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CLARCOR (NYSE:CLC)

Q1 2013 Earnings Call

March 21, 2013 11:00 am ET

Executives

Tom Lawrence

Christopher L. Conway - Chairman, Chief Executive Officer and President

David J. Fallon - Chief Financial Officer, Principal Accounting Officer and Vice President of Finance

Analysts

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Tim Mulrooney

Brian Sponheimer - Gabelli & Company, Inc.

Stewart Scharf - S&P Equity Research

Operator

Good morning, ladies and gentlemen. Thank you for standing by. Welcome to the CLARCOR Inc. First Quarter 2013 Earnings Conference Call. Today's conference call is being recorded. [Operator Instructions] It is now my pleasure to turn the conference over to Mr. Tom Lawrence of Dye, Van Mol & Lawrence. Please go ahead, Mr. Lawrence.

Tom Lawrence

Thank you. We appreciate your interest in joining us on CLARCOR's conference call to discuss results for the first quarter of 2013.

By now, everyone should have received a copy of the news release that was distributed yesterday. If anyone does need a copy, it is available on CLARCOR's website at www.clarcor.com, or you can call Charnell Thomas at (615) 244-1818 and she will send you a copy immediately.

Before I turn the call over to Chris Conway, CLARCOR's Chairman, President and CEO, I'll remind you that all statements made in the news release and during this conference call, other than statements of historical fact, are forward-looking statements. These statements are made pursuant to the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995.

The company believes that its expectations are based on reasonable assumptions. However, these forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause the company's actual results, performance or achievements, or industry results, to differ materially from the company's expectations of future results, performance or achievements expressed or implied by these forward-looking statements. In addition, the company's past results of operations do not necessarily indicate its future results.

Finally, we wanted to let people know that the information and statements made during the call are made as of the date of the call, March 21, 2013. Those listening to any replay should understand that the passage of time by itself will diminish the quality of the statements. Also, the contents of the call are the property of the company, and the replay or transmission of the call may be done only with the consent of CLARCOR.

It's now my pleasure to turn the call over to Chris Conway for his opening remarks.

Christopher L. Conway

Thank you, Tom. Good morning, and thank you for joining us today. With me are David Fallon, our Chief Financial Officer; and David Janicek, our Corporate Controller. After a few opening remarks, I'll turn it over to David Fallon to review our financial results in more detail. After David's remarks, I'll discuss the quarter from an operational perspective and discuss our outlook and our guidance before we open it up to questions.

We reported a record diluted earnings per share of $0.47 for the quarter after the close of trading yesterday. This was in line with our guidance coming out of the fourth quarter. Net sales and operating profit were flat for the quarter compared to last year's first quarter. While we saw increased sales in our natural gas business and our distribution business, the rest of our companies were flat to slightly down against a continuing backdrop of economic concerns in Europe and Asia, and the U.S. economy continued to remain sluggish, which reflected in many of our businesses. Nevertheless, we continue to invest in new product and market development and expect growth to result as we add products and continue to make operational improvements in our businesses.

I'll talk more about some of these investments after David reviews our financial results in more detail. Now I'll turn it over to David.

David J. Fallon

Thanks, Chris. Before reviewing our financial results, I'll remind everyone that our first quarter is almost always our lowest sales and earnings quarter due to the inclusion of the December holidays and the winter seasonal impact in some of our product markets. This year's first quarter was no exception.

While considering this seasonal impact, our first quarter results were in line with our expectations heading into the quarter and rather consistent with our financial performance from the first quarter of 2012. Consolidated sales, operating profit and operating margin remained relatively steady with last year's financial results, while our first quarter diluted earnings per share increased to a record-high first quarter $0.47 per share. This was aided by an income tax benefit from the extension of the R&D tax credit this past January.

Looking at some of our consolidated first quarter financial metrics, our operating margin remained relatively flat as a 1.7 percentage point reduction in gross margin was offset by a 1.6 percentage point reduction in selling and administrative expenses as a percentage of net sales.

