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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 10-Q
QUARTERLY REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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For the quarter ended February 26, 2005
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REGISTRANT: CLARCOR Inc. (Delaware)
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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 SECURTIES EXCHANGE ACT OF 1934
For the quarterly period ended February 26, 2005
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.)
840 Crescent Centre Drive, Suite 600, Franklin, TN 37067
- ------------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 615-771-3100
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.
25,759,944 common shares outstanding
-------------------------------------------------
Page 1
Part I - Item 1
CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
February 26, November 30,
2005 2004
------------ ------------
(unaudited)
ASSETS
Current assets:
Cash and short-term cash investments $ 16,181 $ 22,520
Accounts receivable, less allowance for losses
of $9,949 for 2005 and $9,557 for 2004 138,256 143,719
Inventories:
Raw materials 41,907 39,630
Work in process 18,006 14,432
Finished products 62,285 61,509
--------- ---------
Total inventories 122,198 115,571
--------- ---------
Prepaid expenses and other current assets 4,969 5,111
Deferred income taxes 17,255 17,069
--------- ---------
Total current assets 298,859 303,990
--------- ---------
Plant assets at cost, 334,584 331,170
less accumulated depreciation (193,963) (188,928)
--------- ---------
140,621 142,242
--------- ---------
Goodwill 103,371 103,174
Trademarks 29,494 29,494
Customer relationships, less accumulated amortization 7,722 7,845
Other acquired intangibles, less accumulated amortization 7,086 7,276
Pension assets 24,521 24,574
Other noncurrent assets 9,326 9,202
--------- ---------
$ 621,000 $ 627,797
========= =========
LIABILITIES
Current liabilities:
Current portion of long-term debt $ 306 $ 420
Accounts payable 53,751 63,605
Income taxes 10,644 7,993
Accrued employee compensation 13,072 23,768
Other accrued liabilities 33,305 30,486
--------- ---------
Total current liabilities 111,078 126,272
--------- ---------
Long-term debt, less current portion 16,042 24,130
Postretirement health care benefits 4,352 4,380
Long-term pension liabilities 12,418 11,256
Deferred income taxes 26,704 26,778
Other long-term liabilities 5,539 4,874
Minority interests 1,803 1,645
Contingencies
SHAREHOLDERS' EQUITY
Capital stock 25,760 25,612
Capital in excess of par value 28,080 23,995
Accumulated other comprehensive earnings 2,167 1,671
Retained earnings 387,057 377,184
--------- ---------
443,064 428,462
--------- ---------
$ 621,000 $ 627,797
========= =========
See Notes to Consolidated Condensed Financial Statements
Page 2
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands except per share data)
(Unaudited)
Three Months Ended
--------------------------------
February 26, February 28,
2005 2004
------------ ------------
Net sales $ 196,261 $ 175,272
Cost of sales 139,242 123,788
------------ ------------
Gross profit 57,019 51,484
Selling and administrative expenses 35,939 33,671
------------ ------------
Operating profit 21,080 17,813
------------ ------------
Other income (expense):
Interest expense (143) (118)
Interest income 114 51
Other, net (283) 652
------------ ------------
(312) 585
------------ ------------
Earnings before income taxes and
minority interests 20,768 18,398
Provision for income taxes 7,536 6,703
------------ ------------
Earnings before minority interests 13,232 11,695
Minority interests in earnings of subsidiaries (78) (34)
------------ ------------
Net earnings $ 13,154 $ 11,661
============ ============
Net earnings per common share:
Basic $ 0.51 $ 0.46
============ ============
Diluted $ 0.50 $ 0.45
============ ============
Average number of common shares outstanding:
Basic 25,722,208 25,368,917
============ ============
Diluted 26,160,899 25,813,606
============ ============
Dividends paid per share $ 0.1275 $ 0.1250
============ ============
See Notes to Consolidated Condensed Financial Statements
Page 3
CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
Three Months Ended
------------------------------
February 26, February 28,
2005 2004
------------ ------------
Cash flows from operating activities:
Net earnings $ 13,154 $ 11,661
Depreciation 5,214 4,602
Amortization 315 190
Changes in assets and liabilities (7,437) (993)
Other, net 75 (653)
-------- --------
Net cash provided by operating activities 11,321 14,807
-------- --------
Cash flows from investing activities:
Additions to plant assets (3,575) (5,242)
Other, net 39 1,407
