-----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, FShfdBAEIz2SCyfhrbkYJU0hF3qRyypSkxNuNDOVXFaKA8ZQi8ei4uzbIQAg7HL1 v/gjPL+cDuKMBqPYG/qa4w== 0000912057-95-002322.txt : 19950414 0000912057-95-002322.hdr.sgml : 19950414 ACCESSION NUMBER: 0000912057-95-002322 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950304 FILED AS OF DATE: 19950410 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CLARCOR INC CENTRAL INDEX KEY: 0000020740 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [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: 95527979 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 10-Q AND FDS 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 MARCH 4, 1995 _______ 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 March 4, 1995 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. 14,775,029 common shares outstanding ------------------------------------ Page 1 of 10 CLARCOR INC. CONSOLIDATED CONDENSED BALANCE SHEETS (DOLLARS IN THOUSANDS) ------------
MARCH 4, NOVEMBER 30, ASSETS 1995 1994 ----------- ----------- (UNAUDITED) (AUDITED) Current assets: Cash and short-term cash investments $ 8,010 $ 19,567 Accounts receivable less allowance for losses of $1,531 for 1995 and $1,580 for 1994 41,684 42,545 Inventories: Raw materials 14,818 12,009 Work-in-process 5,789 3,799 Finished product 18,270 14,450 ----------- ----------- Total inventories 38,877 30,258 Prepaid expenses 2,920 2,926 Other 3,233 3,154 ----------- ----------- Total current assets 94,724 98,450 ----------- ----------- Plant assets, at cost 125,157 121,659 Less accumulated depreciation (70,857) (69,044) ----------- ----------- 54,300 52,615 ----------- ----------- Marketable equity securities, at fair value 3,627 3,655 Excess of cost over fair value of assets acquired, less accumulated amortization 15,177 15,191 Pension assets 10,727 10,237 Other noncurrent assets 7,449 8,300 ----------- ----------- $ 186,004 $ 188,448 ----------- ----------- ----------- ----------- LIABILITIES Current liabilities: Current portion of long-term debt $ 7,579 $ 7,579 Accounts payable 14,052 13,769 Income taxes 3,582 2,051 Accrued and other liabilities 12,629 16,062 ----------- ----------- Total current liabilities 37,842 39,461 Long-term debt less current portion 15,167 17,013 Long-term pension liabilities 5,694 5,616 Other long-term liabilities 8,802 8,725 Minority interest 265 171 Contingencies SHAREHOLDERS' EQUITY Capital stock 14,775 14,804 Foreign currency translation adjustments (1,748) (609) Unrealized holding gain on marketable equity securities, net of taxes 989 911 Other shareholders' equity 104,218 103,196 ----------- ----------- 118,234 118,302 Common stock in treasury, at cost - (840) ----------- ----------- 118,234 117,462 ----------- ----------- $ 186,004 $ 188,448 ----------- ----------- ----------- -----------
See Notes to Consolidated Financial Statements. Page 2 of 10 CLARCOR INC. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA) (UNAUDITED) -----------
THREE MONTHS ENDED ------------------------ MARCH 4, FEBRUARY 26, 1995 1994 ----------- ----------- Net sales $ 62,137 $ 55,890 Cost of sales 44,445 39,706 ----------- ----------- Gross profit 17,692 16,184 Selling and administrative expenses 11,065 10,285 ----------- ----------- Operating profit 6,627 5,899 ----------- ----------- Other income (expense): Interest expense (570) (758) Interest income 226 171 Minority interest in earnings of subsidiary (18) - Other, net 350 227 ----------- ----------- (12) (360) ----------- ----------- Earnings before income taxes 6,615 5,539 Provision for income taxes 2,643 2,124 ----------- ----------- Earnings before cumulative effect of accounting change 3,972 3,415 Cumulative effect of accounting change - 630 ----------- ----------- Net earnings $ 3,972 $ 4,045 ----------- ----------- ----------- ----------- Net earnings per common share: From operations $ 0.27 $ 0.23 From cumulative effect of accounting change - 0.04 ----------- ----------- $ 0.27 $ 0.27 ----------- ----------- ----------- ----------- Average number of common shares outstanding 14,768,988 14,825,888 ----------- ----------- ----------- ----------- Dividends paid per share $ 0.1575 $ 0.1550 ----------- ----------- ----------- -----------
See Notes to Consolidated Financial Statements. Page 3 of 10 CLARCOR INC. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (DOLLARS IN THOUSANDS) (UNAUDITED) -----------
THREE MONTHS ENDED ------------------------ MARCH 4, FEBRUARY 26, 1995 1994 ----------- ----------- Cash flows from operating activities $ (3,765) $ 2,132 ----------- ----------- Cash flows from investing activities: Additions to plant assets (3,775) (1,998) Disposition of plant assets 51 127 Other, net 118 282 ----------- ----------- Net cash used in investing activities (3,606) (1,589) ----------- ----------- Cash flows from financing activities: Reduction of long-term debt (1,846) (1,905) Cash dividends paid (2,321) (2,292) Other, net 39 - ----------- ----------- Net cash used in financing activities (4,128) (4,197) ----------- ----------- Net effect of exchange rate changes on cash (58) - ----------- ----------- Net change in cash and short-term cash investments (11,557) (3,654) Cash and short-term cash investments, beginning of period 19,567 13,838 ----------- ----------- Cash and short-term cash investments, end of period $ 8,010 $ 10,184 ----------- ----------- ----------- ----------- Cash paid during the period for: Interest $ 612 $ 848 ----------- ----------- ----------- ----------- Income taxes $ 893 $ 1,120 ----------- ----------- ----------- -----------
