-----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, GZHFX1QBT8dVIcPcsGRPKskvI09y+3ZWnoibnN1wZg7VJ/G2oiZTsZNIxRd5cIcU 6iGlyOPIMpptFVGn4+UKOg== 0000950137-98-002747.txt : 19980714 0000950137-98-002747.hdr.sgml : 19980714 ACCESSION NUMBER: 0000950137-98-002747 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 10 CONFORMED PERIOD OF REPORT: 19980530 FILED AS OF DATE: 19980710 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: 98663965 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 QUARTERLY REPORT 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 the quarter ended May 30, 1998 _______ 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 the Quarter Ended May 30, 1998 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. 24,438,377 common shares outstanding ---------------------------------------- Page 1 of 13 3 Part I - Item 1 CLARCOR Inc. CONSOLIDATED CONDENSED BALANCE SHEETS (Dollars in thousands) ________
May 30, November 30, ASSETS 1998 1997 ----------- ------------ (unaudited) Current assets: Cash and short-term cash investments $ 27,569 $ 30,324 Accounts receivable, less allowance for losses of $2,939 for 1998 and $2,106 for 1997 64,837 62,387 Inventories: Raw materials 19,527 19,980 Work in process 8,777 8,547 Finished products 32,370 29,755 ----------- ------------ Total inventories 60,674 58,282 ----------- ------------ Prepaid expenses 1,348 1,417 Other current assets 5,396 8,117 ----------- ------------ Total current assets 159,824 160,527 ----------- ------------ Plant assets, at cost 186,738 180,619 less accumulated depreciation (102,757) (97,714) ----------- ------------ 83,981 82,905 ----------- ------------ Excess of cost over fair value of assets acquired, less accumulated amortization 19,616 15,777 Pension assets 15,223 13,897 Other noncurrent assets 14,009 9,413 ----------- ------------ $ 292,653 $ 282,519 =========== ============ LIABILITIES Current liabilities: Current portion of long-term debt $ 825 $ 1,140 Accounts payable 24,051 22,168 Income taxes 2,858 4,944 Accrued and other liabilities 25,694 25,985 ----------- ------------ Total current liabilities 53,428 54,237 ----------- ------------ Long-term debt, less current portion 37,606 37,656 Long-term pension liabilities 8,643 7,556 Other long-term liabilities 10,795 11,011 Minority interests 852 897 Contingencies SHAREHOLDERS' EQUITY Capital stock 24,438 16,162 Retained earnings 154,723 154,843 Other shareholders' equity 2,168 157 ----------- ------------ 181,329 171,162 ----------- ------------ $ 292,653 $ 282,519 =========== ============
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 Six Months Ended -------------------------- ------------------------- May 30, May 31, May 30, May 31, 1998 1997 1998 1997 ---------- ------------- ----------- ------------ Net sales $ 107,266 $ 96,684 $ 205,052 $ 183,642 Cost of sales 72,417 66,818 141,428 129,268 ---------- ------------- ----------- ------------ Gross profit 34,849 29,866 63,624 54,374 Selling and administrative expenses 21,434 17,995 41,319 35,161 Merger-related expenses - - - 2,972 ---------- ------------- ----------- ------------ Operating profit 13,415 11,871 22,305 16,241 ---------- ------------- ----------- ------------ Other income (expense): Interest expense (614) (635) (1,178) (1,440) Interest income 195 171 633 459 Gain on sale of marketable securities - - - 1,706 Other, net (183) (143) (414) (54) ---------- ------------- ----------- ------------ (602) (607) (959) 671 ---------- ------------- ----------- ------------ Earnings before income taxes and minority interests 12,813 11,264 21,346 16,912 Provision for income taxes 4,753 4,176 7,958 6,786 ---------- ------------- ----------- ------------ Earnings before minority interests 8,060 7,088 13,388 10,126 Minority interests in earnings of subsidiaries (30) (40) (21) (61) ---------- ------------- ----------- ------------ Net earnings $ 8,030 $ 7,048 $ 13,367 $ 10,065 ========== ============= =========== ============ Net earnings per common share * Basic $ 0.33 $ 0.29 $ 0.55 $ 0.42 ========== ============= =========== ============ Diluted $ 0.32 0.29 0.54 0.41 ========== ============= =========== ============ Average number of common shares outstanding * Basic 24,396,524 24,116,004 24,336,846 24,047,133 ========== ============= =========== ============ Diluted 24,784,824 24,412,553 24,642,138 24,338,402 ========== ============= =========== ============ Dividends paid per share * $ 0.1100 $ 0.1083 $ 0.2200 $ 0.2166 ========== ============= =========== ============
