<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 August 26, 2000
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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 August 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.
24,323,422 common shares outstanding
--------------------------------------------
Page 1 of 16
<PAGE> 3
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
--------
<TABLE>
<CAPTION>
August 26, November 30,
ASSETS 2000 1999
----------- ------------
(unaudited)
<S> <C> <C>
Current assets:
Cash and short-term cash investments $ 8,980 $ 14,745
Accounts receivable, less allowance for losses
of $5,582 for 2000 and $5,155 for 1999 108,359 103,986
Inventories:
Raw materials 39,521 32,731
Work in process 14,952 14,643
Finished products 46,694 42,476
--------- ---------
Total inventories 101,167 89,850
--------- ---------
Prepaid expenses and other current assets 2,531 11,830
Deferred income taxes 6,825 7,259
--------- ---------
Total current assets 227,862 227,670
--------- ---------
Plant assets at cost, 263,562 244,287
less accumulated depreciation (131,085) (118,261)
--------- ---------
132,477 126,026
--------- ---------
Excess of cost over fair value of assets acquired,
less accumulated amortization 62,664 49,784
Other acquired intangibles, less accumulated amortization 39,953 41,367
Pension assets 20,152 17,879
Other noncurrent assets 10,943 10,265
--------- ---------
$ 494,051 $ 472,991
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 5,444 $ 5,440
Accounts payable 40,799 42,477
Income taxes 6,538 4,442
Accrued and other liabilities 41,092 45,116
--------- ---------
Total current liabilities 93,873 97,475
--------- ---------
Long-term debt, less current portion 145,802 145,981
Long-term pension liabilities 5,482 3,577
Other long-term liabilities 16,808 14,845
Minority interests 400 395
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 24,323 24,020
Capital in excess of par value 4,784 948
Accumulated other comprehensive earnings (6,204) (4,151)
Retained earnings 208,783 189,901
--------- ---------
231,686 210,718
--------- ---------
$ 494,051 $ 472,991
========= =========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 2 of 16
<PAGE> 4
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
---------
<TABLE>
<CAPTION>
Quarter Ended Nine Months Ended
---------------------------- ----------------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
------------ ------------ ------------ ------------
<S> <C> <C> <C> <C>
Net sales $ 160,830 $ 112,090 $ 473,732 $ 321,739
Cost of sales 113,052 77,900 331,686 221,187
------------ ------------ ------------ ------------
Gross profit 47,778 34,190 142,046 100,552
Selling and administrative expenses 28,824 20,530 90,432 62,988
------------ ------------ ------------ ------------
Operating profit 18,954 13,660 51,614 37,564
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (2,878) (561) (8,233) (1,632)
Interest income 89 375 373 1,061
Other, net (296) 1,751 (942) 1,699
------------ ------------ ------------ ------------
(3,085) 1,565 (8,802) 1,128
------------ ------------ ------------ ------------
Earnings before income taxes and
minority interests 15,869 15,225 42,812 38,692
Provision for income taxes 5,768 5,473 15,542 14,062
------------ ------------ ------------ ------------
Earnings before minority interests 10,101 9,752 27,270 24,630
Minority interests in earnings of subsidiaries (23) (16) (39) (34)
------------ ------------ ------------ ------------
Net earnings $ 10,078 $ 9,736 $ 27,231 $ 24,596
============ ============ ============ ============
Net earnings per common share:
Basic $ 0.41 $ 0.41 $ 1.12 $ 1.03