Half of the gross margin percentage reduction was due to product mix and lower absorption at our Engine/Mobile segment and half was driven by a higher mix of natural gas vessels versus higher-margin aftermarket filters at our Industrial/Environmental segment. In addition, our first quarter included the shipment of a rather large natural gas vessel order at an unusually low margin, which we accepted to gain future access to the higher-margin aftermarket business flowing from this project.

Our consolidated selling and administrative expenses remained relatively flat with the fourth quarter of 2012 but declined $4.2 million from last year's first quarter. Approximately $2.5 million of this reduction was due to the accounting requirement in last year's first quarter to immediately expense stock-based and other compensation to our former Chairman instead of amortizing it over a vesting period. The remainder of the reduction was related to higher incentive compensation and bad debt expense last year, in addition to the settlement of a legal matter in last year's first quarter.

Now taking a closer look at our segment operating performance. Net sales in Engine/Mobile declined approximately 2%, while operating margin improved a 0.5 percentage point to 19.9%. With lower sales but a higher operating margin, our operating profit remained relatively flat with the first quarter of 2012. Lower sales were driven by a 4% reduction in the domestic aftermarket and influenced by an exceptional first quarter last year, when our domestic aftermarket increased 16% from the year before.

In addition, as we mentioned in our year end comments, sales in our fourth quarter were aided by volume from some of our larger distributors. We believe that the timing of these larger orders negatively impacted sales in the first month of our current fiscal year.

When adjusted for last year's challenging comparable and the timing impact from the fourth quarter, we estimate that our domestic aftermarket increased between 2% and 3% from the first quarter of 2012.

Due to the limited visibility, it is challenging for us to forecast our domestic aftermarket much beyond a few weeks. However, based upon our internal models, we anticipate domestic aftermarket growth of 3% to 5% in the second quarter of 2013.

From an international perspective, our top line continues to face challenging macroeconomic headwinds in Europe, where sales declined 7%, and in China, where sales declined 6%.

Net sales at our Industrial/Environmental segment increased just over 1% from the first quarter of 2012 on the strength of a 10% increase in global Oil and Gas Filtration sales and a 5% increase in sales at Total Filtration Services, our distribution business. Strong sales in these markets were partially offset by lower sales in several markets in this diverse segment, including commercial and industrial HVAC, offshore oil-drilling and media sales at TransWeb. As mentioned in our earnings release, the increase in Oil and Gas sales was propelled by a 30% increase in natural gas vessels. Operating margins on these vessels, while higher than our environmental air products, are lower than the operating margins on our natural gas aftermarket filters. With a higher mix of vessels versus aftermarket filters, in addition to the significant lower margin vessel order we shipped in the first quarter of 2013, our operating margin in Industrial/Environmental declined 0.8 percentage points from the first quarter last year.

Going forward, we anticipate that the mix of vessels versus filters will revert closer to the mix we experienced in 2012, and we expect our full year 2013 Industrial/Environmental operating margin to increase from the 12% last year.

Moving from a segment operating performance to cash flow, we generated $6.5 million of cash from operations in the first quarter, a $5.3 million increase from last year's first quarter. Significant cash outflows in this year's first quarter included $11 million for our 2012 company-wide profit-sharing program and a $13.5 million pension contribution. We anticipate another $7.5 million pension contribution in this year's third quarter.

This past quarter, we announced a $40 million investment for a new distribution center for our heavy-duty Engine Filtration business in Kearney, Nebraska. As we discussed in our earnings release, this investment, in conjunction with the expansion of our Yankton, South Dakota facility, should provide the capacity and infrastructure to support our heavy-duty domestic and export business for the next decade. From a cash flow perspective, we anticipate between $10 million and $20 million of this investment to be made this year, with the remainder in our 2014 fiscal year. From an income statement perspective, we believe the overhead impact from this investment should be relatively neutral, as 75% of the investment will be depreciated over 40 years, while our operating expenses should actually decline from the elimination of outside warehouses and improved efficiencies.