*Adjusted to reflect a three-for-two stock split effective April 24, 1998. See Notes to Consolidated Condensed Financial Statements Page 3 of 13 5 CLARCOR Inc. CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (Dollars in thousands) (Unaudited) ________
Six Months Ended --------------------- May 30, May 31, 1998 1997 ---------- -------- Cash flows from operating activities: Net earnings $13,367 $ 10,065 Depreciation and amortization 6,220 5,911 Gain on sale of marketable securities - (1,706) Changes in assets and liabilities (8,476) (5,239) Other, net 92 (192) ---------- -------- Net cash provided by operating activities 11,203 8,839 ---------- -------- Cash flows from investing activities: Additions to plant assets (6,948) (5,377) Business acquisitions, net of cash acquired (4,800) (846) Investment in affiliate (260) (38) Proceeds from sale of marketable securities - 3,322 Proceeds from note receivable 2,500 - Dispositions of plant assets 510 302 ---------- -------- Net cash used in investing activities (8,998) (2,637) ---------- -------- Cash flows from financing activities: Borrowings under long-term debt - 1,000 Reduction of long-term debt (1,127) (12,845) Cash dividends paid (5,342) (5,005) Other, net 1,556 1,211 ---------- -------- Net cash used in financing activities (4,913) (15,639) ---------- -------- Net effect of exchange rate changes on cash (47) (101) ---------- -------- Net change in cash and short-term cash investments (2,755) (9,538) Cash and short-term cash investments, beginning of period 30,324 18,827 ---------- -------- Cash and short-term cash investments, end of period $27,569 $ 9,289 ========== ======== Cash paid during the period for: Interest $ 1,231 $ 1,567 ========== ======== Income taxes $ 8,958 $ 6,622 ========== ========
See Notes to Consolidated Condensed Financial Statements Page 4 of 13 6 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Data) (Unaudited) - -------------------------------------------------------------------------------- 1. CONSOLIDATED FINANCIAL STATEMENTS The November 30, 1997 consolidated balance sheet data was derived from CLARCOR's year-end audited financial statements, 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 condensed balance sheet as of May 30, 1998, the consolidated condensed statements of earnings and the consolidated condensed statements of cash flows for the periods ended May 30, 1998, and May 31, 1997, have been prepared by the Company without audit. The financial statements have been prepared on the same basis as those in the Company's November 30, 1997 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. The results of operations for the period ended May 30, 1998 are not necessarily indicative of the operating results for the full year. 2. STOCK SPLIT AND EARNINGS PER SHARE On March 24, 1998, the Company declared a three-for-two stock split effected in the form of a 50% stock dividend distributable April 24, 1998 to shareholders of record April 10, 1998. In connection therewith, the Company transferred $8,145 from retained earnings to common stock, representing the par value of additional shares issued. All share and per share amounts for all periods presented have been adjusted to reflect the stock split. During the quarter ended February 28, 1998, the Company adopted Statement of Financial Accounting Standards No. 128, "Earnings per Share" (EPS), which simplifies the calculation of earnings per share and requires presentation of both basic and diluted earnings per share on the Consolidated Condensed Statements of Earnings. Diluted earnings per share reflects the impact of outstanding stock options if exercised during the periods presented using the treasury stock method. The following table provides a reconciliation of the numerators and denominators utilized in the calculation of basic and diluted EPS. Page 5 of 13 7 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Data) (Unaudited) Continued - -------------------------------------------------------------------------------- 2. STOCK SPLIT AND EARNINGS PER SHARE (Continued)
Quarter Ended Six Months Ended ------------------------- ------------------------ May 30, May 31, May 30, May 31, 1998 1997 1998 1997 ------------------------- ------------------------ Net Earnings (Numerator) $ 8,030 $ 7,048 $ 13,367 $ 10,065 Basic EPS: Weighted average number of common shares outstanding (denominator) 24,396,524 24,116,004 24,336,846 24,047,133 Basic per share amount $ 0.33 $ 0.29 $ 0.55 $ 0.42 Diluted EPS: Weighted average number of common shares outstanding 24,396,524 24,116,004 24,336,846 24,047,133 Effect of dilutive securities due to stock options 388,300 296,549 305,292 291,269 ----------- ------------ ----------- ----------- Diluted weighted average number of common shares outstanding (denominator) 24,784,824 24,412,553 24,642,138 24,338,402 Diluted per share amount $ 0.32 $ 0.29 $ 0.54 $ 0.41