============ ============ ============ ============
Diluted $ 0.41 $ 0.40 $ 1.11 $ 1.01
============ ============ ============ ============
Average number of common shares outstanding:
Basic 24,298,993 23,967,916 24,242,592 23,958,282
============ ============ ============ ============
Diluted 24,617,966 24,321,391 24,477,373 24,315,706
============ ============ ============ ============
Dividends paid per share $ 0.1150 $ 0.1125 $ 0.3450 $ 0.3375
============ ============ ============ ============
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 3 of 16
<PAGE> 5
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
--------
<TABLE>
<CAPTION>
Nine Months Ended
---------------------
August 26, August 28,
2000 1999
---------- ---------
<S> <C> <C>
Cash flows from operating activities:
Net earnings $ 27,231 $ 24,596
Depreciation and amortization 16,895 10,433
Changes in assets and liabilities (9,193) (6,709)
Other, net 139 (1,740)
-------- --------
Net cash provided by operating activities 35,072 26,580
-------- --------
Cash flows from investing activities:
Additions to plant assets (18,364) (14,782)
Business acquisitions, net of cash acquired (13,204) (375)
Dispositions of plant assets 166 3,596
Other, net (373) --
-------- --------
Net cash used in investing activities (31,775) (11,561)
-------- --------
Cash flows from financing activities:
Proceeds from line of credit 35,200 --
Payments on line of credit (30,200) --
Reduction of long-term debt (6,756) (300)
Purchases of treasury stock -- (897)
Cash dividends paid (8,349) (8,065)
Other, net 1,156 331
-------- --------
Net cash used in financing activities (8,949) (8,931)
-------- --------
Net effect of exchange rate changes on cash (113) (48)
-------- --------
Net change in cash and short-term cash investments (5,765) 6,040
Cash and short-term cash investments,
beginning of period 14,745 33,321
-------- --------
Cash and short-term cash investments,
end of period $ 8,980 $ 39,361
======== ========
Cash paid during the period for:
Interest $ 8,394 $ 2,011
======== ========
Income taxes $ 9,118 $ 15,203
======== ========
</TABLE>
See Notes to Consolidated Condensed Financial Statements
Page 4 of 16
<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, 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 August 26, 2000, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended August 26, 2000,
and August 28, 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 August 26, 2000 are not necessarily indicative of the
operating results for the full year.
2. BUSINESS COMBINATIONS
During the nine months ended August 26, 2000, the Company purchased two air
filtration distributors and one liquid process filtration manufacturer
accounted for under the purchase method. Two of the acquisitions were paid
for in cash. The purchase price of the other was paid in cash and stock.
For these acquisitions, the Company paid $13,204 in cash and issued 160,704
shares of its common stock (or $2,895). 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. Negotiations with respect to the final
purchase price were on-going as of August 26, 2000 and are expected to be
finalized in the fourth quarter. Final balance sheet adjustments for the
acquisitions are not expected to be materially different from the amounts
previously recorded. The $285 accrued at November 30, 1999 for severance
and exit costs is expected to increase $800 as a result of plans finalized
in early September 2000 with respect to integrating the acquired businesses
with existing operations. No adjustments were made to the initial
allocation during the nine months ended August 26, 2000.
