Document_and_Entity_Informatio
Document and Entity Information Document | 9 Months Ended | |
Aug. 30, 2014 | Sep. 15, 2014 | |
Document and Entity Information [Abstract] | ' | ' |
Entity Registrant Name | 'CLARCOR INC. | ' |
Entity Central Index Key | '0000020740 | ' |
Current Fiscal Year End Date | '--11-29 | ' |
Entity Filer Category | 'Large Accelerated Filer | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Aug-14 | ' |
Document Fiscal Year Focus | '2014 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Amendment Flag | 'false | ' |
Entity Common Stock, Shares Outstanding | ' | 50,125,358 |
Consolidated_Condensed_Stateme
Consolidated Condensed Statements of Earnings (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Income Statement [Abstract] | ' | ' | ' | ' |
Net sales | $400,152 | $289,126 | $1,099,479 | $832,980 |
Cost of sales | 264,827 | 197,226 | 742,197 | 561,380 |
Gross profit | 135,325 | 91,900 | 357,282 | 271,600 |
Selling and administrative expenses | 73,099 | 49,915 | 212,643 | 146,399 |
Operating profit | 62,226 | 41,985 | 144,639 | 125,201 |
Other income (expense): | ' | ' | ' | ' |
Interest expense | -1,336 | -139 | -2,406 | -451 |
Interest income | 101 | 221 | 304 | 528 |
Other, net | -279 | 153 | 3,866 | -70 |
Total other income (expense) | -1,514 | 235 | 1,764 | 7 |
Earnings before income taxes | 60,712 | 42,220 | 146,403 | 125,208 |
Provision for income taxes | 18,947 | 13,447 | 45,751 | 39,754 |
Net earnings | 41,765 | 28,773 | 100,652 | 85,454 |
Net earnings attributable to noncontrolling interests | -62 | -66 | -76 | -234 |
Net earnings attributable to CLARCOR Inc. | $41,703 | $28,707 | $100,576 | $85,220 |
Net earnings per share attributable to CLARCOR Inc. - Basic (in dollars per share) | $0.83 | $0.57 | $1.99 | $1.71 |
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.82 | $0.57 | $1.98 | $1.69 |
Weighted average number of shares outstanding - Basic (in shares) | 50,395,007 | 50,092,548 | 50,457,436 | 49,917,939 |
Weighted average number of shares outstanding - Diluted (in shares) | 50,881,594 | 50,604,809 | 50,917,020 | 50,481,049 |
Dividends paid per share (in dollars per share) | $0.17 | $0.14 | $0.51 | $0.41 |
Consolidated_Condensed_Stateme1
Consolidated Condensed Statements of Comprehensive Earnings (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Net earnings | $41,765 | $28,773 | $100,652 | $85,454 |
Other comprehensive income: | ' | ' | ' | ' |
Pension and other postretirement benefits liability adjustments | 621 | 4,432 | 1,904 | 7,074 |
Pension and other postretirement benefits liability adjustments tax amounts | -241 | -1,580 | -748 | -2,522 |
Pension and other postretirement benefits liability adjustments, net of tax | 380 | 2,852 | 1,156 | 4,552 |
Translation adjustments | -4,379 | -614 | -1,818 | -4,549 |
Translation adjustments tax amounts | 0 | 0 | 0 | 0 |
Translation adjustments, net of tax | -4,379 | -614 | -1,818 | -4,549 |
Comprehensive earnings | 37,766 | 31,011 | 99,990 | 85,457 |
Comprehensive earnings attributable to CLARCOR Inc. | 37,949 | 30,956 | 100,146 | 85,229 |
Non-redeemable noncontrolling interests [Member] | ' | ' | ' | ' |
Other comprehensive income: | ' | ' | ' | ' |
Comprehensive earnings attributable to noncontrolling interests | 139 | -27 | 6 | -168 |
Redeemable noncontrolling interests [Member] | ' | ' | ' | ' |
Other comprehensive income: | ' | ' | ' | ' |
Comprehensive earnings attributable to noncontrolling interests | $44 | ($28) | $150 | ($60) |
Consolidated_Condensed_Balance
Consolidated Condensed Balance Sheets (USD $) | Aug. 30, 2014 | Nov. 30, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $77,625 | $411,562 |
Restricted cash | 0 | 763 |
Accounts receivable, less allowance for losses of $11,400 and $9,183, respectively | 313,745 | 224,829 |
Inventories | 280,961 | 218,786 |
Deferred income taxes | 30,540 | 25,313 |
Income taxes receivable | 0 | 1,000 |
Prepaid expenses and other current assets | 18,221 | 9,868 |
Total current assets | 721,092 | 892,121 |
Property, plant and equipment, at cost, less accumulated depreciation of $354,735 and $332,787 respectively | 276,924 | 208,953 |
Goodwill | 511,212 | 241,299 |
Acquired intangible assets, less accumulated amortization | 357,955 | 89,881 |
Other noncurrent assets | 17,324 | 16,589 |
Total assets | 1,884,507 | 1,448,843 |
Current liabilities: | ' | ' |
Current portion of long-term debt | 233 | 50,223 |
Accounts payable and accrued liabilities | 224,898 | 157,538 |
Income taxes payable | 4,665 | 0 |
Total current liabilities | 229,796 | 207,761 |
Long-term debt, less current portion | 425,268 | 116,413 |
Long-term pension and postretirement healthcare benefits liabilities | 18,743 | 19,792 |
Deferred income taxes | 105,424 | 64,415 |
Other long-term liabilities | 9,262 | 5,753 |
Total liabilities | 788,493 | 414,134 |
Contingencies (Note 11) | ' | ' |
Redeemable noncontrolling interests | 1,686 | 1,836 |
SHAREHOLDERS' EQUITY | ' | ' |
Capital stock | 50,143 | 50,371 |
Capital in excess of par value | 9,560 | 22,278 |
Accumulated other comprehensive loss | -30,244 | -29,814 |
Retained earnings | 1,063,838 | 989,013 |
Total CLARCOR Inc. equity | 1,093,297 | 1,031,848 |
Noncontrolling interests | 1,031 | 1,025 |
Total shareholders' equity | 1,094,328 | 1,032,873 |
Total liabilities and shareholders' equity | $1,884,507 | $1,448,843 |
Consolidated_Condensed_Balance1
Consolidated Condensed Balance Sheets (Parenthetical) (USD $) | Aug. 30, 2014 | Nov. 30, 2013 |
In Thousands, unless otherwise specified | ||
Allowance for losses | $11,400 | $9,183 |
Accumulated depreciation | $354,735 | $332,787 |
Consolidated_Condensed_Stateme2
Consolidated Condensed Statements of Cash Flows (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 |
Cash flows from operating activities: | ' | ' |
Net earnings | $100,652 | $85,454 |
Depreciation | 22,359 | 19,885 |
Amortization | 14,126 | 4,454 |
Other noncash items | 972 | 1,800 |
Net loss on disposition of assets | 67 | 3,824 |
Bargain purchase gain | -2,815 | 0 |
Stock-based compensation expense | 4,909 | 4,074 |
Excess tax benefit from stock-based compensation | -705 | -7,313 |
Deferred income taxes | -1,166 | 6,610 |
Change in assets and liabilities | -39,550 | -47,592 |
Net cash provided by operating activities | 98,849 | 71,196 |
Cash flows from investing activities: | ' | ' |
Restricted cash | 1,364 | -9,207 |
Business acquisitions, net of cash acquired | -595,328 | 0 |
Additions to plant assets | -52,524 | -25,491 |
Proceeds from disposition of plant assets | 354 | 2,673 |
Investment in affiliates | -473 | -615 |
Net cash used in investing activities | -646,607 | -32,640 |
Cash flows from financing activities: | ' | ' |
Net payments on multicurrency revolving credit facility | -36,000 | 0 |
Borrowings under term loan facility | 315,000 | 0 |
Payments on term loan facility | -20,000 | 0 |
Payments on long-term debt, including business acquisition-related seller financing | -1,562 | -3,979 |
Payment of financing costs | -723 | 0 |
Sale of capital stock under stock option and employee purchase plans | 4,208 | 24,204 |
Payments for repurchase of common stock | -21,959 | -24,149 |
Excess tax benefit from stock-based compensation | 705 | 7,313 |
Dividend paid to noncontrolling interests | -166 | -206 |
Cash dividends paid | -25,751 | -20,219 |
Net cash provided by (used in) financing activities | 213,752 | -17,036 |
Net effect of exchange rate changes on cash | 69 | -157 |
Net change in cash and cash equivalents | -333,937 | 21,363 |