3. BUSINESS COMBINATIONS AND MERGER-RELATED COSTS On February 20, 1998, the Company purchased Air Technologies, Inc. (ATI), an Ottawa, Kansas manufacturer of air filtration products for cash. ATI is part of Airguard Industries Inc., a subsidiary of the Company. The acquisition did not have a significant impact on the results of the Company. 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 1,622,612 shares (on a post-split basis) of its common stock in exchange for all the shares of UAS stock. Additional shares of its common stock (approximately 191,385 shares on a post-split basis) 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. During the first quarter of 1997, the Company incurred a one-time pre-tax charge of $2,972 ($2,390 net of tax) covering the costs of the merger including legal and professional fees, non-compete agreements, and costs to integrate the businesses of the two companies. Page 6 of 13 8 CLARCOR Inc. NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (Dollars in Thousands, Except Per Share Data) (Unaudited) Continued - -------------------------------------------------------------------------------- 4. SEGMENT DATA The Company operates in three principal product segments: Engine/Mobile Filtration, Industrial/Environmental Filtration, and Consumer Packaging. The segment data for the quarter and six-month periods ended May 30, 1998 and May 31, 1997, 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.
1998 -------------------------------------- Quarter Ended ----------------------- Six Feb. 28 May 30 Months -------------------------------------- NET SALES BY SEGMENT: Engine/Mobile Filtration $51,625 $ 57,916 $109,541 Industrial/Environmental Filtration 31,621 32,442 64,063 Consumer Packaging 14,540 16,908 31,448 -------------------------------------- $97,786 $107,266 $205,052 ====================================== OPERATING PROFIT BY SEGMENT: Engine/Mobile Filtration $ 7,418 $ 10,210 $ 17,628 Industrial/Environmental Filtration 538 1,332 1,870 Consumer Packaging 934 1,873 2,807 -------------------------------------- $ 8,890 $ 13,415 $ 22,305 ====================================== 1997 -------------------------------------- Quarter Ended ----------------------- Six 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 Packaging 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 Packaging 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 7 of 13 9 Part II - Item 2 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS On March 24, 1998, CLARCOR's Board of Directors declared a three-for-two stock split of its common shares effected in the form of a 50% stock dividend effective April 24, 1998. All appropriate amounts have been adjusted to reflect the stock split. On February 28, 1997, the Company completed the merger with United Air Specialists, Inc. (UAS) which was accounted for as a pooling of interests, and as a result, all periods presented include UAS. The first quarter of 1997 included the effect of costs related to the UAS merger of $2,972,000 (after-tax, $2,390,000 or $0.10 basic and diluted earnings per share) and a gain from the sale of marketable securities of $1,706,000 (after-tax, $1,092,000 or $0.05 basic and $0.04 diluted earnings per share). RESULTS OF OPERATIONS SECOND QUARTER 1998 COMPARED WITH SECOND QUARTER OF 1997. CLARCOR's results of operations in the second quarter of 1998 were at record levels as a result of strong performance by the Company's filtration segments. Net sales of $107,266,000 increased 10.9% over the 1997 quarter. The Engine/Mobile Filtration segment recorded increased sales of 8.2% over the 1997 quarter as a result of higher levels of shipments for each product line, heavy-duty, light-duty and railroad filtration products. The Industrial/Environmental Filtration segment recorded a 25.8% increase in sales over the 1997 quarter as a result of increased shipments for both Airguard and UAS and the additional sales from ATI. Excluding the ATI sales, the segment's second quarter sales increased approximately 17% over 1997. Net sales for the Consumer Packaging segment were 2.7% lower, primarily as a result of the sale in the fourth quarter of 1997 of the segment's aluminum tube division. Excluding the impact of the tube sales in 1997, sales from the segment's ongoing operations increased approximately 8.6% over 1997. Operating