-------- --------
Net cash used in investing activities (3,536) (3,835)
-------- --------
Cash flows from financing activities:
Net proceeds (payments) under line of credit (7,500) 1,500
Payments on long-term debt (702) (34)
Cash dividends paid (3,281) (3,175)
Other, net (2,787) 297
-------- --------
Net cash used in financing activities (14,270) (1,412)
-------- --------
Net effect of exchange rate changes on cash 146 242
-------- --------
Net change in cash and short-term cash investments (6,339) 9,802
Cash and short-term cash investments,
beginning of period 22,520 8,348
-------- --------
Cash and short-term cash investments,
end of period $ 16,181 $ 18,150
======== ========
Cash paid during the period for:
Interest $ 156 $ 117
======== ========
Income taxes $ 3,509 $ 5,962
======== ========
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 consolidated condensed balance sheet as of February 26, 2005, the
consolidated condensed statements of earnings and the consolidated
condensed statements of cash flows for the periods ended February 26,
2005, and February 28, 2004, 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 27, 2004 annual report on Form 10-K (2004
Form 10-K). The November 30, 2004 consolidated balance sheet data was
derived from CLARCOR's year-end audited financial statements as presented
in the 2004 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 February 26,
2005 are not necessarily indicative of the operating results for the full
year.
2. STOCK-BASED COMPENSATION
The Company accounts for stock-based compensation using the intrinsic
value method. If the Company had determined compensation expense for its
stock-based compensation plans based on the fair value at the grant dates,
the Company's pro forma net earnings and basic and diluted earnings per
share (EPS) would have been as follows:
Three Months Ended
------------------------------
February 26, February 28,
2005 2004
------------ ------------
Net earnings, as reported $ 13,154 $ 11,661
Add stock-based compensation expense, net of tax,
included in net earnings 145 122
Less total stock-based compensation expense under
the fair value-based method, net of tax (709) (713)
---------- ----------
Pro forma net earnings $ 12,590 $ 11,070
========== ==========
Basic EPS, as reported $ 0.51 $ 0.46
Pro forma basic EPS $ 0.49 $ 0.44
Diluted EPS, as reported $ 0.50 $ 0.45
Pro forma diluted EPS $ 0.48 $ 0.43
3. 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:
Page 5
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited)
3. EARNINGS PER SHARE (Continued)
Three Months Ended
-----------------------------
February 26, February 28,
2005 2004
------------ ------------
Net Earnings $ 13,154 $ 11,661
Basic EPS:
Weighted average number of common
shares outstanding 25,722,208 25,368,917
Basic per share amount $ 0.51 $ 0.46
=========== ===========
Diluted EPS:
Weighted average number of common
shares outstanding 25,722,208 25,368,917
Dilutive effect of stock options and restricted stock 438,691 444,689
----------- -----------
Diluted weighted average number of
common shares outstanding 26,160,899 25,813,606
Diluted per share amount $ 0.50 $ 0.45
=========== ===========
Options with exercise prices greater than the average market price of the
common shares during the respective quarter were not included in the
computation of diluted earnings per share. For the three months ended
February 26, 2005, there were no options excluded. For the three months
ended February 28, 2004, 293,400 options with a weighted average exercise
price of $45.59 were excluded from the computation.
For the three months ended February 26, 2005, exercises of stock options
added $1,149 to capital in excess of par value.
4. COMPREHENSIVE EARNINGS
The Company's total comprehensive earnings and its components are as
follows:
Three Months Ended
--------------------------
February 26, February 28,
2005 2004
------------ ------------
Net earnings $13,154 $11,661
Other comprehensive earnings, net of tax:
Foreign currency translation adjustments 496 2,105
------- -------
Total comprehensive earnings $13,650 $13,766
======= =======
Page 6
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
4. COMPREHENSIVE EARNINGS (Continued)
The components of the ending balances of accumulated other comprehensive
earnings are as follows: February 26, 2005 November 30, 2004
February 26, November 30,
2005 2004
------------ ------------
Minimum pension liability, net of $1,089 tax $ (1,834) $ (1,834)
Translation adjustments 4,001 3,505
------------ ------------
Accumulated other comprehensive earnings/(loss) $ 2,167 $ 1,671
============ ============
5. GUARANTEES AND WARRANTIES
The Company has provided letters of credit totaling approximately $24,699
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 $1,200.
