<PAGE> 1
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 February 26, 2000 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.
24,255,740 common shares outstanding
--------------------------------------
Page 1 of 15
<PAGE> 2
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
-------------
<TABLE>
<CAPTION>
February 26, November 30,
ASSETS 2000 1999
-------------- -------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and short-term cash investments $ 13,782 $ 14,745
Accounts receivable, less allowance for losses
of $5,312 for 2000 and $5,155 for 1999 104,697 103,986
Inventories:
Raw materials 35,173 32,731
Work in process 14,588 14,643
Finished products 46,635 42,476
--------- ---------
Total inventories 96,396 89,850
--------- ---------
Prepaid expenses and other current assets 9,181 11,830
Deferred income taxes 7,890 7,259
--------- ---------
Total current assets 231,946 227,670
--------- ---------
Plant assets, at cost 248,164 244,287
less accumulated depreciation (122,571) (118,261)
--------- ---------
125,593 126,026
--------- ---------
Excess of cost over fair value of assets acquired,
less accumulated amortization 55,159 49,784
Other acquired intangibles, less accumulated amortization 40,890 41,367
Pension assets 18,658 17,879
Other noncurrent assets 11,923 10,265
--------- ---------
$ 484,169 $ 472,991
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 5,433 $ 5,440
Accounts payable 42,406 42,477
Income taxes 7,144 4,442
Accrued and other liabilities 45,337 45,116
--------- ---------
Total current liabilities 100,320 97,475
--------- ---------
Long-term debt, less current portion 145,912 145,981
Long-term pension liabilities 3,925 3,577
Other long-term liabilities 15,749 14,845
Minority interests 509 395
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 24,256 24,020
Capital in excess of par value 4,540 948
Accumulated other comprehensive earnings (5,228) (4,151)
Retained earnings 194,186 189,901
--------- ---------
217,754 210,718
--------- ---------
$ 484,169 $ 472,991
========= =========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 2 of 15
<PAGE> 3
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
_________
<TABLE>
<CAPTION>
Three Months Ended
------------------------------
February 26, February 27,
2000 1999
------------ ------------
<S> <C> <C>
Net sales $ 150,697 $ 99,166
Cost of sales 106,414 67,787
------------ ------------
Gross profit 44,283 31,379
Selling and administrative expenses 30,813 21,341
------------ ------------
Operating profit 13,470 10,038
------------ ------------
Other income (expense):
Interest expense (2,560) (526)
Interest income 202 360
Other, net (81) (69)
------------ ------------
(2,439) (235)
------------ ------------
Earnings before income taxes and minority interests 11,031 9,803
Provision for income taxes 3,974 3,602
------------ ------------
Earnings before minority interests 7,057 6,201
Minority interests in loss of subsidiaries 6 9
------------ ------------
Net earnings $ 7,063 $ 6,210
============ ============
Net earnings per common share:
Basic $ 0.29 $ 0.26
============ ============
Diluted $ 0.29 $ 0.25
============ ============
Average number of common shares outstanding:
Basic 24,180,390 23,958,906
============ ============
Diluted 24,435,563 24,375,879
============ ============
Dividends paid per share $ 0.1150 $ 0.1125
============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 3 of 15
<PAGE> 4
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
________
<TABLE>
<CAPTION>
Three Months Ended
---------------------------
February 26, February 27,
2000 1999
------------ ------------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 7,063 $ 6,210
Depreciation and amortization 5,653 3,408
Changes in assets and liabilities (3,287) (3,608)
Other, net 55 (7)
-------- --------
Net cash provided by operating activities 9,484 6,003
-------- --------
Cash flows from investing activities:
Additions to plant assets (4,254) (6,049)
Business acquisitions, net of cash acquired (3,910) (375)
Dispositions of plant assets 67 --
-------- --------
Net cash used in investing activities (8,097) (6,424)
-------- --------
Cash flows from financing activities:
Reduction of long-term debt (76) (214)
Purchases of treasury stock -- (897)
Cash dividends paid (2,778) (2,690)
Other, net 513 38
-------- --------
Net cash used in financing activities (2,341) (3,763)
-------- --------
Net effect of exchange rate changes on cash (9) (39)
-------- --------
Net change in cash and short-term cash investments (963) (4,223)
Cash and short-term cash investments,
beginning of period 14,745 33,321
-------- --------
Cash and short-term cash investments,
end of period $ 13,782 $ 29,098
======== ========
Cash paid during the period for:
Interest $ 2,894 $ 965
======== ========
Income taxes $ 1,011 $ 3,384
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 4 of 15
<PAGE> 5
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
- -------------------------------------------------------------------------------
1. CONSOLIDATED FINANCIAL STATEMENTS
---------------------------------
The November 30, 1999 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 February 26, 2000, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended February 26, 2000,
and February 27, 1999, 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, 1999 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 February 26, 2000 are not necessarily indicative of the
operating results for the full year.