Page 5 of 16
<PAGE> 7
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
--------------------------------------------------------------------------------
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>
Quarter Ended Nine Months Ended
------------------------- -------------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Net Earnings (numerator) $ 10,078 $ 9,736 $ 27,231 $ 24,596
Basic EPS:
Weighted average number of common
shares outstanding (denominator) 24,298,993 23,967,916 24,242,592 23,958,282
Basic per share amount $ 0.41 $ 0.41 $ 1.12 $ 1.03
Diluted EPS:
Weighted average number of common
shares outstanding 24,298,993 23,967,916 24,242,592 23,958,282
Dilutive effect of stock options 318,973 353,475 234,781 357,424
----------- ----------- ----------- -----------
Diluted weighted average number
of common shares outstanding
(denominator) 24,617,966 24,321,391 24,477,373 24,315,706
Diluted per share amount $ 0.41 $ 0.40 $ 1.11 $ 1.01
</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>
Quarter Ended Nine Months Ended
------------------------- -------------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
Options 477,016 507,531 746,666 507,531
Weighted Average Exercise Price $ 19.79 $ 19.86 $ 19.34 $ 19.86
</TABLE>
During the nine months ended August 28, 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 16
<PAGE> 8
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>
Quarter Ended Nine Months Ended
---------------------- ----------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net earnings $ 10,078 $ 9,736 $ 27,231 $ 24,596
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments (244) 131 (2,053) (551)
--------- --------- --------- ---------
Total comprehensive earnings $ 9,834 $ 9,867 $ 25,178 $ 24,045
========= ========= ========= =========
</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 quarter and nine-month periods ended August 26, 2000 and
August 28, 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>
Quarter Ended Nine Months Ended
---------------------- ----------------------
August 26, August 28, August 26, August 28,
2000 1999 2000 1999
--------- --------- --------- ---------
<S> <C> <C> <C> <C>
Net sales:
Engine/Mobile Filtration $ 65,153 $ 60,833 $ 190,366 $ 175,816
Industrial/Environmental Filtration 78,137 34,991 231,952 101,734
Packaging 17,540 16,266 51,414 44,189
--------- --------- --------- ---------
$ 160,830 $ 112,090 $ 473,732 $ 321,739
========= ========= ========= =========
Operating profit:
Engine/Mobile Filtration $ 12,291 $ 11,299 $ 34,756 $ 31,594
Industrial/Environmental Filtration 4,867 841 11,605 2,581
Packaging 1,796 1,520 5,253 3,389
--------- --------- --------- ---------
18,954 13,660 51,614 37,564
Other income (expense) (3,085) 1,565 (8,802) 1,128
--------- --------- --------- ---------
Earnings before income taxes and
minority interests $ 15,869 $ 15,225 $ 42,812 $ 38,692
========= ========= ========= =========
Identifiable assets:
Engine/Mobile Filtration $ 144,716 $ 135,455
Industrial/Environmental Filtration 259,243 69,267
Packaging 41,094 34,736
Corporate 48,998 80,801
--------- ---------
$ 494,051 $ 320,259
========= =========
</TABLE>
Page 7 of 16
<PAGE> 9
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
--------------------------------------------------------------------------------
5. SEGMENT DATA (Continued)
The segment data for the Industrial/Environmental Filtration segment for
the first nine months of fiscal 2000 includes the results of several
businesses acquired during the fourth quarter of 1999 and fiscal 2000 as
discussed in Note 2.
6. MULTICURRENCY AGREEMENT
During the nine months ended August 26, 2000, the Company entered into
interest rate agreements to manage its interest exposure on the outstanding
amounts under the multicurrency credit revolver. Two agreements were in
place at August 26, 2000, covering the outstanding amount on the
multicurrency credit revolver. One agreement provides for the Company to
pay a 7.565% fixed interest rate on a notional amount of $60,000 and
matures in September 2000. The other agreement provides for the Company to
pay a 7.34% fixed interest rate plus a variable spread of .55% to 1.25% on
a notional amount of $60,000 and is effective until September 11, 2002. The
variable spread is based on demonstrated leverage ratios and was 1.00% at
August 26, 2000. Under both agreements the Company will receive interest at
floating rates based on LIBOR.
In September 2000 the Company entered into a three-month interest rate
agreement providing for the Company to pay a 7.12% fixed interest rate plus
a variable spread of .55% to 1.25% on a notional amount of $60,000.
Page 8 of 16
<PAGE> 10
Part I - Item 2
---------------
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
CLARCOR reported record sales, operating profit, net earnings and earnings per
share for the third quarter and first nine months of fiscal 2000. Fiscal 2000
includes the results of operations from three industrial filtration businesses
(the "Industrial Filtration Acquisitions") that were acquired in the fourth
quarter of 1999. Final balance sheet adjustments for the acquisitions are
expected to be determined during the fourth quarter of fiscal 2000 and these
adjustments are not expected to be materially different to the amounts
previously recorded. No adjustments were made to the initial allocation during
the nine months ended August 26, 2000. In addition, several smaller acquisitions
were made during fiscal 2000 including two air filtration distributors and a
liquid process filtration manufacturing company. The Industrial Filtration
Acquisitions and the fiscal 2000 acquisitions are all included in the
Industrial/Environmental Filtration segment.