profit for the second quarter 1998 increased 13.0% from the 1997 quarter and resulted primarily from the increased shipment levels and productivity increases. Operating margin for the quarter increased to 12.5% compared to 9.1% for the first quarter of 1998 and 12.3% for the second quarter of 1997. Competitive pricing pressure in each segment continues to be offset by cost reductions and productivity improvements. The Engine/Mobile Filtration segment's operating profit increased 12.6% on the strength of the higher sales levels and from productivity increases at each of the manufacturing facilities. Substantially improved operating profit by the Industrial/Environmental Filtration segment resulted from significant increases in sales for the quarter and the ongoing manufacturing improvement initiatives at each location. Operating profit was 7.9% lower for the Consumer Packaging segment. The lower level of operating profit resulted from a change in the product mix of shipments for the quarter, charges related to several customer accounts which are being closely monitored for collection, and the profit included in 1997 from the Tube Division which did not recur in 1998. Earnings before income taxes and minority interests increased to $12,813,000 from $11,264,000 recorded in the 1997 quarter primarily as a result of the $1,544,000 increase in operating profit. Net other expense was approximately $600,000 in both quarters. Page 8 of 13 10 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued The provision for income taxes increased to $4,753,000 in 1998 and the effective tax rate was 37.1% for both the 1998 and 1997 quarters. Net earnings for the quarter of $8,030,000 resulted in basic earnings per share of $0.33 compared to $0.29 in 1997, an increase of 13.8% and diluted earnings per share increased 10.3% to $0.32 compared to $0.29 in the 1997 quarter. SIX MONTHS 1998 COMPARED TO SIX MONTHS OF 1997. Net sales of $205,052,000 increased 11.7% from $183,642,000 reported for the first six months of fiscal 1997. The Engine/Mobile Filtration segment reported increased sales of 9.7% to $109,541,000 from $99,879,000 recorded in 1997. This increase resulted from growth in heavy-duty and light-duty aftermarket sales and increased sales of filtration products for the railroad industry. The Company's Industrial/Environmental Filtration segment recorded increased sales of 23.2% for 1998 over 1997. This sales increase included a significant sale in the first quarter of 1998 of gas turbine filtration equipment and filters to an overseas buyer. Excluding this sale, the segment's sales level increased approximately 18% over 1997 and included higher sales for both Airguard and UAS compared to 1997 and ATI sales from the February 20, 1998 acquisition date. The Consumer Packaging segment reported a 1.1% decrease in sales for the 1998 six-month period; however, the 1997 period included approximately $3,500,000 in sales from the segment's Tube Division which was sold in November 1997. Excluding the sales from the Tube Division in 1997, the segment's 1998 sales increased 11.1% for the six-month period. The segment's metal and plastics sales both increased in 1998 compared to 1997. Operating profit for the 1998 six-month period was $22,305,000, which compares to $16,241,000 in 1997. The 1997 operating profit was reduced by merger-related costs of $2,972,000. Excluding the merger costs recorded in 1997, operating profit increased 16.1% to $22,305,000 in 1998 from $19,213,000 in 1997. Operating profit was 10.9% of net sales in 1998 compared to 10.5%, excluding the merger-related costs, in 1997. The Engine/Mobile Filtration segment recorded an operating profit increase of 14.9% in the 1998 six-month period as a result of higher sales volumes, continued productivity improvements, and significantly improved operating results for the segment's light-duty product line from the 1997 six-month period. The Industrial/Environmental Filtration segment reported an increase of $884,000 in operating profit in 1998 to $1,870,000 due to increased sales volumes and productivity improvements from both of the segment's operating companies. Although the Consumer Packaging segment benefited from higher sales levels from both the metal and plastic product lines, operating profit decreased 2.5% as a result of product mix changes, charges for several customer account balances, and the 1997 profit from the Tube Division which did not recur in 1998. Net other expense of $959,000 in 1998 included reduced interest expense and higher interest income than recorded in 1997 as a result of