Cash and cash equivalents, beginning of period | 411,562 | 185,496 |
Cash and cash equivalents, end of period | 77,625 | 206,859 |
Cash paid during the period for: | ' | ' |
Interest | 1,831 | 301 |
Income taxes, net of refunds | $44,226 | $29,947 |
Consolidated_Condensed_Financi
Consolidated Condensed Financial Statements | 9 Months Ended | |||||||||||
Aug. 30, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Consolidated Condensed Financial Statements | ' | |||||||||||
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS | ||||||||||||
Basis of Presentation | ||||||||||||
CLARCOR Inc. and its subsidiaries (collectively, the “Company” or “CLARCOR”) is a global provider of filtration products, filtration systems and services, and consumer and industrial packaging products. As discussed further in Note 13, the Company has three reportable segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and Packaging. The Consolidated Condensed Financial Statements include all domestic and foreign subsidiaries that were more than 50% owned and controlled as of each respective reporting period presented. All intercompany accounts and transactions have been eliminated. | ||||||||||||
The Consolidated Condensed Statements of Earnings, the Consolidated Condensed Statements of Comprehensive Earnings and the Consolidated Condensed Statements of Cash Flows for the periods ended August 30, 2014 and August 31, 2013 and the Consolidated Condensed Balance Sheet as of August 30, 2014 have been prepared by the Company without audit. The Consolidated Condensed Financial Statements have been prepared on the same basis as those in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2013 (“2013 Form 10-K”). The November 30, 2013 Consolidated Condensed Balance Sheet data was derived from the Company’s year-end audited Consolidated Financial Statements as presented in the 2013 Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). 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, 2014, are not necessarily indicative of the operating results for the full year. The information included in this Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the 2013 Form 10-K. | ||||||||||||
Cash and Cash Equivalents and Restricted Cash | ||||||||||||
Highly liquid investments with an original maturity of three months or less when purchased and that are readily saleable are considered to be cash and cash equivalents. Restricted cash represents funds held in escrow and cash balances held by German banks as collateral for certain guarantees of overseas subsidiaries. Restricted cash classified as current corresponds to funds held in escrow that will be used within one year or guarantees that expire within one year. The Company also has $1,294 and $1,896 of noncurrent restricted cash recorded in Other noncurrent assets as of August 30, 2014 and November 30, 2013, respectively, corresponding to guarantees and escrow agreements that expire longer than one year from the dates of the Consolidated Condensed Balance Sheets. | ||||||||||||
Inventories | ||||||||||||
Inventories are valued at the lower of cost or market primarily determined on the first-in, first-out (“FIFO”) method of inventory costing, which approximates current cost. Inventories are summarized as follows: | ||||||||||||
August 30, | November 30, | |||||||||||
2014 | 2013 | |||||||||||
Raw materials | $ | 108,685 | $ | 80,741 | ||||||||
Work in process | 43,923 | 34,402 | ||||||||||
Finished products | 128,353 | 103,643 | ||||||||||
Inventories | $ | 280,961 | $ | 218,786 | ||||||||
Accumulated Other Comprehensive Income (Loss) | ||||||||||||
Changes in accumulated other comprehensive income (loss) by component for three and nine months ended August 30, 2014 are as follows: | ||||||||||||
Pension Benefits | Foreign Currency Translation Adjustments | Total | ||||||||||
Balance at May 31, 2014, net of tax | $ | (29,102 | ) | $ | 2,612 | $ | (26,490 | ) | ||||
Other comprehensive income (loss) before reclassifications and tax | (97 | ) | (4,134 | ) | (4,231 | ) | ||||||
Tax benefit | 26 | — | 26 | |||||||||
Other comprehensive income (loss) before reclassifications, net of tax | (71 | ) | (4,134 | ) | (4,205 | ) | ||||||
Reclassifications, before tax | 718 | (a) | — | 718 | ||||||||
Tax expense | (267 | ) | — | (267 | ) | |||||||
Reclassifications, net of tax | 451 | — | 451 | |||||||||
Other comprehensive income, net of tax | 380 | (4,134 | ) | (3,754 | ) | |||||||
Balance at August 30, 2014, net of tax | $ | (28,722 | ) | $ | (1,522 | ) | $ | (30,244 | ) | |||
Balance at November 30, 2013, net of tax | $ | (29,878 | ) | $ | 64 | $ | (29,814 | ) | ||||
Other comprehensive income (loss) before reclassifications and tax | (250 | ) | (1,586 | ) | (1,836 | ) | ||||||
Tax benefit | 86 | — | 86 | |||||||||
Other comprehensive income (loss) before reclassifications, net of tax | (164 | ) | (1,586 | ) | (1,750 | ) | ||||||
Reclassifications, before tax | 2,154 | (a) | — | 2,154 | ||||||||
Tax expense | (834 | ) | — | (834 | ) | |||||||
Reclassifications, net of tax | 1,320 | — | 1,320 | |||||||||
Other comprehensive income, net of tax | 1,156 | (1,586 | ) | (430 | ) | |||||||
Balance at August 30, 2014, net of tax | $ | (28,722 | ) | $ | (1,522 | ) | $ | (30,244 | ) | |||
___________ | ||||||||||||
(a) Includes amortization of prior service cost and net actuarial loss included in net periodic benefit cost (see Note 9) that were reclassified from accumulated other comprehensive income (loss) to selling and administrative expenses. | ||||||||||||
Derivatives | ||||||||||||
From time-to-time, the Company may make use of derivative financial instruments to manage certain foreign currency risks, including foreign currency forward contracts. The Company recognizes all derivatives on the balance sheet at fair value. Derivatives that are not accounted for as hedges are adjusted to fair value through income, with realized and unrealized gains and losses on such instruments recorded in Other, net income in the Condensed Consolidated Statements of Earnings. Periodic settlement payments and receipts are recorded as a component of cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. | ||||||||||||
New Accounting Guidance | ||||||||||||
In February 2013, the Financial Accounting Standards Board ("FASB") updated the disclosure requirements for accumulated other comprehensive income ("AOCI"). The updated guidance requires companies to disclose amounts reclassified out of AOCI by component. The updated guidance does not affect how net income or other comprehensive income are calculated or presented. The adoption of this guidance on December 1, 2013 did not have a material impact on the Consolidated Financial Statements. For additional information, refer to "Accumulated Other Comprehensive Income (Loss)" above. | ||||||||||||
In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, "Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 also expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2014 (fiscal year 2016 for the Company). The adoption of this update is not expected to have a material impact on the Company's Consolidated Financial Statements. | ||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 (fiscal year 2018 for the Company) and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company has not yet determined the potential effects of the adoption of ASU 2014-09 on its Consolidated Financial Statements. | ||||||||||||