We continued our share repurchase program in the first quarter, investing $6 million to repurchase 122,000 shares at just under $49 a share. We continue to evaluate increasing our share repurchase program going forward, depending upon share price and our cash flow needs.

With that, I turn it back over to Chris.

Christopher L. Conway

Thank you, David. I'd like to take a few moments to review some operational highlights from the first quarter. We remarked in the press release about TransWeb, our Filtration Media business. We view the acquisition of TransWeb a little over a year ago as a key part of advancing our portfolio of filtration media technology. Investments such as this and the PECO investment, with their PEACH coalescing media technology, help us provide better solutions to the filtration problems our customers face and give us value-added offerings in our product lines. The patented technology that TransWeb offers is a great example of a higher-value material. Unfortunately, the uncertainty surrounding the legal dispute with 3M, who had similar product to TransWeb, has in part led to disruptions in our customer base placing orders with us. We expect to work through these issues over the next quarter and are also actively working to integrate TransWeb material into other CLARCOR companies' offerings.

If we turn to the Yankton expansion for Baldwin filters, it's operational, and I'm excited about the benefits we expect to receive from this investment. In addition to adding capacity for the long-term growth of this business, we have also created much-needed redundancy of production of filters and components. Some of you have visited our showcase facility in Kearney, Nebraska, and realized the significant investment we have made there. With the Yankton expansion, we now have multiple locations to produce heavy-duty product and to handle surges in demand as they may arise.

As David mentioned, we also announced an expansion to our distribution center in Kearney. This is a once-a-decade-type investment and is being designed to not only consolidate multiple off-site warehouses, but also to respond to changing trends and customer order patterns today and in the future. With our capability of shipping 98% of orders within 24 hours of receipt, our customers have come to expect that they can order smaller quantities, but more frequently.

Our new distribution center will be designed to process such orders even more efficiently than we do today. And given the continually broadened offering we provide to our customers, we're designing this facility to handle more finished-good SKUs as future demand arises. We have also seen our export business continue to grow and are planning improved support for container shipments from the facilities.

These investments serve us today, but are designed to last. We also began our announced creation of a research center in Mineral Wells, Texas, for our Oil and Gas business. I'm pleased to report that we are well along on this project, with its steel structure going up as we speak. New equipment has been ordered to improve our processing of our proprietary PEACH filter media, and we expect to have the whole facility operational in the first quarter next year. This will enable us to continue to develop and grow new products for the industry, such as our new extreme pure high-flow liquid product. This product is designed for challenging liquid environments found in places like refineries and liquids-rich shale plays.

This center will support development of our aftermarket product lines in the Oil and Gas markets, such as the product I just mentioned. With the sales environment uncertain, it's ever more important that we manage costs. To that end, in the past quarter, we have a number of businesses implementing lean initiatives. These range from small to large projects, but ultimately, they are helping us maintain and improve our operating margins over time. As we've mentioned before, in our Industrial/Environmental segment, we expect to achieve 15% operating margin over the next few years. Part of our ability to achieve that is the result of these lean initiatives.

These are just a few examples of the investments being made to ensure our foundation is in place for continuing profitable growth.

Now I'd like to address our forward outlook. As we entered 2013, we were cautiously optimistic in light of the economic uncertainty in many of our markets. Our growth in the quarter was in line with our expectations and compares to a challenging result, especially last year's record first quarter in the domestic Engine aftermarket.

Our Oil and Gas business continues to grow, and we expect it to sustain its growth through the year. As we look ahead to the second half of the year, we expect economic activity in many of our markets to accelerate, but we remain cautious as current indicators point to uncertainties still.

Europe continues to struggle, China growth is moderating, and the U.S. continues to deal with political stalemate leading to economic uncertainty. Accordingly, we are confirming our guidance to remain between $2.45 to $2.60 per share, with the expectation that the second quarter will be relatively flat to up versus last year's second quarter. Now we'll open it up for questions.