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 quarter ended
February 26, 2005 are as follows:
Balance at November 27, 2004 $ 1,200
Accruals for warranties issued during the period 601
Accruals related to pre-existing warranties 72
Settlements made during the period (325)
Other adjustments, including currency translation 19
-----------
Balance at February 26, 2005, included in other current liabilities $ 1,567
===========
Page 7
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
6. GOODWILL AND INTANGIBLES
The following table summarizes the activity for acquired intangibles by
reporting unit for the quarter ended February 26, 2005.
2005
-------------------------------------------------------------------------
Currency
Beginning Translation End of
of Year Acquisitions Adjustments Amortization Quarter
--------- ------------ ----------- ------------ --------
Goodwill:
Engine/Mobile Filtration $ 16,249 $ - $ 189 $ - $ 16,438
Industrial/Environmental Filtration 86,925 - 8 - 86,933
Packaging - - - - -
--------- ------------ ----------- ------------ --------
$ 103,174 $ - $ 197 $ - $103,371
========= ============ =========== ============ ========
Trademarks:
Engine/Mobile Filtration $ 603 $ - $ - $ - $ 603
Industrial/Environmental Filtration 28,891 - - - 28,891
Packaging - - - - -
--------- ------------ ----------- ------------ --------
$ 29,494 $ - $ $ - $ 29,494
========= ============ =========== ============ ========
Customer Relationships, gross:
Engine/Mobile Filtration $ 943 $ - $ - $ - $ 943
Industrial/Environmental Filtration 7,844 - - - 7,844
Packaging - - - - -
--------- ------------ ----------- ------------ --------
8,787 - - - 8,787
Less accumulated amortization 942 - - 123 1,065
--------- ------------ ----------- ------------ --------
$ 7,845 $ - $ - $ 123 $ 7,722
========= ============ =========== ============ ========
Other acquired intangibles, gross:
Engine/Mobile Filtration $ 209 $ - $ 2 $ - $ 211
Industrial/Environmental Filtration 11,024 - - - 11,024
Packaging - - - - -
--------- ------------ ----------- ------------ --------
11,233 - 2 - 11,235
Less accumulated amortization 3,957 - - 192 4,149
--------- ------------ ----------- ------------ --------
$ 7,276 $ - $ 2 $ 192 $ 7,086
========= ============ =========== ============ ========
Amortization expense is estimated to be $1,259 in 2005, $1,191 in 2006,
$1,125 in 2007, $1,006 in 2008 and $818 in 2009.
Page 8
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
7. RETIREMENT BENEFITS
The Company provides various retirement benefits, including defined
benefit plans and postretirement health care plans covering certain
current and retired employees in the U.S. and abroad. Components of net
periodic benefit cost and company contributions for these plans were as
follows:
Three Months Ended
---------------------------------
February 26, February 28,
2005 2004
-------------- ------------
Pension Benefits
Components of net periodic benefit cost:
Service cost $ 947 $ 879
Interest cost 1,568 1,474
Expected return on plan assets (1,881) (1,738)
Amortization of unrecognized:
Prior service cost 40 39
Net actuarial loss 524 344
-------------- ------------
Net periodic benefit cost $ 1,198 $ 998
============== ============
Contributions $ 125 $ 79
============== ============
Postretirement Healthcare Benefits
Components of net periodic benefit cost:
Service cost $ 8 $ 31
Interest cost 26 55
Amortization of unrecognized:
Prior service cost (31) -
Net actuarial gain (19) (8)
-------------- ------------
Net periodic benefit cost/(income) $ (16) $ 78
============== ============
Contributions $ 66 $ 64
============== ============
In November 2004, the Company notified active participants that it will
freeze participation in the postretirement healthcare plan to eligible
retirees effective January 1, 2007. As a result, unrecognized prior
service costs of $1,708 will be amortized over the average remaining years
of service for active plan participants, which will lower fiscal 2005
expense by approximately $340.