Revisions to Previously Issued Financial Statements | ||||||||||||
The Company revised its Condensed Consolidated Statement of Cash Flows for the nine months ended August 31, 2013 to properly reflect payments made for business acquisition-related seller financing amounts. The revision resulted in a decrease in the previously reported caption "Business acquisitions, net of cash acquired," a cash outflow from investing activities, of approximately $3,811 and an increase in the caption "Payments on long-term debt, including business acquisition-related seller financing," a cash outflow from financing activities, of approximately $3,811. This revision is not material to the Condensed Consolidated Statement of Cash Flows for the nine months ended August 31, 2013 and has no impact on the Condensed Consolidated Balance Sheet, Condensed Consolidated Statement of Earnings or Condensed Consolidated Statement of Comprehensive Earnings. |
Business_Acquisitions_and_Inve
Business Acquisitions and Investments | 9 Months Ended | |||||||||||||||||||||||||||||
Aug. 30, 2014 | ||||||||||||||||||||||||||||||
Business Combinations [Abstract] | ' | |||||||||||||||||||||||||||||
Business Acquisitions and Investments | ' | |||||||||||||||||||||||||||||
BUSINESS ACQUISITIONS AND INVESTMENTS | ||||||||||||||||||||||||||||||
Business Acquisitions | ||||||||||||||||||||||||||||||
CLARCOR Engine Mobile Solutions | ||||||||||||||||||||||||||||||
On May 1, 2014, the Company acquired Stanadyne Corporation's diesel fuel filtration business (the “Stanadyne Business”) through the acquisition of the stock of Stanadyne Holdings, Inc. The business, which now operates as “CLARCOR Engine Mobile Solutions,” is a leading supplier of original equipment and replacement fuel filtration products, primarily for heavy-duty diesel engines used in off-road, agricultural and construction applications. | ||||||||||||||||||||||||||||||
CLARCOR Engine Mobile Solutions has approximately 200 employees and is headquartered in Windsor, Connecticut, with manufacturing operations in Washington, North Carolina. Its results are included as part of the Company’s Engine/Mobile Filtration segment from the date of acquisition. The purchase price paid was approximately $327,719 in cash (cash to Stanadyne Corporation of $327,719, net of $0 cash acquired), which the Company funded with cash on hand, a $315,000 term loan and $10,000 borrowed under the Company’s revolving credit agreement (see Note 8). | ||||||||||||||||||||||||||||||
A preliminary allocation of the purchase price to the assets acquired and liabilities assumed was made based on available information and incorporating management’s best estimates. Assets acquired and liabilities assumed in the transaction were recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred. The Company is currently in the process of finalizing the valuation of the assets acquired and liabilities assumed. The actual allocation of the final purchase price and the resulting effect on income from operations may differ from the unaudited pro forma amounts included herein. The Company expects to finalize the purchase price allocation within one year of the purchase date. | ||||||||||||||||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of CLARCOR Engine Mobile Solutions: | ||||||||||||||||||||||||||||||
Accounts receivable | $ | 19,548 | ||||||||||||||||||||||||||||
Inventories | 7,367 | |||||||||||||||||||||||||||||
Deferred income taxes | 4,121 | |||||||||||||||||||||||||||||
Property, plant and equipment | 10,176 | |||||||||||||||||||||||||||||
Goodwill | 194,618 | |||||||||||||||||||||||||||||
Intangible assets | 146,430 | |||||||||||||||||||||||||||||
Total assets acquired | 382,260 | |||||||||||||||||||||||||||||
Current liabilities | 8,476 | |||||||||||||||||||||||||||||
Other noncurrent liabilities | 2,000 | |||||||||||||||||||||||||||||
Deferred income taxes | 44,065 | |||||||||||||||||||||||||||||
Net assets acquired | $ | 327,719 | ||||||||||||||||||||||||||||
The Stanadyne Business was acquired to significantly increase CLARCOR’s presence in the design, manufacture and supply of original equipment diesel fuel filtration products and the related original equipment services aftermarket, while also providing enhanced scale and market presence to support growth for CLARCOR’s other Engine/Mobile Filtration businesses -- including the heavy-duty fuel, oil, hydraulic and air filtration products manufactured and marketed by Baldwin Filters -- through original equipment customers and services channels. Goodwill of $194,618 recorded in connection with the acquisition, which is not deductible for tax purposes, represents the estimated value of such future opportunities. A summary of the intangible assets acquired is shown in the following table: | ||||||||||||||||||||||||||||||
Estimated | Weighted average | Amortization | ||||||||||||||||||||||||||||
Identifiable intangible assets | Value | Useful life | Method | |||||||||||||||||||||||||||
Customer relationships | $ | 135,250 | 13 years | Straight-line | ||||||||||||||||||||||||||
Developed technology | 11,000 | 10 years | Straight-line | |||||||||||||||||||||||||||
Trademarks | 180 | Indefinite | Not amortized | |||||||||||||||||||||||||||
$ | 146,430 | |||||||||||||||||||||||||||||
Net sales and operating profit for CLARCOR Engine Mobile Solutions subsequent to the date it was acquired by the Company for the three and nine months ended August 30, 2014 (which, in the case of the nine-month period ended August 30, 2014, includes the period from May 1, 2014, to August 30, 2014) were as follows: | ||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 30, 2014 | |||||||||||||||||||||||||||||
Net sales | $ | 28,014 | $ | 37,006 | ||||||||||||||||||||||||||
Operating profit | 7,275 | 5,348 | ||||||||||||||||||||||||||||
CLARCOR Industrial Air | ||||||||||||||||||||||||||||||
On December 16, 2013, the Company acquired the Air Filtration business of General Electric Company’s (“GE”) Power and Water division through the acquisition of certain assets and the assumption of certain liabilities, as well as the acquisition of the stock of a subsidiary of GE. The business, which now operates as “CLARCOR Industrial Air”, was acquired to significantly increase the Company’s presence in air inlet filtration products for natural gas turbines and to expand the Company’s product offerings, technologies and customer base in industrial air filtration. CLARCOR Industrial Air employs approximately 700 people and is headquartered in Overland Park, Kansas, with manufacturing operations in Missouri and the U.K. Its results are included as part of the Company’s Industrial/Environmental Filtration segment from the date of acquisition. The purchase price paid was approximately $260,312 in cash (cash to GE of $263,758, net of $3,446 cash acquired), which the Company funded with cash on hand, a $100,000 term loan and $50,000 of cash borrowed under the Company’s revolving credit agreement. | ||||||||||||||||||||||||||||||
CLARCOR Industrial Air operates primarily in three markets -- gas turbine filtration, industrial air filtration, and specialty membranes. In gas turbine filtration, CLARCOR Industrial Air designs and manufactures high performance inlet filter houses and replacement filter elements for gas turbines used in a wide range of applications, including on-shore power generation plants, on-shore and off-shore oil and gas platforms and pipelines, distributed power generation and commercial and military marine applications. In industrial air filtration, CLARCOR Industrial Air designs and manufactures high performance filter elements for use in a variety of industries, sold to a wide range of customers under various trade names. The specialty membrane business designs and manufactures high performance membranes for apparel and microfiltration. | ||||||||||||||||||||||||||||||
