-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FT9EawEHvCMMhLJuOnBb9Vhh43pVGZ8wwCB4Zdit9fHzR6RCb89Qam3rc5XUgd1f cp+LnLA8MEIE8GLQGKdRbQ== 0000950137-97-002376.txt : 19970711 0000950137-97-002376.hdr.sgml : 19970711 ACCESSION NUMBER: 0000950137-97-002376 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970531 FILED AS OF DATE: 19970710 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: 97639000 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 1 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 May 31, 1997 _______ REGISTRANT: CLARCOR Inc. (Delaware) _______ 2 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 May 31, 1997 Commission File Number 1-11024 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. 16,127,812 common shares outstanding ------------------------------------------------------ Page 1 of 14 3 Part I - Item 1 - --------------- CLARCOR Inc. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands) ________
Restated May 31, November 30, ASSETS 1997 1996 ----------- ------------ (unaudited) (See Note 2) Current assets: Cash and short-term cash investments $ 9,289 $ 18,827 Accounts receivable, less allowance for losses of $2,347 for 1997 and $2,007 for 1996 59,828 58,739 Inventories: Raw materials 19,352 19,549 Work in process 11,154 11,663 Finished products 31,031 25,675 --------- --------- Total inventories 61,537 56,887 --------- --------- Prepaid expenses 1,524 2,391 Other current assets 4,012 3,882 --------- --------- Total current assets 136,190 140,726 --------- --------- Plant assets, at cost 180,157 175,950 less accumulated depreciation (96,017) (91,425) --------- --------- 84,140 84,525 --------- --------- Marketable equity securities, at fair value - 3,292 Excess of cost over fair value of assets acquired, less accumulated amortization 15,678 15,503 Pension assets 13,410 12,453 Other noncurrent assets 10,563 10,520 --------- --------- $ 259,981 $ 267,019 ========= ========= LIABILITIES Current liabilities: Current portion of long-term debt $ 1,206 $ 7,625 Accounts payable 21,214 20,366 Income taxes 3,608 3,984 Accrued and other liabilities 19,242 19,322 --------- --------- Total current liabilities 45,270 51,297 --------- --------- Long-term debt, less current portion 38,023 43,449 Long-term pension liabilities 7,017 6,607 Other long-term liabilities 9,079 10,077 Minority Interest 981 908 Contingencies SHAREHOLDERS' EQUITY Capital stock 16,128 15,956 Retained earnings 143,275 138,210 Other shareholders' equity 208 515 --------- --------- 159,611 154,681 --------- --------- $ 259,981 $ 267,019 ========= =========
See Notes to Consolidated Condensed Financial Statements Page 2 of 14 4 CLARCOR Inc. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Dollars in thousands except per share data) (Unaudited) _________
Three Months Ended Six Months Ended --------------------------- --------------------------- Restated Restated May 31, June 1, May 31, June 1, 1997 1996 1997 1996 ----------- ----------- ----------- ----------- Net sales $ 96,684 $ 91,540 $ 183,642 $ 172,554 Cost of sales 66,818 64,153 129,268 122,066 ----------- ----------- ----------- ----------- Gross profit 29,866 27,387 54,374 50,488 Selling and administrative expenses 17,995 16,625 35,161 32,792 Merger related expenses - - 2,972 - ----------- ----------- ----------- ----------- Operating profit 11,871 10,762 16,241 17,696 ----------- ----------- ----------- ----------- Other income (expense): Interest expense (635) (1,008) (1,440) (1,970) Interest income 171 241 459 474 Gain on sale of investment in marketable securities - - 1,706 - Other, net (143) 59 (54) (246) ----------- ----------- ----------- ----------- (607) (708) 671 (1,742) ----------- ----------- ----------- ----------- Earnings before income taxes and minority interests in earnings of subsidiaries 11,264 10,054 16,912 15,954 Provision for income taxes 4,176 3,738 6,786 5,869 ----------- ----------- ----------- ----------- Earnings before minority interests in earnings of subsidiaries 7,088 6,316 10,126 10,085 Minority interests in earnings of subsidiaries (40) (39) (61) (56) ----------- ----------- ----------- ----------- Net earnings $ 7,048 $ 6,277 $ 10,065 $ 10,029 =========== =========== =========== =========== Net earnings per common share $ 0.44 $ 0.39 $ 0.63 $ 0.63 =========== =========== =========== =========== Average number of common shares outstanding 16,077,336 15,932,284 16,031,422 15,923,915 =========== =========== =========== =========== Dividends paid per share $ 0.1625 $ 0.1600 $ 0.3250 $ 0.3200 =========== =========== =========== ===========
See Notes to Consolidated Condensed Financial Statements Page 3 of 14 5 CLARCOR Inc. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) ________