THIRD QUARTER OF 2000 COMPARED WITH THIRD QUARTER OF 1999.
Net sales of $160,830,000 increased 43.5% from $112,090,000 reported for the
third quarter of 1999. Excluding the effect of the acquisitions made in fourth
quarter 1999 and fiscal 2000, net sales increased approximately 6.6%. Each of
the Company's business segments reported increased sales for the quarter
compared to the prior year's quarter principally due to higher unit volumes.
The Engine/Mobile Filtration segment reported increased sales of 7.1% to
$65,153,000 from $60,833,000 recorded in 1999. The segment's domestic and
international sales were strong for the quarter and included increased sales
volume of heavy-duty and light-duty filters offset by slightly lower sales of
railroad filtration products. The Company's Industrial/Environmental Filtration
segment recorded a 123% increase in sales for the 2000 third quarter including
the Industrial Filtration Acquisitions and several small acquisitions made
earlier in fiscal 2000. The Industrial/Environmental segment's sales increased
approximately 5% for the third quarter, excluding the acquisitions, and included
increased sales of environmental air filters and air quality equipment and
systems. The Packaging segment reported a 7.8% increase in sales for the 2000
third quarter primarily as a result of increased sales of lithographed metal
containers and sheets offset partially by lower sales of promotional containers
and plastic closures and containers. The metal 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 third quarter 2000 was $18,954,000 compared to
$13,660,000 in 1999, an increase of 38.8%, or approximately 24% excluding the
results from acquisitions. Operating profit was 11.8% of net sales in 2000
compared to 12.2% in 1999. The reduction in operating profit margin compared to
1999 resulted primarily from the lower margins of the acquired companies
compared to the Company's overall margin prior to the acquisitions and includes
the effect of increased amortization and depreciation from the acquisitions.
The Engine/Mobile Filtration segment recorded an operating profit increase in
third quarter 2000 of 8.8% compared to 1999 and resulted in an operating margin
of 18.9% compared to 18.6% recorded
Page 9 of 16
<PAGE> 11
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
in 1999. The increased profit for the 2000 quarter resulted primarily from
higher sales volumes and continued productivity improvements that were partially
offset by competitive pricing discounts, increases in raw material, labor and
energy costs, and temporary costs related to combining two distribution
facilities. The Industrial/Environmental Filtration segment reported an increase
in operating profit in 2000 to $4,867,000 from $841,000 recorded in 1999.
Excluding the effect of acquisitions, operating profit increased approximately
$2,050,000 primarily due to increased sales volume and productivity and reduced
overhead and administrative costs. The segment's results also reflect increased
raw material, labor and energy costs and start-up costs related to a new air
filtration manufacturing facility in Rockford, Illinois. The Packaging segment's
increase in operating profit to $1,796,000 from $1,520,000 recorded in the 1999
quarter resulted primarily from increased sales volume, reduced discretionary
spending and improved capacity utilization. For the quarter, the segment's
operating margin improved to 10.2% compared to 9.3% for the 1999 quarter.
Net other expense for the 2000 quarter of $3,085,000 included higher interest
expense and reduced interest income as a result of higher debt and lower cash
balances due primarily to the Industrial Filtration Acquisitions. Net other
income for third quarter 1999 totaled $1,565,000 and included a gain of
$1,760,000 from the sale of a warehouse. Interest expense increased to
$2,878,000 in 2000 compared to $561,000 in 1999 and interest income was $89,000
and $375,000 in third quarter 2000 and 1999, respectively. Currency exchange
losses of approximately $243,000 were recorded during the 2000 quarter compared
to $29,000 in 1999.
