-----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, RIis9RGbwvjjd5d7grgYoXDI2CQX0gj1vNfA3SMuk9fxYkZw3R65gPp2TCRR8EXm 31Q8zAwaR9zv/TjywlcHFg== 0000950137-97-003332.txt : 19971014 0000950137-97-003332.hdr.sgml : 19971014 ACCESSION NUMBER: 0000950137-97-003332 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19970830 FILED AS OF DATE: 19971010 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: SEC FILE NUMBER: 001-11024 FILM NUMBER: 97693818 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 August 30, 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 August 30, 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. 16,154,082 common shares outstanding ------------------------------------ Page 1 of 13 3 Part I - Item 1 CLARCOR Inc. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands)
Restated August 30, November 30, ASSETS 1997 1996 ------------ ------------- (unaudited) (See Note 2) Current assets: Cash and short-term cash investments $ 18,228 $ 18,827 Accounts receivable, less allowance for losses of $2,330 for 1997 and $2,007 for 1996 62,346 58,739 Inventories: Raw materials 18,689 19,549 Work in process 8,715 11,663 Finished products 32,945 25,675 ---------- ---------- Total inventories 60,349 56,887 ---------- ---------- Prepaid expenses 1,642 2,391 Other current assets 3,662 3,882 ---------- ---------- Total current assets 146,227 140,726 ---------- ---------- Plant assets, at cost 181,733 175,950 less accumulated depreciation (98,840) (91,425) ---------- ---------- 82,893 84,525 ---------- ---------- Marketable equity securities, at fair value - 3,292 Excess of cost over fair value of assets acquired, less accumulated amortization 15,474 15,503 Pension assets 13,949 12,453 Other noncurrent assets 11,246 10,520 ---------- ---------- $ 269,789 $ 267,019 ========== ========== LIABILITIES Current liabilities: Current portion of long-term debt $ 1,152 $ 7,625 Accounts payable 21,199 20,366 Income taxes 4,536 3,984 Accrued and other liabilities 22,451 19,322 ---------- ---------- Total current liabilities 49,338 51,297 ---------- ---------- Long-term debt, less current portion 37,770 43,449 Long-term pension liabilities 7,620 6,607 Other long-term liabilities 9,029 10,077 Minority interest 981 908 Contingencies SHAREHOLDERS' EQUITY Capital stock 16,154 15,956 Retained earnings 148,749 138,210 Other shareholders' equity 148 515 ---------- ---------- 165,051 154,681 ---------- ---------- $ 269,789 $ 267,019 ========== ==========
See Notes to Consolidated Condensed Financial Statements Page 2 of 13 4 CLARCOR Inc. CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS (Dollars in thousands except per share data) (Unaudited)
Three Months Ended Nine Months Ended ------------------------------ ------------------------------ Restated Restated August 30, August 31, August 30, August 31, 1997 1996 1997 1996 -------------- -------------- -------------- -------------- Net sales $ 104,636 $ 99,134 $ 288,278 $ 271,688 Cost of sales 72,525 70,590 201,793 192,656 -------------- -------------- -------------- -------------- Gross profit 32,111 28,544 86,485 79,032 Selling and administrative expenses 18,576 16,957 53,737 49,749 Merger related expenses - - 2,972 - -------------- -------------- -------------- -------------- Operating profit 13,535 11,587 29,776 29,283 -------------- -------------- -------------- -------------- Other income (expense): Interest expense (623) (847) (2,063) (2,817) Interest income 247 169 706 643 Gain on sale of investment in marketable securities - - 1,706 - Other, net (189) 111 (243) (135) -------------- -------------- -------------- -------------- (565) (567) 106 (2,309) -------------- -------------- -------------- -------------- Earnings before income taxes and minority interests in earnings of subsidiaries 12,970 11,020 29,882 26,974 Provision for income taxes 4,848 4,024 11,634 9,893 -------------- -------------- -------------- -------------- Earnings before minority interests in earnings of subsidiaries 8,122 6,996 18,248 17,081 Minority interests in earnings of subsidiaries (37) (53) (98) (109) -------------- -------------- -------------- -------------- Net earnings $ 8,085 $ 6,943 $ 18,150 $ 16,972 ============== ============== ============== ============== Net earnings per common share $ 0.50 $ 0.44 $ 1.13 $ 1.07 ============== ============== ============== ============== Average number of common shares outstanding 16,144,350 15,951,516 16,066,954 15,933,470 ============== ============== ============== ============== Dividends paid per share $ 0.1625 $ 0.1600 $ 0.4875 $ 0.4800 ============== ============== ============== ==============
See Notes to Consolidated Condensed Financial Statements Page 3 of 13 5 CLARCOR Inc. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) ________
