1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
QUARTERLY REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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For the quarter ended June 2, 2001
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REGISTRANT: CLARCOR Inc. (Delaware)
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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 June 2, 2001 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
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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.
24,519,905 common shares outstanding
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Page 1 of 18
3
Part I - Item 1
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
----------
June 2, November 30,
ASSETS 2001 2000
---------- ------------
(unaudited)
Current assets:
Cash and short-term cash investments $ 20,658 $ 10,864
Accounts receivable, less allowance for losses
of $5,139 for 2001 and $5,027 for 2000 103,363 110,083
Inventories:
Raw materials 40,608 38,277
Work in process 13,411 14,103
Finished products 48,505 48,181
--------- ---------
Total inventories 102,524 100,561
--------- ---------
Prepaid expenses and other current assets 3,439 3,640
Deferred income taxes 9,766 5,331
--------- ---------
Total current assets 239,750 230,479
--------- ---------
Plant assets at cost, 270,790 272,252
less accumulated depreciation (133,565) (132,131)
--------- ---------
137,225 140,121
--------- ---------
Excess of cost over fair value of assets acquired,
less accumulated amortization 62,093 62,333
Other acquired intangibles, less accumulated amortization 38,842 39,544
Pension assets 20,228 19,519
Other noncurrent assets 13,738 9,934
--------- ---------
$ 511,876 $ 501,930
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 5,571 $ 5,482
Accounts payable 33,122 40,826
Income taxes 7,433 8,157
Accrued and other liabilities 36,070 43,361
--------- ---------
Total current liabilities 82,196 97,826
--------- ---------
Long-term debt, less current portion 147,287 141,486
Long-term pension liabilities 5,287 4,374
Other long-term liabilities 21,195 15,756
Minority interests 380 395
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 24,520 24,381
Capital in excess of par value 8,082 5,700
Accumulated other comprehensive earnings (9,014) (6,919)
Retained earnings 231,943 218,931
--------- ---------
255,531 242,093
--------- ---------
$ 511,876 $ 501,930
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 2 of 18
4
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
_________
Quarter Ended Six Months Ended
----------------------------- ----------------------------
June 2, May 27, June 2, May 27,
2001 2000 2001 2000
------------ ------------ ------------ ------------
Net sales $ 159,505 $ 162,205 $ 315,702 $ 312,902
Cost of sales 114,161 112,220 224,072 218,634
------------ ------------ ------------ ------------
Gross profit 45,344 49,985 91,630 94,268
Selling and administrative expenses 28,289 30,795 56,891 61,608
------------ ------------ ------------ ------------
Operating profit 17,055 19,190 34,739 32,660
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (2,727) (2,795) (5,461) (5,355)
Interest income 181 82 336 284
Other, net (434) (565) (194) (646)
------------ ------------ ------------ ------------
(2,980) (3,278) (5,319) (5,717)
------------ ------------ ------------ ------------
Earnings before income taxes and
minority interests 14,075 15,912 29,420 26,943
Provision for income taxes 5,129 5,800 10,678 9,774
------------ ------------ ------------ ------------
Earnings before minority interests 8,946 10,112 18,742 17,169
Minority interests in earnings of subsidiaries (10) (22) (2) (16)
------------ ------------ ------------ ------------
Net earnings $ 8,936 $ 10,090 $ 18,740 $ 17,153
============ ============ ============ ============
Net earnings per common share:
Basic $ 0.36 $ 0.42 $ 0.77 $ 0.71
============ ============ ============ ============
Diluted $ 0.36 $ 0.41 $ 0.76 $ 0.70
============ ============ ============ ============
Average number of common shares outstanding:
Basic 24,502,173 24,252,425 24,460,368 24,210,788
============ ============ ============ ============
Diluted 24,973,755 24,516,307 24,787,903 24,462,017
============ ============ ============ ============
Dividends paid per share $ 0.1175 $ 0.1150 $ 0.2350 $ 0.2300
============ ============ ============ ============
See Notes to Consolidated Condensed Financial Statements
Page 3 of 18
5
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
________
Six Months Ended
--------------------
June 2, May 27,
2001 2000
-------- --------
Cash flows from operating activities:
Net earnings $ 18,740 $ 17,153
Depreciation and amortization 11,009 11,151
Impairment of plant assets 2,422 --
Changes in assets and liabilities (14,049) (15,276)
Other, net 183 133
-------- --------
Net cash provided by operating activities 18,305 13,161
-------- --------
Cash flows from investing activities:
Additions to plant assets (10,220) (12,166)
Business acquisitions, net of cash acquired (130) (12,972)
Other, net 195 98
-------- --------
Net cash used in investing activities (10,155) (25,040)
