,208 88,216 120,671 69,681 176,040 39,323 19,003 14,828 0 0 95,462 176,040 188,745 188,745 133,642 133,642 0 0 2,128 21,676 8,207 13,469 0 0 630 14,099 .95 .94
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