Six Months Ended ----------------------------- Restated May 31, June 1, 1997 1996 --------- --------- Cash flows from operating activities: Net earnings $ 10,065 $ 10,029 Depreciation and amortization 5,911 5,203 Gain on sale of investment in marketable securities (1,706) - Changes in assets and liabilities (5,239) (11,981) Other, net (192) (143) --------- --------- Net cash provided by operating activities 8,839 3,108 --------- --------- Cash flows from investing activities: Proceeds from sale of investment 3,322 - Business acquisitions, net of cash acquired (846) (1,358) Investment in affiliate (38) (119) Additions to plant assets (5,377) (9,878) Disposition of plant assets 302 1,819 --------- --------- Net cash used in investing activities (2,637) (9,536) --------- --------- Cash flows from financing activities: Proceeds from long-term debt 1,000 9,517 Reduction of long-term debt (12,845) (5,025) Purchase of treasury stock - (430) Cash dividends paid (5,005) (4,732) Other, net 1,211 426 --------- --------- Net cash used in financing activities (15,639) (244) --------- --------- Net effect of exchange rate changes on cash (101) (127) --------- --------- Net change in cash and short-term cash investments (9,538) (6,799) Cash and short-term cash investments, beginning of period 18,827 19,791 --------- --------- Cash and short-term cash investments, end of period $ 9,289 $ 12,992 ========= ========= Cash paid during the period for: Interest $ 1,567 $ 1,714 ========= ========= Income taxes $ 6,622 $ 5,554 ========= =========
See Notes to Consolidated Condensed Financial Statements Page 4 of 14 6 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) - -------------------------------------------------------------------------------- 1. BUSINESS COMBINATION AND MERGER RELATED COSTS On February 28, 1997, the Company completed its acquisition of United Air Specialists, Inc. (UAS), a manufacturer of air quality equipment based in Cincinnati, Ohio. The Company issued 1,081,741 shares of its common stock in exchange for all the shares of UAS stock. Additional shares of its common stock (approximately 127,590 shares) will be issued upon exercise of UAS options. The transaction has been structured as a statutory merger accounted for as a pooling of interests. As a result of the acquisition, UAS became a subsidiary of the Company. Under the requirements of the pooling of interests accounting treatment, the consolidated condensed financial statements for the periods presented have been restated (except for cash dividends declared per share, which represent the historical dividends declared by the Company) to include the results of operations, cash flows, and financial positions of UAS. UAS' fiscal year-end for all periods presented has been changed to the Saturday closest to November 30. Therefore, the Company's restated consolidated financial statements for fiscal 1996 include UAS for the period beginning December 1, 1995, and ending on November 30, 1996. Certain prior period amounts for UAS have been reclassified to conform with the presentation of such data by the Company. UAS' net sales and net earnings for the six months and quarter ended June 1, 1996 were $18.9 million and $.3 million, and $10.0 million and $.5 million, respectively. No intercompany transactions existed between the two companies during the periods presented. A one-time pre-tax charge of $3 million ($2.4 million net of tax) covering the costs of the merger includes legal and professional fees, non-compete agreements, and costs to integrate the businesses of the two companies. 2. CONSOLIDATED FINANCIAL STATEMENTS The November 30, 1996 restated consolidated balance sheet data was derived from CLARCOR's year-end financial statements and UAS' unaudited November 30, 1996 balance sheet, but does not include all disclosures required by generally accepted accounting principles. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. The consolidated balance sheet as of May 31, 1997, the consolidated statements of earnings and the consolidated statements of cash flows for the periods ended May 31, 1997, and June 1, 1996, have been prepared by the Company without audit and include the results of UAS for the identical three and six month periods, as applicable. The financial statements have been prepared on the same basis as those in the Company's November 30, 1996 annual report to shareholders. 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. Page 5 of 14 7 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) Continued - -------------------------------------------------------------------------------- 2. CONSOLIDATED FINANCIAL STATEMENTS (Cont.) The results of operations for the period ended May 31, 1997 are not necessarily indicative of the operating results for the full year. 3. RECLASSIFICATION Certain amounts within the financial statements have been reclassified to conform to the current period presentation. The reclassification had no effect on retained earnings or net income as previously reported. 4. SEGMENT DATA The Company operates in three principal product segments: Engine/Mobile Filtration, Industrial/Environmental Filtration, and Consumer Products. The segment data for the three-month and six-month periods ended May 31, 1997 and June 1, 1996, respectively, are shown below. Net sales represent sales to unaffiliated customers, as reported in the consolidated condensed statements of earnings. Intersegment sales were not material. The information below has been restated to reflect the current segment groupings.