-------- --------
Cash flows from financing activities:
Proceeds from line of credit 5,500 20,000
Payments on line of credit (7,500) (8,500)
Proceeds from long term-debt 8,000 --
Reduction of long-term debt (110) (1,686)
Cash dividends paid (5,728) (5,560)
Other, net 1,479 518
-------- --------
Net cash provided by financing activities 1,641 4,772
-------- --------
Net effect of exchange rate changes on cash 3 (64)
-------- --------
Net change in cash and short-term cash investments 9,794 (7,171)
Cash and short-term cash investments,
beginning of period 10,864 14,745
-------- --------
Cash and short-term cash investments,
end of period $ 20,658 $ 7,574
======== ========
Cash paid during the period for:
Interest $ 4,540 $ 5,128
======== ========
Income taxes $ 10,957 $ 8,648
======== ========
See Notes to Consolidated Condensed Financial Statements
Page 4 of 18
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CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
- --------------------------------------------------------------------------------
1. CONSOLIDATED FINANCIAL STATEMENTS
The November 30, 2000 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 June 2, 2001, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended June 2, 2001, and
May 27, 2000, 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, 2000 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 June 2, 2001 are not necessarily indicative of the
operating results for the full year.
2. RECLASSIFICATIONS
Certain reclassifications have been made to conform prior years' data to
the current presentation. These reclassifications had no effect on reported
earnings.
3. ACCOUNTING CHANGE AND DERIVATIVE INSTRUMENTS
The Company makes limited use of derivative financial instruments and does
not use them for trading or speculative purposes. Derivative financial
instruments are used principally to manage certain interest rate and
foreign currency risks. Interest rate swap agreements are utilized to
convert certain floating rate debt into fixed rate debt. Cash flows related
to interest rate swap agreements are included in interest expense over the
terms of the agreements.
Effective December 1, 2000, the Company adopted Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." SFAS 133 requires the recognition of
all derivatives in the balance sheet as either an asset or a liability
measured at fair value. The statement also requires a company to recognize
changes in the derivative's fair value currently in earnings unless it
meets specific hedge accounting criteria. If the derivative is designated
as a cash flow hedge, the effective portions of changes in the fair value
of the derivative are recorded in other comprehensive earnings and are
recognized in the income statement when the hedged item affects earnings.
The Company formally documents all relationships between hedging
instruments and hedged items, as well as its risk-management objective and
strategy for undertaking various hedge transactions. In addition, the
Company formally assesses (both at the hedge's inception and on an ongoing
basis) whether the derivatives that are used in hedging transactions have
been effective in offsetting changes in the fair value or cash flows of
hedged items and whether
Page 5 of 18
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CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
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3. ACCOUNTING CHANGE AND DERIVATIVE INSTRUMENTS (Continued)
those derivatives may be expected to remain effective in future periods. If
it is determined that a derivative is not (or has ceased to be) effective
as a hedge, the Company would discontinue hedge accounting prospectively.
Such a determination would be made (1) when the derivative is no longer
effective in offsetting changes in the fair value or cash flows of a hedged
item (including hedged items such as firm commitments or forecasted
transactions); (2) the derivative expires or is sold, terminated, or
exercised; (3) it is no longer probable that the forecasted transaction
will occur; (4) a hedged firm commitment no longer meets the definition of
a firm commitment; or (5) management determines that designating the
derivative as a hedging instrument is no longer appropriate. Ineffective
portions of changes in the fair value of cash flow hedges are recognized in
earnings.
During 2000, the Company entered into interest rate agreements to manage
its interest exposure related to the multicurrency credit revolver. The
agreement in place at June 2, 2001 provides for the Company to pay a 7.34%
fixed interest rate on a notional amount of $60,000 that is effective until
September 11, 2002. Under the agreement the Company will receive interest
at floating rates based on LIBOR.
The adoption of SFAS 133 resulted in a cumulative effect of an accounting
change to accumulated other comprehensive earnings of a negative $769
($1,183 pretax) and the recognition of a long-term liability. The Company's
derivative instrument is designated as a cash flow hedge and determined to
be effective. Therefore, there was no adjustment to net earnings.