A preliminary allocation of the purchase price to the assets acquired and liabilities assumed was made based on available information and incorporating management’s best estimates. Assets acquired and liabilities assumed in the transaction were recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred. The Company is currently in the process of finalizing the valuations of assets acquired and liabilities assumed. The actual allocation of the final purchase price and the resulting effect on income from operations may differ from the unaudited pro forma amounts included herein. The Company expects to finalize the purchase price allocation within one year of the purchase date. | ||||||||||||||||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of CLARCOR Industrial Air: | ||||||||||||||||||||||||||||||
Accounts receivable | $ | 34,453 | ||||||||||||||||||||||||||||
Inventories | 41,884 | |||||||||||||||||||||||||||||
Other current assets | 837 | |||||||||||||||||||||||||||||
Property, plant and equipment | 22,903 | |||||||||||||||||||||||||||||
Goodwill | 74,324 | |||||||||||||||||||||||||||||
Intangible assets | 133,020 | |||||||||||||||||||||||||||||
Total assets acquired | 307,421 | |||||||||||||||||||||||||||||
Total liabilities | 47,109 | |||||||||||||||||||||||||||||
Net assets acquired | $ | 260,312 | ||||||||||||||||||||||||||||
The Company believes the CLARCOR Industrial Air business provides it with a strong platform in the gas turbine filtration market from which to grow, both with respect to first-fit applications as well as the aftermarket, and a broad line of products, in-depth customer knowledge and service capabilities with which to grow in various industrial air filtration markets. Goodwill of $74,324 recorded in connection with the CLARCOR Industrial Air acquisition, which is deductible for tax purposes, represents the estimated value of such future opportunities. A summary of the intangible assets acquired, weighted-average useful lives and amortization methods is shown in the following table: | ||||||||||||||||||||||||||||||
Estimated | Weighted average | Amortization | ||||||||||||||||||||||||||||
Identifiable intangible assets | Value | Useful life | Method | |||||||||||||||||||||||||||
Trade names | $ | 35,100 | Indefinite | Not amortized | ||||||||||||||||||||||||||
Customer relationships | 77,300 | 13 years | Straight-line | |||||||||||||||||||||||||||
Developed technology | 19,900 | 13 years | Straight-line | |||||||||||||||||||||||||||
GE Transitional Trademark License | 50 | Less than 1 Year | Accelerated | |||||||||||||||||||||||||||
Backlog | 670 | Less than 1 Year | Accelerated | |||||||||||||||||||||||||||
$ | 133,020 | |||||||||||||||||||||||||||||
Net sales and operating profit for CLARCOR Industrial Air subsequent to the date it was acquired by the Company for the three and nine months ended August 30, 2014 (which, in the case of the nine-month period ended August 30, 2014, includes the period from December 16, 2013 to August 30, 2014) were as follows: | ||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 30, 2014 | |||||||||||||||||||||||||||||
Net sales | $ | 59,842 | $ | 172,205 | ||||||||||||||||||||||||||
Operating profit | 5,038 | 8,810 | ||||||||||||||||||||||||||||
Pro Forma Results for CLARCOR giving effect to the acquisitions of CLARCOR Engine Mobile Solutions and CLARCOR Industrial Air | ||||||||||||||||||||||||||||||
The following unaudited pro forma information presents the combined results of operations of CLARCOR, CLARCOR Industrial Air and CLARCOR Engine Mobile Solutions as if both acquisitions had been completed on December 2, 2012, the beginning of fiscal 2013. The pro forma information is presented for information purposes only and does not purport to be indicative of the results of operations or future results that would have been achieved if the acquisitions and related borrowings had taken place at the beginning of fiscal 2013. The pro forma information combines the historical results of CLARCOR with the historical results of CLARCOR Industrial Air and CLARCOR Engine Mobile Solutions for the periods presented. | ||||||||||||||||||||||||||||||
Prior to acquisition by CLARCOR, the business now operated as CLARCOR Industrial Air was a wholly-owned business of GE’s Power and Water division, and the business now operated as CLARCOR Engine Mobile Solutions was a wholly-owned business of Stanadyne Corporation. As such, neither business was a stand-alone entity for financial reporting purposes. Accordingly, the historical operating results of CLARCOR Industrial Air and CLARCOR Engine Mobile Solutions may not be indicative of the results that might have been achieved, historically or in the future, if CLARCOR Industrial Air and CLARCOR Engine Mobile Solutions had been stand-alone entities. | ||||||||||||||||||||||||||||||
The unaudited pro forma results for the three-month and nine-month periods ended August 30, 2014 and August 31, 2013 include amortization charges for acquired intangible assets, and adjustments to depreciation expense, interest expense, transaction costs incurred, adjustments to cost of sales to reflect the estimated fair values of inventory at the acquisition date, other income and related tax effects. The unaudited pro forma results do not give effect to any synergies, operating efficiencies or cost savings that may result from these acquisitions. These pro forma amounts are based on a preliminary allocation of the purchase price to estimates of the fair values of the assets acquired and liabilities assumed. The pro forma amounts include the Company’s preliminary determination of purchase accounting adjustments based on available information and certain assumptions that the Company believes are reasonable. | ||||||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 31, 2013 | |||||||||||||||||||||||||||||
As reported | CLARCOR | CLARCOR | Pro forma | As reported | CLARCOR | CLARCOR | Pro forma | |||||||||||||||||||||||
Engine Mobile Solutions | Industrial Air | Engine Mobile Solutions | Industrial Air | |||||||||||||||||||||||||||
Net sales | $ | 400,152 | $ | — | $ | — | $ | 400,152 | $ | 289,126 | $ | 27,384 | $ | 63,019 | $ | 379,529 | ||||||||||||||
Operating profit | 62,226 | — | 171 | (b) | 62,397 | 41,985 | 8,325 | (d) | 6,467 | (f) | 56,777 | |||||||||||||||||||
Net earnings attributable to CLARCOR | 41,703 | — | 125 | 41,828 | 28,707 | 4,849 | 4,586 | 38,142 | ||||||||||||||||||||||
Diluted earnings per share | $ | 0.82 | $ | — | $ | — | $ | 0.82 | $ | 0.57 | $ | 0.1 | $ | 0.09 | $ | 0.76 | ||||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 31, 2013 | |||||||||||||||||||||||||||||
As reported | CLARCOR | CLARCOR | Pro forma | As reported | CLARCOR | CLARCOR | Pro forma | |||||||||||||||||||||||
Engine Mobile Solutions | Industrial Air | Engine Mobile Solutions | Industrial Air | |||||||||||||||||||||||||||
Net sales | $ | 1,099,479 | $ | 46,837 | $ | 15,422 | $ | 1,161,738 | $ | 832,980 | $ | 77,843 | $ | 163,618 | $ | 1,074,441 | ||||||||||||||
Operating profit | 144,639 | 17,677 | (a) | 8,814 | (c) | 171,130 | 125,201 | 17,602 | (e) | 3,213 | (g) | 146,016 | ||||||||||||||||||