Nine Months Ended --------------------------- Restated August 30, August 31, 1997 1996 --------- ---------- Cash flows from operating activities: Net earnings $ 18,150 $ 16,972 Depreciation and amortization 9,114 8,086 Gain on sale of investment in marketable securities (1,706) - Changes in assets and liabilities (2,117) (20,377) Other, net (234) (209) --------- ---------- Net cash provided by operating activities 23,207 4,472 --------- ---------- Cash flows from investing activities: Proceeds from sale of investment 3,322 - Business acquisitions, net of cash acquired (796) (1,358) Investment in affiliate (36) (340) Additions to plant assets (7,524) (18,498) Disposition of plant assets 408 2,509 --------- ---------- Net cash used in investing activities (4,626) (17,687) --------- ---------- Cash flows from financing activities: Proceeds from long-term debt 1,000 9,870 Reduction of long-term debt (13,739) (6,400) Purchase of treasury stock - (430) Cash dividends paid (7,616) (7,100) Other, net 1,255 426 --------- ---------- Net cash used in financing activities (19,100) (3,634) --------- ---------- Net effect of exchange rate changes on cash (80) (15) --------- ---------- Net change in cash and short-term cash investments (599) (16,864) Cash and short-term cash investments, beginning of period 18,827 19,791 --------- ---------- Cash and short-term cash investments, end of period $ 18,228 $ 2,927 ========= ========== Cash paid during the period for: Interest $ 2,563 $ 3,007 ========= ========== Income taxes $ 10,300 $ 9,074 ========= ==========
See Notes to Consolidated Condensed Financial Statements Page 4 of 13 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 nine months and quarter ended August 31, 1996 were $29.1 million and $.7 million, and $10.2 million and $.4 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 August 30, 1997, the consolidated statements of earnings and the consolidated statements of cash flows for the periods ended August 30, 1997, and August 31, 1996, have been prepared by the Company without audit and include the results of UAS for the identical three and nine 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 Page 5 of 13 7 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Unaudited) Continued 2. CONSOLIDATED FINANCIAL STATEMENTS (Cont.) adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows have been made. The results of operations for the period ended August 30, 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 nine-month periods ended August 30, 1997 and August 31, 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 1996 ------------------------ ----------------------- Quarter Quarter Ended Nine Ended Nine (Dollars in Thousands) August 30 Months August 31 Months ------------------------ ----------------------- NET SALES BY SEGMENT: Engine/Mobile Filtration $ 54,247 $154,126 $ 49,213 $143,295 Industrial/Environmental Filtration 29,250 81,229 27,444 76,510 Consumer Products 21,139 52,923 22,477 51,883 ------------------------ ----------------------- $104,636 $288,278 $ 99,134 $271,688 ======================== ======================= OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration $ 9,528 $ 24,875 $ 7,767 $ 22,123 Industrial/Environmental Filtration 1,435 2,421 1,338 2,587 Consumer Products 2,572 5,452 2,482 4,573 ------------------------ ----------------------- 13,535 32,748 11,587 29,283 Merger related expenses - (2,972) - - ------------------------ ----------------------- $ 13,535 $ 29,776 $ 11,587 $ 29,283 ======================== =======================
Page 6 of 13 8 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 nine months ended August 30, 1997, and August 31, 1996, for both CLARCOR and UAS. RESULTS OF OPERATIONS THIRD QUARTER 1997 COMPARED TO THIRD QUARTER OF 1996. CLARCOR's results of operations for the third quarter of 1997 reflect continued sales increases and improved operating performance. Net sales increased 5.6% over the 1996 quarter as a result of increased volume from the Company's filtration segments offset by slightly lower sales from the consumer products segment. Increased sales by the Engine/Mobile Filtration segment resulted from higher sales volume of heavy duty and locomotive filtration products offset by lower volume of light duty filtration products. The decrease in sales levels for the light duty product line resulted from the planned elimination of low margin automotive filtration products. The Industrial/Environmental Filtration segment reported a sales increase of 6.6% for the quarter primarily from increased sales from UAS. The Company's Consumer Products segment recorded a 6.0% decrease in sales for the quarter. Increased sales volume of plastic closures was offset by lower sales of metal packaging