2. BUSINESS COMBINATIONS
---------------------
During the quarter ended February 26, 2000, the Company purchased two air
filtration distributors accounted for under the purchase method. One of the
acquisitions was paid for in cash. The purchase price of the other was paid
in cash and stock. The Company issued 160,704 shares of its common stock
(or $2,895) in connection with the acquisition. These acquisitions did not
have a significant impact on the results of the Company.
On September 10, 1999, the Company acquired three industrial filtration
businesses, Purolator Air Filtration (Purolator), Facet International
(Facet), and Purolator Facet, Inc. (PFI). The transaction was accounted for
under the purchase method of accounting with the excess of the initial
purchase price over the preliminary estimated fair value of the net
tangible and identifiable intangible assets acquired recorded as goodwill.
The initial purchase price is subject to a final adjustment based on the
net assets of the businesses. A preliminary allocation of the initial
purchase price was made to major categories of assets and liabilities. The
allocation will be completed when the Company finalizes a closing balance
sheet in accordance with the purchase agreement, completes the estimates of
liabilities assumed, and finalizes the estimates associated with exit and
other costs of the acquisitions. The Company expects to finalize its plans
for integrating the acquired businesses with its existing operations by the
end of the third quarter of fiscal 2000 and any resulting changes to the
estimated $285 accrued at November 30, 1999 for severance and exit costs
will be reflected as an adjustment to the allocation of the purchase price.
No adjustments were made to the initial allocation during the quarter ended
February 26, 2000.
Page 5 of 15
<PAGE> 6
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- -------------------------------------------------------------------------------
3. EARNINGS PER SHARE AND TREASURY STOCK TRANSACTIONS
--------------------------------------------------
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 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.
<TABLE>
<CAPTION>
Three Months Ended
--------------------------------------
February 26, February 27,
2000 1999
--------------------------------------
<S> <C> <C>
Net Earnings (numerator) $ 7,063 $ 6,210
Basic EPS:
Weighted average number of common
shares outstanding (denominator) 24,180,390 23,958,906
Basic per share amount $0.29 $0.26
================= ===================
Diluted EPS:
Weighted average number of common
shares outstanding 24,180,390 23,958,906
Dilutive effect of stock options 255,173 416,973
----------------- -------------------
Diluted weighted average number of
common shares outstanding
(denominator) 24,435,563 24,375,879
Diluted per share amount $0.29 $0.25
================= ===================
</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:
<TABLE>
<CAPTION>
Three Months Ended
-----------------------------------
February 26, February 27,
2000 1999
-----------------------------------
<S> <C> <C>
Options 1,109,239 508,864
Weighted Average Exercise Price $18.93 $19.86
</TABLE>
During the three months ended February 27, 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.
Page 6 of 15
<PAGE> 7
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- -------------------------------------------------------------------------------
4. COMPREHENSIVE EARNINGS
----------------------
The Company's total comprehensive earnings and its components are as
follows:
<TABLE>
<CAPTION>
Three Months Ended
----------------------------------
February 26, February 27,
2000 1999
----------------------------------
<S> <C> <C>
Net earnings $ 7,063 $ 6,210
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments (1,077) (450)
----------------------------------
Total comprehensive earnings $ 5,986 $ 5,760
==================================
</TABLE>
5. SEGMENT DATA
------------
The Company operates in three principal product segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration, and Packaging. The segment
data for the three-month periods ended February 26, 2000 and February 27,
1999, 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>
Three Months Ended
----------------------------
February 26, February 27,
2000 1999
----------------------------
<S> <C> <C>
Net sales:
Engine/Mobile Filtration $ 59,851 $ 53,576
Industrial/Environmental Filtration 75,045 32,698
Packaging 15,801 12,892
----------------------------
$ 150,697 $ 99,166
============================
Operating profit:
Engine/Mobile Filtration $ 9,555 $ 8,854
Industrial/Environmental Filtration 2,335 626
Packaging 1,580 558
----------------------------
13,470 10,038
Other income (expense) (2,439) (235)
----------------------------
Earnings before income taxes and minority interests $ 11,031 $ 9,803
============================
Identifiable assets:
Engine/Mobile Filtration $ 136,531 $ 131,456
Industrial/Environmental Filtration 251,822 70,594
Packaging 37,927 31,061
Corporate 57,889 68,043
----------------------------
$ 484,169 $ 301,154
============================
</TABLE>
Page 7 of 15
<PAGE> 8
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- -------------------------------------------------------------------------------
5. SEGMENT DATA (Continued)
------------------------
First quarter 2000 includes the results of three industrial filtration
businesses acquired during the fourth quarter of 1999 as discussed in Note
2.
