SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 25, 1994
CLARK EQUIPMENT COMPANY
(Exact name of registrant as specified in its charter)
Delaware 1-5646 38-0425350
(State or other juris- (Commission (IRS Employer
diction of incorporation) File Number) Identification Number)
100 North Michigan Street
P. O. Box 7008
South Bend, Indiana
(Address of principal 46634
executive offices) (Zip Code)
Registrant's telephone number (219) 239-0100
including area code
Total Number of Pages: 9
Exhibit Index at Page: 3
-1-
<PAGE>
<PAGE>
ITEM 5. OTHER EVENTS
On October 25, 1994, Registrant issued a press release regarding its
results for the third quarter of 1994. A copy of this press release is
attached as Exhibit (99) and incorporated in this Item by reference. The
press release contains certain forward-looking statements about Registrant
as defined in paragraph (c) of Rule 3B-6, "Liability for Certain
Statements by Issuers" issued pursuant to the Securities Exchange Act of
1934. The forward-looking statements of Registrant published in the press
release are reaffirmed hereby.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit (99) - Registrant's press release regarding its results for the
third quarter of 1994 issued October 25, 1994.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CLARK EQUIPMENT COMPANY
/s/ John J. Moran, Jr.
John J. Moran, Jr.
Assistant Secretary
Date: October 26, 1994
-2-
<PAGE>
<PAGE>
EXHIBIT LIST AND INDEX
Filed Herewith Unless
Exhibit Description Otherwise Indicated
(27) Financial Data Schedules Page 4
(99) Registrant's Press Release Page 5
dated October 25, 1994
-3-
<PAGE>
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
financial statements of Clark Equipment Company for the period ending September
30, 1994 and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 43,845
<SECURITIES> 188,200
<RECEIVABLES> 113,452
<ALLOWANCES> 5,655
<INVENTORY> 125,111
<CURRENT-ASSETS> 498,267
<PP&E> 405,831
<DEPRECIATION> 218,430
<TOTAL-ASSETS> 1,185,019
<CURRENT-LIABILITIES> 221,968
<BONDS> 194,266
<COMMON> 323,987
0
0
<OTHER-SE> 86,560
<TOTAL-LIABILITY-AND-EQUITY> 1,185,019
<SALES> 696,587
<TOTAL-REVENUES> 696,898
<CGS> 548,066
<TOTAL-COSTS> 548,066
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 15,157
<INCOME-PRETAX> 64,517
<INCOME-TAX> 21,421
<INCOME-CONTINUING> 87,555
<DISCONTINUED> 34,159
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 121,714
<EPS-PRIMARY> 6.99
<EPS-DILUTED> 6.99
4
<PAGE>
</TABLE>
EXHIBIT (99)
Clark Equipment Company
100 North Michigan St.
P.O. Box 7008
South Bend, Indiana 46634
NEWS RELEASE
Contact: Joe Fimbianti Release Date: Immediate
219-239-0176
CLARK REPORTS $1.86 EPS FOR THIRD QUARTER
SOUTH BEND, INDIANA, October 25, 1994 -- Clark Equipment Company (NYSE:
CKL) today announced net income for the three months ended September 30,
1994, of $32.3 million, or $1.86 per share, compared to net income of $3.2
million, or $0.18 per share, in the prior year period. Sales for third
quarter 1994 were $249.2 million compared to $167.1 million in third
quarter 1993. The announcement was made by Leo J. McKernan, Clark
chairman, president and chief executive officer.
"Continued gains by Clark Equipment Company's core businesses and a marked
improvement in its construction machinery joint venture significantly
increased sales and earnings during the third quarter," said Mr. McKernan.
For the first nine months of 1994, Clark reported net income of $121.7
million, or $6.99 per share, compared to net income of $29.6 million, or
$1.70 per share, in 1993. Net income from continuing operations was $87.6
million, or $5.03 per share, compared to $14.2 million, or $0.82 per
share, for the first nine months of 1993. Clark consolidated revenues for
the nine-month period of 1994 were $696.9 million compared to $517.5
million for the prior year period.
Earnings from Clark consolidated operations, which include Melroe Company,
Clark-Hurth Components, and Blaw-Knox Construction Equipment Corporation,
continued their upward trend in the third quarter, rising to $16.5
million, or $0.95 per share, on sales of $249.2 million. This result
compares to Clark consolidated net income of $1.4 million, or $0.08 per
share, on sales of $167.1 million in third quarter 1993. Blaw-Knox
results are not included in 1993. Clark's share of earnings from its
construction machinery joint venture, VME, rose in third quarter 1994 to
$16.0 million, or $0.92 per share, a sharp improvement over net income of
$1.8 million, or $0.10 per share, a year earlier.