Earnings before income taxes and minority interests for third quarter of 2000
totaled $15,869,000, up from $15,225,000 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 increased interest expense on the debt related to the acquisitions. In
addition, the 1999 quarter was favorably impacted by a $1,760,000 gain on the
sale of a building.
The provision for income taxes in 2000 was $5,768,000, an effective rate of
36.3%, and compares to an effective tax rate of 35.9% of pre-tax earnings in the
1999 quarter.
Net earnings in the third quarter of the current year were $10,078,000, or $0.41
per share on a diluted basis. The 1999 net earnings for the quarter of
$9,736,000 resulted in diluted earnings per share of $0.40 and included an
after-tax gain on the sale of a warehouse of $1,100,000 or $0.04 per diluted
share. Basic average shares outstanding were 24,298,993 and diluted average
shares outstanding were 24,617,966 at the end of the third quarter of 2000.
NINE MONTHS 2000 COMPARED TO NINE MONTHS OF 1999.
Net sales for the nine-month 2000 period totaled $473,732,000, an increase of
47.2% over 1999, and include the Industrial Filtration Acquisitions and several
small acquisitions made earlier in 2000. Excluding these acquisitions, sales
increased approximately 8.8% over the 1999 nine-month period.
As a result of strong domestic and international sales of filtration products,
the Engine/Mobile Filtration segment recorded an increase of 8.3% over the 1999
period and the Industrial/Environmental segment, excluding acquisitions,
recorded an increase of 6.6% over 1999. Including the sales from the
acquisitions, the Industrial/Environmental Filtration sales for the 2000
Page 10 of 16
<PAGE> 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
nine-month period were $231,952,000 compared to $101,734,000 in 1999, or an
increase of 128%. The Packaging segment's sales were 16.4% higher than in 1999
as a result of increased sales of metal and plastic packaging products and metal
lithographed sheets.
Operating profit for the 2000 nine-month period was $51,614,000, which compares
to $37,564,000 in 1999. Operating profit was 10.9% of sales in 2000 compared to
11.7% in 1999. The reduction in operating margin from 1999 was primarily due to
the Industrial Filtration Acquisitions and related additional depreciation and
amortization.
The Engine/Mobile Filtration segment recorded an increase in operating profit of
10.0% compared to 1999 primarily due to strong sales for the period. In
addition, cost reduction initiatives, reduced legal costs and improved capacity
utilization offset increased costs related to the start-up of the new
distribution center in Kearney, Nebraska and increases in material, labor and
energy costs. The Industrial/Environmental Filtration segment's operating profit
increased to $11,605,000 compared to $2,581,000 in 1999. The increase is
primarily due to the acquisitions and an increase in operating margin, excluding
the acquisitions, to 5.8% in 2000 from 2.5% recorded in 1999. This increase in
operating margin resulted primarily from higher capacity utilization and cost
reduction initiatives that offset increased material, labor and energy costs and
start-up costs related to a new facility. The Packaging segment's operating
margin improved to 10.2% for the 2000 period from 7.7% of sales in 1999 due
primarily to increased sales, reduced discretionary spending and increased
capacity utilization.
Net other expense was $8,802,000 for the 2000 nine-month period and compares to
$1,128,000 net other income recorded in 1999. Interest expense increased to
$8,233,000 and interest income was reduced to $373,000 primarily due to higher
debt and lower cash balances related to the Industrial Filtration Acquisitions.
Interest expense was $1,632,000 and interest income was $1,061,000 in the 1999
nine-month period. Currency exchange losses were approximately $640,000 in the
2000 nine-month period compared to net currency gains of $15,000 in 1999. Net
other income in 1999 also included a $1,760,000 gain from the sale of a
warehouse in third quarter 1999.