Question-and-Answer Session

Operator

[Operator Instructions] And we'll take our first question from Richard Eastman with Robert Baird.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

A couple of questions. One is on this pull forward of some of the Engine aftermarket business from this Q1 into Q4. Can you just define what that number was? And I'm not sure that I remember hearing that, that was the case, but what prompted that? And just how big a pull forward was that in revenue?

David J. Fallon

Yes. I probably don't want to give a precise number because some of that is somewhat analytical. We did mention that in our comments in the fourth quarter. I think I actually mentioned it. But if you look at our first quarter after the -- our first month of our first quarter aftermarket sales, that was actually down close to 10% this year versus last year. So that's the December month. And a big driver of that were some of these larger distributor orders that we received at the end of November, the last month of our fiscal quarter in 2012.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Okay. And also in the Engine/Mobile business, the China OE business, we talked about that in the past. Hopefully, this year, the forecast was maybe that business up high single digits for the full fiscal. Has this slow start to the first quarter put that at risk at all? Or you commented that it seems to have maybe hit your plan internally, but how are you viewing the decline on China OE relative to maybe what your expectations were for fiscal '13?

David J. Fallon

Yes. I think our full year expectation for China in 2013 was flat. I think we also commented that there could be a range of growth or a decline, anywhere from 10% up to 10% down. I think what we saw in the first quarter was not out of line with our expectations headed into the first quarter, with a lot of that growth anticipated in the second half of the year. One of the positive points is that we are making some very significant traction with a particular OE aftermarket program there that we talked about in the third and fourth quarters last year. That's at a run rate of annual sales close to $4 million to $5 million, and that has offset some of the challenge we continue to see in the general market there. Overall, I would say we'd still expect full year growth to be relatively flat.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Okay. And just -- the other couple OE aftermarket programs that we had won, one was domestic, one was in Europe. Are we still getting some traction there? And should we expect more benefit from that as this year progresses?

Christopher L. Conway

Yes, we're getting traction. I think as we said last time, it's just taken longer for us to see the impact of those programs. But they are gaining traction as we add more reference accounts, reference locations with some of them. That encourages others to jump on board.

Operator

We'll go next to Tim Mulrooney with William Blair.

Tim Mulrooney

A couple of questions. At the U.S., heavy-duty aftermarket sales were down 4%. Can you give us any color on how your independent channel performed versus your OE business?

David J. Fallon

Yes, Tim. That would be our independent distributor. When we talk about our aftermarket, which is 65% of our business, that is virtually all aftermarket independent distributors. So when we talk down 4%, that's the business we're talking about.

Tim Mulrooney

Right, okay. And your OE business, can you tell us how that performed in the quarter?

David J. Fallon

Yes. If you look at the breakdown of our sales in the U.S., 65% is aftermarket; about 15% are sales to other filter companies; 10%, OE; and 10%, automotive. The other 35%, nonaftermarket, all of those sales were up between 2% and 3%. And the dynamic you get there, looking at a margin perspective, is that certainly impacted our margin in the first quarter as well. Our higher-margin aftermarket business, as a percentage of our total sales, was lower than what we saw in the first quarter last year because these other markets, overall, were up.

Tim Mulrooney

Okay. I think that kind of relates to my next question on your gross margin. I think you may have commented on this in your prepared remarks and I just missed it, but did you say about half of your gross margin contraction was due to higher natural gas vessel sales and half was due to product mix in the Engine/Mobile segment?

David J. Fallon

Yes, broadly, that's correct. If you look at our gross margin decline, which was about 1.7%, that decline was pretty proportionate in both Engine/Mobile and Industrial/Environmental, meaning both of those were down around that same percentage. The reduction in Industrial/Environmental was certainly driven by a higher margin -- or a higher proportion of vessel sales versus our higher-margin aftermarket filters. If I were to quantify that, this past quarter, we may have been in the 55% to 60% range, vessels. Last year's first quarter, we were probably a little bit below 50% vessels.

Operator

We'll go next to Brian Sponheimer with Gabelli & Company.

Brian Sponheimer - Gabelli & Company, Inc.