Net earnings attributable to CLARCOR | 100,576 | 10,485 | 6,551 | 117,612 | 85,220 | 9,650 | 1,956 | 96,826 | ||||||||||||||||||||||
Diluted earnings per share | $ | 1.98 | $ | 0.21 | $ | 0.13 | $ | 2.32 | $ | 1.69 | $ | 0.19 | $ | 0.04 | $ | 1.92 | ||||||||||||||
(a) | Includes adjustments to remove transaction costs of $3,035 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $1,368, which have been pushed back to the nine months ended August 31, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(b) | Includes adjustments to cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $126, which have been pushed back to the three and nine month periods ended August 31, 2013 for pro forma presentation. | |||||||||||||||||||||||||||||
(c) | Includes adjustments to remove transaction costs of $2,089 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,342, which have been pushed back to the nine months ended August 31, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(d) | Includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(e) | Includes adjustments to push back transaction costs of $3,075 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $1,368. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(f) | Includes adjustments to push back cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $126. Also includes adjustments to intangible asset amortization, depreciation expense and interest expenese. | |||||||||||||||||||||||||||||
(g) | Includes adjustments to push back transaction costs of $3,740 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,468. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
Bekaert Business | ||||||||||||||||||||||||||||||
On December 3, 2013, the Company acquired from NV Bekaert SA 100% of the outstanding shares of Bekaert Advanced Filtration SA (Belgium), 100% of the outstanding shares of PT Bekaert Advanced Filtration (Indonesia) and certain other assets in India, China and the U.S. (collectively, the “Bekaert Business”). The purchase price was approximately $7,297 in cash (net of cash acquired), which the Company paid with cash on hand. | ||||||||||||||||||||||||||||||
The Bekaert Business has approximately 170 employees, and manufacturing facilities located in Belgium and Indonesia, as well as sales personnel in North and South America. The business is engaged in the manufacture and supply of engineered metal filters and systems used primarily in the polymer and plastics industry. The Bekaert Business was acquired to expand the Company’s technical capabilities, improve the Company's product offerings and help the Company continue to grow in Europe and in Asia. The business has been merged into the Company’s Purolator Advanced Filtration Group, headquartered in Greensboro, North Carolina. Its results are included as part of the Company’s Industrial/Environmental Filtration segment from the date of acquisition. | ||||||||||||||||||||||||||||||
A preliminary allocation of the purchase price to the assets acquired and liabilities assumed was made based on available information and incorporating management’s best estimates. Assets acquired and liabilities assumed in the transaction were recorded at their estimated acquisition date fair values, while transaction costs associated with the acquisition were expensed as incurred. Acquired finite-lived intangible assets of $2,057 were recorded in connection with the purchase. The $2,815 excess of the fair value of the identifiable assets acquired and liabilities assumed over the purchase price was recorded as a bargain purchase gain and is included in “Other, net” income in the Consolidated Condensed Statements of Earnings. Prior to recording this gain, the Company reassessed its identification of assets acquired and liabilities assumed, including the use of independent valuation experts to assist the Company in appraising the personal property, real property and intangible assets acquired. The Company believes there were several factors that contributed to this transaction resulting in a bargain purchase gain, including the business falling outside of NV Bekaert SA’s core activities and historical losses incurred by the business. | ||||||||||||||||||||||||||||||
The Company is currently in the process of finalizing the valuations of all assets acquired and liabilities assumed. The Company expects to finalize the purchase price allocation within one year of the purchase date. | ||||||||||||||||||||||||||||||
Net sales and operating loss for the Bekaert business subsequent to the date it was acquired by the Company for the three and nine months ended August 30, 2014 were as follows: | ||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
30-Aug-14 | 30-Aug-14 | |||||||||||||||||||||||||||||
Net sales | $ | 2,809 | $ | 9,111 | ||||||||||||||||||||||||||
Operating loss | (125 | ) | (679 | ) | ||||||||||||||||||||||||||
Modular | ||||||||||||||||||||||||||||||
On May 9, 2012, the Company acquired 100% of the shares in Modular Engineering Company Pty Ltd. ("Modular") for $7,875. An initial payment of $5,237 was made at closing with the remaining purchase price to be paid in two installments on the first and second anniversaries of the original closing date. The first installment of $1,530 was made on May 8, 2013 and the second installment of $1,391 was paid on May 8, 2014. | ||||||||||||||||||||||||||||||
Investments | ||||||||||||||||||||||||||||||
The Company owns 30% of BioProcessH2O LLC (“BPH”), a Rhode Island-based manufacturer of industrial waste water and water reuse filtration systems. During the three and nine months ended August 30, 2014 and August 31, 2013, the Company did not make any additional investments. The Company has $21 accrued which has not yet been funded and is included in Accounts payable and accrued liabilities in the accompanying Consolidated Condensed Balance Sheets at both August 30, 2014 and November 30, 2013. The investment, with a carrying amount of $3,032 and $3,097, at August 30, 2014 and November 30, 2013, respectively, included in Other noncurrent assets in the Consolidated Condensed Balance Sheets, is being accounted for under the equity method of accounting. The carrying amount is adjusted each period to recognize the Company’s share of the earnings or losses of BPH, included in Other, net in the Consolidated Condensed Statements of Earnings, based on the percentage of ownership, as well as the receipt of any dividends. During the three and nine months ended August 30, 2014 and August 31, 2013, the Company did not receive any dividends from BPH. | ||||||||||||||||||||||||||||||
The Company also owns 15.65% of BioProcess Algae LLC (“Algae”), a Delaware-based company developing technology to grow and harvest algae which can be used to consume carbon dioxide and also be used as a renewable energy source. During the three and nine months ended August 30, 2014, the Company invested an additional $600 and $1,073, respectively, into Algae. The investment, with a carrying amount of $3,277 and $2,204 at August 30, 2014 and November 30, 2013, respectively, included in Other noncurrent assets, is being accounted for under the cost method of accounting. Under the cost method, the Company recognizes dividends as income when received and reviews the cost basis of the investment for impairment if factors indicate that a decrease in value of the investment has occurred. During the three and nine months ended August 30, 2014 and August 31, 2013, the Company did not receive any dividends from Algae. |
