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 1, 2002 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.
24,880,994 common shares outstanding
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Page 1 of 22
Part I - Item 1
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
--------
June 1, November 30,
ASSETS 2002 2001
------------ -------------
(unaudited)
Current assets:
Cash and short-term cash investments $ 11,424 $ 7,418
Accounts receivable, less allowance for losses
of $7,634 for 2002 and $7,920 for 2001 116,021 115,003
Inventories:
Raw materials 36,224 37,195
Work in process 11,579 12,183
Finished products 57,104 54,913
--------- ---------
Total inventories 104,907 104,291
--------- ---------
Prepaid expenses and other current assets 2,531 4,120
Deferred income taxes 14,816 13,518
--------- ---------
Total current assets 249,699 244,350
--------- ---------
Plant assets at cost, 282,980 277,309
less accumulated depreciation (149,731) (139,993)
--------- ---------
133,249 137,316
--------- ---------
Goodwill 76,127 80,108
Trademarks 29,255 29,255
Other acquired intangibles, less accumulated amortization 9,466 9,831
Pension assets 19,274 18,939
Other noncurrent assets 10,086 10,818
--------- ---------
$ 527,156 $ 530,617
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 5,592 $ 5,579
Accounts payable 44,671 42,657
Income taxes 11,432 4,526
Accrued employee compensation 14,151 15,099
Other accrued liabilities 27,562 27,070
--------- ---------
Total current liabilities 103,408 94,931
--------- ---------
Long-term debt, less current portion 104,971 135,203
Long-term pension liabilities 5,929 4,955
Other long-term liabilities 20,904 20,833
Minority interests 435 434
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 24,881 24,626
Capital in excess of par value 12,516 9,565
Accumulated other comprehensive earnings (7,805) (9,179)
Retained earnings 261,917 249,249
--------- ---------
291,509 274,261
--------- ---------
$ 527,156 $ 530,617
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 2 of 22
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
----------
Quarter Ended Six Months Ended
---------------------------------- ---------------------------------
June 1, June 2, June 1, June 2,
2002 2001 2002 2001
---------------- ---------------- ---------------- ----------------
Net sales $ 176,510 $ 159,505 $ 334,772 $ 315,702
Cost of sales 125,210 114,161 238,762 224,072
---------------- ---------------- ---------------- ----------------
Gross profit 51,300 45,344 96,010 91,630
Selling and administrative expenses 32,504 28,289 62,808 56,891
---------------- ---------------- ---------------- ----------------
Operating profit 18,796 17,055 33,202 34,739
---------------- ---------------- ---------------- ----------------
Other income (expense):
Interest expense (1,828) (2,727) (3,794) (5,461)
Interest income 91 181 285 336
Other, net (432) (434) (536) (194)
---------------- ---------------- ---------------- ----------------
(2,169) (2,980) (4,045) (5,319)
---------------- ---------------- ---------------- ----------------
Earnings before income taxes and
minority interests 16,627 14,075 29,157 29,420
Provision for income taxes 6,017 5,129 10,535 10,678
---------------- ---------------- ---------------- ----------------
Earnings before minority interests 10,610 8,946 18,622 18,742
Minority interests in earnings of subsidiaries (3) (10) (17) (2)
---------------- ---------------- ---------------- ----------------
Net earnings $ 10,607 $ 8,936 $ 18,605 $ 18,740
================ ================ ================ ================
Net earnings per common share:
Basic $ 0.43 $ 0.36 $ 0.75 $ 0.77
================ ================ ================ ================
Diluted $ 0.42 $ 0.36 $ 0.74 $ 0.76
================ ================ ================ ================
Average number of common shares outstanding:
Basic 24,856,731 24,502,173 24,782,349 24,460,368
================ ================ ================ ================
Diluted 25,310,296 24,973,755 25,142,081 24,787,903
================ ================ ================ ================
Dividends paid per share $ 0.1200 $ 0.1175 $ 0.2400 $ 0.2350
================ ================ ================ ================
See Notes to Consolidated Condensed Financial Statements
Page 3 of 22
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
---------
Six Months Ended
--------------------------
June 1, June 2,
2002 2001
------------ ----------
Cash flows from operating activities:
Net earnings $ 18,605 $ 18,740
Depreciation 10,067 9,339
Amortization 365 1,670
Impairment of plant assets -- 2,422
Changes in assets and liabilities 11,627 (14,049)
Other, net 72 183
--------- ---------
Net cash provided by operating activities 40,736 18,305
--------- ---------
Cash flows from investing activities:
Additions to plant assets (6,078) (10,220)
Business acquisitions, net of cash acquired 3,694 (130)
Other, net (1) 195
--------- ---------
Net cash used in investing activities (2,385) (10,155)
--------- ---------
Cash flows from financing activities:
Proceeds from line of credit 9,500 5,500
Payments on line of credit (39,500) (7,500)
Proceeds from long-term debt -- 8,000
Reduction of long-term debt (219) (110)
Cash dividends paid (5,937) (5,728)
Other, net 1,786 1,479
--------- ---------
Net cash provided by (used in) financing activities (34,370) 1,641
--------- ---------
Net effect of exchange rate changes on cash 25 3
--------- ---------
Net change in cash and short-term cash investments 4,006 9,794
Cash and short-term cash investments,
beginning of period 7,418 10,864
--------- ---------
Cash and short-term cash investments,
end of period $ 11,424 $ 20,658
========= =========
Cash paid during the period for:
Interest $ 4,076 $ 4,540
========= =========
Income taxes $ 1,946 $ 10,957
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 4 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
- --------------------------------------------------------------------------------
1. CONSOLIDATED FINANCIAL STATEMENTS
The November 30, 2001 consolidated balance sheet data was derived from
CLARCOR's year-end audited financial statements, but does not include all
disclosures required by accounting principles generally accepted in the
United States of America. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
have been condensed or omitted.
