-----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, EKEscY+7jhRf2FjyDBRjUc7+HJ+/azz9qTU/xX9UPw6DO6ADsfSeqbosoWjfxGBH pn2JPZzJWhtKBE39IqI/YQ== 0000950137-03-004828.txt : 20030919 0000950137-03-004828.hdr.sgml : 20030919 20030919130650 ACCESSION NUMBER: 0000950137-03-004828 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030917 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030919 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-11024 FILM NUMBER: 03902280 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 8-K 1 c79672e8vk.txt CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) SEPTEMBER 17, 2003 CLARCOR INC. (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 1-11024 36-0922490 - ------------------------------- ---------------- ---------------------- (State or other jurisdiction of (Commission File (IRS Employer incorporation) Number) Identification Number)
2323 Sixth Street, P.O. Box 7007, Rockford, Illinois, 61125 ------------------------------------------------- (Address of principal executive offices) 815-962-8867 ------------------------- (Registrant's telephone number, including area code) N/A - -------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report). ITEM 7. FINANCIAL STATEMENTS & EXHIBITS Exhibit 99.1 - Press Release dated September 17, 2003. ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On September 17, 2003, CLARCOR Inc., a Delaware corporation (NYSE: CLC) (the "Company"), issued a press release disclosing the Company's financial results for its third quarter and the nine month period which ended on August 30, 2003. Such press release is filed as an exhibit to this current report on Form 8K. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. CLARCOR INC. September 18, 2003 By:/s/ Norman E. Johnson Chairman of the Board, President & Chief Executive Officer EX-99.1 3 c79672exv99w1.txt PRESS RELEASE EXHIBIT 99.1 FOR FURTHER INFORMATION CONTACT: Bruce A. Klein Vice President-Finance and Chief Financial Officer Rockford, Illinois 815-962-8867 FOR IMMEDIATE RELEASE WEDNESDAY, SEPTEMBER 17, 2003 CLARCOR REPORTS RECORD THIRD QUARTER 2003 RESULTS NET EARNINGS AND EARNINGS PER SHARE UP 17% OVER LAST YEAR'S Q3 UNAUDITED FISCAL THIRD QUARTER AND NINE MONTHS 2003 HIGHLIGHTS (Amounts in thousands, except per share data and percentages)
- ------------------------------------------------------------------------------------------------------------------------ QUARTER ENDED % NINE MONTHS ENDED % 8/30/03 8/31/02 CHANGE 8/30/03 8/31/02 CHANGE - ------------------------------------------------------------------------------------------------------------------------ AS REPORTED ON A GAAP BASIS: Net Sales $190,647 $189,368 0.7 $547,916 $524,140 4.5 Operating Profit $ 22,655 $ 20,517 10.4 $ 58,680 $ 53,719 9.2 Net Earnings $ 14,304 $ 12,185 17.4 $ 36,947 $ 30,790 20.0 Diluted Earnings Per Share $ 0.56 $ 0.48 16.7 $ 1.46 $ 1.22 19.7 - ------------------------------------------------------------------------------------------------------------------------
THIRD QUARTER AND NINE MONTHS 2003 OPERATING REVIEW ROCKFORD, IL, SEPTEMBER 17, 2003--CLARCOR INC. (NYSE: CLC) reported today that third quarter 2003 sales increased by 1% and both net earnings and diluted earnings per share increased by 17% compared to the same quarter in 2002. Third quarter operating profit increased by 10% and operating margins improved significantly to 11.9% in 2003 from 10.8% in 2002. For the nine-month 2003 period, sales increased by 5%, and both net earnings and diluted earnings per share increased by 20% compared to 2002. Nine-month operating profit increased by 9%, and operating margins improved to 10.7% in 2003 from 10.2% in 2002. Norm Johnson, CLARCOR's Chairman and Chief Executive Officer, said, "We had a very good third quarter with improved operating profit and margins in all three of our business segments. Sales growth was particularly good in our Engine/Mobile segment. In our Industrial/Environmental segment, the picture was more mixed with certain markets exhibiting robust sales growth and other markets continuing to struggle. Nevertheless, we are particularly pleased with the margin improvements we have made this year in our Industrial/Environmental segment as we continue to make progress towards our goal of a 10% segment operating margin. "Our Engine/Mobile Filtration segment continues to perform superbly as sales grew by 5% and operating profit grew by 13% despite challenging economic conditions in the industry. We believe that we are continuing to increase our market share in heavy-duty and railroad filtration. Operating margins have continued to improve as a result of constant attention to our costs and an increasing ability to leverage our cost structure with increased sales. Looking to the future, our continuing strategy is to gain additional market share in those areas where we are under-represented and to roll out a line of new filtration products. We are particularly excited about the potential of new products incorporating advanced filter media technology, not only in our Engine/Mobile segment but also in our Industrial/Environmental segment product line as well. Internationally, sales of our overseas operations were good in both U.S. and local