Earnings before income taxes and minority interests for the nine-month 2000
period totaled $42,812,000 compared to $38,692,000 in 1999. This increase
reflects improved operating results and operating results from the acquisitions
in fiscal 1999 and 2000 offset by increased interest expense. The 1999 period
also included a $1,760,000 gain from the sale of a building. The effective tax
rate was 36.3% in both the 2000 and 1999 nine-month periods.
Net earnings of $27,231,000 in 2000, or diluted earnings per share of $1.11,
compare to $24,596,000, or $1.01 per diluted share in 1999. Net earnings and
diluted earnings per share for the nine-month 1999 period included a gain from
the sale of a building of $1,100,000, or $0.04, respectively. Basic average
shares outstanding were 24,242,592 and diluted average shares outstanding were
24,477,373 at the end of the nine months of 2000.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $35,072,000 for the nine-month
2000 period and included increased net earnings, depreciation and amortization.
The increase in depreciation and amortization was primarily due to the effect of
the 1999 acquisitions. The net increase in assets and
Page 11 of 16
<PAGE> 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
liabilities was $9,193,000 for nine months 2000 compared to $6,709,000 recorded
in the 1999 period. Accounts receivable and inventories were increased during
the 2000 nine-month period due to a higher level of business activity throughout
the Company. Other current assets and accrued current liabilities were reduced
during the nine-month 2000 period due to the use of restricted trust assets for
payment of nonqualified pension liabilities. Cash flows used in investing
activities increased in 2000 primarily due to the cash used for several
acquisitions totaling $13,204,000. In addition, the Company issued 160,704
common shares related to one of the acquisitions. Additions to plant assets
totaled $18,364,000 compared to $14,782,000 in 1999. For the 1999 nine-month
period, proceeds from the dispositions of plant assets totaled $3,596,000 and
included the proceeds from the sale of a warehouse in the third quarter. Cash
provided by financing activities in 2000 included additional net borrowing of
$5,000,000 from a revolving credit agreement established in September 1999.
Payments on long-term debt in the 2000 nine-month period were $6,756,000
compared to $300,000 in 1999. Dividends paid totaled $8,349,000 during the 2000
nine-month period. In the 1999 nine-month period, the Company repurchased 50,000
shares of common stock for $897,000 and paid dividends of $8,065,000.
CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, meet capital
expenditure 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 $120,000,000 is currently outstanding used primarily for the
Industrial Filtration Acquisitions and the acquisitions in fiscal 2000. During
the 2000 nine-month period, the Company increased the amount used on the credit
facility to meet the cash needs for acquisitions, capital expenditures and other
working capital requirements. Principal payments on long-term debt will be
approximately $6,800,000 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
$68,509,000 compared to $47,997,000 in 1999. Capital expenditures in fiscal year
2000 may now total approximately $35,000,000 compared to the total of
$21,822,000 in 1999. The actual amount for 2000 will depend on the timing of
certain programs and on the delivery of specific equipment. The 2000 spending
will be higher than earlier expected due to additional capacity requirements to
support increasing demand for environmental air filtration products, sand
control filters used in oil drilling and metal lithography. These additional
projects include adding capacity in Campbellsville, Kentucky and Rockford,
Illinois for air filtration manufacturing and in Greensboro, North Carolina for
sand control filters which are currently a modest part of the Company's overall
sales. A new state-of-the-art lithography line will be installed at the
Rockford, Illinois packaging facility and is expected to be operational by the
third quarter of 2001. The total amount also includes capital expenditures to
increase other production capacity, reduce manufacturing costs, develop new
products and integrate and improve the businesses acquired in 1999.
The Company's financial position at the end of the third quarter reflected
additional investments in working capital to support the level of business
activity for fiscal 2000 and the acquisitions made in 1999 and 2000. Cash and
short-term investments totaled $8,980,000 at the end of the quarter, a decrease
from $14,745,000 at year-end 1999. Accounts receivable increased to $108,359,000
and inventory increased to $101,167,000 at the end of the third quarter 2000 due
to higher sales
Page 12 of 16
<PAGE> 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
activities. The current ratio at the end of the third quarter was 2.4:1 compared
to 2.3:1 at the end of fiscal 1999. The current year ratio of long-term debt to
total capitalization was 38.6% compared to the level at year-end of 40.9%.