The consolidated condensed balance sheet as of June 1, 2002, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended June 1, 2002, and
June 2, 2001, 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, 2001 annual report to shareholders except for the
adoption of new accounting pronouncements as discussed in Note 2. 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 1, 2002 are not necessarily
indicative of the operating results for the full year.
2. RECENT ACCOUNTING PRONOUNCEMENTS: BUSINESS COMBINATIONS, GOODWILL AND
INTANGIBLES
In June 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 142 (SFAS 142), "Goodwill
and Other Intangible Assets," which discontinues amortization of the
excess of cost over fair value of assets acquired and of intangible assets
with indefinite lives. It also requires goodwill and intangible assets
with indefinite lives to be tested for impairment annually or whenever
there is an impairment indicator. The FASB also issued Statement of
Financial Accounting Standards No. 141 (SFAS 141), "Business
Combinations," which requires all business combinations after June 30,
2001 to be accounted for under the purchase method and contains transition
provisions that may result in the reclassification of carrying values
among existing goodwill and other intangibles. As a result of adopting
these standards in the first quarter of fiscal 2002, the Company no longer
amortizes goodwill, trademarks and trade names.
As a result of adopting these new standards, the accounting policies for
goodwill and other intangibles changed on December 1, 2001, as described
below:
Goodwill: The Company recognizes the excess of the cost of an acquired
entity over the net amount assigned to assets acquired and liabilities
assumed as goodwill. Goodwill is tested for impairment on an annual basis
and between annual tests in certain circumstances. Impairment losses would
be recognized whenever the implied fair value of goodwill is less than its
carrying value. Prior to December 1, 2001, goodwill was amortized over a
forty-year period using the straight-line method. Beginning December 1,
2001, goodwill is no longer amortized.
Page 5 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
2. RECENT ACCOUNTING PRONOUNCEMENTS: BUSINESS COMBINATIONS, GOODWILL
(Continued)
Other Acquired Intangibles: The Company recognizes an acquired intangible
apart from goodwill whenever the asset arises from contractual or other
legal rights, or whenever it is capable of being separated or divided from
the acquired entity and sold, transferred, licensed, rented, or exchanged,
either individually or in combination with a related contract, asset, or
liability. An intangible other than goodwill is amortized over its
estimated useful life unless that life is determined to be indefinite. The
Company's trade names and trademarks have indefinite useful lives and will
be subject to impairment testing under SFAS 142. Prior to December 1,
2001, the trademarks were amortized over a forty-year life. All other
acquired intangible assets, including patents (average fourteen year life)
and other identifiable intangible assets with lives ranging from one to
thirty years, are being amortized using the straight-line method over the
estimated periods to be benefited. The Company will review the lives of
its definite-lived intangibles annually and if necessary, impairment
losses would be recognized if the carrying amount of an intangible subject
to amortization is not recoverable from expected future cash flows and its
carrying amount exceeds its fair value.
As a result of adopting SFAS 142, the Company completed the transitional
goodwill impairment reviews required by the new standards during the first
quarter of 2002. In performing the impairment reviews, the Company
estimated the fair values of the reporting units using a present value
method that discounted future cash flows. Such valuations are sensitive to
assumptions associated with cash flow growth, discount rates and terminal
value. The Company further assessed the reasonableness of these estimates
by using valuation methods based on market multiples and recent capital
market transactions. As of December 1, 2001, the transition date, there
was no impairment to goodwill as the fair values exceeded the carrying
values of the reporting units. The carrying amounts of goodwill by
reporting unit as of June 1, 2002 are as follows: $8,531 for Engine/Mobile
Filtration, $67,596 for Industrial/Environmental Filtration and $0 for
Packaging. During the six months ended June 1, 2002, the carrying amount
for the Industrial/Environmental segment decreased by approximately $3,954
due to purchase price adjustments related to an acquisition as discussed
in Note 3. There were also insignificant changes to the carrying values
due to foreign currency translation adjustments.
The Company also performed the impairment tests on its indefinite-lived
intangibles as of December 1, 2001 using the relief-from-royalty method to
determine the fair value of its trademarks and trade names. As of December
1, 2001, there was no impairment as the fair value was greater than the
carrying value of $29,255 for these indefinite-lived intangibles.
In connection with adopting SFAS 142, the Company also reassessed the
useful lives and classification of identifiable finite-lived intangible
assets and determined that they continue to be appropriate. The gross
carrying amount of amortized intangible assets was $12,152 and the related
accumulated amortization was $2,686 at June 1, 2002. The amortization
expense during the quarter and six months ended June 1, 2002 was $183 and
$365, respectively, and is estimated to be $726 for fiscal year 2002. The
estimated amounts of amortization expense for the next five years are:
$656 in 2003, $501 in 2004, $498 in 2005, $498 in 2006 and $198 in 2007.