lower debt and higher cash balances during the 1998 six-month period. The first quarter of 1997 also included a $1,706,000 gain from the sale of shares held by the Company in G.U.D. Holdings Ltd. (GUD). Page 9 of 13 11 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued Earnings before income taxes and minority interests for the first six months of 1998 totaled $21,346,000, up from $16,912,000 in the comparable period last year. Excluding the merger-related costs and gain on sale of securities in 1997, earnings before income taxes and minority interests increased to $21,346,000 from $18,178,000 in 1997 and resulted from increased operating profit of $3,092,000 and reduced other expense of $76,000. The provision for income taxes in 1998 was $7,958,000, an effective rate of 37.3%. Certain of the merger-related costs recorded in 1997 were not fully deductible for tax purposes which created an unusually high effective tax rate of 40.1% of pre-tax earnings for the six-month 1997 period. Net earnings in the 1998 period year were $13,367,000, or $0.55 basic earnings per share and $0.54 per share on a diluted basis. The 1997 net earnings for the six-month period of $10,065,000, or $0.42 basic earnings per share and $0.41 on a diluted basis, reflect the merger-related costs and the gain from the sale of the GUD shares. Without these two unusual items, 1997 net earnings would have been approximately $11,363,000, or $0.47 per share on a basic and diluted basis. Average shares outstanding were 24,336,846 and diluted average shares outstanding were 24,642,138 at the end of six months of 1998. LIQUIDITY AND CAPITAL RESOURCES Cash provided by operating activities totaled $11,203,000 and included increased net earnings offset by increased investment in assets, net of liabilities, from the first six months of 1997. Cash flows used in investing activities increased in the 1998 period primarily due to the cash used to acquire Air Technologies, Inc. on February 20, 1998. The 1998 period also included $2,500,000 received as payment on a note receivable, and the 1997 period included the proceeds of $3,322,000 received from the sale of the GUD shares. Cash flows used by financing activities of $4,913,000 in 1998 included payments on long-term debt of $1,127,000 and cash dividend payments of $5,342,000. The debt payments of $12,845,000 were higher in 1997 due to the required payment schedules and payments on certain high cost debt assumed in the UAS merger. The additional borrowing of $1,000,000, which occurred in first quarter 1997, was related to UAS' additional use of a line of credit prior to the merger. 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. Capital expenditures of approximately $20,000,000 for fiscal year 1998 will be greater than 1997 as a result of an expansion to the Kearney, Nebraska facility. The Company's financial position at the end of the second quarter was not significantly different from fiscal year-end 1997. Cash and short-term investments totaled $27,569,000 at the end of the quarter, a reduction of $2,755,000 from year-end. On February 20, 1998, the Company Page 10 of 13 12 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued completed the acquisition of Air Technologies, Inc. for cash. The current ratio at the end of the second quarter was 3.0:1, the same level as at the end of fiscal 1997. The current year ratio of long-term debt to total capitalization was 17.2% compared to 18.0%, the level at year-end 1997. At the end of the second quarter, CLARCOR had 24,438,377 shares of common stock outstanding. OUTLOOK The Company's domestic sales and order rate remain strong, although a slowdown in order volume was noticed near the end of the second quarter. In addition, as reported at the end of the first quarter of 1998, the softening in export sales to both Europe and Asia has continued throughout the second quarter. Management continues to be watchful over these events and expects to reduce operating costs, particularly in administrative areas, if these trends continue or become significant to CLARCOR. The Company believes that 1998 will be another record year of sales, operating profit and net earnings 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 11 of 13 13 Part II - Other Information
Item 6a - Exhibit (11), Computations of Per Share Earnings are presented in Note 2 to the financial statements. Item 6b - A Form 8-K was filed during the second quarter to report a three-for-two stock split declared by the Board of Directors on March 24, 1998 to shareholders of record on April 10, 1998 effective April 24, 1998.