Approximately $702 (or $1,079 pretax) of the net derivative loss included
in other comprehensive earnings as of December 1, 2000, will be
reclassified into earnings during the twelve months ended November 30,
2001. At June 2, 2001, the fair value of the agreement was a negative
$2,613 and is included in other noncurrent liabilities. The net loss
included in other comprehensive earnings for the six months ended June 2,
2001 was $930 (or $1,430 pretax). Derivative gains and losses will be
reclassified into earnings as payments are made on its variable rate
interest debt. Approximately $142 was reclassified into earnings during the
six months ended June 2, 2001. The Company estimates that $1,186 (or $1,825
pretax) of net derivative losses included in other comprehensive income at
June 2, 2001 will be reclassified into earnings within the next twelve
months.
4. BUSINESS COMBINATIONS
Subsequent to the end of the second quarter, on June 4, 2001, the Company
acquired several filtration management companies for approximately $31,000
in cash. As a result of the acquisition, the companies were combined into
one company, Total Filtration Services, Inc. and became a subsidiary of the
Company. The transaction will be accounted for under the purchase method of
accounting and the results will be included in the Company's consolidated
results of operations from the date of acquisition. In the most recent
twelve-month period, sales of the acquired companies totaled approximately
$63,000.
During the six months ended May 27, 2000, the Company purchased two air
filtration distributors and one liquid process filtration manufacturer
accounted for under the purchase method. Two of the acquisitions were paid
for in cash. The purchase price of the other was paid in cash and
Page 6 of 18
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CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
4. BUSINESS COMBINATIONS (Continued)
stock. During the six months ended June 2, 2001, the final allocation of
the purchase price to the assets and liabilities acquired resulted in an
increase to goodwill of $615. These acquisitions did not have a significant
impact on the results of the Company.
On September 10, 1999, the Company acquired three industrial filtration
businesses, Purolator Air Filtration, Facet International, and Purolator
Facet, Inc. The transaction was accounted for under the purchase method of
accounting with the excess of the initial purchase price over the estimated
fair value of the net tangible and identifiable intangible assets acquired
recorded as goodwill. During the fourth quarter of fiscal year 2000, the
Company finalized the purchase price according to the terms of the purchase
agreement and completed the estimates of liabilities assumed, including
those associated with exit and other costs of the acquisition. The
finalized allocation to major categories of assets and liabilities resulted
in a reduction to goodwill of $34. As part of the final allocation of
purchase price, the Company accrued an additional $800 for severance and
exit costs during 2000, resulting in a total accrual of $1,085 of which
$1,012 was paid out as of June 2, 2001. The remaining accrual for severance
and exit costs is expected to be settled by the end of 2001. The operating
results are included in the Company's consolidated results of operations
from September 1, 1999, the effective date of the acquisitions.
5. LONG-TERM DEBT
On May 1, 2001, the Company, in cooperation with the Campbellsville-Taylor
County Industrial Development Authority, issued $8,000 of Industrial
Revenue Bonds. The bonds are due May 1, 2031, with a variable rate of
interest that is reset weekly. In conjunction with the issuance of the
Industrial Revenue Bonds, the Company holds in trust certain restricted
investments committed for the acquisition of plant equipment. At June 2,
2001, the restricted asset balance was $2,941 and is included in other
noncurrent assets.
6. IMPAIRMENT LOSS
During the six months ended June 2, 2001, the Company recognized an
impairment loss in its Packaging segment of $2,422 related to certain plant
assets used exclusively in the manufacture of plastic closures for a
customer who terminated a manufacturing contract. The loss is included in
the cost of sales and was calculated under the guidelines of Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of
Long-Lived Assets and for Long-Lived Assets to be Disposed of."
7. EARNINGS PER SHARE
The Company calculates earnings per share according to Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Diluted
earnings per share reflects the impact of outstanding stock options and
restricted stock as if exercised during the periods presented using
Page 7 of 18
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CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
7. EARNINGS PER SHARE (Continued)
the treasury stock method. The following table provides a reconciliation of
the numerators and denominators utilized in the calculation of basic and
diluted earnings per share.