Page 6 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
2. RECENT ACCOUNTING PRONOUNCEMENTS: BUSINESS COMBINATIONS, GOODWILL
(Continued)
The following table presents net earnings and earnings per share assuming
the nonamortization provisions of SFAS 142 were applied to fiscal year
2001:
<Table>
<Caption> Three Months Ended
--------------------------------------------------- Year Ended
March 3, June 2, September 1, November 30, November 30,
2001 2001 2001 2001 2001
--------- ------- ------------- ------------ ------------
Reported net earnings $ 9,804 $ 8,936 $ 10,257 $ 12,896 $ 41,893
Goodwill amortization, net of income taxes 302 314 412 347 1,375
Other amortization, net of income taxes 108 127 124 117 475
-----------------------------------------------------------------
Adjusted net earnings $ 10,214 $ 9,377 $ 10,793 $ 13,359 $ 43,743
=================================================================
Basic EPS:
Basic as reported $ 0.40 $ 0.36 $ 0.42 $ 0.52 $ 1.71
Goodwill amortization, net of income taxes 0.02 0.01 0.02 0.01 0.06
Other amortization, net of income taxes -- 0.01 -- 0.01 0.02
-----------------------------------------------------------------
Adjusted basic earnings per share $ 0.42 $ 0.38 $ 0.44 $ 0.54 $ 1.79
=================================================================
Diluted EPS:
Diluted as reported $ 0.40 $ 0.36 $ 0.41 $ 0.51 $ 1.68
Goodwill amortization, net of income taxes 0.02 0.01 0.01 0.01 0.05
Other amortization, net of income taxes -- 0.01 -- 0.01 0.02
-----------------------------------------------------------------
Adjusted diluted earnings per share $ 0.42 $ 0.38 $ 0.42 $ 0.53 $ 1.75
=================================================================
</Table>
3. BUSINESS COMBINATIONS
Subsequent to the end of the second quarter, on June 5, 2002, the Company
acquired Locker Filtration Limited (Locker) for approximately $6,500 in
cash. As a result of the acquisition, Locker became a subsidiary of the
Company and will be included in the Engine/Mobile Filtration segment. 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 company totaled approximately $14,000.
On June 4, 2001, the Company acquired the stock of several filtration
management companies for approximately $29,258, net of cash received,
including acquisition expenses. The purchase price was paid in cash with
available funds and proceeds from long-term borrowings from a revolving
credit facility. As a result of the acquisition, the companies were
combined into one company, Total Filtration Services, Inc. (TFS), and
became a subsidiary of the Company. TFS is included in the
Industrial/Environmental Filtration segment. 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 and amortized
over forty years by the straight-line method. The initial purchase
Page 7 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
3. BUSINESS COMBINATIONS (Continued)
price was based on the net assets of the businesses acquired as shown on a
June 4, 2001 balance sheet subject to a final adjustment. During the six
months ended June 1, 2002, the purchase price was finalized resulting in a
$3,694 payment by the seller to the Company. A decrease to goodwill of
$3,954 was recorded primarily as a result of the net settlement payment
and entries associated with deferred income taxes, the valuation of
inventory acquired, and preacquisition contingencies related to contract
matters. No additional purchase accounting entries associated with the TFS
acquisition are expected other than entries to finalize deferred income
taxes. The results are included in the Company's consolidated results of
operations from the date of acquisition.
The following unaudited pro forma information summarizes the results of
operations for the period indicated as if the acquisition had been
completed as of the beginning of the period presented. The pro forma
information gives effect to the actual operating results prior to the
acquisition, adjusted to include the pro forma effect of interest expense,
depreciation, amortization of intangibles and income taxes. The pro forma
amount does not purport to be indicative of the results that would have
actually been obtained if the acquisition had occurred as of the beginning
of the period presented or that may be obtained in the future. Unaudited
pro forma net sales for the Company would have been $341,700 for the six
months ended June 2, 2001. Net earnings and earnings per share for fiscal
2001 would not have been significantly affected.
4. DERIVATIVE INSTRUMENTS
Effective December 1, 2000, the Company adopted Statement of Financial
Accounting Standards No. 133 (SFAS 133), "Accounting for Derivative
Instruments and Hedging Activities." The adoption of SFAS 133 resulted in
a cumulative effect of an accounting change to accumulated other
comprehensive earnings in the first quarter of 2001 of a negative $769
($1,183 pretax) and the recognition of a liability related to an existing
interest rate agreement.
This interest rate agreement provides for the Company to pay a 7.34% fixed
interest rate on a notional amount of $60,000 and expires September 11,
2002. Under the agreement the Company will receive interest at floating
rates based on LIBOR. This derivative instrument is designated as a cash
flow hedge and determined to be effective. Therefore, there was no
adjustment to net earnings during the six month period of 2002 or 2001. At
June 1, 2002, the fair value of the agreement was a negative $1,659 and is
included in other current liabilities. The net gain included in other
comprehensive earnings for the six months ended June 1, 2002 was $1,274
(or $828 pretax). Derivative gains and losses will be reclassified into
earnings as payments are made on its variable rate interest debt.
Derivative losses of approximately $900 were reclassified into earnings
during the six months ended June 1, 2002. The remaining amount of net
derivative losses included in other comprehensive income at June 1, 2002
will be reclassified into earnings in fiscal year 2002. At November 30,
2001, the fair value of the agreement was a negative $2,932 and is
included in other current liabilities. The net loss included in other
comprehensive earnings for the six months ended June 1, 2001 was $930
($1,430 pretax).
Page 8 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
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 1,
2002, the restricted asset balance was $1,481 and is included in other
noncurrent assets.
6. CONTINGENCIES
The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings
relating to environmental issues. The U.S. Environmental Protection Agency
(EPA) and/or other responsible state agencies have designated the Company
as a potentially responsible party (PRP), along with other companies, in
remedial activities for the cleanup of waste sites under the federal
Superfund statute.
