Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
-------
FORM 10-Q
QUARTERLY REPORT
-------
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
-------
For the quarter ended August 30, 2003
-------
REGISTRANT: CLARCOR Inc. (Delaware)
-------
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended August 30, 2003
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to ________
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 by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2) 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.
25,300,832 common shares outstanding
-------------------------------------------------------
Page 1
Part I - Item 1
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
----------
August 30, November 30,
ASSETS 2003 2002
----------- ------------
(unaudited)
Current assets:
Cash and short-term cash investments $ 9,493 $ 13,747
Accounts receivable, less allowance for losses
of $7,441 for 2003 and $7,020 for 2002 118,952 121,482
Inventories:
Raw materials 38,061 34,313
Work in process 13,199 10,897
Finished products 54,322 56,636
--------- ---------
Total inventories 105,582 101,846
--------- ---------
Prepaid expenses and other current assets 6,643 5,576
Deferred income taxes 15,924 17,095
--------- ---------
Total current assets 256,594 259,746
--------- ---------
Plant assets at cost, 298,540 290,302
less accumulated depreciation (171,317) (157,410)
--------- ---------
127,223 132,892
--------- ---------
Goodwill 82,381 81,658
Trademarks 29,476 29,483
Other acquired intangibles, less accumulated amortization 10,381 11,388
Pension assets 21,015 21,771
Other noncurrent assets 10,118 9,181
--------- ---------
$ 537,188 $ 546,119
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 5,815 $ 68,456
Accounts payable 46,410 50,350
Income taxes 6,829 8,061
Accrued employee compensation 19,050 20,688
Other accrued liabilities 30,831 26,700
--------- ---------
Total current liabilities 108,935 174,255
--------- ---------
Long-term debt, less current portion 40,100 22,648
Pension liabilities 8,311 7,823
Deferred income taxes 19,227 19,045
Other long-term liabilities 7,264 6,351
Minority interests 647 536
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 25,301 24,919
Capital in excess of par value 20,030 12,854
Accumulated other comprehensive earnings (4,231) (6,187)
Retained earnings 311,604 283,875
--------- ---------
352,704 315,461
--------- ---------
$ 537,188 $ 546,119
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 2
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
----------
Quarter Ended Nine Months Ended
------------------------------ ------------------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
------------ ------------ ------------ ------------
Net sales $ 190,647 $ 189,368 $ 547,916 $ 524,140
Cost of sales 134,493 135,810 386,814 374,572
------------ ------------ ------------ ------------
Gross profit 56,154 53,558 161,102 149,568
Selling and administrative expenses 33,499 33,041 102,422 95,849
------------ ------------ ------------ ------------
Operating profit 22,655 20,517 58,680 53,719
------------ ------------ ------------ ------------
Other income (expense):
Interest expense (357) (1,526) (1,331) (5,320)
Interest income 59 88 189 373
Other, net 227 (2) 742 (538)
------------ ------------ ------------ ------------
(71) (1,440) (400) (5,485)
------------ ------------ ------------ ------------
Earnings before income taxes
and minority interests 22,584 19,077 58,280 48,234
Provision for income taxes 8,239 6,884 21,254 17,419
------------ ------------ ------------ ------------
Earnings before minority interests 14,345 12,193 37,026 30,815
Minority interests in earnings of subsidiaries (41) (8) (79) (25)
------------ ------------ ------------ ------------
Net earnings $ 14,304 $ 12,185 $ 36,947 $ 30,790
============ ============ ============ ============
Net earnings per common share:
Basic $ 0.57 $ 0.49 $ 1.48 $ 1.24
============ ============ ============ ============
Diluted $ 0.56 $ 0.48 $ 1.46 $ 1.22
============ ============ ============ ============
Average number of common shares outstanding:
Basic 25,174,259 24,896,048 25,046,912 24,817,964
============ ============ ============ ============
Diluted 25,534,741 25,300,904 25,280,719 25,187,422
============ ============ ============ ============
Dividends paid per share $ 0.1225 $ 0.1200 $ 0.3675 $ 0.3600
============ ============ ============ ============
See Notes to Consolidated Condensed Financial Statements
Page 3
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
----------
Nine Months Ended
-------------------------
August 30, August 31,
2003 2002
---------- ----------
Cash flows from operating activities:
Net earnings $ 36,947 $ 30,790
Depreciation 14,554 14,781
Amortization 681 545
Changes in assets and liabilities 1,306 17,348
Other, net 82 (63)
--------- ---------
Net cash provided by operating activities 53,570 63,401
--------- ---------
Cash flows from investing activities:
Additions to plant assets (8,877) (9,612)
Business acquisitions, net of cash acquired -- (6,559)
Other, net (3) 259
--------- ---------
Net cash used in investing activities (8,880) (15,912)
--------- ---------
Cash flows from financing activities:
Proceeds from line of credit 108,565 10,000
Payments on line of credit (148,444) (45,000)
Payments on long-term debt (5,310) (5,295)
Cash dividends paid (9,218) (8,922)
Other, net 5,246 1,850
--------- ---------
Net cash used in financing activities (49,161) (47,367)
--------- ---------
Net effect of exchange rate changes on cash 217 164
--------- ---------
Net change in cash and short-term cash investments (4,254) 286
Cash and short-term cash investments,
beginning of period 13,747 7,418
--------- ---------
Cash and short-term cash investments,
end of period $ 9,493 $ 7,704
========= =========
Cash paid during the period for:
Interest $ 1,564 $ 6,021
========= =========
Income taxes $ 16,346 $ 8,486
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 4
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
- --------------------------------------------------------------------------------
1. CONSOLIDATED FINANCIAL STATEMENTS
The November 30, 2002 consolidated balance sheet data was derived from
CLARCOR's year-end audited financial statements, but does not include all
disclosures required by accounting principles generally accepted in the
United States of America. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
accounting principles generally accepted in the United States of America
have been condensed or omitted.