6. MULTICURRENCY AGREEMENT
-----------------------
During the quarter ended February 26, 2000, the Company entered into an
interest swap agreement to manage its interest exposure on the outstanding
amount under the multicurrency credit revolver. The agreement provides for
the Company to pay a 6.04% fixed interest rate on a notional amount of
$115,000 and to receive interest at floating rates based on LIBOR. The
agreement matured in March 2000.
Page 8 of 15
<PAGE> 9
Part I - Item 2
- ---------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: FIRST QUARTER OF 2000 COMPARED WITH FIRST QUARTER OF
1999.
CLARCOR reported record sales, operating profit, net earnings and earnings per
share in the first quarter of 2000 compared to the same quarter in 1999. First
quarter 2000 includes the results of operations from three industrial filtration
businesses that were acquired in the fourth quarter of 1999. These businesses
(the "Industrial Filtration Acquisitions") are included in the
Industrial/Environmental Filtration segment. Final balance sheet adjustments for
the acquisitions will be determined by the end of the third quarter of fiscal
2000. No adjustments were made to the initial allocation during the quarter
ended February 26, 2000.
Net sales of $150,697,000 increased 52.0% from $99,166,000 reported for the
first quarter of 1999, or an increase of approximately 12.6% excluding the
effect of the Industrial Filtration Acquisitions. Each of the Company's business
segments reported increased sales for the quarter compared to the prior year
quarter. The Engine/Mobile Filtration segment reported increased sales of 11.7%
to $59,851,000 from $53,576,000 recorded in 1999. The segment's domestic and
international sales were strong for the quarter and included increased sales
volume for heavy-duty, light-duty and railroad filters. The Company's
Industrial/Environmental Filtration segment recorded a 129.5% increase in sales
for the 2000 first quarter or an increase of approximately 9.7% excluding the
Industrial Filtration Acquisitions. Sales of environmental air filters were
particularly strong for the quarter and sales of air quality equipment and
systems were nearly level with the first quarter 1999. In the first quarter of
2000, two distributors of air filtration products were acquired. The additional
sales and operating results from these two distributors did not have a
significant impact on the Industrial/Environmental Filtration segment or the
Company. The Packaging segment reported a 22.6% increase in sales for the 2000
quarter primarily as a result of increased sales of plastic closures and
lithographed metal containers and sheets. This sales increase was anticipated as
a result of a refocus that began in 1998 on non-promotional packaging products
for food and other consumer and industrial products.
Operating profit for the first quarter 2000 was $13,470,000 compared to
$10,038,000 in 1999, an increase of 34.2%, or approximately 25.6% excluding the
results from the Industrial Filtration Acquisitions. Operating profit was 8.9%
of net sales in 2000 compared to 10.1% in 1999. The reduction in operating
profit margin compared to 1999 resulted primarily from the 1999 business
acquisitions and includes the effect of increased amortization and depreciation
from the acquisitions.
The Engine/Mobile Filtration segment recorded an operating profit increase in
2000 of 7.9% compared to 1999. The increased profit for first quarter 2000
resulted primarily from higher sales volumes and continued productivity
improvements that were partially offset by competitive pricing discounts and
costs related to temporary inefficiencies from combining distribution
facilities. The distribution facilities are expected to be fully combined and
operating at expected levels by the third quarter. As a result of the higher
than expected distribution costs and continued price discounting, the first
quarter operating margin of 16.0% was lower than the 16.5% recorded in 1999. The
Industrial/Environmental Filtration segment reported an increase in operating
profit in 2000 to
Page 9 of 15
<PAGE> 10
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
$2,335,000 from $626,000 recorded in 1999. Excluding the effect of the 1999
acquisitions, operating profit increased approximately $850,000 primarily due to
the increased sales volume of air filtration products and reduced overhead and
administrative costs related to the segment's air quality equipment business.