The Company's policy is to contribute to the qualified U.S. and non-U.S.
pension plans at least the minimum amount required by applicable laws and
regulations, to contribute to the nonqualified plan when required for
benefit payments, and to contribute to the postretirement benefit plan an
amount equal to the benefit payments. During 2005, the minimum required
contribution for the U.S. and non-U.S. pension plans is expected to be
zero. The Company from
Page 9
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
7. RETIREMENT BENEFITS (Continued)
time to time makes contributions in excess of the minimum amount required
as economic conditions warrant. The Company does not expect to make
contributions to the U.S. qualified plan in 2005; however it does expect
to fund $421 for the U.S. nonqualified plan, $220 for the non-U.S. plan
and $265 for the postretirement benefit plan to pay benefits during 2005.
8. 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.
In the event of a change in control of the Company, termination benefits
may be required for certain executive officers and other key employees.
9. SEGMENT DATA
The Company operates in three principal product segments: Engine/Mobile
Filtration, Industrial/Environmental Filtration, and Packaging. The
segment data for the three months ended February 26, 2005 and February 28,
2004, 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)
Three Months Ended
----------------------------
February 26, February 28,
2005 2004
------------ ------------
Net sales:
Engine/Mobile Filtration $ 83,129 $ 70,800
Industrial/Environmental Filtration 97,198 88,962
Packaging 15,934 15,510
---------- ---------
$ 196,261 $ 175,272
========== =========
Operating profit:
Engine/Mobile Filtration $ 16,778 $ 14,425
Industrial/Environmental Filtration 3,969 3,252
Packaging 333 136
---------- ---------
21,080 17,813
Other income (expense) (312) 585
---------- ---------
Earnings before income taxes and
minority earnings $ 20,768 $ 18,398
========== =========
Identifiable assets:
Engine/Mobile Filtration $ 187,062 $ 161,777
Industrial/Environmental Filtration 345,923 300,449
Packaging 41,313 41,140
Corporate 46,702 44,999
---------- ---------
$ 621,000 $ 548,365
========== =========
11. RECENT RELEVANT ACCOUNTING STANDARDS
On December 16, 2004, the Financial Accounting Standards Board (FASB)
issued SFAS No. 123R, "Share-Based Payment," which requires companies to
expense the value of employee stock options and similar awards. SFAS No.
123R is effective for the Company's fourth quarter 2005. Adoption of this
standard is expected to reduce the Company's net earnings and earnings per
share for interim and annual periods after adoption. Management has not
fully determined the impact of adopting SFAS No. 123R, but expects fourth
quarter EPS to be reduced by approximately $0.02 to $0.03 if the modified
prospective method of reporting is selected.
On December 21, 2004, the FASB issued two FSPs regarding the accounting
implications of the American Jobs Creation Act of 2004 (the Act). FSP No.
109-1, "Application of FASB Statement No. 109 `Accounting for Income
Taxes' to the Tax Deduction on Qualified Production Activities Provided by
the American Jobs Creation Act of 2004" is not expected to have an effect
on the Company's effective tax rate until fiscal 2006. FSP No. 109-2,
"Accounting and Disclosure Guidance for the Foreign Earnings Repatriation
Provision within the American Jobs Creation Act of 2004" was effective for
fiscal 2004 and allows the Company additional time to evaluate the impact
of the Act on its plan for repatriation of foreign earnings. The Company
is currently exploring a one time repatriation of earnings from certain
foreign affiliates but has not made a decision regarding such
repatriation.
Page 11
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands, except per share data)
(Unaudited) Continued
13. ACQUISITION
Subsequent to the end of the first quarter of 2005, the Company acquired
Niagara Screen Products Limited (Niagara), a manufacturer of woven wire
and metallic screening and filtration products, located in St. Catharines,
Ontario, Canada for approximately $3,600 in cash. Niagara became a
wholly-owned subsidiary of the Company and will be included in the
Industrial/Environmental Filtration segment beginning in the second
quarter of 2005. The settlement of final purchase price adjustments and
allocation of the purchase price to major categories of assets and
liabilities will be completed during the second half of 2005.
Page 12
Part I - Item 2
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS: FIRST QUARTER OF 2005 COMPARED WITH FIRST QUARTER OF
2004.
CLARCOR reported record sales, operating profit and net earnings for the first
quarter of 2005. Sales increased 12.0%, operating profit increased 18.3% and net
earnings increased 12.8% over the same quarter in 2004.