Quarter Ended Six Months Ended
------------------------- -------------------------
June 2, May 27, June 2, May 27,
2001 2000 2001 2000
----------- ----------- ----------- -----------
Net Earnings (numerator) $ 8,936 $ 10,090 $ 18,740 $ 17,153
Basic EPS:
Weighted average number of common
shares outstanding (denominator) 24,502,173 24,252,425 24,460,368 24,210,788
Basic per share amount $ 0.36 $ 0.42 $ 0.77 $ 0.71
=========== =========== =========== ===========
Diluted EPS:
Weighted average number of common
shares outstanding 24,502,173 24,252,425 24,460,368 24,210,788
Dilutive effect of stock options 471,582 263,882 327,535 251,229
----------- ----------- ----------- -----------
Diluted weighted average number of
common shares outstanding
(denominator) 24,973,755 24,516,307 24,787,903 24,462,017
Diluted per share amount $ 0.36 $ 0.41 $ 0.76 $ 0.70
=========== =========== =========== ===========
The following options were not included in the computation of diluted
earnings per share as the options' exercise prices were greater than the
average market price of the common shares during the respective quarter and
year-to-date periods:
Quarter Ended Six Months Ended
-------------------- -------------------------
June 2, May 27, June 2, May 27,
2001 2000 2001 2000
-------- ---------- ---------- ------------
Options -- 1,144,239 1,535,894 1,144,239
Weighted Average Exercise Price -- $ 18.92 $ 23.58 $ 18.92
For the six months ended June 2, 2001, exercises of stock options added
$2,382 to capital in excess of par value.
8. COMPREHENSIVE EARNINGS
The Company's total comprehensive earnings and its components are as
follows:
Page 8 of 18
10
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
8. COMPREHENSIVE EARNINGS (Continued)
Quarter Ended Six Months Ended
------------------- ---------------------
June 2, May 27, June 2, May 27,
2001 2000 2001 2000
------------------- -------- ----------
Net earnings $ 8,936 $ 10,090 $ 18,740 $ 17,153
Other comprehensive earnings, net of tax:
Cashflow hedges:
Cumulative effect of accounting change -- -- (769) --
Net loss on derivative instruments (234) -- (930) --
Foreign currency translation adjustments (1,601) (732) (396) (1,809)
-------- -------- -------- --------
Total comprehensive earnings $ 7,101 $ 9,358 $ 16,645 $ 15,344
======== ======== ======== ========
9. SEGMENT DATA
The Company operates in three principal product segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration, and Packaging. The segment
data for the quarter and six-month periods ended June 2, 2001 and May 27,
2000, 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.
Quarter Ended Six Months Ended
---------------------- -----------------------
June 2, May 27, June 2, May 27,
2001 2000 2001 2000
--------- --------- --------- ---------
Net sales:
Engine/Mobile Filtration $ 64,333 $ 65,362 $ 123,117 $ 125,213
Industrial/Environmental Filtration 80,553 78,770 158,101 153,815
Packaging 14,619 18,073 34,484 33,874
--------- --------- --------- ---------
$ 159,505 $ 162,205 $ 315,702 $ 312,902
========= ========= ========= =========
Operating profit:
Engine/Mobile Filtration $ 12,879 $ 12,910 $ 23,830 $ 22,465
Industrial/Environmental Filtration 3,806 4,403 5,828 6,738
Packaging 370 1,877 5,081 3,457
--------- --------- --------- ---------
17,055 19,190 34,739 32,660
Other expense (2,980) (3,278) (5,319) (5,717)
--------- --------- --------- ---------
Earnings before income taxes and
minority earnings $ 14,075 $ 15,912 $ 29,420 $ 26,943
========= ========= ========= =========
Page 9 of 18
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CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
9. SEGMENT DATA (Continued)
Six Months Ended
--------------------------
June 2, May 27,
2001 2000
--------- ---------
Identifiable assets:
Engine/Mobile Filtration $ 142,684 $ 146,868
Industrial/Environmental Filtration 271,885 260,484
Packaging 40,259 39,397
Corporate 57,048 45,295
--------- ---------
$ 511,876 $ 492,044
========= =========
The 2001 six-month results for the Packaging segment include a contract
cancellation payment from a customer received in the first quarter, which
increased operating profit by approximately $3,000 compared with the 2000
six-month period.
Page 10 of 18
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Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CLARCOR reported increased sales, operating profit, net earnings and earnings
per share for the first six months of 2001 compared to the same period in 2000.