At June 1, 2002, the Company was addressing two claims for environmental
remediation costs at two sites where it has been named a potentially
responsible party. A negotiated settlement has been reached on a "buyout"
basis concerning waste disposal by the Company and other companies at a
site in Maryland. Based upon past participation, the Company expects to
qualify for a buyout settlement at a site in Illinois as well. Estimated
costs to settle outstanding liabilities associated with these two matters
is less than $50 and has been accrued for by the Company. This estimate is
based upon information provided by the relevant environmental agencies,
legal counsel and independent environmental consultants.
Although it is not certain what future claims, if any, may be asserted
against the Company in these matters, the Company currently believes that
its potential liability for future remediation costs does not exceed its
present accrual. However, environmental and related remediation costs are
difficult to quantify for a number of reasons, including the number of
parties involved, the difficulty in determining the extent of the
contamination, the length of time remediation may require, the complexity
of the environmental regulation and the continuing advancement of
remediation technology. Applicable federal law may impose joint and
several liability on each PRP for the cleanup.
It is the opinion of management, after consultation with legal counsel
that additional liabilities, if any, resulting from these legal or
environmental issues, are not expected to have a material adverse effect
on the Company's financial condition or consolidated results of
operations.
7. IMPAIRMENT LOSS
During the first quarter ended March 3, 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."
Page 9 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
8. RESEARCH & DEVELOPMENT
The Company charges research and development costs relating to the
development of new products or the improvement or redesign of its existing
products to expense when incurred. Research and development costs were
approximately $3,404 and $3,209 for the six months ended June 1, 2002 and
June 2, 2001, respectively.
9. 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 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 1, June 2, June 1, June 2,
2002 2001 2002 2001
------------- ------------- ------------ -------------
Net Earnings (numerator) $ 10,607 $ 8,936 $ 18,605 $ 18,740
Basic EPS:
Weighted average number of common
shares outstanding (denominator) 24,856,731 24,502,173 24,782,349 24,460,368
Basic per share amount $ 0.43 $ 0.36 $ 0.75 $0.77
============ ============ ============ =============
Diluted EPS:
Weighted average number of common
shares outstanding 24,856,731 24,502,173 24,782,349 24,460,368
Dilutive effect of stock options 453,565 471,582 359,732 327,535
------------ ------------ ------------ -------------
Diluted weighted average number of
common shares outstanding
(denominator) 25,310,296 24,973,755 25,142,081 24,787,903
Diluted per share amount $ 0.42 $ 0.36 $ 0.74 $ 0.76
============ ============ ============ =============
Page 10 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
9. EARNINGS PER SHARE (Continued)
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:
<Table>
<Caption>
Quarter Ended Six Months Ended
----------------------------- ------------------------------
June 1, June 2, June 1, June 2,
2002 2001 2002 2001
----------- ----------- ----------- -----------
Options 41,366 -- 41,366 1,535,894
Weighted Average Exercise Price $ 31.97 -- $ 31.97 $ 23.58
</Table>
For the six months ended June 1, 2002, exercises of stock options added
$2,164 to capital in excess of par value.
10. COMPREHENSIVE EARNINGS
The Company's total comprehensive earnings and its components are as
follows:
<Table>
<Caption>
Quarter Ended Six Months Ended
------------------------------- -----------------------------
June 1, June 2, June 1, June 2,
2002 2001 2002 2001
--------------- -------------- ------------ --------------
Net earnings $ 10,607 $ 8,936 $ 18,605 $ 18,740
Other comprehensive earnings, net of tax:
Cash flow hedges:
Cumulative effect of accounting change -- -- -- (769)
Net gain (loss) on derivative instruments 479 (234) 828 (930)
Foreign currency translation adjustments 1,520 (1,601) 546 (396)
--------- ------- --------- ----------
Total comprehensive earnings $ 12,606 $ 7,101 $ 19,979 $ 16,645
========= ======= ========= ==========
</Table>
11. RECLASSIFICATIONS
Certain reclassifications have been made to conform prior years' data to
the current presentation. These reclassifications had no effect on
reported earnings.
Page 11 of 22
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
12. SEGMENT DATA
The Company operates in three principal product segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration, and Packaging. The
segment data for the second quarter and six-month periods ended June 1,
2002 and June 2, 2001, 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.
<Table>
<Caption>
Quarter Ended Six Months Ended
-------------------------- ---------------------------
June 1, June 2, June 1, June 2,
2002 2001 2002 2001
--------- --------- ---------- ---------
Net sales:
Engine/Mobile Filtration $ 64,760 $ 64,333 $ 122,599 $ 123,117
Industrial/Environmental Filtration 94,377 80,553 180,327 158,101
Packaging 17,373 14,619 31,846 34,484
--------- --------- --------- ---------
$ 176,510 $ 159,505 $ 334,772 $ 315,702
========= ========= ========= =========
Operating profit:
Engine/Mobile Filtration $ 13,169 $ 12,879 $ 24,427 $ 23,830
Industrial/Environmental Filtration 4,672 3,806 7,202 5,828
Packaging 955 370 1,573 5,081
--------- --------- --------- ---------
18,796 17,055 33,202 34,739
Other expense (2,169) (2,980) (4,045) (5,319)
--------- --------- --------- ---------
Earnings before income taxes and
minority earnings $ 16,627 $ 14,075 $ 29,157 $ 29,420
========= ========= ========= =========
Identifiable assets:
Engine/Mobile Filtration $ 143,060 $ 142,684
Industrial/Environmental Filtration 298,570 271,885
Packaging 43,885 40,259
Corporate 41,641 57,048
--------- ---------
$ 527,156 $ 511,876
========= =========
</Table>
Nonrecurring amortization expense recorded in operating profit in the
second quarter and six months ended June 2, 2001 was $117 and $223 in the
Engine/Mobile Filtration segment and $567 and $1,101 in the
Industrial/Environmental segment, respectively. The Packaging segment
operating profit did not include any nonrecurring amortization in 2001. As
discussed in Note 2 with the adoption of SFAS 142, the Company no longer
amortizes goodwill or trademarks.