Net sales of $196,261,000 increased from $175,272,000 reported for the first
quarter of 2004. Sales from the fourth quarter 2004 acquisition of Purolator EFP
added approximately $6,300,000 and a small acquisition at the beginning of the
second quarter 2004 added approximately $1,700,000 to first quarter 2005.
Fluctuations in foreign currency translation did not have a material impact on
the 2005 quarter.
The Engine/Mobile Filtration segment reported increased sales of 17.4% to
$83,129,000 from $70,800,000 in 2004. This increase was primarily due to
additional sales of heavy-duty filters through domestic and international
aftermarket distribution, OEM dealers and national accounts and sales to
railroads and railroad equipment maintenance companies. Sales related to a
second quarter 2004 acquisition added approximately $1,700,000 in first quarter
2005 sales. Price increases related primarily to higher material costs also
increased sales for the quarter.
The Company's Industrial/Environmental Filtration segment recorded a 9.3%
overall increase in sales to $97,198,000 for the 2005 quarter from $88,962,000
for the 2004 first quarter. Included in the sales increase is approximately
$6,300,000 from Purolator EFP which was acquired in fourth quarter 2004. Sales
increased, both domestically and internationally, in several specialty
filtration markets including oil and gas drilling, aviation and process liquid.
Sales levels in the 2005 quarter were lower for HVAC filters used in commercial
and residential applications due in part to reduced filter usage in
manufacturing facilities including automobile and automotive parts manufacturing
plants.
The Packaging segment reported sales of $15,934,000 compared to $15,510,000 in
2004. Sales increases for the quarter were primarily related to flat sheet metal
decorating and price increases that more than offset a decrease in plastic
packaging sales.
Operating profit for the first quarter of 2005 was $21,080,000 compared to
$17,813,000 in 2004, an 18.3% increase. The operating profit increase resulted
primarily from the Engine/Mobile segment's sales growth, continued cost
reduction programs throughout each of the business segments and from Purolator
EFP which was acquired in the fourth quarter 2004.
The Engine/Mobile Filtration segment recorded an operating profit increase in
2005 of 16.3% compared to 2004. This increase resulted primarily from sales
growth, cost reduction programs and favorable capacity utilization. The
segment's operating margin was 20.2% compared to 20.4% recorded in the first
quarter of 2004. Price increases initiated during the second half of 2004 and in
2005 have substantially offset higher costs of purchased materials and other
cost increases. Additional pricing changes are expected to be made if additional
cost increases are incurred.
The Industrial/Environmental Filtration segment reported operating profit of
$3,969,000 in 2005 compared to $3,252,000 in 2004. The majority of the
additional profit is attributed to Purolator EFP.
Page 13
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Operating profit improved related to sales increases of higher margin specialty
filtration products that offset reduced operating profit due to lower sales of
HVAC products. The segment's operating margin improved to 4.1% compared to 3.7%
in the 2004 quarter.
The Packaging segment's operating profit in the 2005 quarter was $333,000
compared to $136,000 in 2004. The improvement resulted primarily from improved
sales levels of metal packaging products and cost reduction programs initiated
since the first quarter of 2004. Price increases to customers substantially
offset cost increases incurred for purchased materials.
Net other expense for the 2005 quarter of $312,000 included interest expense of
$143,000, foreign currency exchange losses of $234,000 and interest income of
$114,000. Net other income in 2004 of $585,000 included a $720,000 gain related
to the sale of a building, interest expense of $118,000 and interest income of
$51,000.
Earnings before income taxes and minority interests for the first quarter of
2005 totaled $20,768,000, compared to $18,398,000 in the comparable quarter last
year. The provision for income taxes in 2005 was $7,536,000 compared to
$6,703,000 in 2004. The effective rate was 36.3% in 2005 and 36.4% in 2004. The
Company expects that the overall effective tax rate for fiscal 2005 will be
approximately 36.3%.
Net earnings in the first quarter of the current year were $13,154,000, or $0.50
per share on a diluted basis. Net earnings in the first quarter of 2004 were
$11,661,000, or $0.45 per share on a diluted basis. Diluted average shares
outstanding were 26,160,899 at the end of the first quarter of 2005, an increase
of 1.3% from the average of 25,813,606 for the 2004 quarter.