Included in the first quarter of 2001 was a contract cancellation payment
received from a customer of the Company's Packaging segment which increased the
2001 six months operating profit approximately $3 million and diluted earnings
per share by $0.08 compared to last year's six-month results. Overall, sales and
operating profit were lower than expected for the six months due to reduced
customer orders caused by a slowdown in the U.S. economy compared to fiscal
2000.
RESULTS OF OPERATIONS: SECOND QUARTER OF 2001 COMPARED WITH SECOND QUARTER OF
2000.
Net sales of $159,505,000 decreased 1.7% from $162,205,000 reported for the
second quarter of 2000. Compared to last year's second quarter, excluding the
contract cancellation by a Packaging segment's customer in February 2001,
overall sales increased approximately 1% in the 2001 quarter.
The Engine/Mobile Filtration segment reported reduced sales of 1.6% to
$64,333,000 from $65,362,000 in 2000. The decline in sales reflects the overall
slowdown in the U.S. economy, the continuing strength of the U.S. dollar which
impacts both export sales and sales made by the segment's foreign business
units, and our customers continuing to reduce their inventory levels which
reduced their demand for the segment's products. The Company's
Industrial/Environmental Filtration segment recorded a 2.3% overall increase in
sales to $80,553,000 for the 2001 second quarter. This sales increase included
additional sales from new product introductions and increased distribution
coverage; however, partially offsetting these increases were reduced sales due
to the slowdown in the U.S. economy and in particular, sales of air quality
equipment and systems. The Packaging segment reported a decrease in sales of
19.1% for the 2001 quarter primarily as a result of the contract cancellation by
a customer in the first quarter of 2001. Excluding the impact of the canceled
contract, sales would have increased approximately 1% compared to the prior year
quarter. If not canceled, this license and manufacturing contract for plastic
closures would have continued for two additional years. The early termination
payment that was received in February 2001 was approximately equal to the
operating profit that would have been earned over the remaining contract period.
Future sales of plastic packaging products will be lower as a result of this
contract termination. However, increased sales of metal packaging products for
the Packaging segment are expected beginning in the third quarter of fiscal 2001
as a result of new metal lithography equipment installed during the first six
months of 2001.
Operating profit for the second quarter 2001 was $17,055,000 compared to
$19,190,000 in 2000, a decrease of 11.1%. Excluding the impact from the
cancellation of a customer contract, operating profit decreased approximately 7%
for the quarter. The reduction in operating profit was principally due to lower
sales and a reduction in gross profit margin to 28.4% for the quarter compared
to 30.8% in the second quarter 2000. The reduced gross profit margin was due
primarily to reduced capacity utilization and continued start-up costs for two
new manufacturing facilities and new lithography equipment. Discretionary cost
controls and reduced employee-related costs during the 2001 second quarter
resulted in an 8.1% reduction from the prior year in selling and administrative
expenses.
Page 11 of 18
13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
The Engine/Mobile Filtration segment recorded operating profit of $12,879,000
which was approximately level with the second quarter of 2000. Lower than
expected sales reduced capacity utilization but cost containment efforts
resulted in operating margin of 20.0%, which was slightly higher than 19.8% for
the second quarter 2000. The segment's discretionary cost reductions also offset
increases in energy, material and health care costs. The
Industrial/Environmental Filtration segment reported a $597,000 reduction in
operating profit in the second quarter of 2001 to $3,806,000 from $4,403,000
recorded in 2000. This reduction was primarily due to reduced sales of air
quality equipment and systems and start-up costs related to two new air filter
manufacturing plants that were established in late 2000. These new plants were
added primarily to meet a customer's demand for both current products and new
products. The sales increase for the products has been less than expected as the
customer has continued to reduce its orders throughout 2001 below the level
originally planned. The costs associated with these start-up activities are
expected to continue through the third quarter of 2001. The Packaging segment's
decrease in operating profit to $370,000 from $1,877,000 recorded in the 2000
quarter resulted primarily from reduced sales due to the February 2001 customer
contract cancellation. The Packaging segment's operating profit will be reduced
in future quarters as a result of the loss of sales for this customer. Operating
profit for the 2001 quarter was lower than the 2000 quarter also due to higher
energy and pension costs and reduced capacity utilization. However, beginning in
the third quarter of 2001, sales and operating profit are expected to be
favorably impacted by additional sales from new metal lithography equipment that
was installed during the first six months of fiscal 2001.