During the first quarter of 2001, the Company received a settlement
payment of $7,000 for the early termination of a supply and license
agreement and in connection therewith recognized an impairment loss in its
Packaging segment of $2,422 related to certain plant assets as discussed
in Note 7.
Page 12 of 22
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CLARCOR's results of operations for the 2002 second quarter and six months
include the results from Total Filtration Services (TFS), which the Company
acquired at the beginning of the third quarter 2001. For the 2002 second quarter
and six-month period, TFS added approximately $17,000,000 and $32,000,000 in
sales, respectively, and added $0.01 and $0.02 to diluted earnings per share,
respectively, after interest expense and income taxes. The results from TFS are
included in the Company's consolidated results of operations from the date of
the acquisition. Purchase accounting entries, primarily related to a $3,694,000
payment by the seller to CLARCOR for finalizing a closing balance sheet in
accordance with the purchase agreement, were recorded in the first quarter of
2002. Goodwill decreased by $4,000,000 in the first quarter of 2002 primarily as
a result of the settlement payment and entries associated with deferred income
taxes and the valuation of acquired inventories. A final adjustment related to a
preacquisition contingency was recorded in the 2002 second quarter for
approximately $46,000. No additional purchase accounting entries associated with
the TFS acquisition are expected other than entries to finalize deferred income
taxes.
The most significant change impacting operating profit and net earnings for the
2002 six-month period compared to the first six months of 2001 was due to a
nonrecurring contract cancellation payment received in the first quarter of 2001
from a customer of the Company's Packaging segment. This contract cancellation
payment increased sales by $7,000,000, operating profit by $4,489,000 and
diluted earnings per share by $0.12 in the first quarter of 2001. The Company
also adopted Statement of Financial Accounting Standards No. 142 (SFAS 142) at
the beginning of the first quarter of 2002. This reduced amortization expense
for goodwill and indefinite-lived intangible assets by approximately $1,324,000
for the six-month period of 2002. Alternatively, this amortization expense
decreased diluted earnings per share by $0.04 in the first six months of 2001.
Subsequent to the end of the 2002 second quarter, the Company announced the
acquisition of Locker Filtration Limited for approximately $6,500,000. No debt
was assumed with the transaction. Locker's results of operations will be
included with the Engine/Mobile Filtration segment beginning with the third
quarter of 2002. Locker's sales totaled approximately $14,000,000 for its most
recent twelve-month period.
RESULTS OF OPERATIONS: SECOND QUARTER OF 2002 COMPARED WITH SECOND QUARTER OF
2001.
CLARCOR reported increased sales, operating profit, net earnings and earnings
per share for the second quarter 2002 compared to the same quarter in 2001. Net
sales of $176,510,000 increased 10.7% from $159,505,000 reported for the second
quarter of 2001. Compared to last year's second quarter, excluding the sales
from TFS for the 2002 quarter, overall sales were approximately equal to 2001.
The Engine/Mobile Filtration segment reported slightly increased sales of 0.7%
in the second quarter to $64,760,000 from $64,333,000 in 2001. Sales increases
were recorded for heavy-duty truck filtration. Sales of light-duty filtration
products were approximately level with the 2001 quarter. Sales of railroad
locomotive filters were lower in 2002 compared to 2001 as major railroads and
locomotive manufacturers continue to experience decreased rail traffic and lower
demand for new locomotives.
Page 13 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
The Company's Industrial/Environmental Filtration segment recorded a 17.2%
overall increase in sales to $94,377,000 for the 2002 second quarter. Excluding
sales from TFS, the segment's sales decreased approximately 4%. Reduced customer
demand for air quality equipment, filters and systems sold primarily into the
capital goods and aviation markets resulted in approximately a 20% reduction in
these sales compared to the 2001 quarter. Partially offsetting this reduction
was an approximate 9% increase in sales of environmental air filters in the 2002
quarter.
The Packaging segment reported second quarter sales of $17,373,000 compared to
$14,619,000 in 2001, an increase of 18.8%. This increase in sales relates in
part to the segment's focus on recurring metal lithography business that is
supported by new metal lithography equipment installed in early 2001. In
addition, sales increased for plastic closures and containers compared to the
2001 second quarter.
The Company's operating profit for second quarter 2002 was $18,796,000 compared
to $17,055,000 in 2001. The 2001 quarter included approximately $684,000 of
amortization expense for goodwill and intangible assets that was not recorded in
2002 due to the adoption of SFAS 142. Excluding the impact from reduced
amortization expense, 2002 operating profit increased approximately 6% compared
to 2001. This increase resulted primarily from profit related to TFS and
productivity improvement programs that offset the impact from reduced sales
levels for certain products and significant increases in pension costs and
increased insurance expenses. Selling and administrative expenses increased in
2002 primarily due to TFS and second quarter 2001 included amortization expense
of $684,000 for goodwill and intangibles that was not recorded in the 2002
quarter. Excluding the impact of these two changes, selling and administrative
expenses in the 2002 quarter increased approximately 4% from the 2001 quarter
due primarily to increases for employee benefit programs.