The consolidated condensed balance sheet as of August 30, 2003, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended August 30, 2003,
and August 31, 2002, 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, 2002 annual report on Form 10-K. 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 30, 2003 are not necessarily indicative of the
operating results for the full year. Certain reclassifications have been
made to conform prior years' data to the current presentation. These
reclassifications had no effect on reported earnings.
2. ACQUISITIONS
On June 5, 2002, the Company acquired Locker Filtration Limited (Locker), a
Warrington, England manufacturer of heavy-duty air filters, diesel and gas
turbine air intake system filters and specialty filters. The Company
acquired Total Filter Technology (TFT), a process liquid filtration
manufacturer based in North Chelmsford, Massachusetts during third quarter
2002 and FilterSource, an air filtration distributor based in California
during fourth quarter 2002. The three acquisitions were purchased for
approximately $10,371 in cash and their results were included in the
Company's consolidated results of operations from the dates of acquisition.
Locker is included in the Engine/Mobile Filtration segment. TFT and
FilterSource are included in the Industrial/Environmental Filtration
segment. An allocation of the purchase price has been made to major
categories of assets and liabilities for each acquisition. The acquisitions
are not material to the results of the Company. During first quarter 2003,
the appraisal and other purchase accounting adjustments for TFT and
FilterSource were finalized resulting in an increase to goodwill of $417, a
decrease to trademarks of $7, and a decrease to other identifiable
definite-lived intangibles of $326. No additional purchase accounting
entries associated with the 2002 acquisitions are expected other than
entries to finalize deferred income taxes.
On June 4, 2001, the Company acquired the stock of several filtration
management companies. As a result of the acquisition, the companies were
combined into one company, Total Filtration Services, Inc. (TFS), and
included in the Industrial/Environmental Filtration segment from the date
of acquisition. The initial purchase price was based on the net assets of
the businesses acquired as shown on a June 4, 2001 balance sheet subject to
a final adjustment. During first quarter 2002, the purchase price was
finalized resulting in a $3,694 payment by the seller to the Company. A
decrease to goodwill of $3,954 was recorded primarily as a result of the
net settlement payment and entries associated with deferred income taxes,
the valuation of inventory acquired, and preacquisition contingencies
related to contract matters. No additional purchase accounting entries
associated with the TFS acquisition are expected other than entries to
finalize deferred income taxes.
Page 5
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
3. RECENT ACCOUNTING PRONOUNCEMENT
In November 2002, the Financial Accounting Standards Board issued FASB
Interpretation No. 45 (FIN 45), "Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness
of Others." FIN 45 requires that certain guarantees be recognized as
liabilities at fair value at their inception date and requires certain
disclosures by the guarantor in its financial statements about its
obligations. The Company has reviewed the provisions of FIN 45 relating to
initial recognition and measurement of guarantor liabilities, which are
effective for qualifying guarantees entered into or modified after December
31, 2002, and does not expect it to have a material impact on the Company's
financial statements. The disclosure requirements which were effective for
the quarter ended March 1, 2003 are described below.
The Company has provided letters of credit totaling approximately $23,676
to various government agencies, primarily related to industrial revenue
bonds and to insurance companies and other entities in support of its
obligations. The Company believes that no payments will be required
resulting from these accommodation obligations.
In the ordinary course of business, the Company also provides routine
indemnifications and other guarantees whose terms range in duration and
often are not explicitly defined. The Company does not believe these will
have a material impact on the results of operations or financial condition
of the Company.
The Company has a majority ownership interest in a consolidated affiliate
in which the Company has agreed, under certain conditions, to buy out the
minority owners' interest for an amount estimated not to exceed $700.
Warranties are recorded as a liability on the balance sheet and as charges
to current expense for estimated normal warranty costs and, if applicable,
for specific performance issues known to exist on products already sold.
The expenses estimated to be incurred are provided at the time of sale and
adjusted as needed, based primarily upon experience.
Changes in the Company's warranty accrual during the nine months ended
August 30, 2003 are as follows:
Balance at November 30, 2002 1,873
Accruals for warranties issued during the period 280
Accruals related to pre-existing warranties (373)
Settlements made during the period (236)
Other adjustments, including currency translation 100
-------
Balance at August 30, 2003, included in other current liabilities $ 1,644
=======
Page 6
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
4. GOODWILL AND INTANGIBLES
The following table summarizes the activity for acquired intangibles by
reporting unit for the nine months ended August 30, 2003. The acquisitions
are discussed in Note 2.