products, partially as a result of customer requested delays into the fourth quarter. The segment's sales would have been approximately equal to the 1996 quarter had the scheduled shipments of metal packaging products occurred as planned. Operating profit increased 16.8% in the third quarter of 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 12.9% compared to 11.7% in the 1996 quarter. The increased operating profit for the Engine/Mobile segment resulted from a sales increase of over 10% and the continued integration of the Hastings Filters product line with Baldwin Filters. Major changes that have been made to the manufacturing and marketing areas have resulted in a significantly reduced loss for Hastings Filters for the third quarter compared to the earlier quarters of 1997 and the third quarter of 1996. The Industrial/Environmental Filtration segment reported a 7.2% increase in operating profit in the 1997 quarter from the 1996 quarter. Continued volume increases, production efficiencies and cost containment resulted in substantially improved margins for this segment from earlier 1997 quarters. The Consumer Page 7 of 13 9 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued Products segment recorded an improved operating margin of 12.2% in the 1997 quarter as a result of higher production levels of plastics product and improved cost containment from 1996. Net other expense, which remained at the same level as 1996, included increased interest income on significantly higher cash balances during the quarter and reduced interest expense on lower debt. Provision for income taxes for the quarter of $4,848,000 represented an effective rate of 37.4% of pretax earnings which compares to an effective rate of 36.5% in 1996. Net earnings of $8,085,000 for the 1997 quarter were 16.4% higher than the $6,943,000 reported in 1996 due to the strong operating performance for the 1997 quarter. Earnings per share increased to $.50 from $.44 in 1996, a 13.6% increase. NINE MONTHS 1997 COMPARED TO NINE MONTHS OF 1996 Net sales of $288,278,000 for the 1997 nine-month period increased 6.1% over the 1996 nine-month period. Each of the Company's segments reported increased sales for the period. The Engine/Mobile Filtration segment recorded a 7.6% increase as a result of increased domestic and international sales for heavy duty and locomotive filtration products offset by lower sales of light duty filters. Sales of industrial and environmental filtration products increased 6.2% for the 1997 nine-month period. Sales increases have resulted from expanded distribution including Airguard's 1997 acquisition of new sales and distribution locations in Ohio and Virginia and a distributor in Singapore. The Singapore operation will be used as a base to establish a filter manufacturing operation in Malaysia, which is expected to be in operation by mid-1998. The Consumer Products segment's sales increased 2.0% for the nine-month period and reflect improved sales of plastics products offset by lower sales of metal tubes and metal packaging products. Operating profit of $29,776,000 for nine months 1997 compares to $29,283,000 in 1996. The 1997 amount includes the effect of the UAS merger related expenses of $2,972,000 which were recorded in the first quarter. Excluding the impact of the merger related expenses, operating profit for the Company increased 11.8% for the nine-month period compared to 1996. The increased profit for the nine months resulted from increased sales of 6.1%, reduced manufacturing costs, and improved plant efficiencies. Other income totaled $106,000 for the 1997 nine-month period and compares to a total of other expense of $2,309,000 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 $11,634,000, which resulted in an effective rate of 38.9%, 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. Page 8 of 13 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued Net earnings were $18,150,000 for the 1997 nine-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 $19,450,000 or $1.21 per share. Net earnings for the first nine months of 1996 were $16,972,000, or $1.07 per share. Average shares outstanding were 16,066,954 at the end of the 1997 nine-month period and compared to 15,933,470 for the 1996 period. Both periods include the additional shares issued in connection with the merger of UAS. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities for nine months of 1997 increased to $23,207,000, primarily from reduced investment in working capital, compared to $4,472,000 provided by operating activities during the first nine months of 1996. Cash flows used in investing activities were lower for the first nine 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 $7,524,000 for nine months 1997 were $10,974,000 lower than in 1996. Cash flows used in financing activities in 1997 included payments on long-term debt of $13,739,000 compared to $6,400,000 in 1996. The 1997 payments include final payments on the 9.71% 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 significantly lower in 1997 than in 1996; however, the Company anticipates expanding plant and warehouse capacity in the filtration business in 1998 to meet continuing strong product demand. The Company's financial position at August 30, 1997 continued to be solid and sufficiently liquid to support current operations. Cash and short-term cash investments totaled $18,228,000 at the end of the quarter, a reduction of $599,000 from year-end 1996. Inventories increased $3,462,000 from year-end due to expected customer shipment requirements for the fourth quarter. Working capital, particularly inventory turnover, should continue to improve in 1998. 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 18.6% which was lower than the level of 21.9% at year-end as a result of the debt repayments made in 1997. The ratio of long-term debt to total capitalization, net of cash and cash investments, was 10.6% at August 30, 1997 compared to 13.7% at year-end 1996. At August 30, 1997, CLARCOR had 16,154,082 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. Page 9 of 13 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued OUTLOOK On the strength of the operating results from each of the businesses for nine months of 1997, the Company is expecting each segment to report solid fiscal year results. The Engine/Mobile Filtration segment's sales continue to reflect the strength of the aftermarket distribution channel and that trend is expected to continue through the fourth quarter of 1997. Additionally, the continued integration of the Hastings Filters line with Baldwin Filters remains a high priority and the improvement reflected in Hastings' third quarter results is expected to continue. An additional $1,500,000 investment in Baldwin-Weifang, the Company's manufacturing joint venture in China, will be made to expand production of air and liquid filter housings for the Chinese market and will increase the Company's ownership in the venture to 70%. This investment is not expected to materially impact the results of operations or financial position of the Company in 1997 or 1998. The Industrial/Environmental Filtration segment's recent investment in expanding distribution and new product development has resulted in strong order bookings. Increased sales and profits are expected for this segment for the balance of the year. The Consumer Products segment's sales are expected to be approximately equal with the fourth quarter of 1996; however, operating profit is expected to be improved over the 1996 level due to continued plant efficiencies and a better product sales mix. In the fourth quarter of 1996, the Company recorded a gain from the sale of marketable securities that resulted in an after-tax gain of $1,100,000 or $.07 per share which will not recur in the fourth quarter of 1997. The Company expects a good fourth quarter in 1997 and is well positioned moving into 1998, which is expected to be another record year of sales and profits for CLARCOR. 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 10 of 13 12 Part II - Other Information Item 6a - Exhibit (11), Computations of Per Share Earnings are presented on page 12. 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 11 of 13 13 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 10, 1997 By /s/ Bruce A. Klein - ---------------- ---------------------------------------- (Date) Bruce A. Klein, Vice President - Finance and Chief Financial Officer Page 13 of 13 EX-11 2 COMPUTATIONS OF PER SHARE EARNINGS 1 CLARCOR Inc. EXHIBIT (11) - COMPUTATIONS OF PER SHARE EARNINGS
Nine Months Ended --------------------------- Restated August 30, August 31, 1997 1996 --------------------------- AVERAGE SHARES OUTSTANDING 1. Average number of shares outstanding 16,066,954 15,933,470 2. Net additional shares resulting from assumed exercise of stock options* 255,564 224,892 ----------- ----------- 3. Adjusted average shares outstanding for fully diluted computation (1 plus 2) 16,322,518 16,158,362 =========== =========== Earnings per share of common stock: Primary $ 1.13 $ 1.07 =========== =========== Assuming full dilution $ 1.11 $ 1.05 =========== ===========
* 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 12 of 13 EX-27 3 FINANCIAL DATA SCHEDULE
5 1,000 9-MOS NOV-29-1997 DEC-01-1996 AUG-30-1997 18,228 0 64,676 2,330 60,349 146,227 181,733 98,840 269,789 49,338 37,770 0 0 16,154 148,897 269,789 288,278 288,278 201,793 201,793 0 0 2,063 29,882 11,634 18,150 0 0 0 18,150 1.13 1.11
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