Outlining the factors that contributed to Clark's third quarter increases,
Mr. McKernan said, "Gross margins and operating margins increased compared
to third quarter 1993. Melroe sales and operating income overcame the
third quarter traditional seasonal downturn. Clark-Hurth Components
continued its three-quarter upward profit trend. Blaw-Knox, Clark's
asphalt paving business acquired earlier this year, contributed its first
full quarter of results to corporate sales and earnings. Renewed strength
in VME markets and its leaner cost structure combined to deliver strong
third quarter earnings from operations."
- 5 -
<PAGE>
<PAGE>
New orders during the quarter rose to $260.4 million, an increase of
approximately 55 percent, compared to $168.2 million for the same period
in 1993 and up seven percent from second quarter 1994. At September 30,
1994, the order backlog was $202.4 million compared to $122.1 million in
third quarter 1993 and $191.2 million in second quarter 1994. Order rates
increased at all Clark businesses compared to a year earlier. Order and
backlog data for the second and third quarters of 1994 include Blaw-Knox.
Discussing Clark's Melroe operations, Mr. McKernan said, "Melroe's North
American operations resisted its normal seasonal downturn in the third
quarter, producing sales and earnings close to its record second quarter
results. Momentum in the North American business continued to be strong,
with the skid-steer loader industry recording a 20 percent increase in
retail activity compared to 1993." He added that Melroe shipments were up
more than 30 percent compared to third quarter 1993.
"European sales of Bobcat skid-steer loaders increased somewhat from
depressed 1993 levels, although demand remained sluggish," said Mr.
McKernan. He went on to say that European mini-excavator sales continued
to expand and are running more than 10 percent ahead of 1993 third quarter
sales. In July, Melroe announced a $15.0 million expansion of its
Gwinner, North Dakota, plant. The additional 160,000 square feet will
assure adequate manufacturing capacity to meet projected growth in demand
for Bobcat products worldwide.
"Improving construction machinery markets in North America and Europe
helped to increase earnings at Clark-Hurth during the third quarter," said
Mr. McKernan, noting that order rates remained at high levels, with orders
at the end of nine months more than 60 percent ahead of the prior year.
He added, "For the third consecutive quarter, Clark-Hurth profitability
increased. Factors contributing to Clark-Hurth gains included improved
economic conditions, share gains in major markets and continuing cost
controls."
Discussing Clark's asphalt paving equipment business, Mr. McKernan said,
"Performance at Blaw-Knox has exceeded our expectations. Increases in
domestic road-paving activity and expanded exports drove sales and
earnings above 1993 levels. Order rates for the third quarter were 15
percent ahead of the same period in 1993. Improved earnings resulted from
increased unit sales, a better product mix and increasing parts sales."
European markets remained stagnant with no clear signs of improvement.
However, cost reductions in the United Kingdom helped improve margins,
despite flat production.
Clark's share of VME net income in third quarter 1994 was $16.0 million,
or $0.92 per share, up significantly from net income of $1.8 million, or
$0.10 per share, in the prior year period. Sales were $357.9 million, up
26 percent from $283.1 million in third quarter 1993. Discussing VME's
performance, Mr. McKernan said, "The market demand for construction
equipment remained strong in North America and is showing some improvement
in most European markets. Increased sales volumes, improved price
realization and higher capacity utilization drove the earnings
improvement."
- 6 -
<PAGE>
<PAGE>
Looking ahead at the remainder of 1994, Mr. McKernan said, "We expect
sales and earnings in fourth quarter 1994 to show continued strength
compared to the prior year, with production and shipping rates similar to
the third quarter. All indications are that Clark's strong operating
performance will continue into the foreseeable future."
Clark Equipment Company designs, manufactures and markets skid-steer
loaders, construction machinery, asphalt paving equipment, and axles and
transmissions for off-highway equipment.