The Packaging segment's increase in operating profit to $1,580,000 from $558,000
recorded in the 1999 quarter resulted from significantly higher sales volume and
improved capacity utilization. For the quarter, operating margin improved to
10.0% compared to 4.3% for the 1999 quarter.
Net other expense for the quarter of $2,439,000 included higher interest expense
and reduced interest income as a result of higher debt and lower cash balances
due to the Industrial Filtration Acquisitions. Interest expense increased to
$2,560,000 in 2000 compared to $526,000 in 1999. Net other expense for first
quarter 1999 totaled $235,000.
Earnings before income taxes and minority interests for the first quarter of
2000 totaled $11,031,000, up from $9,803,000 in the comparable quarter last
year. The increase resulted from improved results of operations from the
Company's businesses and the operating results from the Industrial Filtration
Acquisitions offset by the increased interest expense on the debt related to the
acquisitions.
The provision for income taxes in 2000 was $3,974,000, an effective rate of
36.0%, and compares to an effective tax rate of 36.7% of pre-tax earnings in the
1999 quarter. The reduction in the effective rate is principally due to reduced
state income taxes.
Net earnings in the first quarter of the current year were $7,063,000, or $0.29
per share on a diluted basis. The 1999 net earnings for the quarter of
$6,210,000 resulted in diluted earnings per share of $0.25. Basic average shares
outstanding were 24,180,390 and diluted average shares outstanding were
24,435,563 at the end of the first quarter of 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $9,484,000 and included increased
net earnings, depreciation and amortization. The increase in depreciation and
amortization was primarily due to the effect of the 1999 acquisitions. Net
changes in assets and liabilities of $3,287,000 for the quarter compared to
$3,608,000 recorded in the 1999 quarter. Cash flows used in investing activities
increased in the first quarter of 2000 primarily due to the cash used for the
acquisition of two distributors for approximately $3,910,000 in cash. In
addition, the Company issued 160,704 common shares related to one of the
acquisitions. Additions to plant assets totaled $4,254,000 compared to
$6,049,000 in 1999. Cash flows used by financing activities of $2,341,000 in
2000 included payments on long-term debt of $76,000 compared to $214,000 in
1999. Dividends paid totaled $2,778,000 during the 2000 quarter. In the 1999
quarter, the Company repurchased 50,000 shares of common stock for $897,000 and
paid dividends of $2,690,000.
CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, and
provide for interest payments and required principal payments related to the
Company's long-term debt. In fiscal 1999, the Company entered into a
$185,000,000 multicurrency revolving credit facility against which $115,000,000
was
Page 10 of 15
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
used related to the Industrial Filtration Acquisitions. Principal payments on
long-term debt will be approximately $5,400,000 in fiscal 2000; however, no
payments are required in fiscal 2000 on the multicurrency revolving credit
facility. The Company is in compliance with restrictive covenants related to the
facility. EBITDA, or operating profit before depreciation and amortization,
increased to $19,123,000 compared to $13,446,000 in 1999. Capital expenditures
in fiscal year 2000 are expected to be approximately $29,000,000 compared to the
total of $21,822,000 in 1999. The 2000 amounts will be used to increase
production capacity, reduce manufacturing costs, integrate and improve the
businesses acquired in 1999, and develop new products.
The Company's financial position at the end of the first quarter was not
significantly different from fiscal year-end 1999. Cash and short-term
investments totaled $13,782,000 at the end of the quarter, a decrease from
$14,745,000 at year-end. Inventory increased to $96,396,000 at the end of the
first quarter 2000 due to higher sales activities planned for fiscal 2000. The
current ratio at the end of the first quarter was 2.3:1 which was the same level
as at the end of fiscal 1999. The current year ratio of long-term debt to total
capitalization was 40.1% compared to the level at year-end of 40.9%.
At February 26, 2000, CLARCOR had 24,255,740 shares of common stock outstanding
and includes the 160,704 shares issued related to an acquisition in December
1999.
OTHER MATTERS
Market Risk
The Company's interest expense on long-term debt is sensitive to changes in
interest rates. In addition, changes in foreign currency exchange rates may
affect assets, liabilities and commitments that are to be settled in cash and
are denominated in foreign currencies. Subsequent to the end of the first
quarter 2000, the Company entered into a new interest rate swap agreement at a
fixed interest rate of 6.565% on a notional amount of $60,000,000 and the
Company will receive interest at floating rates based on LIBOR. These market
risks are similar to those discussed in the Company's Annual Report and Form
10-K for the year ended November 30, 1999 (the "Annual Report") in the Financial
Review on page 13.