Just a question for you as far as how you're thinking about the Engine aftermarket. Tonnage continues to be positive, and I'd imagine that absent some inventory indecision that, that should be a benefit for you on the Engine side for the next couple of quarters. Any thoughts on that?

Christopher L. Conway

Well, we are doing the work at the basic blocking and tackling level of bringing different distributors on and continue to add to the product line. I think the thing we see, as we mentioned, in trying to draw the analysis back to the first quarter of last year, is that we are seeing some increased sales. I think in terms of the linkage to the tonnage number, it's -- trying to draw it real tight is a little difficult. We saw tonnage at 2% increase in the first quarter this year, and the first quarter last year was about 6%. So it doesn't derive directly from the tonnage numbers, but we tend to see directional shifts with those numbers. And David may have a little bit more color on that.

David J. Fallon

Yes, and Brian -- and this is relatively hot off the presses. We've done a lot of work recently because a lot of the recent questions that we've had related to the linkage between truck tonnage and our individual sales. There's a lot of factors, gives and takes, that go into that analysis. But what we have, at least on a modeling basis, what we've concluded is that our sales are probably most correlated with truck tonnage on a one-quarter lag. It's not a perfect correlation, but I think we've got a correlation around 70%. If -- our sales heading into the second quarter really should be driven by what we see in year-over-year growth in the first quarter. So the fourth quarter of 2012, which is our fiscal fourth quarter, truck tonnage was relatively flat. I think it was up 0.4%.

Brian Sponheimer - Gabelli & Company, Inc.

And it's a very difficult December comp.

David J. Fallon

I'm sorry?

Brian Sponheimer - Gabelli & Company, Inc.

I heard it's a very difficult comp in December.

David J. Fallon

Yes, that's exactly right. And the growth in our first quarter is 2%, and so we would anticipate improvements in our second quarter compared to what we saw in our first quarter, based on that truck tonnage. And that's how we based part of our modeling, and when we discuss -- we would expect to see 3% to 5% aftermarket growth here in our second quarter.

Brian Sponheimer - Gabelli & Company, Inc.

Okay. And just spend a couple of minutes going back over your thought process about the facility in Nebraska, why now, why there, in particular? And what sort of ancillary benefits for the business do you think we can expect over the next 3 to 5 years?

Christopher L. Conway

Are you referring to the Yankton expansion or the distribution center?

Brian Sponheimer - Gabelli & Company, Inc.

Distribution center.

Christopher L. Conway

Okay. The distribution center, the last time we did any major work there was probably close to 10 years ago, I'd say. And as we look at the benefits of having most of our production lines linked up and feeding right off the line and into that distribution center, one of the things we talked about is whether to move that center off-site or to keep it there. And we decided the benefit to keep it there was just the efficiency and flow, was there were a lot of benefits, reduced material handling, things like that. In terms of why doing it now, I think, if you look at most distribution centers, they end up having a designed life to fit over a period of 8 to 10 years. And we're to the point now where we have a significant amount of off-site storage as our SKU count has grown, our product line has broadened and our sales volume has increased. So why do it now? We looked, actually, 3, 4 years ago, at potentially doing an expansion back then, and then held off because we saw the economic recession coming in and decided to forgo it. But we believe that it's the right time to make that decision, to design it for the factors that I mentioned, the changing nature of customer order patterns, the expectation of continued high level of service and -- so that's what drove it. In terms of looking at other locations, we've looked at more of a regional model in the past, and being in the center of the U.S. really works for us. That's what drove Baldwin originally to land in the middle of Nebraska, was the interstate system being built and the fact that we could get to either coast very effectively. So that's maybe a little bit of color and maybe more than you wanted, but...

Operator

[Operator Instructions] We'll go next to Richard Eastman with Robert Baird.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Chris, could you just elaborate for a minute or so on this TransWeb, maybe, situation. Now we came through that patent suit well. Is 3M -- I mean, when we bought TransWeb, there was this issue of the legal reserve, but there also was about $15 million in sales. So is 3M just basically kept their shelf space and moved to a different vendor, then? Or what's going on with the sales there?

