<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
QUARTERLY REPORT
-------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
-------
For the quarter ended May 29, 1999
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REGISTRANT: CLARCOR Inc. (Delaware)
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<PAGE> 2
FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Quarter Ended May 29, 1999 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.
23,938,888 common shares outstanding
------------------------------------
Page 1 of 14
<PAGE> 3
Part I - Item 1
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
________
<TABLE>
<CAPTION>
May 29, November 30,
ASSETS 1999 1998
----------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and short-term cash investments $ 29,704 $ 33,321
Accounts receivable, less allowance for losses
of $2,755 for 1999 and $2,711 for 1998 65,973 67,557
Inventories:
Raw materials 20,787 19,827
Work in process 9,380 8,628
Finished products 32,451 30,159
---------- ----------
Total inventories 62,618 58,614
---------- ----------
Prepaid expenses 2,261 2,444
Other current assets 6,243 6,237
---------- ----------
Total current assets 166,799 168,173
---------- ----------
Plant assets, at cost 204,349 193,672
less accumulated depreciation (113,487) (107,283)
---------- ----------
90,862 86,389
---------- ----------
Excess of cost over fair value of assets acquired,
less accumulated amortization 21,233 21,665
Pension assets 17,325 15,907
Other noncurrent assets 13,811 13,632
---------- ----------
$ 310,030 $ 305,766
========== ==========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 430 $ 470
Accounts payable 25,422 26,528
Income taxes 3,415 6,188
Accrued and other liabilities 26,334 27,997
---------- ----------
Total current liabilities 55,601 61,183
---------- ----------
Long-term debt, less current portion 36,582 36,419
Long-term pension liabilities 10,075 8,896
Other long-term liabilities 12,229 12,172
Minority interests 347 289
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 23,939 23,949
Capital in excess of par value 145 156
Accumulated other comprehensive earnings (3,675) (2,993)
Retained earnings 174,787 165,695
---------- ----------
195,196 186,807
---------- ----------
$ 310,030 $ 305,766
========== ==========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 2 of 14
<PAGE> 4
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
_________
<TABLE>
<CAPTION>
Second Quarter Ended Six Months Ended
----------------------------- -----------------------------
May 29, May 30, May 29, May 30,
1999 1998 1999 1998
------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 110,483 $ 107,266 $ 209,649 $ 205,052
Cost of sales 75,500 72,417 143,287 141,428
------------- ------------- ------------- -------------
Gross profit 34,983 34,849 66,362 63,624
Selling and administrative expenses 21,117 21,434 42,458 41,319
------------- ------------- ------------- -------------
Operating profit 13,866 13,415 23,904 22,305
------------- ------------- ------------- -------------
Other income (expense):
Interest expense (545) (614) (1,071) (1,178)
Interest income 326 295 686 633
Other, net 17 (283) (52) (414)
------------- ------------- ------------- -------------
(202) (602) (437) (959)
------------- ------------- ------------- -------------
Earnings before income taxes and
minority interests 13,664 12,813 23,467 21,346
Provision for income taxes 4,987 4,753 8,589 7,958
------------- ------------- ------------- -------------
Earnings before minority interests 8,677 8,060 14,878 13,388
Minority interests in loss of subsidiaries (27) (30) (18) (21)
------------- ------------- ------------- -------------
Net earnings $ 8,650 $ 8,030 $ 14,860 $ 13,367
============= ============= ============= =============
Net earnings per common share:
Basic $ 0.36 $ 0.33 $ 0.62 $ 0.55
============= ============= ============= =============
Diluted $ 0.36 $ 0.32 $ 0.61 $ 0.54
============= ============= ============= =============
Average number of common shares outstanding:
Basic 23,936,137 24,396,524 23,950,007 24,336,846
============= ============= ============= =============
Diluted 24,264,276 24,784,824 24,319,667 24,642,138
============= ============= ============= =============
Dividends paid per share $ 0.1125 $ 0.1100 $ 0.2250 $ 0.2200
============= ============= ============= =============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 3 of 14
<PAGE> 5
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
________
Six Months Ended
---------------------
May 29, May 30,
1999 1998
--------- ---------
Cash flows from operating activities:
Net earnings $ 14,860 13,367
Depreciation and amortization 6,960 6,220
Changes in assets and liabilities (7,512) (8,476)
Other, net 70 92
--------- ---------
Net cash provided by operating activities 14,378 11,203
--------- ---------
Cash flows from investing activities:
Additions to plant assets (11,131) (6,948)