2003
-------------------------------------------------------------------------
Currency
Beginning Translation End of
of Year Acquisitions Adjustments Amortization Quarter
-------------------------------------------------------------------------
Goodwill:
Engine/Mobile Filtration $ 11,528 $ -- $ 304 $ -- $ 11,832
Industrial/Environmental Filtration 70,130 417 2 -- 70,549
Packaging -- -- -- -- --
-------------------------------------------------------------------------
$ 81,658 $ 417 $ 306 $ -- $ 82,381
=========================================================================
Trademarks:
Engine/Mobile Filtration $ 603 $ -- $ -- $ -- $ 603
Industrial/Environmental Filtration 28,880 (7) -- -- 28,873
Packaging -- -- -- -- --
-------------------------------------------------------------------------
$ 29,483 $ (7) $ -- $ -- $ 29,476
=========================================================================
Other acquired intangibles, gross:
Engine/Mobile Filtration $ 1,040 $ -- $ -- $ -- $ 1,040
Industrial/Environmental Filtration 13,430 (326) -- -- 13,104
Packaging -- -- -- -- --
-------------------------------------------------------------------------
14,470 (326) -- -- 14,144
Less accumulated amortization 3,082 -- -- 681 3,763
-------------------------------------------------------------------------
Other acquired intangibles, net $ 11,388 $ (326) $ -- $ 681 $ 10,381
=========================================================================
Amortization expense is estimated to be $895 in 2003, $759 in 2004, $755 in
2005, $720 in 2006, and $708 in 2007.
5. CREDIT AGREEMENT
In April 2003, the Company entered into a five-year multicurrency revolving
credit agreement with a group of participating financial institutions under
which it may borrow up to $165,000. This credit facility replaced a
$185,000 agreement that was to expire in September 2003. The replacement
agreement provides that loans may be made under a selection of currencies
and rate formulas. The interest rate is based upon either a defined Base
Rate or the London Interbank Offered Rate (LIBOR) plus or minus applicable
margins. Facility fees and other fees on the entire loan commitment are
payable for the duration of this facility. At August 30, 2003, $22,954 was
outstanding under this agreement and the average interest rate during the
quarter was 1.61%.
Borrowings under the credit facility are unsecured but are guaranteed by
subsidiaries of the Company. The agreement related to this borrowing
includes certain restrictive covenants that include maintaining minimum
consolidated net worth, limiting new borrowings, maintaining a minimum
interest coverage and restricting certain changes in ownership. This
agreement also includes a $40,000 letter of credit line subline, against
which $14,053 in letters of credit had been issued at August 30, 2003. The
Company is in compliance with all covenants related to debt agreements.
Page 7
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
6. STOCK-BASED COMPENSATION
In accordance with Statement of Financial Accounting Standards (SFAS) No.
123, "Accounting for Stock-Based Compensation," the Company accounts for
stock-based compensation using the intrinsic value method as prescribed
under Accounting Principles Board Opinion No. 25, "Accounting for Stock
Issued to Employees," and related Interpretations and provides the
disclosure-only provisions of SFAS No. 123. In December 2002, the Financial
Accounting Standards Board issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure," which amends SFAS No. 123,
providing alternative methods of accounting and requiring more prominent
and frequent disclosures of the effects of stock-based compensation under
the fair value-based method. The Company has adopted the interim disclosure
provisions effective for the interim period ending August 30, 2003.
If the Company had determined compensation expense for its stock-based
compensation plans based on the fair value at the grant dates consistent
with the method of SFAS No. 123 and SFAS No. 148, the Company's pro forma
net earnings and basic and diluted earnings per share (EPS) would have been
as follows:
Quarter Ended Nine Months Ended
---------------------------- --------------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Net earnings, as reported $ 14,304 $ 12,185 $ 36,947 $ 30,790
Less total stock-based compensation
expense under the fair value-based
method, net of tax (505) (603) (2,006) (1,455)
---------- ---------- ---------- ----------
Pro forma net earnings $ 13,799 $ 11,582 $ 34,941 $ 29,335
========== ========== ========== ==========
Basic EPS, as reported $ 0.57 $ 0.49 $ 1.48 $ 1.24
Pro forma basic EPS $ 0.55 $ 0.47 $ 1.40 $ 1.18
Diluted EPS, as reported $ 0.56 $ 0.48 $ 1.46 $ 1.22
Pro forma diluted EPS $ 0.54 $ 0.46 $ 1.38 $ 1.16
The fair value of each option grant is estimated on the date of grant using
the Black-Scholes option pricing model with the following weighted average
assumptions for the quarter and nine months ended August 30, 2003 and
August 31, 2002, respectively. Adjustments for forfeitures are made as they
occur.
Quarter Ended Nine Months Ended
------------------------- ----------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
--------- ---------- --------- ----------
Risk-free interest rate 3.87% 4.70% 3.87% 4.70%
Expected dividend yield 1.58% 1.91% 1.58% 1.91%
Expected volatility factor 22.80% 25.50% 22.80% 25.50%
Expected option term (in years) 7.0 7.0 7.0 7.0
Page 8
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
7. EARNINGS PER SHARE
The Company calculates earnings per share according to Statement of
Financial Accounting Standards No. 128, "Earnings per Share." Diluted
earnings per share reflects the impact of outstanding stock options and
restricted stock as if exercised during the periods presented using the
treasury stock method.