Incentive_Plans_and_StockBased
Incentive Plans and Stock-Based Compensation | 9 Months Ended | |||||||||||||||||||||||||
Aug. 30, 2014 | ||||||||||||||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||||||||||||||
Incentive Plans and Stock-Based Compensation | ' | |||||||||||||||||||||||||
INCENTIVE PLANS AND STOCK-BASED COMPENSATION | ||||||||||||||||||||||||||
On March 25, 2014, the shareholders of CLARCOR approved the 2014 Incentive Plan, which replaced the 2009 Incentive Plan. Previously, on March 23, 2009, the shareholders of CLARCOR approved the 2009 Incentive Plan, which replaced the 2004 Incentive Plan. The 2014 Incentive Plan allows the Company to grant stock options, restricted stock unit awards, restricted stock, performance awards and other awards to officers, directors and key employees of up to 6,600,000 shares during a ten-year period that ends in April 2024. Upon share option exercise or restricted stock unit award conversion, the Company issues new shares unless treasury shares are available. The key provisions of the Company’s stock-based incentive plans are described in Note M of the Company’s Consolidated Financial Statements included in the 2013 Form 10-K. | ||||||||||||||||||||||||||
Stock Options | ||||||||||||||||||||||||||
Nonqualified stock options are granted at exercise prices equal to the market price of CLARCOR common stock at the date of grant, which is the date the Company’s Board of Directors approves the grant and the participants receive it. The Company’s Board of Directors determines the vesting requirements for stock options at the time of grant and may accelerate vesting. In general, options granted to key employees vest 25% per year beginning at the end of the first year; therefore, they become fully exercisable at the end of four years. Vesting may be accelerated in the event of retirement, disability or death of a participant or change in control of the Company. Options granted to non-employee directors vest immediately. All options expire ten years from the date of grant unless otherwise terminated. Beginning in 2013, stock-based compensation for the Company's Board of Directors is in the form of a grant of shares of stock, rather than stock options. | ||||||||||||||||||||||||||
The following table summarizes information related to stock options and stock option exercises during the three and nine months ended August 30, 2014 and August 31, 2013. | ||||||||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
August 30, | August 31, | August 30, | August 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
Pre-tax compensation expense | $ | 925 | $ | 775 | $ | 2,957 | $ | 2,436 | ||||||||||||||||||
Deferred tax benefits | (330 | ) | (276 | ) | (1,053 | ) | (867 | ) | ||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 354 | 3,119 | 604 | 6,018 | ||||||||||||||||||||||
Fair value of stock options on date of grant | — | 32 | 4,650 | 3,868 | ||||||||||||||||||||||
Total intrinsic value of stock options exercised | 1,253 | 11,417 | 2,409 | 20,297 | ||||||||||||||||||||||
Cash received upon exercise of stock options | 1,430 | 16,091 | 3,254 | 23,275 | ||||||||||||||||||||||
Addition to capital in excess of par value due to exercise of stock options | 1,740 | 18,707 | 3,756 | 27,520 | ||||||||||||||||||||||
The following table summarizes activity for the nine months ended August 30, 2014 with respect to stock options granted by the Company and includes options granted under the 1994 Incentive Plan, the 2004 Incentive Plan, the 2009 Incentive Plan and the 2014 Incentive Plan. | ||||||||||||||||||||||||||
Options Granted | Weighted | |||||||||||||||||||||||||
Under Incentive | Average | |||||||||||||||||||||||||
Plans | Exercise Price | |||||||||||||||||||||||||
Outstanding at beginning of year | 2,208,314 | $ | 40.76 | |||||||||||||||||||||||
Granted | 450,700 | $ | 61.49 | |||||||||||||||||||||||
Exercised | -94,411 | $ | 34.47 | |||||||||||||||||||||||
Surrendered | -20,610 | $ | 53.05 | |||||||||||||||||||||||
Outstanding at end of period | 2,543,993 | $ | 44.56 | |||||||||||||||||||||||
Exercisable at end of period | 1,612,484 | $ | 39.39 | |||||||||||||||||||||||
At August 30, 2014, there was $7,087 of unrecognized compensation cost related to option awards which the Company expects to recognize over a weighted-average period of 2.59 years. | ||||||||||||||||||||||||||
The following table summarizes information about the Company’s outstanding and exercisable options at August 30, 2014. | ||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||||||
Range of Exercise | Number | Weighted | Intrinsic Value | Weighted | Number | Weighted | Intrinsic Value | Weighted | ||||||||||||||||||
Prices | Average | Average | Average | Average | ||||||||||||||||||||||
Exercise | Remaining Life | Exercise | Remaining Life | |||||||||||||||||||||||
Price | in Years | Price | in Years | |||||||||||||||||||||||
$25.31 - $28.79 | 133,900 | $ | 26.98 | $ | 4,850 | 1.92 | 133,900 | $ | 26.98 | $ | 4,851 | 1.92 | ||||||||||||||
$31.96 - $38.06 | 675,883 | $ | 33.85 | 19,842 | 3.77 | 675,883 | $ | 33.85 | 19,842 | 3.77 | ||||||||||||||||
$40.73 - $49.91 | 1,291,010 | $ | 46.2 | 21,965 | 7.42 | 802,076 | $ | 46.12 | 13,704 | 7.1 | ||||||||||||||||
$55.01 - $61.57 | 443,200 | $ | 61.45 | 780 | 9.3 | 625 | $ | 55.01 | 5 | 8.75 | ||||||||||||||||
2,543,993 | $ | 44.56 | $ | 47,437 | 6.49 | 1,612,484 | $ | 39.39 | $ | 38,402 | 5.28 | |||||||||||||||
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 by grant year. | ||||||||||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||||||||
August 30, | August 31, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
Weighted average fair value per option at the date of grant for options granted | $ | 11.5 | $ | 9.98 | ||||||||||||||||||||||
Risk-free interest rate | 1.55 | % | 1.19 | % | ||||||||||||||||||||||
Expected dividend yield | 1.1 | % | 1.19 | % | ||||||||||||||||||||||
Expected volatility factor | 21.38 | % | 25.8 | % | ||||||||||||||||||||||
Expected option term in years | 5 | 5.4 | ||||||||||||||||||||||||
The expected option term in years selected for options granted during each period presented represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior. Expected volatilities are based upon historical volatility of the Company’s monthly stock closing prices over a period equal to the expected life of each option grant. The risk-free interest rate is selected based on yields from U.S. Treasury zero-coupon issues with a remaining term approximately equal to the expected term of the options being valued. Expected dividend yield is based on the estimated dividend yield determined on the date of issuance. | ||||||||||||||||||||||||||
Restricted Stock Unit Awards | ||||||||||||||||||||||||||
The Company’s restricted stock unit awards are considered nonvested share awards. The restricted stock unit awards require no payment from the employee. Compensation cost is recorded based on the market price of the stock on the grant date and is recorded equally over the vesting period of four years. During the vesting period, officers and key employees receive compensation equal to the amount of dividends declared on common shares they would have been entitled to receive had the shares been issued. Upon vesting, employees may elect to defer receipt of their shares. There were 16,986 and 14,760 vested and deferred shares at August 30, 2014 and November 30, 2013, respectively. | ||||||||||||||||||||||||||