LIQUIDITY AND CAPITAL RESOURCES
Cash provided by operating activities decreased to $11,321,000 in first quarter
2005 compared to $14,807,000 in 2004, primarily due to increased investment in
working capital in the 2005 quarter. For first quarter 2005, cash flows for
investing activities totaled $3,536,000 and included $3,575,000 used for plant
asset additions. In the 2004 quarter, $5,242,000 was used for additions to plant
assets and $1,407,000 was received from the sale of plant assets. Cash flows
used in financing activities totaled $14,270,000 in 2005 and included net
payments of $8,202,000 on debt agreements and $3,281,000 used for dividend
payments. Cash flows used in financing activities of $1,412,000 in 2004 included
net proceeds from debt agreements of $1,500,000 and dividend payments of
$3,175,000.
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. There were no
borrowings at the end of the first quarter 2005 on a $165 million multicurrency
revolving credit facility. The credit facility also includes a $40 million
letter of credit line subline, against which $8,491,000 had been issued at the
end of the first quarter of 2005. Other long-term debt totaled $16,348,000 at
the end of the 2005 quarter. The Company is in compliance with all covenants
related to debt agreements.
The Company expects to continue to use future additional cash flow for
dividends, capital expenditures and acquisitions. Capital expenditures in fiscal
year 2005 are expected to be
Page 14
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
approximately $20 million to $22 million and will be used primarily for normal
facility improvements, productivity improvements, improvements to technical
centers, and to support new products. Early in the second quarter of 2005, the
Company acquired a small filtration company in Canada for approximately $3.6
million, subject to settlement with the sellers of the final amount of net
assets acquired. The Company's off-balance sheet arrangements relate to various
operating leases. The Company had no derivative, swap, hedge, variable interest
entity or special purpose entity agreements during 2005 or 2004.
The following table summarizes the Company's fixed cash obligations for the
various future years ending November 30:
(Dollars in thousands)
2005 2006 & 2007 2008 & 2009 Thereafter
-------- ----------- ----------- ----------
Long-Term Debt $ 1,018 $ 220 $ - $ 15,812
Credit Facility $ 7,500 $ - $ - $ -
Operating Leases $ 9,267 $14,315 $ 7,922 $ 9,612
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 that 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 first quarter reflected cash
and short-term investments of $16,181,000, a decrease from $22,520,000 at
year-end 2004. As mentioned previously, subsequent to the end of the 2005 first
quarter, approximately $3.6 million of cash was used for a small acquisition. At
the end of first quarter 2005 compared to year-end 2004, accounts receivable
were reduced by $5,463,000 primarily due to lower sales in the first quarter of
2005 compared to the fourth quarter of 2004. Inventories increased $6,627,000
from the year-end level due to inventory requirements for increased shipments
expected for the remainder of 2005. The changes in accounts receivable and
inventories at the end of the first quarter were consistent with the normal
seasonality changes between fiscal quarters. The current ratio at the end of the
first quarter was 2.7 compared to 2.4 at the end of fiscal 2004. The ratio of
total debt to total capitalization was 3.6% at the end of the 2005 first quarter
compared to the year-end 2004 level of 5.4%. At the end of the first quarter
2005, CLARCOR had 25,759,944 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, 2004 (the
"Annual Report") in the Financial Review.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
Critical Accounting Policies
The Company's critical accounting policies, including the assumptions and
judgments underlying them, are disclosed in the Company's Annual Report in the
Financial Review. These policies have been consistently applied in all material
respects. 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.
Recent Relevant Accounting Pronouncements
On December 16, 2004, the Financial Accounting Standards Board (FASB) issued
SFAS No. 123R, "Share-Based Payment," which requires companies to expense the
value of employee stock options and similar awards. SFAS No. 123R is effective
for the Company's fourth quarter 2005. Adoption of this standard is expected to
reduce the Company's net earnings and earnings per share for interim and annual
periods after adoption. Management has not fully determined the impact of
adopting SFAS No. 123R, but expects fourth quarter EPS to be reduced by
approximately $0.02 to $0.03 if the modified prospective method of reporting is
selected.