The following table provides a reconciliation of the numerators and
denominators utilized in the calculation of basic and diluted earnings per
share:
Quarter Ended Nine Months Ended
--------------------------- ---------------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
----------- ----------- ----------- -----------
Net Earnings $ 14,304 $ 12,185 $ 36,947 $ 30,790
Basic EPS:
Weighted average number of common
shares outstanding 25,174,259 24,896,048 25,046,912 24,817,964
Basic per share amount $ 0.57 $ 0.49 $ 1.48 $ 1.24
=========== =========== =========== ===========
Diluted EPS:
Weighted average number of common
shares outstanding 25,174,259 24,896,048 25,046,912 24,817,964
Dilutive effect of stock options 360,482 404,856 233,807 369,458
----------- ----------- ----------- -----------
Diluted weighted average number of
common shares outstanding 25,534,741 25,300,904 25,280,719 25,187,422
Diluted per share amount $ 0.56 $ 0.48 $ 1.46 $ 1.22
=========== =========== =========== ===========
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:
Quarter Ended Nine Months Ended
------------------------ -------------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
---------- ----------- ---------- ----------
Options -- 60,187 55,171 60,187
Weighted Average Exercise Price -- $31.66 $36.79 $31.66
For the nine months ended August 30, 2003, exercises of stock options added
$6,616 to capital in excess of par value.
Page 9
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
8. COMPREHENSIVE EARNINGS
The Company's total comprehensive earnings and its components are as
follows:
Quarter Ended Nine Months Ended
------------------------ -------------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
---------- ---------- ---------- ----------
Net earnings $ 14,304 $ 12,185 $ 36,947 $ 30,790
Other comprehensive earnings, net of tax:
Cash flow hedges:
Unrealized gain on derivative instrument -- 535 -- 1,363
Foreign currency translation adjustments (1,253) 1,987 1,956 2,533
-------- -------- -------- --------
Total comprehensive earnings $ 13,051 $ 14,707 $ 38,903 $ 34,686
======== ======== ======== ========
9. CONTINGENCIES
The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings
relating to environmental issues. The U.S. Environmental Protection Agency
(EPA) and/or other responsible state agencies have designated the Company
as a potentially responsible party (PRP), along with other companies, in
remedial activities for the cleanup of waste sites under the federal
Superfund statute.
Although it is not certain what future environmental claims, if any, may be
asserted, the Company currently believes that its potential liability for
known environmental matters does not exceed its present accrual of $50.
However, environmental and related remediation costs are difficult to
quantify for a number of reasons, including the number of parties involved,
the difficulty in determining the extent of the contamination, the length
of time remediation may require, the complexity of the environmental
regulation and the continuing advancement of remediation technology.
Applicable federal law may impose joint and several liability on each PRP
for the cleanup.
It is the opinion of management, after consultation with legal counsel that
additional liabilities, if any, resulting from these legal or environmental
issues, are not expected to have a material adverse effect on the Company's
financial condition or consolidated results of operations.
10. 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 months ended August 30, 2003 and August 31,
2002, 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.
Page 10
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
- --------------------------------------------------------------------------------
10. SEGMENT DATA, Continued
Quarter Ended Nine Months Ended
-------------------------- -------------------------
August 30, August 31, August 30, August 31,
2003 2002 2003 2002
---------- ----------- ---------- ----------
Net sales:
Engine/Mobile Filtration $ 73,815 $ 70,385 $ 213,657 $ 192,984
Industrial/Environmental Filtration 98,683 101,174 284,904 281,501
Packaging 18,149 17,809 49,355 49,655
--------- --------- --------- ---------
$ 190,647 $ 189,368 $ 547,916 $ 524,140
========= ========= ========= =========
Operating profit:
Engine/Mobile Filtration $ 15,137 $ 13,358 $ 42,076 $ 37,785
Industrial/Environmental Filtration 6,218 5,994 14,008 13,196
Packaging 1,300 1,165 2,596 2,738
--------- --------- --------- ---------
22,655 20,517 58,680 53,719
Other income (expense) (71) (1,440) (400) (5,485)
--------- --------- --------- ---------
Earnings before income taxes and
minority earnings $ 22,584 $ 19,077 $ 58,280 $ 48,234
========= ========= ========= =========
Identifiable assets:
Engine/Mobile Filtration $ 148,613 $ 145,198
Industrial/Environmental Filtration 294,573 300,723
Packaging 43,407 45,384
Corporate 50,595 46,516
--------- ---------
$ 537,188 $ 537,821
========= =========
Page 11
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: THIRD QUARTER OF 2003 COMPARED WITH THIRD QUARTER OF
2002.
CLARCOR reported increased sales, operating profit and net earnings for the 2003
third quarter compared to the same quarter in 2002. Both the 2003 quarter and
the 2002 quarter include the results of operations from Locker Filtration since
that acquisition occurred at the beginning of the 2002 third quarter.
Net sales of $190,647,000 increased 0.7% from $189,368,000 reported for the
third quarter of 2002. The sales increase resulted from growth in the
Engine/Mobile and Packaging segments. The Industrial/Environmental segment
reported reduced sales compared to the third quarter of 2002. Changes in
currency translation rates favorably impacted sales for the quarter by
approximately one and one-half points.