Net other expense for the quarter of $2,980,000 was slightly lower than the
$3,278,000 in the 2000 quarter primarily due to higher interest income recorded
in the 2001 quarter.
Earnings before income taxes and minority interests for the second quarter of
2001 were $14,075,000, a decrease of 11.5% from $15,912,000 in the comparable
quarter last year. The provision for income taxes in 2001 was $5,129,000, an
effective rate of 36.4% compared to 36.5% recorded in the 2000 quarter.
Net earnings in the second quarter of the current year were $8,936,000, or $0.36
per share on a diluted basis. The 2000 net earnings for the quarter of
$10,090,000 resulted in diluted earnings per share of $0.41. Diluted average
shares outstanding were 24,973,755 for the second quarter of 2001, an increase
of 1.9% from the average of 24,516,307 for the 2000 quarter.
SIX MONTHS OF 2001 COMPARED TO SIX MONTHS OF 2000.
Net sales for the six-month 2001 period totaled $315,702,000 compared to
$312,902,000 for the prior year period. The Engine/Mobile Filtration segment's
sales decrease of 1.7% to $123,117,000 resulted primarily from reduced
light-duty and railroad filtration product sales. The segment's sales were lower
than expected for the six-month 2001 period due to the slowdown in the U.S.
economy and a reduction in inventory levels and product demand by our customers.
The Industrial/Environmental Filtration segment reported a 2.8% increase in
sales for the six-month period primarily resulting from new products introduced
late in fiscal 2000 and increased distribution coverage for environmental air
filters. This increase in sales was partially offset by lower sales of air
quality equipment and systems in the 2001 period. The Packaging segment's sales
of $34,484,000
Page 12 of 18
14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
were 1.8% higher than the prior year and included the contract cancellation
payment received in the first quarter of 2001 offset by reduced sales of plastic
closures and license fees for that customer.
Operating profit for the 2001 six-month period of $34,739,000 exceeded the 2000
period by 6.4%. Included in the six-month results was a contract cancellation
payment received in the first quarter of 2001 that increased six-month 2001
operating profit by approximately $3 million compared to the 2000 six-month
period. Excluding the operating profit related to this customer from the 2001
and 2000 six-month periods, operating profit declined by approximately 3%
compared to the prior year. Reduced discretionary spending and management and
selling expenses also contributed to a 11.0% operating profit margin compared to
10.4% in the 2000 six-month period. The Engine/Mobile Filtration segment
reported an increase in operating profit of 6.1% from the prior year period.
This increase resulted from reduced discretionary spending and productivity
improvements that offset reduced capacity utilization and increases in energy,
material and health care costs. The Industrial/Environmental Filtration segment
reported reduced operating profit of 13.5% to $5,828,000. The reduction in
operating profit for the segment resulted primarily from reduced sales of air
quality equipment and systems and start-up costs associated with two new
manufacturing facilities. The start-up costs associated with these new
facilities are expected to be reduced during the third quarter of 2001 as
production efficiencies improve and capacity utilization improves. The Packaging
segment reported an increase in profit to $5,081,000 for the six-month 2001
period from $3,457,000 in 2000. This increase resulted from the contract
cancellation payment received in first quarter 2001 offset by reduced capacity
utilization and start-up costs related to the installation of new lithography
equipment. Increased sales and profits for metal packaging products are expected
beginning with the 2001 third quarter as a result of the new automated
equipment.
Net other expense of $5,319,000 in the 2001 six-month period was lower than the
$5,717,000 recorded in the prior year period. The reduction was principally due
to reduced currency exchange losses resulting from changes in European currency
rates.
Earnings before income taxes and minority interests totaled $29,420,000 for the
2001 six-month period compared to $26,943,000 in 2000, an increase of 9.2%. The
effective tax rate for both of the six-month periods was 36.3%. The Company
expects the overall effective tax rate for fiscal 2001 to be approximately
36.5%.