Business acquisitions, net of cash acquired (375) (4,800)
Investment in affiliate - (260)
Proceeds from note receivable - 2,500
Dispositions of plant assets 25 510
--------- ---------
Net cash used in investing activities (11,481) (8,998)
--------- ---------
Cash flows from financing activities:
Reduction of long-term debt (227) (1,127)
Purchases of treasury stock (897) -
Cash dividends paid (5,376) (5,342)
Other, net 45 1,556
--------- ---------
Net cash used in financing activities (6,455) (4,913)
--------- ---------
Net effect of exchange rate changes on cash (59) (47)
--------- ---------
Net change in cash and short-term cash investments (3,617) (2,755)
Cash and short-term cash investments,
beginning of period 33,321 30,324
--------- ---------
Cash and short-term cash investments,
end of period $ 29,704 $ 27,569
========= =========
Cash paid during the period for:
Interest $ 1,060 1,231
========= =========
Income taxes $ 10,647 8,958
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 4 of 14
<PAGE> 6
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited)
- --------------------------------------------------------------------------------
1. CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
The November 30, 1998 consolidated balance sheet data was derived from
CLARCOR's year-end audited financial statements, but does not include all
disclosures required by generally accepted accounting principles. Certain
information and footnote disclosures normally included in financial
statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted.
The consolidated condensed balance sheet as of May 29, 1999, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended May 29, 1999, and
May 30, 1998, 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, 1998 annual report to shareholders. In the opinion
of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows have been made. The results of operations for
the period ended May 29, 1999 are not necessarily indicative of the
operating results for the full year.
2. TREASURY STOCK TRANSACTIONS, STOCK SPLIT AND EARNINGS PER SHARE
---------------------------------------------------------------
During the six months ended May 29, 1999, the Company purchased and retired
50,000 shares of common stock held in treasury. All such shares resumed the
status of authorized and unissued shares of common stock of the Company.
On March 24, 1998, the Company declared a three-for-two stock split in the
form of a 50% stock dividend distributable April 24, 1998 to shareholders
of record April 10, 1998. In connection therewith, the Company transferred
$8,145 from retained earnings to common stock, representing the par value
of additional shares issued. All share and per share amounts for all
periods presented have been adjusted to reflect the stock split.
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 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.
Page 5 of 14
<PAGE> 7
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
2. TREASURY STOCK TRANSACTIONS, STOCK SPLIT AND EARNINGS PER SHARE (Continued)
---------------------------------------------------------------------------
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-------------------------------- --------------------------------
May 29, May 30, May 29, May 30,
1999 1998 1999 1998
-------------------------------- --------------------------------
<S> <C> <C> <C> <C>
Net Earnings (numerator) $8,650 $8,030 $14,860 $13,367
Basic EPS:
Weighted average number of common
shares outstanding (denominator) 23,936,137 24,396,524 23,950,007 24,336,846
Basic per share amount $0.36 $0.33 $0.62 $0.55
Diluted EPS:
Weighted average number of common
shares outstanding 23,936,137 24,396,524 23,950,007 24,336,846
Dilutive effect of stock options 328,139 388,300 369,660 305,292
--------------- --------------- --------------- ---------------
Diluted weighted average number
of common shares outstanding
(denominator) 24,264,276 24,784,824 24,319,667 24,642,138
Diluted per share amount $0.36 $0.32 $0.61 $0.54
</TABLE>
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:
<TABLE>
<CAPTION>
Weighted
Average
Exercise
Options Price
------------ ----------------
<S> <C> <C>
Second quarter ended May 29, 1999 771,789 $19.40
Six months ended May 29, 1999 745,539 $19.42
</TABLE>
3. COMPREHENSIVE EARNINGS
----------------------
Effective December 1, 1998, the Company adopted Statement of Financial
Accounting Standards No. 130 (SFAS 130) "Reporting Comprehensive Income,"
which establishes standards for reporting and displaying comprehensive
income and its components. Foreign currency translation adjustments, which
the Company previously reported separately in shareholders' equity, are now
included in other comprehensive earnings. The adoption of this Statement
has no impact on the Company's net earnings or shareholders' equity. Prior
year financial statements have been reclassified to conform to the
requirements of SFAS 130.