The following table summarizes information related to restricted stock unit awards during the three and nine months ended August 30, 2014 and August 31, 2013. | ||||||||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
August 30, | August 31, | August 30, | August 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
Pre-tax compensation expense | $ | 330 | $ | 209 | $ | 1,072 | $ | 678 | ||||||||||||||||||
Deferred tax benefits | (118 | ) | (75 | ) | (382 | ) | (242 | ) | ||||||||||||||||||
Excess tax (expense) benefits associated with tax deductions (under) over the amount of compensation expense recognized in the consolidated condensed financial statements | — | (74 | ) | 101 | 1,280 | |||||||||||||||||||||
Fair value of restricted stock unit awards on date of grant | — | — | 1,524 | 1,068 | ||||||||||||||||||||||
Fair value of restricted stock unit awards vested | — | — | 765 | 621 | ||||||||||||||||||||||
The following table summarizes activity for the nine months ended August 30, 2014 with respect to the restricted stock unit awards. | ||||||||||||||||||||||||||
Units | Weighted | |||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||
Nonvested at beginning of year | 48,044 | $ | 45.18 | |||||||||||||||||||||||
Granted | 24,808 | $ | 61.42 | |||||||||||||||||||||||
Vested | -17,685 | $ | 43.27 | |||||||||||||||||||||||
Nonvested at end of period | 55,167 | $ | 53.09 | |||||||||||||||||||||||
As of August 30, 2014, there was $1,628 of total unrecognized compensation cost related to restricted stock unit awards which the Company expects to recognize over a weighted-average period of 2.50 years. | ||||||||||||||||||||||||||
Directors' Restricted Stock Compensation | ||||||||||||||||||||||||||
The incentive plans provide for grants of shares of common stock to all non-employee directors for annual incentive awards, and for grants of shares of common stock to all non-employee directors equal to a one-year annual retainer in lieu of cash at the directors’ option. The directors’ rights to the shares vest immediately on the date of grant; however, shares issued on annual retainer fees cannot be sold for a six-month period from the date of grant. The following table summarizes information related to directors' stock compensation during the three and nine months ended August 30, 2014 and August 31, 2013. | ||||||||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
August 30, | August 31, | August 30, | August 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
Pre-tax compensation expense | $ | — | $ | 460 | $ | 880 | $ | 960 | ||||||||||||||||||
Shares of Company common stock issued under the plans | — | — | 15,400 | 18,256 | ||||||||||||||||||||||
Noncontrolling_Interests
Noncontrolling Interests | 9 Months Ended | |||||||||||||||
Aug. 30, 2014 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||||||
Noncontrolling Interests | ' | |||||||||||||||
NONCONTROLLING INTERESTS | ||||||||||||||||
Noncontrolling interests changed as follows during the nine months ended August 30, 2014 and August 31, 2013: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
30-Aug-14 | 31-Aug-13 | |||||||||||||||
Redeemable | Non-Redeemable | Redeemable | Non-Redeemable | |||||||||||||
Noncontrolling interests at beginning of period | $ | 1,836 | $ | 1,025 | $ | 1,754 | $ | 986 | ||||||||
Noncontrolling interests (loss) earnings | (96 | ) | 172 | 35 | 199 | |||||||||||
Foreign currency translation | (54 | ) | — | 25 | (31 | ) | ||||||||||
Dividend | — | (166 | ) | — | (206 | ) | ||||||||||
Noncontrolling interests at end of period | $ | 1,686 | $ | 1,031 | $ | 1,814 | $ | 948 | ||||||||
Redeemable Noncontrolling Interests | ||||||||||||||||
In March 2007, the Company acquired an 80% ownership share in Sinfa SA (“SINFA”), a manufacturer of automotive and heavy-duty engine filters based in Casablanca, Morocco. As part of the purchase agreement, the Company and the noncontrolling owners each have an option to require the purchase of the remaining 20% ownership shares by the Company after December 31, 2012 which would result in SINFA becoming a wholly owned subsidiary. As of August 30, 2014, neither the Company nor the noncontrolling owners have exercised the purchase option. The remaining 20% of SINFA owned by the noncontrolling owners has been reported as Redeemable noncontrolling interests and classified as mezzanine equity in the Consolidated Condensed Balance Sheets. The Redeemable noncontrolling interests is reflected at its carrying value, which is greater than its estimated redemption price. If applicable, the Redeemable noncontrolling interests will be accreted to the redemption price, through equity, at the point at which the redemption becomes probable. The Company has not recorded any accretion to date. |
Goodwill_and_Acquired_Intangib
Goodwill and Acquired Intangible Assets | 9 Months Ended | |||||||||||||||
Aug. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Goodwill and Acquired Intangible Assets | ' | |||||||||||||||
GOODWILL AND ACQUIRED INTANGIBLE ASSETS | ||||||||||||||||
All goodwill is stated on a gross basis, as the Company has not recorded any impairment charges against goodwill. The following table reconciles the activity for goodwill by segment for the nine months ended August 30, 2014. | ||||||||||||||||
Engine/Mobile | Industrial/ | Packaging | Total | |||||||||||||
Filtration | Environmental | |||||||||||||||
Filtration | ||||||||||||||||
Goodwill at beginning of year | $ | 21,868 | $ | 219,431 | $ | — | $ | 241,299 | ||||||||
Acquisition | 194,618 | 74,324 | — | 268,942 | ||||||||||||
Currency translation adjustments | (135 | ) | 1,106 | — | 971 | |||||||||||
Goodwill at end of period | $ | 216,351 | $ | 294,861 | $ | — | $ | 511,212 | ||||||||
The following table summarizes acquired intangibles by segment. Other acquired intangibles include parts manufacturer regulatory approvals, developed technology, patents and non-compete agreements. | ||||||||||||||||
Engine/Mobile | Industrial/ | Packaging | Total | |||||||||||||
Filtration | Environmental | |||||||||||||||
Filtration | ||||||||||||||||
August 30, 2014 | ||||||||||||||||
Indefinite Lived Intangibles: | ||||||||||||||||
Trademarks - indefinite lived | $ | 783 | $ | 77,048 | $ | — | $ | 77,831 | ||||||||
Finite Lived Intangibles: | ||||||||||||||||
Trademarks, gross - finite lived | $ | 301 | $ | 488 | $ | — | $ | 789 | ||||||||
Accumulated amortization | (115 | ) | (339 | ) | — | (454 | ) | |||||||||
Trademarks, net - finite lived | $ | 186 | $ | 149 | $ | — | $ | 335 | ||||||||
Customer relationships, gross | $ | 139,547 | $ | 124,768 | $ | — | $ | 264,315 | ||||||||
Accumulated amortization | (5,399 | ) | (27,001 | ) | — | (32,400 | ) | |||||||||
Customer relationships, net | $ | 134,148 | $ | 97,767 | $ | — | $ | 231,915 | ||||||||
Other acquired intangibles, gross | $ | 11,243 | $ | 61,172 | $ | — | $ | 72,415 | ||||||||
Accumulated amortization | (603 | ) | (23,938 | ) | — | (24,541 | ) | |||||||||
Other acquired intangibles, net | $ | 10,640 | $ | 37,234 | $ | — | $ | 47,874 | ||||||||
Total finite lived intangible assets, net | $ | 144,974 | $ | 135,150 | $ | — | $ | 280,124 | ||||||||
Acquired intangible assets, less accumulated amortization | $ | 145,757 | $ | 212,198 | $ | — | $ | 357,955 | ||||||||
The following table summarizes estimated amortization expense. | ||||||||||||||||
Fiscal year 2014 | $ | 20,334 | ||||||||||||||
Fiscal year 2015 | 24,686 | |||||||||||||||