See Notes to Consolidated Financial Statements. Page 4 of 10 CLARCOR INC . NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (UNAUDITED) - ------------------------------------------------------------------------------- 1. CONSOLIDATED FINANCIAL STATEMENTS The November 30, 1994 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 March 4, 1995, the consolidated statements of earnings, and the consolidated statements of cash flows for the periods ended March 4, 1995 and February 26, 1994 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, 1994 annual report to shareholders. The results of operations for the period ended March 4, 1995 are not necessarily indicative of the operating results for the full year. 2. SHAREHOLDERS' EQUITY During the quarter ended March 4, 1995, the Company retired all of the shares of common stock held in treasury. All such shares resumed the status of authorized and unissued shares of common stock of the Company. 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 10 Part I - Item 2 - --------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS CLARCOR reported increased sales, operating profit, earnings and earnings per share from operations over the same quarter last year. Substantial gains were recorded from operations in the Filtration Products Group, and were aided by significantly improved results in the Consumer Products Group. For the remainder of the year, the Company expects continued strength in the operations of both of these groups. Consolidated sales in the current year increased 11.2% to $62,137,000 from $55,890,000 reported in the first quarter of 1994. Sales in the Filtration Products Group increased 11.1% over sales levels in the comparable quarter of last year. Increases were recorded in the group's principal markets of heavy duty, railroad locomotive and industrial air filters. Consumer Products Group sales increased 11.3% over the prior year's first quarter, due chiefly to increased sales of plastic closures and metal tubes. Consolidated operating profit increased $728,000 to $6,627,000 in the current quarter. This is a 12.3% increase over the first quarter last year. Filtration Group operating profit increased 7.3%, mainly attributable to gains recorded in the group's heavy duty and railroad locomotive operations. Operating profits in the group's industrial air filter operations declined, the result of pricing pressures and manufacturing inefficiencies. First quarter operating profit in the Consumer Products Group rose sharply in comparison to last year. Profits benefited from increased sales of higher margin plastic closures. Current year first quarter other expense reflected a net $12,000, compared to prior year first quarter net expense of $360,000, due principally to lower interest expense on reduced long-term debt balances. First quarter earnings before income taxes totaled $6,615,000 in the current year. This was an increase of 19.4% over prior year pre-tax income, and resulted from operating gains recorded in both of the Company's operating groups, and, to a lesser extent, from the reduced interest expense. The current year first quarter provision for income taxes was $2,643,000, and represented an effective rate of 40.0% of pre-tax earnings. This compares to prior year first quarter income taxes totaling $2,124,000, or an effective rate of 38.3%. Current year first quarter earnings before the cumulative effect of an accounting change totaled $3,972,000. This was a 16.3% increase over comparable first quarter earnings of $3,415,000 last year. In the first quarter of 1994, CLARCOR adopted the provisions of Statement of Financial Accounting Standards No. 109, "Accounting for Income Taxes". The adoption of this new standard resulted in increased earnings of $630,000. Consolidated net earnings totaled $3,972,000 in the current quarter. This was a decrease of 1.8% compared to net earnings of $4,045,000 in the first quarter of 1994, a quarter which benefited from the new income tax accounting standard. Earnings per share from operations in the current quarter were $.27, and compare to per share earnings of $.23 from operations in the first quarter of last year. The cumulative effect of the income tax accounting change contributed $.04 per share to earnings in the prior year, making total earnings per share $.27. Page 6 of 10 Part I - Item 2 - --------------- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued CLARCOR continued to maintain a strong and liquid consolidated balance sheet. Total assets at March 4, 1995 were $186,004,000. Working capital at the end of the first quarter totaled $56,882,000, compared to $58,989,000 at November 30, 1994. Among the current assets and liabilities, inventories were increased to take advantage of opportunistic purchases. As a result, cash and investment balances were reduced. Accrued and other liabilities were also reduced during the quarter. The current ratio at the end of the first quarter was 2.5:1, the same as at the end of 1994. During the first quarter, plant assets net of accumulated depreciation increased $1,685,000 to $54,300,000, as the Company continued to invest in productive capacity. The long-term debt less the current portion declined to $15,167,000 as scheduled debt repayments continued to be made during the quarter. Consolidated shareholders' equity increased in the current quarter to $118,234,000, an increase of $772,000 over the year-end 1994 level. Total capitalization at the end of the first quarter declined $1,074,000 to $133,401,000. This compares to $134,475,000 at November 30, 1994. As a percent of total capitalization, long-term debt at the end of the first quarter was 11.4%, compared to 12.7% at the end of fiscal 1994. CLARCOR recorded a net cash decrease of $11,557,000 in the first quarter of 1995. This compares to a cash decrease of $3,654,000 during the first quarter of 1994. Net cash from operating activities in the first quarter reflected a total use of $3,765,000 compared to a total of $2,132,000 generated in the first quarter of 1994. The difference is due to increased current year investment in inventories. Net cash used in current year first quarter investing activities totaled $3,606,000, compared to $1,589,000 of net cash used in the first quarter of 1994. This current quarter figure reflected higher levels of investment in plant assets. Current quarter financing activities used net cash of $4,128,000, compared to $4,197,000 in the first quarter last year. Reductions of long-term debt and cash dividends paid in the current quarter approximated those of a year earlier. The current level of CLARCOR's operations continue to generate sufficient cash to fund operating needs, to pay dividends, and to provide for the repayment of the Company's long-term debt. Sufficient lines of credit remain available to meet these current operating needs. CLARCOR currently anticipates capital expenditures in fiscal 1995 of approximately $15,500,000, up from the level of $11,400,000 in fiscal 1994. These expenditures are primarily for the expansion of manufacturing capacity for both the Filtration and Consumer operations, and to continue investments in productivity improvement programs. The Company is in the process of securing additional lines of credit to meet these needs. Page 7 of 10 Part II - Other Information - --------------------------- Item 4 - Submission of Matters to a Vote of Security Holders --------------------------------------------------- At the annual meeting of shareholders of CLARCOR Inc. held on March 30, 1995, all of management's nominees for directors, as listed in the proxy statement dated February 23, 1995, were elected. There were outstanding, as of the close of business on the February 16, 1995 record date, 14,770,017 shares of common stock. There were present at the meeting, in person or by proxy, the holders of 12,900,803 shares of common stock. The three nominees elected received votes as follows:
For Withheld --- -------- Carl J. Dargene 12,857,719 43,084 Lawrence E. Gloyd 12,857,817 42,986 Richard A. Snell 12,857,219 43,584
The terms of J. Marc Adam, Milton R. Brown, Frank A. Fiorenza, Dudley J. Godfrey, Jr., Stanton K. Smith, Jr. and Don A. Wolf were continued. Item 6a - Exhibit (11), Computations of Per Share Earnings are presented on page 9. Item 6b - No reports on Form 8-K have been filed during the quarter ended March 4, 1995. Page 8 of 10 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) April 10, 1995 By /s/ Bruce A. Klein - ---------------------------------- --------------------------------------- (Date) Bruce A. Klein, Vice President-Finance and Chief Financial Officer Page 10 of 10 EX-11 2 EXHIBIT 11 CLARCOR INC. EXHIBIT (11) - COMPUTATIONS OF PER SHARE EARNINGS
THREE MONTHS ENDED --------------------------------- MARCH 4, FEBRUARY 26, 1995 1994 --------------------------------- AVERAGE SHARES OUTSTANDING - -------------------------- 1. Average number of shares 14,768,988 14,825,888 2. Net additional shares resulting from assumed exercise of stock options* 222,592 278,193 -------------------------------- 3. Adjusted average shares outstanding for fully diluted computation (1 plus 2) 14,991,580 15,104,081 -------------------------------- -------------------------------- Earnings per share of common stock: Primary $.27 $.27 ---- ---- ---- ---- Assuming full dilution $.26 $.27 ---- ---- ---- ----
* 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. EX-27 3 EXHIBIT 27
5 1,000 3-MOS DEC-02-1995 DEC-04-1994 MAR-04-1995 8,010 0 43,215 1,531 38,877 94,724 125,157 70,857 186,004 37,842 15,167 14,775 0 0 103,459 186,004 62,137 62,137 44,445 44,445 0 0 570 6,615 2,643 3,972 0 0 0 3,972 .27 .26
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