currencies, with particularly strong growth in China, South Africa and continental Europe. "Our Industrial/Environmental Filtration sales this quarter decreased by 2% from the third quarter last year, but as I noted above, sales were very uneven across different markets. As has been true all year, sales were strong for filters sold to the oil drilling industry and the aviation and aerospace industries. We saw lower filter and filter equipment sales in capital goods, HVAC and automotive markets compared to last year's third quarter. We believe that sales to capital goods markets will begin to show improvement in the fourth quarter, but that sales to domestic automotive and HVAC markets will remain slow for the rest of this year. As was true in our Engine/Mobile segment, international sales were strong throughout Europe and Asia in both U.S. and local currencies. The real story in this segment is our intense focus on improving margins. Integration continues in our HVAC operations and we are currently incurring additional costs to merge the manufacturing, engineering, distribution and administrative functions of several companies. We are also seeing real progress in improved manufacturing efficiencies, and in the future we expect to see lower operating costs. Even with additional costs this year, segment margins overall improved to 6.3% from 5.9% last year, with several of our operations already exceeding our minimum goal of a 10% operating margin. "Packaging segment sales improved as flat sheet decorating sales offset a decline in sales of plastic items. Improving manufacturing efficiencies, though still less than what we believe we can achieve in this segment, led to an improvement in operating profit of over 11% compared to the last year's third quarter. For the remainder of the year, we expect that sales and operating profit will approximate last year's fourth quarter. "We are steadily decreasing our borrowings with an additional reduction in outstanding debt of $23 million during the quarter and a reduction of over $45 million since the end of last year. Capital equipment spending should come in at approximately $14 million to $17 million for 2003. Foreign currency fluctuations had an immaterial impact on our third quarter sales and net earnings. 2 "There is no doubt that our biggest challenge, and also our highest priority, is to grow sales. We are pleased that our sales have grown throughout the recession and that our margins have consistently improved. Still, growing sales in the future at a faster rate is our top priority and I want to explain briefly how we intend to do this: o Diversify our Total Filtration Program into non-automotive sectors: Although our Total Filtration Program has been successful, it has relied too heavily for growth from its automotive customers. We have now assigned salespeople and allocated resources to grow the Program more heavily into non-automotive sectors. o Expand presence in under-represented markets: Though we sell to many end-use markets in our Engine/Mobile segment, we have always been more heavily represented in the over-the-road truck market. We have developed new programs to grow sales in agricultural, construction and mining markets more intensively than we have in the past. We have also developed new products and programs which are designed specifically for both our independent distributors and for OEM engine companies. o Expand the product range sold by our branches: By the end of this year we will have transferred our twenty air filter branch outlets from our HVAC manufacturing companies to our Total Filtration Services (TFS) organization. Under TFS, these branches will focus on selling the entire range of CLARCOR products instead of their previous focus on selling primarily HVAC products. o Increase filter service revenues: Margins from selling filter services are generally higher than from selling filter products. To grow our service revenues and to more effectively package our filter products with our service capabilities, we have created a new and separate marketing and sales organization to grow our service business. We will initially focus on doing this through our TFS branches, and will then expand our filter service line throughout the country. o Leverage the Purolator and Facet brands: We have many brand names, some better known than others and some which are known only within very narrow industrial sectors. Two of our best known brands are "Purolator" and "Facet." We will group our industrial liquid filter companies under the brand "Purolator Advanced Filtration." We believe that we will grow sales of our industrial liquid filter products significantly by leveraging the brand equity that has been created from over 40 years under the Purolator and Facet names. o Bring in new management to lead our industrial liquid filter growth: We have recently hired Doug Workman, who was formerly General Manager and Vice President at Filterite, as President of Purolator Advanced Filtration. His background in liquid filtration, particularly in sales and marketing, is a significant addition to CLARCOR as he will lead the reorganization of our various liquid filter companies into a single, dedicated team. 3 o Continue the expansion of