Net earnings totaled $18,740,000, or $0.76 diluted earnings per share, for the
six-month 2001 period. Net earnings totaled $17,153,000, or $0.70 diluted
earnings per share, for the 2000 six-month period. The diluted earnings per
share increased approximately $0.08 per share in 2001 as a result of the
Packaging segment's customer contract cancellation. Excluding the impact of this
contract cancellation for both 2001 and 2000, diluted earnings per share were
lower in 2001 by approximately 3% primarily as a result of lower sales levels
and the new facility and equipment start-up costs discussed above.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $18,305,000 for the 2001 six-month
period, an increase of $5,144,000 from the prior year. Net increases in assets
and liabilities of $14,049,000 for the six months of 2001 compared to
$15,276,000 recorded in 2000. Cash flows used in investing
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15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
activities in 2001 of $10,155,000 included $10,220,000 for additions to plant
assets. In the first six months of 2000, cash flows for investing activities
totaled $25,040,000 and included $12,972,000 used for acquisitions. The Company
also issued 160,704 common shares related to one of the acquisitions. Additions
to plant assets totaled $12,166,000 in the 2000 quarter. Cash flows from
financing activities of $1,641,000 in 2001 included net repayments on a line of
credit of $2,000,000, $8,000,000 received from the issuance of industrial
revenue bonds related to a new facility in Kentucky, and dividend payments of
$5,728,000. Cash flows from financing activities of $4,772,000 in the 2000
six-month period included net additional borrowings on a line of credit of
$11,500,000 primarily for acquisitions, repayments on long-term debt of
$1,686,000 and dividend payments of $5,560,000.
CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, fund
planned capital expenditures, and provide for interest payments and required
principal payments related to the Company's long-term debt. Subsequent to the
end of the 2001 second quarter, the Company completed the acquisition of Total
Filtration Services (TFS) for approximately $31,000,000. Cash balances and
additional borrowing against the Company's outstanding credit line were used to
fund the acquisition. At the end of the 2001 second quarter, the outstanding
balance on the credit facility was $114,000,000. Principal payments on long-term
debt will be approximately $5,500,000 in fiscal 2001; however, no payments are
required in fiscal 2001 on the multicurrency revolving credit facility. The
Company is in compliance with covenants related to the facility. Operating
profit before depreciation, asset impairment and amortization, increased to
$48,170,000 compared to $43,811,000 in 2000. Capital expenditures in fiscal year
2001 are expected to be approximately $20,000,000 to $25,000,000 compared to the
total of $29,005,000 in 2000. The 2001 expenditures will be used to increase
production capacity, reduce manufacturing costs, integrate and improve
businesses previously acquired, and develop new products.
The Company's financial position at the end of the second quarter was not
significantly different from fiscal year-end 2000. Cash and short-term
investments totaled $20,658,000 at the end of the quarter, an increase from
$10,864,000 at year-end 2000. At the end of the 2001 second quarter compared to
year-end 2000, accounts receivable were reduced by $6,720,000 and inventory
increased $1,963,000 due to reduced sales levels during the 2001 period as
customers reduced their inventories and order rate. The current ratio at the end
of the 2001 second quarter was 2.9 compared to 2.4 at the end of fiscal 2000.
Including the $8,000,000 of industrial revenue bonds issued during the 2001
second quarter, the ratio of long-term debt to total capitalization at the end
of the second quarter was 36.6% compared to the year-end level of 36.9%. At June
2, 2001, CLARCOR had 24,519,905 shares of common stock outstanding.
OTHER MATTERS
Market Risk
The Company's interest expense on long-term debt is sensitive to changes in
interest rates. In addition, changes in foreign currency exchange rates may
affect assets, liabilities and commitments that are to be settled in cash and
are denominated in foreign currencies. During fiscal 2000, the Company entered
into several interest rate swap agreements related to a multicurrency credit
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16
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
revolver based on LIBOR. The Company's interest rate agreements are discussed in
Note 3 to the consolidated condensed financial statements as the Company adopted
SFAS 133 effective December 1, 2000. Market risks are also discussed in the
Company's Annual Report and Form 10-K for the year ended November 30, 2000 (the
"Annual Report") in the Financial Review on page 10.
Recent Accounting Pronouncements
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements,"
relating to revenue recognition under generally accepted accounting principles
in financial statements. The Emerging Issues Task Force has also issued related
guidance regarding revenue recognition and disclosure. The Company expects to
continue to review the guidance provided in SAB 101 during fiscal 2001 as
compliance is required by the end of fiscal 2001 for the Company. Based on the
assessment to date of current practices, management does not expect this review
to result in any material effect on the Company's future revenue recognition
practices.