Page 6 of 14
<PAGE> 8
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in Thousands, Except Per Share Data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
3. COMPREHENSIVE EARNINGS (Continued)
----------------------------------
The Company's total comprehensive earnings and its components are as
follows:
<TABLE>
<CAPTION>
Quarter Ended Six Months Ended
-------------------------- ---------------------------
May 29, May 30, May 29, May 30,
1999 1998 1999 1998
-------------------------- ---------------------------
<S> <C> <C> <C> <C>
Net earnings $ 8,650 $ 8,030 $ 14,860 $ 13,367
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments (232) (78) (682) (353)
-------------------------- ---------------------------
Total comprehensive earnings $ 8,418 $ 7,952 $ 14,178 $ 13,014
========================== ===========================
</TABLE>
4. 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 May 29, 1999 and May 30,
1998, 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
-------------------------- ---------------------------
May 29, May 30, May 29, May 30,
1999 1998 1999 1998
-------------------------- ---------------------------
<S> <C> <C> <C> <C>
Net sales by segment:
Engine/Mobile Filtration $ 61,407 $ 57,916 $ 114,983 $ 109,541
Industrial/Environmental Filtration 34,045 32,442 66,743 64,063
Packaging 15,031 16,908 27,923 31,448
-------------------------- ---------------------------
$ 110,483 $ 107,266 $ 209,649 $ 205,052
========================== ===========================
Operating profit by segment:
Engine/Mobile Filtration $ 11,441 $ 10,210 $ 20,295 $ 17,628
Industrial/Environmental Filtration 1,114 1,332 1,740 1,870
Packaging 1,311 1,873 1,869 2,807
-------------------------- ---------------------------
$ 13,866 $ 13,415 $ 23,904 $ 22,305
========================== ===========================
</TABLE>
5. RECLASSIFICATIONS
-----------------
Certain reclassifications have been made to conform prior years' data to
the current presentation. These reclassifications had no effect on reported
earnings.
Page 7 of 14
<PAGE> 9
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
------------------------------------------------
RESULTS OF OPERATIONS: SECOND QUARTER OF 1999 COMPARED WITH SECOND QUARTER OF
1998.
The second quarter of 1999 resulted in record sales and net earnings primarily
as a result of strong performance by the Company's Engine/Mobile Filtration
segment.
Net sales of $110,483,000 increased 3.0% from $107,266,000 reported for the
second quarter of 1998. Increased sales from the Company's two filtration
segments were partially offset by lower sales from the Packaging segment. The
Engine/Mobile Filtration segment reported increased sales of 6.0% to $61,407,000
from $57,916,000 recorded in 1998. The 1999 quarter reflects a significant
increase in sales for the segment's light-duty filter brand and railroad
filters. In addition, sales of heavy-duty filters increased particularly near
the end of the quarter. The Company's Industrial/Environmental Filtration
segment recorded sales of $34,045,000, a 4.9% increase compared to the 1998
quarter primarily as a result of increased demand for Airguard filters offset
partially by a reduction in sales of UAS dust collection and electrostatic
spraying equipment. The Packaging segment reported an 11.1% decrease in sales
for the 1999 quarter primarily as a result of lower sales of promotional
packaging and plastic closures. The lower promotional sales were partially due
to the bankruptcy of a major customer in August of 1998.
Operating profit for second quarter 1999 was $13,866,000 which compares to
$13,415,000 in 1998, a 3.4% increase. Second quarter 1999 operating profit was
12.6% of net sales compared to 12.5% in 1998. Cost reduction initiatives
throughout the Company positively impacted the operating margin in 1999 and more
than offset continued competitive product pricing pressures.