The Engine/Mobile Filtration segment recorded an operating profit increase in
2002 of 2.3% compared to 2001, or 1.3% excluding the impact of reduced
amortization expenses due to the adoption of SFAS 142. This increase resulted
primarily from discretionary cost reductions and productivity improvements that
offset reduced profit from lower railroad filtration sales levels and higher
insurance and pension costs. As a result, the segment's operating margin
increased from 20.0% recorded in the second quarter of 2001 to 20.3% in 2002.
The Industrial/Environmental Filtration segment reported operating profit of
$4,672,000 in 2002 compared to $3,806,000 in 2001. This increase includes
approximately $800,000 from TFS and $567,000 from reduced amortization expense
due to the adoption of SFAS 142. These increases offset reduced profit resulting
from a 4% reduction in sales, excluding TFS, for the segment.
The Packaging segment's operating profit in the 2002 quarter was $955,000
compared to $370,000 in 2001, an increase of $585,000. The increase resulted
from increased sales of metal and plastic packaging products in the 2002 quarter
and better capacity utilization.
Net other expense for the second quarter was $2,169,000 compared to $2,980,000
in the 2001 quarter and the reduction was due primarily to lower interest
expense. Interest expense was lower due to reduced interest rates and lower debt
balances during the quarter.
Earnings before income taxes and minority interests for the second quarter of
2002 totaled $16,627,000, compared to $14,075,000 in the comparable quarter last
year. The provision for
Page 14 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
income taxes in 2002 was $6,017,000 compared to $5,129,000 in 2001. The
effective rate was 36.2% in the 2002 quarter and 36.4% in 2001. The Company
expects the overall effective tax rate for fiscal 2002 will be approximately
36.2%.
Net earnings in the second quarter of the current year were $10,607,000, or
$0.42 per share on a diluted basis. Net earnings in the second quarter of 2001
were $8,936,000, or $0.36 per share on a diluted basis. Net earnings and diluted
earnings per share were decreased by approximately $441,000 or $0.02 per diluted
share in 2001 related to the amortization of goodwill and indefinite-lived
intangibles that are no longer subject to such amortization. Diluted average
shares outstanding were 25,310,296 at the end of the second quarter of 2002, an
increase of 1.3% from the average of 24,973,755 for the 2001 quarter.
SIX MONTHS OF 2002 COMPARED TO SIX MONTHS OF 2001.
Net sales increased to $334,772,000 in 2002 from $315,702,000 in the 2001
six-month period primarily due to TFS. The 2002 six-month period included
approximately $32,000,000 from TFS and the 2001 period included a $7,000,000
contract cancellation payment received in the 2001 first quarter. Excluding the
sales added from TFS in 2002 and the contract cancellation payment received in
the 2001 period, sales in the 2002 period were approximately 2% lower than in
2001.
The Engine/Mobile Filtration segment reported a 0.4% decrease in sales for the
2002 six-month period compared to 2001. This sales decrease resulted from lower
product demand due to the U.S. economic slowdown and lower freight and railcar
mileage.
Sales increased 14.1% to $180,327,000 for the Industrial/Environmental
Filtration segment in 2002 from the 2001 six-month period. This sales increase
was primarily due to $32,000,000 added from TFS that offset a 6% reduction in
sales for the segment. This reduction was primarily due to reduced customer
demand, particularly for air quality equipment and filtration systems.
The Packaging segment reported sales of $31,846,000 compared to $34,484,000 in
2001. The 2001 six-month period included a nonrecurring $7,000,000 customer
contract cancellation payment. Excluding this payment, the segment's sales
increased 16% primarily due to new metal lithography business related to new
equipment installed in early 2001 and additional sales of plastic closures and
containers.
The Company's operating profit for the six-month period totaled $33,202,000
compared to $34,739,000 in 2001. The 2001 period included profit of $4,489,000
resulting from the $7,000,000 nonrecurring contract cancellation payment less
related expenses and an impairment loss of $2,422,000 for equipment previously
used exclusively for the terminated contract with the Packaging customer. The
2001 period also included approximately $1,324,000 of amortization expense for
goodwill and intangibles that was not recorded in 2002 due to the adoption of
SFAS 142. Excluding the impact from the reduced amortization expense and the
operating profit from the cancellation payment, 2002 operating profit increased
approximately 5% compared to 2001. This increase resulted from profit related to
TFS and productivity improvement programs that offset the impact from reduced
filtration sales levels and significant increases in pension costs and insurance
expenses. Selling and administrative expenses increased in 2002 primarily due to
TFS and the 2001 period included amortization expense of $1,324,000 for goodwill
and intangibles that was not recorded in the 2002 period. Excluding the impact
of these two changes, selling and administrative expenses in the 2002 period
were level with the 2001 period.
Page 15 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
The Engine/Mobile Filtration segment recorded an operating profit increase of
2.5% for the six-month period on a slight sales decrease. This increase reflects
the impact of reduced amortization expense of $223,000 due to the adoption of
SFAS 142 and ongoing discretionary cost reductions and productivity improvements
in 2002 that offset reduced profit from lower sales levels and higher insurance
and pension costs. The segment's operating margin increased to 19.9% from 19.4%
in 2001.
The Industrial/Environmental Filtration segment recorded operating profit of
$7,202,000 for the six-month period of 2002, an increase of 23.6% from 2001.
This increase includes approximately $1,300,000 from TFS and $1,101,000 from
reduced amortization expense due to the adoption of SFAS 142. These increases
offset reduced profit resulting from a 6% reduction in sales, excluding TFS, for
the segment and increased pension and insurance costs.