The Engine/Mobile Filtration segment reported increased sales of 4.9% to
$73,815,000 from $70,385,000 in 2002. The sales increase was primarily from
growth in the heavy-duty and railroad filter markets. Of the five points in
sales growth for the quarter, selective price changes and favorable currency
translation rates accounted for approximately three points of the change.
The Company's Industrial/Environmental Filtration segment recorded a 2.5%
overall decrease in sales to $98,683,000 for the 2003 third quarter. The segment
recorded sales increases due to increased demand domestically and
internationally for filters sold for aviation and oil drilling applications.
Favorable currency translation rates increased sales approximately one and
one-half points in the quarter. Offsetting those increases were lower sales of
filters and filtration equipment sold into capital goods markets and for
automotive manufacturing applications. HVAC filter sales, for both residential
and commercial markets, were also lower. The third quarter sales levels overall
were lower than expected due to slower growth in the domestic economy,
especially related to automotive manufacturing facilities.
The Packaging segment reported sales of $18,149,000 compared to $17,809,000 in
2002, an increase of 1.9%. This increase resulted primarily from increased sales
of metal packaging products that offset slightly lower sales of plastic
products. Sales of metal packaging increased in the quarter as a result of the
segment's continued focus on recurring metal lithography business.
Operating profit for third quarter 2003 was $22,655,000 compared to $20,517,000
in 2002, a 10.4% increase. This increase came from improved operating profit in
each of the business segments. Operating margin improved to 11.9% compared to
10.8% reported in the prior year. The margin improvement resulted primarily from
cost reduction programs and productivity improvement plans that continue to be
implemented throughout each of the business segments.
The Engine/Mobile Filtration segment recorded an increase in operating profit of
13.3% compared to the 2002 third quarter. This increase resulted primarily from
sales growth, cost controls and productivity improvements. Even though costs
related to pensions and employee benefit plans have increased, operating margin
increased due to certain raw material cost reductions and improved capacity and
resource utilization. The segment's operating margin was 20.5% compared to 19.0%
recorded in the third quarter of 2002.
Page 12
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
The Industrial/Environmental Filtration segment reported operating profit of
$6,218,000 in 2003 compared to $5,994,000 in the 2002 third quarter. This
increase resulted primarily from higher sales of filters used in aviation and
oil drilling applications. This increase in profits more than offset a reduction
in profit resulting from low sales levels of filtration equipment, HVAC filters
and filters used in automotive manufacturing. In addition, costs continued to be
incurred during the 2003 quarter related to rationalizing product lines and
reorganizing certain distribution and manufacturing facilities that are expected
to lead to improved margins in future periods.
The Packaging segment's operating profit in the 2003 quarter was $1,300,000
compared to $1,165,000 in 2002. The increase resulted primarily from increased
metal product sales and improved productivity and utilization of facilities
during the 2003 quarter.
Net other expense for the quarter of $71,000 was a significant improvement over
net other expense of $1,440,000 reported for the 2002 quarter. The improvement
primarily resulted from reduced interest expense due to reduced interest rates
and significantly lower debt balances during the 2003 quarter. In addition,
currency exchange gains of $257,000 were recorded in the 2003 quarter compared
to currency gains of $132,000 in the 2002 quarter.
Earnings before income taxes and minority interests for the third quarter of
2003 totaled $22,584,000, compared to $19,077,000 in the comparable quarter last
year. The provision for income taxes in 2003 was $8,239,000 compared to
$6,884,000 in 2002. The effective tax rate was 36.5% in 2003 and 36.1% in 2002.
Net earnings in the third quarter of the current year were $14,304,000, or $0.56
per share on a diluted basis. Net earnings in the third quarter of 2002 were
$12,185,000, or $0.48 per share on a diluted basis. Diluted average shares
outstanding were 25,534,741 for the third quarter of 2003, an increase of 0.9%
from the average of 25,300,904 for the 2002 quarter.
NINE MONTHS OF 2003 COMPARED TO NINE MONTHS OF 2002.
Net sales increased to $547,916,000 from $524,140,000 in 2002, a 4.5% increase.
The sales increase includes approximately $8,800,000 recorded in the 2003
six-month period from the Locker acquisition that occurred at the beginning of
the 2002 third quarter. Sales increases were recorded in both of the filtration
segments that more than offset a slight decrease in packaging segment sales.
Approximately one point of the increase in sales is due to favorable currency
exchange rates.
The Engine/Mobile Filtration segment reported sales of $213,657,000 in the 2003
period compared to $192,984,000 in the 2002 nine-month period. The sales
increase was primarily from Locker and heavy-duty filter sales growth. The
heavy-duty sales growth resulted from new sales and marketing initiatives begun
early in 2002 focusing on market penetration programs designed to add new
distribution and strengthen current distribution of heavy-duty filters.
Selective price changes and favorable currency exchange rates accounted for
approximately three points of the sales increase.
The Industrial/Environmental Filtration segment reported sales of $284,904,000,
a 1.2% increase over 2002 nine-month sales of $281,501,000. This increase
resulted primarily from increased sales of filters used in aviation and oil
drilling applications both domestically and internationally. This improvement
offset reduced sales of HVAC filters, air quality equipment and filters used in
Page 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
automotive manufacturing operations. Approximately one point of the overall
sales increase was related to favorable currency translation during the 2003
nine-month period.