Page 12 of 13 14 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, 1998 By /s/ Bruce A. Klein - -------------------- ---------------------------------------- (Date) Bruce A. Klein, Vice President - Finance and Chief Financial Officer Page 13 of 13 EX-27 2 FDS
5 1,000 U.S. DOLLAR 6-MOS NOV-28-1998 NOV-30-1997 MAY-30-1998 1.0 27,569 0 67,776 2,939 60,674 159,824 186,738 102,757 292,653 53,428 37,606 0 0 24,438 156,891 292,653 205,052 205,052 141,428 141,428 0 892 1,178 21,346 7,958 13,367 0 0 0 13,367 .55 .54
EX-27.497 3 FDS RESTATED FOR SFAS 128 & STOCK SPLIT
5 1,000 U.S. DOLLAR YEAR NOV-29-1997 DEC-01-1996 NOV-29-1997 1.0 30,324 0 64,493 2,106 58,282 160,527 180,619 97,714 282,519 54,237 37,656 0 0 16,162 155,000 282,519 394,264 394,264 273,702 273,702 0 696 2,759 44,192 17,164 26,918 0 0 0 26,918 1.12 1.11
EX-27.397 4 FDS RESTATED FOR SFAS 128 & STOCK SPLIT
5 1,000 U.S. DOLLAR 9-MOS NOV-29-1997 DEC-01-1997 AUG-30-1997 1.0 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 .75 .74
EX-27.297 5 FDS RESTATED FOR SFAS 128 & STOCK SPLIT
5 1,000 U.S. DOLLAR 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 .42 .41
EX-27.197 6 FDS RESTATED FOR SFAS 128 & STOCK SPLIT
5 1,000 U.S. DOLLAR 3-MOS NOV-29-1997 DEC-01-1996 MAR-01-1997 1.0 14,958 0 59,677 2,092 60,234 138,220 177,759 93,182 262,843 48,284 43,530 0 0 15,996 138,171 262,843 86,958 86,958 62,450 62,450 0 0 805 5,648 2,610 3,017 0 0 0 3,017 .13 .12
EX-27.496 7 FDS RESTATED FOR SFAS 128, STOCK SPLIT & POOLING
5 1,000 U.S. DOLLAR YEAR NOV-30-1996 DEC-03-1995 NOV-30-1996 1.0 18,827 0 60,746 2,007 56,887 140,726 175,950 91,425 267,019 51,297 43,449 0 0 15,956 138,725 267,019 372,382 372,382 263,597 263,597 0 568 3,822 41,405 15,315 25,945 0 0 0 25,945 1.09 1.07
EX-27.396 8 FDS RESTATED FOR SFAS 128, STOCK SPLIT & POOLING
5 1,000 U.S. DOLLAR 9-MOS NOV-30-1996 DEC-03-1995 AUG-31-1996 1.0 2,927 0 63,818 1,924 61,475 135,657 172,097 89,115 261,566 50,504 45,495 0 0 15,956 132,869 261,566 271,688 271,688 192,656 192,656 0 415 2,817 26,974 9,893 16,972 0 0 0 16,972 0.71 0.70
EX-27.296 9 FDS RESTATED FOR SFAS 128, STOCK SPLIT & POOLING
5 1,000 U.S. DOLLAR 6-MOS NOV-30-1996 DEC-03-1995 JUN-01-1996 1.0 12,992 0 56,927 2,048 59,298 137,010 164,345 87,501 256,494 50,879 46,516 0 0 15,939 127,031 256,494 172,554 172,554 122,066 122,066 0 289 1,970 15,954 5,869 10,029 0 0 0 10,029 0.42 0.41
EX-27.196 10 FDS RESTATED FOR SFAS 128, STOCK SPLIT & POOLING
5 1,000 U.S. DOLLAR 3-MOS NOV-30-1996 DEC-03-1995 MAR-02-1996 1.0 15,587 0 56,101 1,999 55,183 133,800 161,743 85,659 252,629 48,463 48,597 0 0 15,910 123,637 252,629 81,014 81,014 57,913 57,913 0 205 962 5,900 2,131 3,752 0 0 0 3,752 0.16 0.16
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