At August 26, 2000, CLARCOR had 24,323,422 shares of common stock outstanding
including 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. As discussed in Note 6 to the
Consolidated Condensed Financial Statements included in this Form 10-Q, the
Company has entered into various interest rate agreements and may enter into
additional interest rate agreements depending on market conditions. 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.
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.
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. SAB 101 will be effective for the Company in fiscal
2001 and the Company expects to fully review the guidance provided in SAB 101
during fiscal 2000.
Outlook
The order rate in each of the Company's business segments continues to be good
and includes new product introductions and additional distribution of the
Company's existing product lines. The integration of acquired businesses
continues and additional product demand will be met by adding new facilities and
increasing production capacity. These activities have been designed to make
CLARCOR a total filter supplier by offering a full range of air and liquid
filters to its customers. Recently increasing costs may, however, impact margins
for the remainder of 2000 and 2001. A combination of items, none individually
significant, could affect the Company's operating margins including increases in
raw material, labor, health care and energy costs. Currency fluctuations,
particularly in Europe, and further increases in interest rates may also affect
the Company's net earnings. Additionally, the new manufacturing facilities and
production lines must become operational quickly and efficiently. Although it is
too soon to accurately predict the effect from these factors, it is possible
that selective price increases, reductions in headcount and discretionary
spending, and continued productivity improvements may not totally offset
increased cost factors.
Page 13 of 16
<PAGE> 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
As a result, fiscal 2000 diluted earnings per share are expected to be $1.57 to
$1.61, an increase over fiscal 1999 of 11% to 13%, after excluding the one-time
gain of $0.04 per share in 1999. The Company remains committed to its long-term
objective of increasing earnings per share by 10% to 15% annually.
For the fourth quarter of fiscal 2000, the Engine/Mobile and the
Industrial/Environmental segment's sales and operating profit are expected to
increase compared to the 1999 fourth quarter. 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 the first nine months of fiscal 2000,
these businesses achieved many of the operating goals originally set at the
acquisition date, and integration activities are on schedule and will continue
throughout 2000 and 2001. This segment continues to have the most potential for
improved operating margins over the next few years. 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, given current indications of
demand, sales and margins are expected to improve after the new lithography
equipment is fully operational in the third quarter of 2001. However, the
segment's sales and operating profits are expected to be lower in the fourth
quarter of 2000 than in 1999 due to lower promotional packaging and plastic
closure sales.
CLARCOR continues to produce a very strong, stable cash flow. EBITDA should
exceed $90 million for fiscal 2000, a 25% increase over 1999. Capital
expenditure spending is expected to increase during the fourth quarter due to
capacity additions and improvements 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,
labor availability and related costs, product life cycles, raw material costs,
energy costs, and purchasing patterns of distributors and customers; competitive
conditions in the industry; business cycles affecting the markets in which the
Company's products are sold; the effectiveness of plant conversions, plant
expansions and productivity improvement programs; the management of both growth
and acquisitions; the fluctuation in foreign and U.S. currency exchange rates;
the fluctuation in interest rates, primarily LIBOR, which affects 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 14 of 16
<PAGE> 16
Part II - Other Information
---------------------------
Item 6a - Exhibit 27 Financial Data Schedule.
Item 6b - The Company did not file any Form 8-Ks during the quarter ended
August 26, 2000.
Page 15 of 16
<PAGE> 17
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)
September 21, 2000 By /s/ Bruce A. Klein
------------------------ -----------------------------------------------
(Date) Bruce A. Klein, Vice President - Finance
and Chief Financial Officer
Page 16 of 16