Packaging segment sales of $49,355,000 were 0.6% lower than the 2002 nine-month
period. The reduction was primarily due to lower sales of plastic packaging
closures as sales of metal packaging products were higher for the nine-month
period.
Operating profit for the 2003 nine-month period totaled $58,680,000 compared to
$53,719,000 in 2002, an increase of 9.2%. The improvement in operating profit
resulted from sales growth and productivity improvements that more than offset
cost increases for pensions, health care, employee incentive plans and
insurance. Cost reduction programs and productivity improvement plans continue
to be implemented throughout each of the business segments.
The Engine/Mobile Filtration segment reported operating profit of $42,076,000
for the nine-month period, an 11.4% increase over the 2002 period. The
improvement in operating profit resulted primarily from sales growth and
productivity improvements that offset higher costs for insurance and employee
benefit programs. Favorable currency translation fluctuations increased
operating profit approximately one and one-half points. The segment's operating
margin was 19.7% compared to 19.6% reported for the 2002 nine-month period. The
segment's operating margin in 2003 was reduced by approximately one point due to
Locker.
The Industrial/Environmental Filtration segment reported operating profit of
$14,008,000 compared to $13,196,000 for the 2002 nine-month period. This
increase of 6.2% resulted from sales growth and cost reduction and productivity
improvement programs that more than offset increased costs for employee benefit
programs and insurance. Costs continue to be incurred for product line
rationalization and the reorganization of distribution and manufacturing
facilities. These efforts are expected to improve margins in future periods as a
result of greater production efficiencies and the reduction of duplicative
costs.
The Packaging segment reported operating profit of $2,596,000 for the 2003
nine-month period compared to $2,738,000 in the 2002 period. The decrease
resulted primarily from reduced plastic product sales and reduced utilization of
facilities related to plastic packaging products in the 2003 period. The segment
also incurred increased costs for employee benefit programs and insurance.
Net other expense for the nine-month 2003 period totaled $400,000 compared to
$5,485,000 for 2002. The reduction was primarily related to lower interest
expense as a result of reduced interest rates and debt balances. In addition,
due to fluctuations in currency exchange rates, currency gains of $1,003,000
related to transactions denominated in currencies other than U.S. dollars were
recorded in the 2003 period compared to losses in 2002.
Earnings before income taxes and minority interests for the 2003 nine-month
period totaled $58,280,000, compared to $48,234,000 in the prior year period.
The provision for income taxes in 2003 was $21,254,000 compared to $17,419,000
in 2002. The effective rate was 36.5% in 2003 and 36.1% in 2002. The Company
expects the effective tax rate for fiscal 2003 will be approximately 36.5%.
Net earnings in the 2003 nine-month period were $36,947,000, or $1.46 per share
on a diluted basis. Net earnings in the 2002 nine-month period were $30,790,000,
or $1.22 per share on a
Page 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
diluted basis. Diluted average shares outstanding were 25,280,719 for the 2003
period and 25,187,422 for the 2002 nine-month period. The increase of 0.4% is
primarily due to grants of stock-based incentives.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities totaled $53,570,000 for the 2003
nine-month period compared to $63,401,000 in 2002. The lower amount in 2003 was
due to a reduction in net assets of $1,306,000 in 2003 compared to a larger
reduction in net assets of $17,348,000 in the 2002 period. One of the more
significant changes in working capital investment between the two periods
relates to $3,716,000 for increased inventories in 2003 as a result of expected
sales levels for the remainder of 2003. In the 2002 nine-month period,
inventories were reduced by $2,702,000. In 2003, cash flows for investing
activities totaled $8,880,000 and were primarily for additions to plant assets.
Cash flows from investing activities in the 2002 nine-month period included
$10,253,000 for acquisitions made in the third quarter of 2002 offset by
$3,694,000 received in settlement of purchase agreement adjustments from the
sellers of a business previously acquired by CLARCOR. In the 2002 nine-month
period, $9,612,000 was used for additions to plant assets. Cash flows used in
financing activities of $49,161,000 in 2003 included net repayments on debt
agreements of $45,189,000 and dividend payments of $9,218,000. Included in the
net debt repayments in 2003 was the final repayment on a credit facility that
was to expire in September 2003 and the proceeds related to a $165,000,000
replacement facility as described in Note 5 to the consolidated condensed
financial statements. Cash flows used in financing activities were $47,367,000
in 2002 and included net repayments on debt agreements of $40,295,000 and
dividend payments of $8,922,000.
CLARCOR's current operations continue to generate cash and sufficient lines of
credit remain available to fund current operating needs, pay dividends, fund
planned capital expenditures, and provide for interest payments and required
principal payments related to the Company's debt agreements. As mentioned
earlier, a $165,000,000 replacement credit facility with a group of financial
institutions was finalized during the second quarter of 2003. At the end of the
third quarter of 2003, $22,954,000 was the outstanding balance under this
multicurrency revolving credit facility with $14,053,000 outstanding for letters
of credit. At the end of the third quarter of 2003, $127,993,000 remained
available to the Company for future borrowings under this agreement which
expires in April 2008. Although no payments are required on the replacement
credit facility, the Company expects to continue to use excess cash in fiscal
2003 to further reduce outstanding borrowings. Principal payments on other
long-term debt will be approximately $5,600,000 in fiscal 2003. The Company is
in compliance with all covenants related to debt agreements. Capital
expenditures in fiscal year 2003 are expected to be approximately $14,000,000 to
$17,000,000 compared to a total of $12,204,000 in 2002. The 2003 expenditures
will be used primarily for normal facility improvements, productivity
improvements, health and safety measures, and to support new products. During
the fourth quarter of 2003, the Company may elect to make a pension plan
contribution of approximately $5,000,000 to $7,000,000 based on the value of
pension assets during the fourth quarter.