The Engine/Mobile Filtration segment recorded an operating profit increase in
1999 that resulted in an operating margin of 18.6% compared to 17.6% in 1998.
The increased profit for the second quarter of 1999 resulted primarily from
higher sales volumes and profit for the light-duty filter brand, continued
productivity improvements, and lower material costs. The improvement in
operating profit from cost reductions was partially offset by continued
competitive pricing discounts. The Industrial/Environmental Filtration segment
reported operating profit of $1,114,000 in 1999, a reduction from $1,332,000 in
1998, primarily due to competitive pricing discounts and lower sales volume that
reduced operating leverage and manufacturing productivity. The Packaging
segment's 30.0% decrease in operating profit resulted from significantly lower
promotional packaging sales and lower sales of plastic closures during the 1999
quarter. Productivity improvements and material cost reductions positively
impacted the operating margin for the 1999 quarter.
Net other expense for the quarter of $202,000 included reduced interest expense,
favorable currency adjustments, and increased interest income.
As a result of increased operating profit and reduced other expense, earnings
before income taxes and minority interests for the second quarter of 1999
totaled $13,664,000, up from $12,813,000 in the comparable quarter last year.
Page 8 of 14
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
-----------------------------------------------------------
The provision for income taxes in 1999 was $4,987,000, an effective rate of
36.5% and compares to an effective tax rate of 37.1% of pre-tax earnings in the
1998 quarter. The reduction in the effective rate is principally due to reduced
state income taxes.
Net earnings in the second quarter of the current year were $8,650,000, or $0.36
per share on a diluted basis. The 1998 net earnings for the quarter of
$8,030,000, resulted in diluted earnings per share of $0.32. The increase in
diluted earnings per share of 12.5% resulted principally from the improved
operating profit, reduced net other expense, reduced effective tax rate and
fewer outstanding shares.
Average shares outstanding were 23,936,137 for the 1999 second quarter. Diluted
average shares outstanding were 24,264,276 for the second quarter of 1999 and
24,784,824 for the 1998 quarter. The reduction in shares outstanding was
principally due to the repurchase of CLARCOR common stock.
SIX MONTHS 1999 COMPARED TO SIX MONTHS OF 1998.
Net sales of $209,649,000 for the six-month 1999 period increased 2.2% over the
1998 sales of $205,052,000. The 1999 sales increase resulted from additional
filtration product sales partially offset by reduced sales of packaging
products. The Engine/Mobile Filtration segment reported a 5.0% increase in sales
for the six-month period due to increased sales of heavy-duty, light-duty and
railroad filtration products. The Industrial/Environmental Filtration segment
increased sales to $66,743,000 for the 1999 period from $64,063,000 in 1998. The
sales increase of 4.2% includes sales from several acquisitions in 1998 offset
somewhat by competitive pricing and reduced equipment sales. The Packaging
segment's sales declined to $27,923,000 compared to $31,448,000 in 1998 as a
result of lower promotional packaging sales and plastic closure sales. The
reduction in promotional packaging sales also reflects the loss of a major
customer due to bankruptcy in August 1998.
Operating profit for the 1999 six-month period was $23,904,000, which compares
to $22,305,000 in 1998. Operating profit was 11.4% of sales in 1999 compared to
10.9% in 1998.
The Engine/Mobile Filtration segment recorded an operating profit increase of
15.1% for the 1999 six-month period as a result of higher sales volumes,
continued productivity improvements, reduced material costs and improved results
for the light-duty product line. The Industrial/Environmental Filtration segment
reported a decrease of 6.9% in operating profit for the six-month 1999 period as
a result of reduced equipment sales, competitive pricing pressure and lower
productivity as a result of reduced sales volume. The Packaging segment recorded
operating profit of $1,869,000 which was 33.4% lower than the 1998 six-month
period due to lower promotional packaging sales and plastic closure sales.
Net other expense of $437,000 for the 1999 six-month period was lower than the
$959,000 recorded in the 1998 period. The reduced expense is due to reduced
interest expense, increased interest income and favorable currency gains.