On December 21, 2004, the FASB issued two FSPs regarding the accounting
implications of the American Jobs Creation Act of 2004 (the Act). FSP No. 109-1,
"Application of FASB Statement No. 109 `Accounting for Income Taxes' to the Tax
Deduction on Qualified Production Activities Provided by the American Jobs
Creation Act of 2004" is not expected to have an effect on the Company's
effective tax rate until fiscal 2006. FSP No. 109-2, "Accounting and Disclosure
Guidance for the Foreign Earnings Repatriation Provision within the American
Jobs Creation Act of 2004" was effective for fiscal 2004 and allows the Company
additional time to evaluate the impact of the Act on its plan for repatriation
of foreign earnings. The Company is currently exploring a one time repatriation
of earnings from certain foreign affiliates but has not made a decision
regarding such repatriation.
Outlook
Continued sales growth for the Company overall is expected for the remainder of
2005. Engine/Mobile segment sales are expected to grow due to increased
aftermarket distribution, sales to OEM dealers and sales of new products. Sales
are expected to increase for the Industrial/Environmental segment as a result of
several initiatives including an increased level of HVAC sales staff and new
products along with continued growth for specialty filtration products including
those used in oil and gas drilling applications, aviation and waste water
treatment. Sales growth is also expected for the Packaging segment for the
remainder of 2005.
As a result of the anticipated overall sales growth for the Company combined
with continued cost control efforts, it is expected that diluted earnings per
share for 2005 will be in the $2.63 to $2.71 range. This range includes an
estimate of $0.02 to $0.03 related to the expense that will be recorded for
stock-based compensation beginning with the Company's fourth quarter 2005
adoption of SFAS No. 123R if the modified prospective method of reporting is
selected.
Continued emphasis on cost reductions and price changes within each business
unit are expected to offset costs that have increased for energy and purchased
materials, primarily metal products.
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MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS, Continued
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 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 unfavorable economic
conditions persist.
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. Early in the
second quarter of 2005 a small filtration company was acquired. This acquisition
will not materially affect operating results for 2005.
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; 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 and purchasing patterns of
distributors and customers; changes in costs of raw materials, insurance,
pensions and energy; competitive conditions in the industry; business cycles
affecting the markets in which the Company's products are sold; the success of
sales and marketing programs; the effectiveness of plant conversions, plant
expansions and productivity improvement programs; the management of both growth
and acquisitions; the cost of regulatory requirements such as Sarbanes-Oxley
Section 404; the effect of changes in accounting rules; the fluctuation in
foreign and U.S. currency exchange rates; market disruptions caused by domestic
or international conflicts; extraordinary events such as litigation,
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 filings with the Securities and Exchange Commission.
Due to the foregoing items it is possible that in some future quarters the
Company's operating results will be below the expectation of stock market
analysts and investors. In such event, the price of CLARCOR common stock could
be materially adversely affected.
Page 17
Part I - Item 3. Quantitative and Qualitative Disclosure About Market Risk.
The information required hereunder is set forth on Page 15 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 February 26, 2005. 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 February 26, 2005
that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
Page 18
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. Reports Filed on Form 8-K During the First Quarter Ended February 26,
2005.
Form 8-K dated December 15, 2004 reporting Item 1.01 -- Entry into a
Material Definitive Agreement. The Company reported that the Board
of Directors adopted a resolution changing the Company's
Compensation Plan for Directors.
Form 8-K dated January 4, 2005 reporting Item 5.02 -- Departure of
Directors or Principal Officers; Election of Officers; Appointment
of Principal Officers reporting the resignation of two members of
its Board of Directors, Mr. Keith Wandell and Ms. Roseann Stevens,
effective December 31, 2004.
Form 8-K dated January 13, 2005 reporting Item 7 -- Financial
Statements and Exhibits and Item 5 -- Other Events. Item 7 (c)
included an exhibit 99.1, "CLARCOR Press Release dated January 12,
2005".
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
CLARCOR INC.
(Registrant)
March 17, 2005 By /s/ Norman E. Johnson
- -------------- --------------------------------------
(Date) Norman E. Johnson
Chairman of the Board, President and
Chief Executive Officer
March 17, 2005 By /s/ Bruce A. Klein
- -------------- --------------------------------------
(Date) Bruce A. Klein
Vice President - Finance and
Chief Financial Officer
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