- 7 -
<PAGE>
<PAGE>
<TABLE>
CLARK EQUIPMENT COMPANY AND CONSOLIDATED SUBSIDIARIES
STATEMENT OF INCOME AND RETAINED EARNINGS (UNAUDITED)
<CAPTION>
For the Period Ended September 30,
(Amounts in Thousands, except per share data) Third Quarter Nine Months
1994 1993* 1994 1993*
<S> <C> <C> <C> <C>
Net sales............................................$ 249,210 $ 167,126 $ 696,898 $ 517,486
Operating costs and expenses:
Cost of goods sold................................. 195,944 136,390 548,066 412,651
Selling, general and
administrative expenses......................... 28,683 29,962 83,223 77,283
224,627 166,352 631,289 489,934
Operating income...................................... 24,583 774 65,609 27,552
Other income, net..................................... 4,204 4,959 14,065 10,128
Interest expense...................................... (4,926) (5,388) (15,157) (15,980)
Pre-tax income from consolidated operations........... 23,861 345 64,517 21,700
Provision (credit) for income taxes................... 7,345 (1,054) 21,421 4,939
Income from consolidated operations................... 16,516 1,399 43,096 16,761
Equity in net income (loss)
of associated companies............................ 15,822 1,787 44,459 (2,547)
Income from continuing operations..................... 32,338 3,186 87,555 14,214
Discontinued operations:
Income from operations............................. 0 6,886 1,275 9,261
Gain on sale....................................... 0 0 32,884 0
Income from discontinued operations................... 0 6,886 34,159 9,261
Income before effect of
change in accounting principle..................... 32,338 10,072 121,714 23,475
Effect of accounting change--income taxes............. - - - 6,150
Net income............................................ 32,338 10,072 121,714 29,625
Add: Income retained
at beginning of period............................. 182,084 64,346 92,708 44,869
Deduct: Excess cost of treasury shares issued over
the cost of certain employee benefits.............. 0 (53) 0 23
Income retained at end of period.....................$ 214,422 $ 74,471 $ 214,422 $ 74,471
Income per share:
From continuing operations........................$ 1.86 $ .18 $ 5.03 $ .82
From discontinued operations....................... - .40 1.96 .53
From effect of accounting change................... - - - .35
Net income........................................$ 1.86 $ .58 $ 6.99 $ 1.70
Average number of shares.............................. 17,399 17,419 17,416 17,418
Number of shares outstanding
at end of period................................... 17,398 17,374 17,398 17,374
<FN>
* Restated to reflect the deconsolidation of the automotive business.
</TABLE>
- 8 -
<PAGE>
<PAGE>
<TABLE>
CLARK EQUIPMENT COMPANY AND CONSOLIDATED SUBSIDIARIES
CONDENSED BALANCE SHEET
(Amounts in Thousands)
<CAPTION>
Sept.30 Dec.31
1994 1993
ASSETS Unaudited Audited
<S> <C> <C>
Current Assets:
Cash, equivalents, and short-term investments...........$ 232,045 $ 235,828
Accounts and notes receivable............................ 106,426 77,103
Accounts receivable from associated companies............ 1,371 2,041
Refundable income taxes.................................. 0 3,543
Inventories.............................................. 125,111 108,620
Deferred tax assets--net................................. 28,364 29,202
Other current assets..................................... 4,950 5,434
Total current assets.................................. 498,267 461,771
Investments and advances--associated companies ............. 189,230 122,106
Deferred tax assets--net ................................... 105,718 101,018
Property, plant and equipment--net.......................... 178,782 201,924
Assets held for sale........................................ 8,619 6,765
Goodwill.................................................... 169,658 67,461
Other assets................................................ 34,745 40,890
Total assets.........................................$ 1,185,019 $ 1,001,935
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Notes payable...........................................$ 16,160 $ 22,512
Accounts payable and accrued liabilities................. 160,128 150,142
Income taxes payable..................................... 7,250 4,139
Accrued postretirement benefits.......................... 20,643 19,560
Deferred income taxes.................................... 4,353 800
Current installments on long-term debt................... 13,434 9,612
Total current liabilities............................. 221,968 206,765
Long-term borrowings........................................ 194,266 204,770
Other non-current liabilities............................... 101,800 74,686
Accrued postretirement benefits............................. 240,398 233,239
Deferred income taxes....................................... 16,040 14,322
Total liabilities..................................... 774,472 733,782
Stockholders' Equity:
Capital stock............................................ 323,987 323,540
Retained earnings........................................ 214,422 92,708
Cumulative translation and other adjustments............. (43,007) (67,083)
Common stock held in treasury at cost.................... (53,571) (49,728)
Leveraged Employee Stock Ownership
Plan shares........................................... (31,284) (31,284)
Total stockholders' equity............................ 410,547 268,153
Total liabilities and stockholders' equity...........$ 1,185,019 $ 1,001,935
Debt/Capitalization Ratio................................... 35.3% 46.9%
Year-to-date capital expenditures..........................$ 26,575 $ 29,877
Year-to-date depreciation charges..........................$ 25,863 $ 36,379
- 9 -
<PAGE>
</TABLE>