The Packaging segment's operating profit decreased to $1,573,000 for the
six-month 2002 period from $5,081,000 recorded in 2001. This decrease was
primarily due to the profit resulting from the first quarter 2001 contract
termination payment. Excluding the operating profit of $4,489,000 related to
that payment, the segment's profit increased $981,000, or 166%. This increase
was due primarily to higher sales levels and better capacity utilization as a
result of higher customer demand for metal and plastic packaging products in the
2002 six-month period.
Net other expense for the six-month 2002 period of $4,045,000 was lower than the
2001 amount of $5,319,000 due primarily to lower interest expense as a result of
lower debt balances and reduced interest rates during the 2002 period.
Earnings before income taxes and minority interests for the 2002 six-month
period totaled $29,157,000, compared to $29,420,000 in the comparable period
last year. The provision for income taxes was 36.1% in the 2002 period and 36.3%
in 2001.
Net earnings in the 2002 six-month period were $18,605,000, or $0.74 per share
on a diluted basis. Net earnings in the comparable 2001 period were $18,740,000,
or $0.76 per share on a diluted basis. Net earnings and diluted earnings per
share were increased by approximately $2,851,000 or $0.12 per diluted share in
2001 due to the contract cancellation payment by the Packaging segment customer.
Additionally, net earnings and diluted earnings per share were decreased by
approximately $851,000 or $0.04 per diluted share in 2001 related to the
amortization of goodwill and indefinite-lived intangibles that are no longer
subject to such amortization. Diluted average shares outstanding were 25,142,081
at the end of the six-month 2002 period, an increase of 1.4% from the average of
24,787,903 for the 2001 period.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities increased to $40,736,000 in the 2002
six-month period compared to $18,305,000 in 2001. This increase is primarily
related to increased earnings and working capital management in the 2002
six-month period compared to 2001. Cash flows from investing activities in the
2002 six-month period included $3,694,000 received from the sellers of TFS in
accordance with terms of the purchase agreement. In the 2002 period, $6,078,000
was used for additions to plant assets. In the 2001 six-month period, cash flows
for investing activities totaled $10,155,000 and included $10,220,000 used for
additions to plant assets. Cash flows used in financing activities of
$34,370,000 in 2002 included net repayments on a line of credit of $30,000,000
and dividend payments of $5,937,000. Cash flows provided by financing activities
Page 16 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
were $1,641,000 in 2001 and included net repayments on a line of credit of
$2,000,000, $8,000,000 received from the issuance of industrial revenue bonds
and dividend payments of $5,728,000.
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. During the six-month
period of 2002, a net repayment of $30,000,000 was made on the outstanding
balance on a multicurrency revolving credit facility. At the end of the second
quarter of 2002, the outstanding balance on the credit facility was $77,000,000.
Investments in working capital are expected to increase in the second half of
fiscal 2002; however, the Company expects to continue to use additional free
cash flow in fiscal 2002 to further reduce outstanding borrowings. In addition,
subsequent to the end of the 2002 second quarter, approximately $6,500,000 of
cash was used for the acquisition of Locker Filtration Limited. Principal
payments on other long-term debt will total approximately $5,600,000 in fiscal
2002. No payments are required in fiscal 2002 on the multicurrency revolving
credit facility and the Company is in compliance with covenants related to the
facility. At the end of the second quarter of 2002, $96,826,000 remained
available to the Company for future borrowings under the multicurrency
agreement. Capital expenditures in fiscal year 2002 are expected to be
approximately $21,000,000 compared to a total of $18,204,000 in 2001. The 2002
expenditures will be used primarily for normal facility improvements,
productivity improvements and to support tooling for new products. The Company's
off-balance sheet arrangements relate to various operating leases as discussed
in Note I in the Notes to the Consolidated Financial Statements included in the
Company's Annual Report and Form 10-K for the year ended November 30, 2001 (the
"Annual Report"). Commitments as of the beginning of fiscal 2002 for
noncancelable leases totaled approximately $7,300,000 for 2002.
While customer demand for the Company's products will affect operating cash
flow, the Company is not aware of any known trends, demands or reasonably likely
events that would materially affect cash flow from operations in the future. It
is likely that business acquisitions or dispositions could be made in the future
that may affect operating cash flows and may require changes in the Company's
debt and capitalization.
The Company's financial position at the end of the second quarter reflects
increased cash flow from operations and significant reductions in long-term debt
since the beginning of the 2002 fiscal year. Cash and short-term investments
totaled $11,424,000 at the end of the quarter, an increase from $7,418,000 at
year-end 2001. Subsequent to the end of the 2002 second quarter, approximately
$6,500,000 of cash was used for the acquisition of Locker Filtration Limited.
From year-end 2001 to the end of the second quarter 2002, accounts receivable
increased by $1,018,000 and inventories increased by $616,000. The current ratio
at the end of the second quarter was 2.4 compared to 2.6 at the end of fiscal
2001. During the first six months of 2002, $30,000,000 was repaid on a revolving
credit agreement that reduced long-term debt to $104,971,000 from $135,203,000
at year-end 2001. The ratio of long-term debt to total capitalization was 26.5%
at the end of the 2002 second quarter compared to the year-end 2001 level of
33.0%. At the end of the second quarter 2002, CLARCOR had 24,880,994 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
Page 17 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
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. The Company entered into an interest rate agreement in
2000, which expires in September 2002, that is being accounted for as a
derivative financial instrument under SFAS 133 and is discussed in Note 4 to the
consolidated condensed financial statements. The Company has no other interest
rate or foreign currency derivative agreements. Market risks are also discussed
in the Annual Report in the Financial Review on page 10.