our operations in China: Eight years ago, we established a manufacturing plant in China. This year, sales of its products, which are sold in both Chinese and overseas markets, increased by more than 20%. We plan on investing additional resources to further expand its operations and product capabilities and we see China as a major contributor to our growth in the future. o Continue to seek acquisitions: As we have for many years, we will continue to look to acquisitions for additional growth. With relatively little debt -- our current debt to capital ratio is less than 12% -- we have the ability to grow the company substantially if the right acquisition becomes available at the right price. We expect to expand our current product, technical and geographical capabilities through acquisitions and alliances with other companies. No filter company has more than an 8% market share and so we expect significant consolidation in our industry in the future. We are fortunate that we have the skills, experience and financial resources to take advantage of this opportunity. "We now expect full year 2003 diluted earnings per share to be in the $2.00 to $2.05 range, with fourth quarter diluted earnings per share in the $0.54 to $0.59 range. We believe that international sales should maintain their momentum through at least the rest of this year. If the anticipated improvement in capital equipment spending does finally happen and if, as many economists expect, the domestic economy continues to improve, we should have a strong fourth quarter and a good start for fiscal 2004." CLARCOR will be holding a conference call to discuss the third quarter results at 10:00 am CDT on September 18, 2003. Interested parties can listen to the conference call through the Internet at www.clarcor.com or www.companyboardroom.com. A replay will be available on these websites and also at 877-519-4471 or 973-3415-3080 by providing confirmation code 4167843. The replay will be available through September 26th by telephone and for 30 days on the Internet. CLARCOR is based in Rockford, Illinois, and is a diversified marketer and manufacturer of mobile, industrial and environmental filtration products and consumer and industrial packaging products sold in domestic and international markets. Common shares of the Company are traded on the New York Stock Exchange under the symbol CLC. The statements in this release concerning the Company's sales, earnings, business performance and prospects are forward-looking statements that involve significant risks and uncertainties, including the effect of changes in product demand, availability of labor, price and product competition, raw material costs, energy prices, productivity improvement and plant consolidation programs, distribution channels, acquisitions and divestitures, general economic conditions in both domestic and foreign markets, interest rates, currency fluctuations, the success of our Total Filtration Program, the success of sales and marketing programs and other factors discussed in filings made with the Securities and Exchange Commission. TABLES FOLLOW 4 CLARCOR 2003 UNAUDITED THIRD QUARTER RESULTS cont'd. CONSOLIDATED STATEMENTS OF EARNINGS (Dollars in thousands except per share data)
Third Quarter Nine Months ---------------------------- ---------------------------- For periods ended August 30, 2003 and August 31, 2002 2003 2002 2003 2002 - ----------------------------------------------------------------------------------------------------------------------------- Net sales............................................ $ 190,647 $ 189,368 $ 547,916 $ 524,140 Cost of sales........................................ 134,493 135,810 386,814 374,572 ----------- ----------- ----------- ----------- Gross profit.................................... 56,154 53,558 161,102 149,568 Selling and administrative expenses.................. 33,499 33,041 102,422 95,849 ----------- ----------- ----------- ----------- Operating profit................................ 22,655 20,517 58,680 53,719 Other income (expense)............................... (112) (1,448) (479) (5,510) ----------- ----------- ----------- ----------- Earnings before income taxes.................... 22,543 19,069 58,201 48,209 Income taxes......................................... 8,239 6,884 21,254 17,419 ----------- ----------- ----------- ----------- Net earnings......................................... $ 14,304 $ 12,185 $ 36,947 $ 30,790 =========== =========== =========== =========== Net earnings per common share: Basic............................................. $ 0.57 $ 0.49 $ 1.48 $ 1.24 =========== =========== =========== =========== Diluted........................................... $ 0.56 $ 0.48 $ 1.46 $ 1.22 =========== =========== =========== =========== Average shares outstanding: Basic............................................. 25,174,259 24,896,048 25,046,912 24,817,964 Diluted........................................... 25,534,741 25,300,904 25,280,719 25,187,422
CONSOLIDATED BALANCE SHEETS (Dollars in thousands)