Outlook
The Company believes the reduced order rate for filtration products that
occurred in the first six months of 2001 resulted primarily from customer
concerns related to a downturn in the U.S. economy. This particularly affected
sales of air quality equipment and systems, which are not expected to return to
prior year sales levels before the end of 2001. The order rate from aftermarket
distributors, which is the Company's largest distribution channel for filtration
products, was also reduced during the period. However, the Company anticipates
that although some aftermarket distributors have delayed orders and reduced
their inventory during the first six months of fiscal 2001, ongoing filter
maintenance and replacement requirements for vehicles, equipment and buildings
will lead to reasonably consistent annual sales of aftermarket filtration
products. Continued emphasis on cost reductions within each business unit is
expected to offset cost increases for pensions, health care, energy and for
certain raw materials. Labor availability has improved in several locations that
will also help to reduce costs compared to 2000.
Customer interest in the Company's Total Filtration Program, which was initiated
in fiscal 2000, continues to grow and additional sales are anticipated from new
customers and increased sales to current customers. The Company's third quarter
2001 acquisition of Total Filtration Services (TFS) is expected to enhance the
ability of CLARCOR to meet the filtration management requirements of its
customers. Even in the current economic environment, the Total Filtration
Program has continued to grow as customers respond enthusiastically to the
simplification CLARCOR provides to the management of their filtration needs. The
investment in TFS and other resources into the Total Filtration Program is
expected to accelerate sales growth in the future.
The Packaging segment will continue with its transition to a business model
focused on growth in its core strength of flat sheet metal lithography. This
repositioning is expected to result in improved sales and operating profit
beginning in the third quarter of 2001 when the start-up of new lithography
equipment will be completed.
If the slowdown in the U.S. economy continues, it will affect the Company's
businesses for the remainder of the fiscal year. Being primarily a manufacturer
of consumable, disposable filters used
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17
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
in aftermarket applications normally provides stability to sales and profits,
but it does not make the Company immune to fluctuations in the economy overall.
The results from TFS will be included for the third and fourth quarters of the
2001 fiscal year and this acquisition is expected to be accretive to earnings
per share beginning in fiscal 2002. CLARCOR expects to continue to produce a
strong, stable cash flow. The Company continues to assess acquisition
opportunities, primarily in related filtration businesses. It is expected that
these acquisitions would expand the Company's market base, distribution coverage
and product offerings.
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 period; 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,
labor availability and related costs, product life cycles, raw material costs,
energy costs, and purchasing patterns of distributors and customers; competitive
conditions in the industry; business cycles affecting the markets in which the
Company's products are sold; the effectiveness of plant conversions, plant
expansions and productivity improvement programs; the management of both growth
and acquisitions; the fluctuation in interest rates, primarily LIBOR, which
affect the cost of borrowing under the revolving credit facility; the
fluctuation in foreign and U.S. currency exchange rates; extraordinary events,
such as litigation, acquisitions or divestitures 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 CLARCOR common stock could
be materially adversely affected.
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18
Part II - Other Information
Item 4 - Submission of Matters to a Vote of Security Holders
At the annual meeting of shareholders of CLARCOR Inc. held on
March 27, 2001, all of management's nominees for directors, as
listed in the proxy statement dated February 23, 2001, were
elected. The Company had 24,462,933 shares of common stock
outstanding as of the close of business on the February 9, 2001
record date, and the holders of 22,229,381 shares of common stock
were present at the meeting, in person or by proxy.
The four nominees elected received votes as follows:
For Withheld
---------- --------
Robert J. Burgstahler 21,916,602 312,779
Lawrence E. Gloyd 21,773,431 455,950
Norman E. Johnson 21,918,383 310,998
Keith E. Wandell 21,915,402 313,979
Item 6b - The Company filed a Form 8-K on March 28, 2001, announcing the
election of Keith E. Wandell to its Board of Directors.
The Company filed a Form 8-K on May 14, 2001, announcing a
definitive agreement to acquire several filtration management
companies from MPW Industrial Services Group, Inc. and commenting
on its expectations for the second quarter and the outlook for the
year. The acquisition was completed on June 4, 2001.
Page 17 of 18
19
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)
June 21, 2001 By /s/ Bruce A. Klein
- --------------------- -----------------------------------
(Date) Bruce A. Klein, Vice President -
Finance and Chief Financial
Officer
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