Critical Accounting Policies
The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Company's Annual Report in the
Notes to the Consolidated Financial Statements on pages 16-24 and in the Notes
to the consolidated condensed financial statements included herein. These
policies have been consistently applied in all material respects and address
such matters as revenue recognition, depreciation methods, inventory valuation,
asset impairment recognition, business combination accounting and pension and
postretirement benefits. At the beginning of fiscal year 2002 as described in
Note 2 to the consolidated condensed financial statements, the Company adopted
SFAS 142 that changed the Company's accounting policy related to goodwill and
intangible assets. Goodwill and indefinite-lived intangible assets are no longer
amortized but are subject to periodic impairment assessment. The transitional
impairment testing for such assets was completed during the first quarter of
2002 and at December 1, 2001, the transition date, there was no impairment to
such assets. While the estimates and judgments associated with the application
of these policies may be affected by different assumptions or conditions, the
Company believes the estimates and judgments associated with the reported
amounts are appropriate in the circumstances.
Recent Accounting Pronouncements
The Financial Accounting Standards Board recently issued SFAS No. 143,
"Accounting for Asset Retirement Obligations" and SFAS No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets". These standards will be
effective for the Company beginning in fiscal 2003 and the Company has not yet
evaluated the impact of these standards on its financial statements.
Outlook
The Company remains optimistic regarding CLARCOR's future. The impact of the
Total Filtration Program is expected to become more evident as it is introduced
to additional current and new customers. It may take two to three years to fully
implement the Program for a very large customer, particularly when there may be
as many as 200 customer facilities to convert to the Program. As more customers
are added and an increasing number of facilities are converted, the profit
momentum is expected to grow as sales increase. As reported earlier by the
Company, two new Total Filtration contracts were signed with large manufacturing
companies, each of which are expected to add at least $4,000,000 in annual sales
when fully implemented over the next few years. The acquisition of TFS in 2001
was made to facilitate the growth of the Total Filtration Program by combining
TFS' experience in total filtration supply and management for the automotive
industry with CLARCOR's filter manufacturing and financial resources. The
Company plans to expand TFS' capabilities significantly in 2002 with investments
in its distribution and technology infrastructure. This is expected to
accelerate the growth in sales of the Total Filtration Program, though any
improvement to margins is not expected until fiscal 2003.
Page 18 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
In addition to participating in the Total Filtration Program, each of the
Company's filtration businesses has its own growth plans. However, a continued
slowdown or an improvement in the U.S. and world economy will impact the
Company's growth for the remainder of 2002. The Company believes that sales
levels overall will remain good during the remainder of the year for
Engine/Mobile Filtration products as new sales and marketing initiatives begun
late in 2001 take hold; however, sales of filters used for railroad locomotives
are expected to be lower as a result of continued reduced railcar mileage.
Though the Industrial/Environmental Filtration segment experienced good demand
for air filters especially late in the second quarter of 2002, the economic
slowdown has particularly affected sales of filters and equipment, such as dust
collectors and electrostatic filtration equipment, sold primarily into the
capital goods markets. The Company anticipates that customer demand will be
reasonable to good for filters for industrial manufacturing processes for the
remainder of 2002 and sales are expected to remain slow and below last year for
equipment sold into the capital goods markets. However, due to new productivity
improvement programs begun earlier this year and others expected later this
year, and due to significantly improved operations at several newer facilities,
this segment's operating profit and margins are expected to exceed last year's
results. The Packaging segment will continue with its transition to a business
model focused on growth in its core strength of flat sheet metal lithography and
will also continue to develop new plastic closure and container business. This
repositioning is resulting in sales and operating profit improvements which are
expected to continue. In addition, the efficiency of new lithography equipment
that was installed in early 2001 continues to increase. Combined with growing
sales to leverage this investment in equipment and further cost reduction
efforts, the Company expects additional margin improvement for the Packaging
segment in 2002.
Continued emphasis on cost reductions within each business unit is expected to
offset cost increases for health care, insurance and pensions. Due to
significantly reduced pension asset valuations and lower discount rates, pension
expense is expected to increase by approximately $3,000,000 in fiscal 2002 from
2001. Costs for property and liability insurance and pensions are particularly
impacted by economic conditions and by decreasing interest rates, lower stock
market valuations and reinsurance availability. These costs for the Company may
change significantly based on future changes in the U.S. and world economies.
Capital investments will continue to be made in each segment's facilities to
improve productivity and to support the Total Filtration Program and new
products. The Company is also planning additional expansion of manufacturing
operations in Asia for the production of Engine/Mobile filters. While the
Company fully anticipates that sales and profits will improve as a result of
sales initiatives and cost reductions, the Company has developed contingency
plans to reduce discretionary spending if recessionary economic conditions
persist. Due to the adoption of SFAS 142, amortization of goodwill and
indefinite-lived intangible assets will be reduced on an annual basis by
approximately $2,900,000, or $0.07 per diluted share.
CLARCOR 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 success of the Company's Total
Filtration Program; the timing
Page 19 of 22
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
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, insurance, pension, 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.
Page 20 of 22
Part II - Other Information
Item 6a - Exhibits Filed as Part of this Report
(12.1) Statement re calculation of certain ratios
Item 6b - The Company did not file a Form 8-K during the second quarter ended
June 1, 2002.
Page 21 of 22
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 24, 2002 By /s/ Bruce A. Klein
- ----------------------- ----------------------------------------
(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
Page 22 of 22