1997 ------------------------------------------------ Quarter Ended ---------------------------- Six (Dollars in Thousands) March 1 May 31 Months ------------------------------------------------ NET SALES BY SEGMENT: Engine/Mobile Filtration $ 46,353 $53,526 $ 99,879 Industrial/Environmental Filtration 26,201 25,778 51,979 Consumer Products 14,404 17,380 31,784 ------------------------------------------------ $ 86,958 $96,684 $183,642 ================================================ OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration $ 6,282 $ 9,065 $ 15,347 Industrial/Environmental Filtration 214 772 986 Consumer Products 846 2,034 2,880 ------------------------------------------------ $ 7,342 $11,871 $ 19,213 Merger related expenses (2,972) - (2,972) ------------------------------------------------ $ 4,370 $11,871 $ 16,241 ================================================
Page 6 of 14 8 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) Continued - -------------------------------------------------------------------------------- 4. SEGMENT DATA (Cont.)
1996 Restated ----------------------------------------- Quarter Ended ------------------------ Six (Dollars in Thousands) March 2 June 1 Months ----------------------------------------- NET SALES BY SEGMENT: Engine/Mobile Filtration $43,332 $50,750 $ 94,082 Industrial/Environmental Filtration 23,832 25,234 49,066 Consumer Products 13,850 15,556 29,406 ----------------------------------------- $81,014 $91,540 $172,554 ========================================= OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration $ 6,281 $ 8,075 $ 14,356 Industrial/Environmental Filtration (126) 1,375 1,249 Consumer Products 779 1,312 2,091 ----------------------------------------- $ 6,934 $10,762 $ 17,696 =========================================
Page 7 of 14 9 Part II - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On February 28, 1997, the merger of United Air Specialists, Inc. (UAS) into CLARCOR was completed. This transaction was accounted for as a pooling of interests, and as a result, CLARCOR's financial statements were restated for all periods presented to include the results of operations, cash flows and financial positions of UAS. The Company's restated consolidated financial statements for fiscal 1996 will include UAS for the period beginning December 1, 1995, and ending on November 30, 1996. The fiscal periods presented in this report are for the three months and six months ended May 31, 1997, and June 1, 1996, for both CLARCOR and UAS. RESULTS OF OPERATIONS SECOND QUARTER 1997 COMPARED TO SECOND QUARTER OF 1996. CLARCOR's growth in sales, operating profit and earnings in the second quarter of 1997 over the 1996 quarter resulted from strong performance by the Company's Engine/Mobile Filtration and Consumer Products segments. Net sales increased 5.6% over the 1996 quarter as a result of increased volume from each of the Company's segments. Increased sales by the Engine/Mobile Filtration segment resulted from higher volume at both the Baldwin Filter and Clark Filter units offset by reduced sales from the Hastings product line. The decrease in sales for the Hastings product line resulted from the planned elimination of low margin automotive filtration products. The Industrial/Environmental Filtration segment reported a sales increase of 2.2% for the quarter. This increase resulted from a higher volume of shipments from the Airguard operation offset by lower sales from UAS in the 1997 quarter due to the timing of customer shipments. The Company's Consumer Products segment recorded an 11.7% increase in sales for the quarter due to higher sales volume of plastic closures and metal promotional products. Operating profit in the second quarter increased 10.3% in 1997 over 1996 results. This greater increase in profit, compared to the sales increase of 5.6%, resulted from increased production volumes and the Company's continued emphasis on increasing productivity and reducing costs. Operating margin increased to 12.3% compared to 11.8% in the 1996 quarter. The increased operating profit for the Engine/Mobile segment resulted from a combined sales increase of over 10% for Baldwin and Clark Filter. The continued integration of the Hastings Filters product line with Baldwin Filters resulted in a reduced loss for Hastings Filters for the second quarter compared to the first quarter of 1997. The Industrial/Environmental Filtration segment reported lower operating profit in the 1997 quarter than in the 1996 quarter. An increase of more than 60% in Airguard's operating profit was offset by a much lower level of profit from UAS for the quarter. UAS' reduced profit was due to the delay and mix of customer shipments, an unusually high level of profit in the second quarter of 1996, and a higher level of distribution and marketing costs in 1997. The Consumer Products segment recorded substantially higher