Off-Balance Sheet Arrangements - The Company's off-balance sheet arrangements
relate to various operating leases. Commitments for noncancelable leases in 2003
total approximately $8,500,000. The Company had no derivative, swap, hedge or
special purpose entity agreements at anytime during 2003.
Page 15
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
While changes in customer demand for the Company's products will affect
operating cash flow, the Company is not aware of any known trends, demands or
reasonably likely events, which would materially affect cash flow from
operations in the future. It is possible that business acquisitions or
dispositions could be made in the future that may affect operating cash flows
and may require changes in the Company's debt and capitalization.
The Company's financial position at the end of the third quarter reflected
reduced cash as a result of payments made on outstanding debt agreements. Cash
and short-term investments totaled $9,493,000 at the end of the quarter, a
reduction from $13,747,000 at year-end 2002. At the end of the third quarter
2003 compared to year-end 2002, accounts receivable were reduced by $2,530,000
primarily due to lower sales in the third quarter of 2003 compared to the fourth
quarter of 2002. Inventories increased $3,736,000 from the year-end level due to
inventory requirements for increased shipments expected for the remainder of
2003. The changes in accounts receivable and inventories at the end of the third
quarter were consistent with expected seasonality requirements and changes in
business activity levels between fiscal quarters. Current liabilities were
$108,935,000 at the end of the 2003 quarter and compare to the year-end 2002
balance of $174,255,000 which included $62,833,000 for the previous revolving
credit agreement that was to expire in September 2003. The current ratio at the
end of the third quarter was 2.4 compared to 1.5 at the end of fiscal 2002.
During the nine-month period of 2003, $45,189,000 was repaid on debt agreements
that reduced total debt to $45,915,000 from $91,104,000 at year-end 2002. The
ratio of total debt to total capitalization (debt plus shareholders' equity) was
11.5% at the end of the 2003 third quarter compared to the year-end 2002 level
of 22.4%. At the end of the third quarter 2003, CLARCOR had 25,300,832 shares of
common stock outstanding.
OTHER MATTERS
Market Risk
The Company's interest expense on long-term debt is sensitive to changes in
interest rates. In 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. Market risks are also discussed in the
Company's Annual Report and Form 10-K for the year ended November 30, 2002 (the
"Annual Report") in the Financial Review on page 10. The replacement credit
facility as described above and in Note 5 to the consolidated condensed
financial statements did not have a material impact on the amounts provided in
the Company's Annual Report and Form 10-K related to changes in interest rates.
Critical Accounting Policies
The Company's accounting policies, including the assumptions and judgments
underlying them, are disclosed in the Company's Annual Report in the Financial
Review on pages 10-11 and in the Notes to the Consolidated Financial Statements
on pages 16-24 and in the Notes to the consolidated condensed financial
statements included herein. These policies have been consistently applied in all
material respects and address such matters as revenue recognition, depreciation
methods, inventory valuation, asset impairment recognition, business combination
accounting and pension and postretirement benefits. While the estimates and
judgments associated with the application of these policies may be affected by
different assumptions or conditions, the Company believes the estimates and
judgments associated with the reported amounts are appropriate in the
circumstances.
Page 16
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Recent Accounting Pronouncements
The Financial Accounting Standards Board (FASB) recently issued Statement of
Financial Accounting Standards (SFAS) No. 143, "Accounting for Asset Retirement
Obligations," SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," and SFAS No. 146, "Accounting for Costs Associated with Exit
or Disposal Activities." These standards are effective for the Company beginning
in fiscal 2003 and they are not expected to have a material impact on the
Company's results of operations or financial condition.
In November 2002, the FASB issued Interpretation No. 45 (FIN 45), "Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others." The interpretation requires disclosure in
periodic financial statements of certain guarantee arrangements. The
implementation of this interpretation requires certain disclosures regarding
guarantees of the indebtedness of others as provided in Note 3 to the
consolidated condensed financial statements. The requirements of FIN 45 did not
have a significant impact on the Company's results of operations or financial
condition.
In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock-Based
Compensation - Transition and Disclosure." SFAS 148 provides alternative methods
of transition for a voluntary change to the fair value based method of
accounting for stock-based employee compensation and amends certain requirements
of SFAS No. 123. The transition provisions are effective for the Company in
fiscal 2003 and the disclosure requirements were effective for the Company
beginning with its second quarter 2003 consolidated financial statements. The
Company currently plans to continue to apply the intrinsic value method to
account for stock-based employee compensation. Diluted earnings per share would
have been reduced by approximately $0.08 for the nine-month 2003 period based on
the fair value calculation as described in Note 6 in the consolidated condensed
financial statements.