Earnings before income taxes and minority interests totaled $23,467,000 in the
1999 period compared to $21,346,000 in 1998.
Page 9 of 14
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
-----------------------------------------------------------
The provision for income taxes in 1999 was $8,589,000, an effective rate of
36.6% and compares to an effective rate for the six-month 1998 period of 37.3%.
The reduction in the effective tax rate is due principally to lower state income
taxes.
Net earnings for the 1999 period of $14,860,000 increased 11.2% from the 1998
period. Diluted earnings per share of $0.61 for the 1999 six-month period
compared to $0.54 for the 1998 period, an increase of 13.0%. This increase
reflects the improved operating profit, reduced net other expense, reduced
effective tax rate and lower number of outstanding shares.
Average shares outstanding of 23,950,007 compare to 24,336,846 in 1998. The
reduction in outstanding shares is principally due to the repurchase of CLARCOR
common stock in the first quarter of 1999 and the third and fourth quarters of
1998. Diluted shares outstanding totaled 24,319,667 for the 1999 period and
24,642,138 for the 1998 period.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $14,378,000 and included increased
net earnings, depreciation and amortization and a reduction in investment in
assets, net of liabilities, from the six-month period of 1998. Cash flows used
in investing activities increased in the six-month period of 1999 primarily due
to the cash used for additions to plant assets of $11,131,000 compared to
$6,948,000 in 1998. The 1998 period included the payment for the acquisition of
Air Technologies, Inc. and also included $2,500,000 received as payment on a
note receivable. Cash flows used by financing activities of $6,455,000 in 1999
included payments on long-term debt of $227,000 compared to $1,127,000 in 1998.
During the 1999 six-month period, the Company repurchased 50,000 shares of
CLARCOR common stock for $897,000 and paid dividends of $5,376,000.
Dividend payments during the 1998 period totaled $5,342,000.
CLARCOR's current operations continue to generate adequate cash to fund
operating needs, pay dividends, and provide for the repayment of the Company's
long-term debt. Sufficient lines of credit remain available to fund current
operating needs. Anticipated capital expenditures of approximately $25,000,000
for fiscal year 1999 will be greater than the total of $15,825,000 in 1998. The
1999 amounts will be used to increase production capacity, reduce manufacturing
costs and develop new filtration products. In addition, the expansion to the
Kearney, Nebraska facility will be completed.
The Company's financial position at the end of the six-month period reflected
total assets of $310,030,000 compared to the fiscal year-end 1998 amount of
$305,766,000. Cash and short-term investments totaled $29,704,000 at the end of
the second quarter, a reduction of $3,617,000 from year-end. Inventories
increased 6.8% to $62,618,000 from the year-end level in anticipation of higher
third and fourth quarter sales levels. The current ratio at the end of the
second quarter was 3.0:1 compared to 2.7:1 at the end of fiscal 1998. The
current year ratio of long-term debt to total capitalization was 15.8% compared
to 16.3% at year-end 1998.
At May 29, 1999, CLARCOR had 23,938,888 shares of common stock outstanding.
Page 10 of 14
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
-----------------------------------------------------------
YEAR 2000
For several years the Company has been reviewing Year 2000 issues related to the
impact on its computer systems and operating facilities. Management has assigned
internal project teams to review all computer-operated machinery and related
software to assure that key financial, information and operating systems have
been assessed. Key suppliers and outside parties that may also have Year 2000
issues which could impact the Company have been contacted and have been asked to
verify their Year 2000 readiness. The Company is testing interaction with such
outside party systems where appropriate. In addition, the Company has assessed
products sold by the Company and believes that there is no material exposure to
contingencies related to the Year 2000 issue; however, additional testing of
date-sensitive components will continue throughout 1999. Management believes
that all key areas that may be impacted by the Year 2000 date have been assessed
and remediation plans have been developed. As of the end of the second quarter
of 1999, no significant issues have been identified and the Company has not
incurred any material costs related to the assessment of its Year 2000 issues.