operating profit in the 1997 quarter as a result of higher production and sales levels than in 1996 for both the metal and plastic operations. Page 8 of 14 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued Other expense for the quarter was lower than the 1996 quarter due to a lower level of interest expense on the reduced level of debt. Provision for income taxes for the quarter of $4,176,000 represented an effective rate of 37.1% of pretax earnings, which compares to an effective rate of 37.2% in 1996. Net earnings of $7,048,000 for the 1997 quarter were 12.3% higher than the $6,277,000 reported in 1996 due to the strong operating performance for the 1997 quarter. Earnings per share increased to $.44 from $.39 in 1996, a 12.8% increase. SIX MONTHS 1997 COMPARED TO SIX MONTHS OF 1996 Net sales of $183,642,000 for the 1997 six-month period increased 6.4% over the 1996 six-month period. Each of the Company's segments reported increased sales for the period. Higher sales volume was recorded for Baldwin's and Clark Filter's engine/mobile filtration products, Airguard's and UAS' industrial and environmental filtration products, and J.L. Clark's plastic and metal packaging products. Lower sales volume in 1997 for the Hastings' light duty engine/mobile filter line was due to the planned elimination of lower margin products. Operating profit of $16,241,000 for six months 1997 compares to $17,696,000 in 1996. The 1997 amount includes the effect of the UAS merger related expenses of $2,972,000 that were recorded in the first quarter. Excluding the impact of the merger related expenses, operating profit for the Company increased 8.6% for the six-month period compared to 1996. The increased profit for the six months resulted from increased sales of 6.4%, reduced manufacturing costs, and improved plant efficiencies. Other income totaled $671,000 for the 1997 six-month period and compares to a total of other expense of $1,742,000 for the 1996 period. The change from 1996 is related to the $1,706,000 gain on sale of marketable securities recorded in the first quarter of 1997 and reduced interest expense due to the lower level of debt in 1997. The provision for income taxes of $6,786,000, which resulted in an effective rate of 40.1%, is higher than last year's amount due to a higher level of earnings in 1997 and because certain of the merger related charges recorded in the first quarter of 1997 are not fully deductible for tax purposes. Net earnings were $10,065,000 for the 1997 six-month period and reflect two unusual items recorded in the first quarter of 1997, a gain on the sale of marketable securities and the UAS merger related charges. Without the impact of the unusual items recorded in the first quarter of 1997, net earnings would have been approximately $11,300,000 or $.71 per share. Net earnings for the first six months of 1996 were $10,029,000, or $.63 per share. Average shares outstanding were 16,031,422 at the end of the 1997 six-month period and compared to 15,923,915 for the 1996 period. The amounts include the additional shares issued in connection with the merger of UAS. Page 9 of 14 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities increased $5,731,000 primarily from reduced investment in working capital compared to the first six months of 1996. Cash flows used in investing activities were lower for the first six months of 1997 compared to 1996 due to the proceeds of $3,322,000 received in first quarter 1997 from the sale of marketable securities. In addition, plant asset additions of $5,377,000 for six months 1997 were $4,501,000 lower than in 1996. Cash flows used in financing activities in 1997 included payments on long-term debt of $12,845,000 compared to $5,025,000 in 1996. The 1997 payments include final payments on the 9.7% term note and on certain high cost debt assumed in the UAS merger. During the first quarter of 1997 and prior to the merger, UAS used an additional $1,000,000 on a line of credit. Additional borrowings in 1996 included $8,410,000 of industrial revenue bonds used to finance the Hastings Filters plant expansion. CLARCOR's current operations continue to generate adequate cash to fund operating needs, pay dividends, and provide for the repayment of the Company's long-term debt. Sufficient lines of credit remain available to fund current operating needs. The Company's level of capital expenditures is expected to be lower in 1997 than in 1996. The Company's financial position at May 31, 1997, continued to be solid and sufficiently liquid to support current operations. Cash and short-term cash investments totaled $9,289,000 at the end of the quarter, a reduction of $9,538,000 from year-end 1996. Inventories increased $4,650,000 from year-end due to expected customer shipment requirements for the third and fourth quarters. The current ratio at the end of the quarter was 3.0:1 compared to 2.7:1 at the end of fiscal 