Year 2000
The Company is not aware of any significant business interruption as a result of
a Year 2000 issue. In addition, no significant additional costs or remediation
activities are expected with respect to Year 2000 issues. The Company's Year
2000 activities were discussed more fully in the Financial Review on page 13 of
the Annual Report.
Recent Accounting Pronouncements
The Company currently expects to adopt Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities," in fiscal year 2001 as discussed in the Financial Review on page 13
of the Annual Report.
Page 11 of 15
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
In December 1999, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 101 (SAB 101), "Revenue Recognition in Financial Statements,"
relating to revenue recognition under generally accepted accounting principles
in financial statements. The Company expects to fully review the guidance
provided in SAB 101 during fiscal 2000 and management does not expect this
review to result in any material effect on the Company's financial position and
results of operations.
Outlook
The order rate in each of the Company's business segments continues to be
strong, and as a result, sales and operating profit are expected to continue to
increase compared to the prior year levels. New product introductions and
additional distribution of the Company's product lines are expected to increase
sales during fiscal 2000. In addition, the Company's emphasis on cost control
and productivity improvements will continue throughout fiscal 2000. Overall,
operating margins are expected to decline in 2000 from 1999 due to the
Industrial Filtration Acquisitions and related depreciation and amortization. On
an EBITDA basis, the new acquisitions generate higher margins than the
historical results from the Industrial/Environmental segment, but are generally
lower than the Company's other business segments. Without the additional
depreciation and amortization from those acquisitions, operating margins would
have improved significantly for the Industrial/Environmental segment.
The Engine/Mobile segment's margins are already very strong, but the margins are
expected to improve somewhat during the remainder of fiscal 2000. The Industrial
Filtration Acquisitions will continue to be integrated into the
Industrial/Environmental Filtration segment and additional cost savings and
synergies are expected to be recognized, net of integration costs. In first
quarter 2000, these businesses achieved many of the operating goals originally
set at the acquisition date, and the integration activities are on schedule and
will continue throughout 2000 and 2001. 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 this repositioning is expected to result in
improved sales overall for 2000 compared to fiscal 1999. The Packaging segment's
operating margin for the year is expected to approximate the 11.5% recorded for
fiscal 1999.
Although higher petroleum prices and higher interest rates may affect the
economy as the year progresses, record sales and profits are expected for fiscal
2000 with the goal of achieving growth in earnings per share of 10% to 15%.
CLARCOR continues to produce a very strong, stable cash flow. EBITDA should
exceed $90 million, a 25% increase over 1999. Capital expenditure spending is
expected to continue at the planned rate, 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
Page 12 of 15
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
enhancements by the Company or its competitors; changes in pricing, labor
availability, product life cycles, raw material costs, petroleum prices, 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 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; extraordinary events, such as litigation or
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 13 of 15
<PAGE> 14
Part II - Other Information
Item 6a - Exhibit 27 Financial Data Schedule.
Item 6b - The Company did not file a Form 8-K during the quarter ended
February 26, 2000.
Page 14 of 15
<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)
March 23, 2000 By /s/ Bruce A. Klein
- --------------------------------- ----------------------------------
(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
Page 15 of 15
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<CURRENCY> USD
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-02-2000
<PERIOD-START> NOV-28-1999
<PERIOD-END> FEB-26-2000
<EXCHANGE-RATE> 1.0
<CASH> 13,782
<SECURITIES> 0
<RECEIVABLES> 110,009
<ALLOWANCES> 5,312
<INVENTORY> 96,396
<CURRENT-ASSETS> 231,946
<PP&E> 248,164
<DEPRECIATION> 122,571
<TOTAL-ASSETS> 484,169
<CURRENT-LIABILITIES> 100,320
<BONDS> 145,912
0
0
<COMMON> 24,256
<OTHER-SE> 193,498
<TOTAL-LIABILITY-AND-EQUITY> 484,169
<SALES> 150,697
<TOTAL-REVENUES> 150,697
<CGS> 106,414
<TOTAL-COSTS> 106,414
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 209
<INTEREST-EXPENSE> 2,560
<INCOME-PRETAX> 11,031
<INCOME-TAX> 3,974
<INCOME-CONTINUING> 7,063
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 7,063
<EPS-BASIC> 0.29
<EPS-DILUTED> 0.29
</TABLE>