August 30, November 30, 2003 2002 - --------------------------------------------------------------------------------------------- ASSETS Current assets: Cash and cash investments...................... $ 9,493 $ 13,747 Accounts receivable, net....................... 118,952 121,482 Inventories.................................... 105,582 101,846 Other.......................................... 22,567 22,671 -------- -------- Total current assets.................... 256,594 259,746 Plant assets, net.................................... 127,223 132,892 Acquired intangibles, net............................ 122,238 122,529 Pension assets....................................... 21,015 21,771 Other assets......................................... 10,118 9,181 -------- -------- $537,188 $546,119 ======== ======== LIABILITIES Current liabilities: Current portion of long-term debt.............. $ 5,815 $ 68,456 Accounts payable and accrued liabilities...... 96,291 97,738 Income taxes................................... 6,829 8,061 -------- -------- Total current liabilities............... 108,935 174,255 Long-term debt....................................... 40,100 22,648 Long-term pension liabilities........................ 8,311 7,823 Other liabilities.................................... 27,138 25,932 -------- -------- 184,484 230,658 SHAREHOLDERS' EQUITY................................. 352,704 315,461 -------- -------- $537,188 $546,119 ======== ========
SUMMARY CASH FLOWS (Dollars in thousands)
Nine Months -------------------------------- 2003 2002 - --------------------------------------------------------------------------------------------------- From Operating Activities Net earnings........................................ $ 36,947 $ 30,790 Depreciation........................................ 14,554 14,781 Amortization........................................ 681 545 Changes in assets and liabilities................... 1,306 17,348 Other, net.......................................... 82 (63) --------- -------- Total provided (used) by operating activities...................... 53,570 63,401 --------- -------- From Investing Activities Plant asset additions............................... (8,877) (9,612) Business acquisitions............................... - (6,559) Other, net.......................................... (3) 259 --------- -------- Total provided (used) by investing activities...................... (8,880) (15,912) --------- -------- From Financing Activities Proceeds from line of credit........................ 108,565 10,000 Payments on line of credit.......................... (148,444) (45,000) Payments on long-term debt.......................... (5,310) (5,295) Cash dividends paid................................. (9,218) (8,922) Other, net.......................................... 5,246 1,850 --------- -------- Total provided (used) by financing activities...................... (49,161) (47,367) --------- -------- Effect of exchange rate changes on cash................................ 217 164 --------- -------- Change in Cash and Cash Investments................................ $ (4,254) $ 286 ========= ========
5 CLARCOR 2003 UNAUDITED THIRD QUARTER RESULTS cont'd. QUARTERLY INCOME STATEMENT DATA BY SEGMENT (Dollars in thousands)
2003 -------------------------------------------------------------- QUARTER QUARTER QUARTER ENDED ENDED SIX ENDED NINE MARCH 1 MAY 31 MONTHS AUGUST 30 MONTHS -------- -------- -------- --------- -------- NET SALES BY SEGMENT: Engine/Mobile Filtration.......................... $ 66,776 $ 73,066 $139,842 $ 73,815 $213,657 Industrial/Environmental Filtration............... 90,369 95,852 186,221 98,683 284,904 Packaging......................................... 14,349 16,857 31,206 18,149 49,355 -------- -------- -------- -------- -------- $171,494 $185,775 $357,269 $190,647 $547,916 ======== ======== ======== ======== ========= OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration.......................... $ 12,686 $ 14,253 $ 26,939 $ 15,137 $ 42,076 Industrial/Environmental Filtration............... 2,373 5,417 7,790 6,218 14,008 Packaging......................................... 428 868 1,296 1,300 2,596 -------- -------- -------- -------- -------- $ 15,487 $ 20,538 $ 36,025 $ 22,655 $ 58,680 ======== ======== ======== ======== ======== 2002 ------------------------------------------------------------- QUARTER QUARTER QUARTER ENDED ENDED SIX ENDED NINE MARCH 2 JUNE 1 MONTHS AUGUST 31 MONTHS -------- -------- -------- --------- -------- NET SALES BY SEGMENT: Engine/Mobile Filtration.......................... $ 57,839 $ 64,760 $122,599 $ 70,385 $192,984 Industrial/Environmental Filtration............... 85,950 94,377 180,327 101,174 281,501 Packaging......................................... 14,473 17,373 31,846 17,809 49,655 -------- -------- -------- -------- -------- $158,262 $176,510 $334,772 $189,368 $524,140 ======== ======== ======== ======== ======== OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration.......................... $ 11,258 $ 13,169 $ 24,427 $ 13,358 $ 37,785 Industrial/Environmental Filtration............... 2,530 4,672 7,202 5,994 13,196 Packaging......................................... 618 955 1,573 1,165 2,738 -------- -------- --------- -------- -------- $ 14,406 $ 18,796 $ 33,202 $ 20,517 $ 53,719 ======== ======== ======== ======== ========
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