Christopher L. Conway

Well, it wasn't sales to 3M, it's sales to other customers that we have who are concerned about the reliability of ongoing supply, should something happen there. I guess I have -- my general counsel had given me a statement here that I'll just go through quickly. Just in terms of understanding where we're at in the whole process with that lawsuit, the jury ruled in our favor on almost all the issues, and the court overseeing the case has not issued a final judgment yet. The court is currently deciding various issues in a series of posttrial motions by 3M. The case is, therefore, still active, and we really can't comment further at this point about the details of the case. But of course, we'll make all the public disclosures that are appropriate in the upcoming SEC filings. So really, that's about the case, but regarding the customer situation, it's just -- it's created an unsettlement in our customer base that we're working hard to retrench. Did that help?

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Yes. Well, I guess so, because I'm certainly aware of the legal side of this and kind of what's going on there, but again, it's implied that the customers for this product, they basically went to 3M and away from you under concerns that you couldn't supply the product? I mean, is the $15 million of sales -- how big a sales impact is this? I mean, does the $15 million go to 0, or?

Christopher L. Conway

No, it doesn't go to 0. Okay. It isn't necessarily that -- I don't think that we've got customers that have gone to 3M. They may have gone to some other materials that may not be as effective and efficient as our material at this point, just as a stop-gap measure.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Okay. So you'll have to rebuild the sales and rebuild the -- essentially the shelf space for this product once you get whatever the court's decision is? That's what -- that's the process you'll have to go through?

Christopher L. Conway

Yes.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

Okay. Okay. And then, just David, can you give order of magnitude on the one vessel that you singled out as being significant? I mean, is it a few million dollars, or?

Christopher L. Conway

Yes, it's a little over a couple of million dollars.

Richard C. Eastman - Robert W. Baird & Co. Incorporated, Research Division

A little over? Okay.

Christopher L. Conway

Yes, okay, it would be -- it's a vessel order, so it's probably multiple vessels within a given order.

Operator

Next we'll go to Stewart Scharf with S&P Capital.

Stewart Scharf - S&P Equity Research

Regarding the margins in your forecast on the Industrial/Environmental side, it came off a little bit on the high end in the last forecast of 12% to 13%, now 12.5%, and is that based just on the first quarter mix issue and, basically, just the first quarter issue?

David J. Fallon

Yes, that's probably the most significant driver. So we dropped the top end of our range from 13% to 12.5%. We kept the bottom part at 12%. So at the midpoint, we took it down about 1/4 point. Most of that was based on the margin that we saw in the first quarter compared to what our expectations were heading into the year.

Stewart Scharf - S&P Equity Research

Okay. And can you talk a little bit about the M&A environment, how it's looking? Are you -- is there anything you're targeting or in any -- an area, or you're just focusing more on using cash for internal growth and buy back?

Christopher L. Conway

Well, we are actively looking at different opportunities for acquisitions. Our typical profile is that we're looking for 3 different areas in terms of the acquisitions we'd be interested in. One that -- one would be acquisitions that give us a beachhead in geographies that we're trying to grow in. So an example we've talked about before is the Modular acquisition in Australia. Another would be acquisitions such as TransWeb that give us new filter media technology or technologies that help advance our product portfolio. And then the third would be areas where we get new market penetration in the different markets that may be close to current businesses that we have. So for example, we might look at an acquisition that could expand a product line that's in the refinery market that's next to product that we currently sell. So those are the types of things, and we're always looking for acquisitions, big or small. We see a number of them, we evaluate a number of them, we use a fairly disciplined approach, and have a number of them in the pipeline at this point.

Operator

[Operator Instructions]

Christopher L. Conway

With that, if there's no more questions, I'll close and indicate that the results we've reported on today come from the hard work of all our CLARCOR employees. When times are uncertain, CLARCOR continues to invest to grow the business, as we've talked about today, and to make it more profitable. Thank you for your interest and your questions. Right.

Operator

And this does conclude today's conference. We appreciate your participation. At this time, you may disconnect.

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