1996. The current year ratio of long-term debt to total capitalization was 19.2% which was lower than the level of 21.9% at year-end as a result of the debt repayments made in 1997. At May 31, 1997, CLARCOR had 16,127,812 shares of common stock outstanding that included 1,081,741 shares issued for the UAS merger. The increase in shares outstanding from the prior year is primarily due to additional shares issued upon exercise of stock options. OUTLOOK On the strength of the operating results from each of the businesses in the second quarter, the Company is expecting each segment to report solid fiscal year results. The order volume for the Engine/Mobile Filtration segment continues to outpace the market and that trend is expected to continue through the third and fourth quarters of 1997. Additionally, the continued integration of the Hastings Filters line with Baldwin Filters remains a high priority and the improvement reflected in Hastings' second quarter results is expected to continue. During the second quarter, Airguard received its largest order for a gas turbine intake filtration system for $2.8 million. Order bookings were at record levels for UAS at the end of the quarter and, as a result, increased sales and profits are expected for UAS for the balance of the year. The Consumer Products segment's sales are expected to be approximately equal with the second half of 1996; Page 10 of 14 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued however, operating profit is expected to be improved over the 1996 level due to continued plant efficiencies and a better product sales mix. FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY Certain statements quoted in the body of this report, and statements in the "Outlook" section of this report are forward-looking. These statements involve risk and uncertainty. Actual future results and trends may differ materially depending on a variety of factors, including the volume and timing of orders received during the quarter, the mix of changes in distribution channels through which the Company's products are sold, the timing and acceptance of new products and product enhancements by the Company or its competitors, changes in pricing, product life cycles, purchasing patterns of distributors and customers, competitive conditions in the industry, business cycles affecting the markets in which the Company's products are sold, extraordinary events, such as litigation or acquisitions, including related charges, and economic conditions generally or in various geographic areas. All of the foregoing matters are difficult to forecast. The future results of the Company may fluctuate as a result of these and the other risk factors detailed from time to time in the Company's Securities and Exchange Commission reports. Due to the foregoing items, it is possible that, in some future quarters, the Company's operating results will be below the expectation of some stock market analysts and investors. In such event, the price of the CLARCOR common stock could be materially adversely affected. Page 11 of 14 13 Part II - Other Information Item 6a - Exhibit (11), Computations of Per Share Earnings are presented on page 13. Item 6b - On June 2, 1997, the Company filed a Form 8-K to report the quarterly income statement data and segment data as restated for the year ended November 30, 1996 to include the results of United Air Specialists' operations. The Form 8-K was amended on July 7, 1997 to correct the presentation of the first quarter 1997's segment data. Page 12 of 14 14 CLARCOR Inc. EXHIBIT (11) - COMPUTATIONS OF PER SHARE EARNINGS _______________
Six Months Ended ------------------------------------ Restated May 31, June 1, AVERAGE SHARES OUTSTANDING 1997 1996 ------------------------------------ 1. Average number of shares outstanding 16,031,422 15,923,915 2. Net additional shares resulting from assumed exercise of stock options* 356,046 380,446 ----------- ----------- 3. Adjusted average shares outstanding for fully diluted computation (1 plus 2) 16,387,468 16,304,361 =========== =========== Earnings per share of common stock: Primary $ 0.63 $ 0.63 =========== =========== Assuming full dilution $ 0.61 $ 0.62 =========== ===========
* 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. See Notes to Consolidated Condensed Financial Statements Page 13 of 14 15 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) July 10, 1997 By /s/ Bruce A. Klein - --------------- -------------------------------- (Date) Bruce A. Klein, Vice President - Finance and Chief Financial Officer Page 14 of 14 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 U.S. 6-MOS NOV-29-1997 DEC-01-1996 MAY-31-1997 1.0 9,289 0 62,175 2,347 61,537 136,190 180,157 96,017 259,981 45,270 38,023 0 0 16,128 143,483 259,981 183,642 183,642 129,268 129,268 0 0 1,440 16,912 6,786 10,065 0 0 0 10,065 .63 .61
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