Outlook
The Company continues to focus on sales growth and cost reduction efforts that
are expected to result in diluted earnings per share for 2003 in the $2.00 to
$2.05 range. The Company's focus on sales growth initiatives includes the Total
Filtration Program, adding additional filtration service revenue, improving
distribution and market coverage and adding new products. These sales
initiatives are important and appropriate resources will continue to be used to
make these programs successful. In addition, product and facility
rationalization efforts will continue to improve capacity utilization and
productivity. Although some additional costs related to these efforts may be
incurred during the remainder of 2003 and in 2004, improved margins specifically
related to the Industrial/Environmental segment are expected as a result of
greater production efficiencies and lower operating costs. The Company continues
to make progress towards achieving 10% operating margin for the
Industrial/Environmental segment.
Continued emphasis on cost reductions within each business unit is expected to
offset cost increases for employee benefit programs and insurance. Due to
reduced pension asset valuations and lower discount and asset return rates,
pension expense is expected to increase by approximately $2,000,000 in fiscal
2003 from 2002. Costs for energy, property and liability insurance and pensions
are particularly impacted by economic conditions and by interest rates,
Page 17
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
stock market valuations and reinsurance availability. These costs for the
Company may change significantly based on future changes in the U.S. and world
economies. Capital investments will continue to be made in each segment's
facilities to improve productivity and to support the Total Filtration Program
and development of new products. While the Company fully anticipates that sales
and profits will improve as a result of sales initiatives and cost reductions,
the Company has developed contingency plans to reduce discretionary spending if
recessionary economic conditions persist.
Subsequent to August 30, 2003, the Company announced several changes to certain
of its employee benefit plans. Previously, the Company's employees were covered
by a variety of plans and the purpose of these changes is to harmonize benefit
programs throughout the Company's domestic operations. These changes are not
expected to have a material adverse effect on the results of operations in 2003
or in future periods; however, until benefit selections have been made by our
employees, and this will not be completed until early 2004, we are unable to
fully estimate the impact of these changes on periods beginning in 2004.
CLARCOR continues to assess acquisition opportunities, primarily in related
filtration businesses. It is expected that these acquisitions would expand the
Company's market base, distribution coverage and product offerings.
FORWARD-LOOKING INFORMATION IS SUBJECT TO RISK AND UNCERTAINTY
Certain statements quoted in the body of this report, and statements in the
"Outlook" section of this report are forward-looking. These statements involve
risk and uncertainty. Actual future results and trends may differ materially
depending on a variety of factors including: the volume and timing of orders
received during the period; the mix of changes in distribution channels through
which the Company's products are sold; the success of the Company's Total
Filtration Program and other sales and marketing programs; 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, insurance, pension, energy costs, and
purchasing patterns of distributors and customers; competitive conditions in the
industry; business cycles affecting the markets in which the Company's products
are sold; the effectiveness of plant conversions, plant expansions and
productivity improvement programs; the management of both growth and
acquisitions; the fluctuation in interest rates, primarily LIBOR, which affect
the cost of borrowing under its revolving credit facility; the fluctuation in
foreign and U.S. currency exchange rates; extraordinary events such as
litigation, acquisitions or divestitures including related charges; market
disruptions caused by domestic or international conflicts; 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 18
Part I - Item 3. Quantitative and Qualitative Disclosure About Market Risk.
The information required hereunder is set forth on Page 13 of the Quarterly
Report under the captions "Management's Discussion and Analysis - Other
Matters - Market Risk."
Part I - Item 4. Controls and Procedures.
The Company has established disclosure controls and procedures which are
designed to ensure that information required to be disclosed in reports
filed or submitted under the Securities Exchange Act of 1934 are recorded,
processed, summarized, and reported within the time periods specified in
the Securities and Exchange Commission's rules and forms. Norman E.
Johnson, Chairman of the Board, President, and Chief Executive Officer and
Bruce A. Klein, Vice President - Finance and Chief Financial Officer,
evaluated the effectiveness of the Company's disclosure controls and
procedures as of August 30, 2003. Based on their evaluation, they concluded
that the Company's disclosure controls and procedures were effective in
achieving the objectives for which they were designed. No change in the
Company's internal control over financial reporting occurred during the
Company's most recent fiscal quarter ended August 30, 2003 that has
materially affected, or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
Page 19
Part II - Other Information
Item 6 Exhibits and Reports on Form 8K
a. Exhibits:
31(i) Certification of Norman E. Johnson pursuant to Section 302
of the Sarbanes-Oxley Act of 2002
31(ii) Certification of Bruce A. Klein pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32(i) Certification pursuant to 18 U.S.C. Section 1350 as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
c. Report Filed on Form 8-K During the Third Quarter Ended August 30, 2003.
Form 8-K dated June 18, 2003, reporting Item 7--Financial
Statements and Exhibits and Item 5--Other Events. Item 7 (c)
included an exhibit 99.1, "CLARCOR Press Release dated June
18, 2003".
Page 20
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 19, 2003 By /s/ Norman E. Johnson
- ------------------------ -----------------------------------
(Date) Norman E. Johnson
Chairman of the Board, President
and Chief Executive Officer
September 19, 2003 By /s/ Bruce A. Klein
- ------------------------ -----------------------------------
(Date) Bruce A. Klein
Vice President - Finance and
Chief Financial Officer
Page 21