Remediation plans have been developed to address systems modifications. During
1998 the Company set a target date for the end of the second quarter of 1999 as
a date for assuring that all information processing and operating systems have
been fully tested and remediation plans implemented. As of the end of the second
quarter of 1999, the Company believes that in all material respects, all
information processing and operating systems have been fully tested and where
necessary, changes and modifications have been made. For certain outside
suppliers that were not able to verify their readiness by that date, backup
suppliers have been identified to the extent possible. The Company continues to
develop contingency plans that will address the Company's exposure to any
material failure as a result of noncompliance by third parties; however, with
respect to certain vendors, particularly utility vendors, alternative suppliers
may not be readily available. Management believes that the Company is devoting
the necessary resources to identify and resolve significant Year 2000 issues and
to minimize the risk of noncompliance in a timely manner.
Based on the assessment and remediation plans implemented at this time, the
total cost of addressing compliance is less than $1.5 million, most of which was
spent prior to fiscal 1999. Any additional costs are not expected to have a
material adverse impact on the Company's financial position, results of
operations or cash flows in the future. However, the Year 2000 problem is
pervasive and complex as virtually every computer operation may be affected in
some way. Consequently, no assurance can be given that Year 2000 compliance can
be achieved without costs that might have a material adverse effect upon the
Company's business, financial condition, results of operation, and business
prospects.
OUTLOOK
Overall sales growth is expected to be stronger over the second half of the 1999
fiscal year based on the increase in sales activity at Airguard, Baldwin and
Clark Filter. In addition, the Packaging segment is still in the transition to a
business model focused on growth in its core strength of flat sheet metal
lithography, and this repositioning is expected to result in improved sales in
the second half of fiscal 1999. Based on the level of orders already received
and
Page 11 of 14
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
------------------------------------
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
-----------------------------------------------------------
customer commitments, the Packaging segment should reflect improved results in
both sales and margins for the third and fourth quarters compared to 1998.
An emphasis to reduce discretionary spending early in 1999 will continue
throughout the year and is expected to maintain operating margins in the
Engine/Mobile Filtration segment and improve margins in the Industrial/
Environmental Filtration segment. In addition, several management and
administrative changes at UAS have been made that should result in improved
results, though the improvements will not occur immediately. Overall, record
sales and profits are expected for fiscal 1999. Capital expenditure spending is
expected to be near the planned rate of $25,000,000, as these investments remain
important for the Company's future growth.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements quoted in the body of this report, and statements in the
"Outlook" section of this report are forward-looking. These statements involve
risk and uncertainty. Actual future results and trends may differ materially
depending on a variety of factors including: the volume and timing of orders
received during the quarter, the mix of changes in distribution channels through
which the Company's products are sold, the timing and acceptance of new products
and product enhancements by the Company or its competitors, changes in pricing,
product life cycles, raw material cost increases, 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 expansions and conversions and productivity improvement
programs, the management of both growth and acquisitions, third-party compliance
with Year 2000 readiness, the Company's internal Year 2000 readiness,
extraordinary events, such as litigation or acquisitions, including related
charges, and economic conditions generally or in various geographic areas. All
of the foregoing matters are difficult to forecast. The future results of the
Company may fluctuate as a result of these and the other risk factors detailed
from time to time in the Company's Securities and Exchange Commission reports.
Due to the foregoing items, it is possible that, in some future quarters, the
Company's operating results will be below the expectation of some stock market
analysts and investors. In such event, the price of the CLARCOR common stock
could be materially adversely affected.
Page 12 of 14
<PAGE> 14
Part II - Other Information
- ---------------------------
Item 6a - Exhibit 27 Financial Data Schedule.
Item 6b - Subsequent to the end of the quarter ended May 29, 1999, a Form
8-K was filed to announce the election of Philip R. Lochner Jr. to
the Company's board of directors.
Page 13 of 14
<PAGE> 15
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLARCOR INC.
(Registrant)
July 1, 1999 By /s/ Bruce A. Klein
- ------------------------- --------------------------------------------
(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
Page 14 of 14
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> NOV-27-1999
<PERIOD-START> NOV-29-1998
<PERIOD-END> MAY-29-1999
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0
0
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