Fiscal year 2016 | 24,553 | |||||||||||||||
Fiscal year 2017 | 24,315 | |||||||||||||||
Fiscal year 2018 | 23,652 | |||||||||||||||
Fair_Value_Measurements
Fair Value Measurements | 9 Months Ended | |||||||||||||||
Aug. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Fair Value Measurements | ' | |||||||||||||||
FAIR VALUE MEASUREMENTS | ||||||||||||||||
Fair Value Measurements | ||||||||||||||||
The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its quarterly and annual financial statements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. Fair value measurements are categorized in a hierarchy based upon the observability of inputs used in valuation techniques. Observable inputs are the highest level and reflect market data obtained from independent sources, while unobservable inputs are the lowest level and reflect internally developed market assumptions. The Company classifies fair value measurements by the following hierarchy: | ||||||||||||||||
• | Level 1 – Quoted active market prices for identical assets | |||||||||||||||
• | Level 2 – Significant other observable inputs, such as quoted prices for similar (but not identical) instruments in active markets, quoted prices for identical or similar instruments in markets which are not active and model determined valuations in which all significant inputs or significant value-drivers are observable in active markets | |||||||||||||||
• | Level 3 – Significant unobservable inputs, such as model determined valuations in which one or more significant inputs or significant value-drivers are unobservable | |||||||||||||||
Assets or liabilities that have recurring fair value measurements are shown below: | ||||||||||||||||
Fair Value Measurements at Reporting Date | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
August 30, 2014 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 444 | $ | 444 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 454 | 454 | — | — | ||||||||||||
Cash and equivalents | 16 | 16 | — | — | ||||||||||||
Total restricted trust | $ | 914 | $ | 914 | $ | — | $ | — | ||||||||
Foreign currency forward contracts | $ | 812 | $ | — | $ | 812 | $ | — | ||||||||
Fair Value Measurements at Reporting Date | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
November 30, 2013 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 593 | $ | 593 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 400 | 400 | — | — | ||||||||||||
Cash and equivalents | 31 | 31 | — | — | ||||||||||||
Total restricted trust | $ | 1,024 | $ | 1,024 | $ | — | $ | — | ||||||||
There were no changes in the fair value determination methods or significant assumptions used in those methods during the nine months ended August 30, 2014. There were no transfers between Level 1 and Level 2 and there were no transfers into or out of Level 3 during the nine months ended August 30, 2014. The Company's policy is to recognize transfers on the actual date of transfer. The restricted trust, which is used to fund certain payments for the Company’s U.S. combined nonqualified pension plans, consists of actively traded equity and bond funds. | ||||||||||||||||
The Company is liable for a contingent earn-out established in connection with the acquisition of TransWeb on December 29, 2010. This earn-out, which is payable to one of the former owners of TransWeb, had an acquisition-date estimated fair value of $1,018, which was recorded as an other long-term liability at that time. The contingent liability for the earn-out payment will continue to be accounted for and measured at fair value until the contingency is settled during fiscal year 2016. The fair value measurement of the contingent earn-out payment is based primarily on projected 2014 and 2015 TransWeb adjusted earnings, which represent significant inputs not observed in the market and thus represents a Level 3 measurement. The contingent consideration payment is revalued to its current fair value at each reporting date. Any increase or decrease in the fair value, as a result of changes in significant inputs such as the discount rate, the discount period or other factors used in the calculation, is recognized in Selling and administrative expenses in the Consolidated Condensed Statements of Earnings in the period the estimated fair value changes. The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model with a discount rate of 13.2%. The fair value of the TransWeb contingent earn-out payment was $0 at August 30, 2014 and at November 30, 2013, based on the projected adjusted earnings of TransWeb. | ||||||||||||||||
Fair Values of Financial Instruments | ||||||||||||||||
The fair values of the Company’s financial instruments, which are cash and cash equivalents, restricted cash, accounts receivable, the restricted trust and accounts payable and accrued liabilities, approximated the carrying values of those financial instruments at both August 30, 2014 and November 30, 2013. An expected present value technique is used to estimate the fair value of long-term debt, using a model that discounts future principal and interest payments at interest rates available to the Company at the end of the period for similar debt of the same maturity. Long-term debt had a fair value estimate of $423,601 and $166,288 at August 30, 2014 and November 30, 2013, respectively. The Company's fair value estimate of its long-term debt represents a Level 2 measurement as it is based on the current interest rates available to the Company for debt with similar remaining maturities. The carrying value for the long-term debt at August 30, 2014 and November 30, 2013 is $425,501 and $166,636, respectively. | ||||||||||||||||
Fair Value of Hedging Instruments | ||||||||||||||||
When the Company acquired CLARCOR Industrial Air, approximately $50,000 of the $260,312 purchase price was paid through a U.K. subsidiary of the Company, using funds advanced from one of the Company's U.S. subsidiaries through a European holding company. The Company intends to settle the underlying inter-company advances in cash, therefore gains and losses on translation of the inter-company advances are recognized in Other, net income on the Consolidated Condensed Statements of Earnings. The Company has entered into foreign currency forward contracts to manage its exposure to translational foreign exchange risk related to these inter-company advances. The forward contracts have a three-month duration, which the Company anticipates rolling forward until such time as the underlying inter-company advances have been settled. Hedge accounting was not applied to the forward contracts and therefore unrealized gains or losses are recorded in Other, net income in the Consolidated Condensed Statements of Earnings. In the third quarter of 2014 the Company recorded unrealized losses of $39 on the forward contracts as well as a loss of $149 on the translation of the underlying inter-company advances. In the first nine months of 2014 the Company recorded unrealized gains of $195 on the forward contracts, as well as a gain of $1,174 on the translation of the underlying inter-company advances. As of August 30, 2014 forward contracts are recorded at their estimated fair value of $812 within Prepaid expenses and other current assets on the Consolidated Condensed Balance Sheets. |
Accounts_Payable_Accrued_Liabi
Accounts Payable, Accrued Liabilities and Guarantees | 9 Months Ended | |||||||
Aug. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Accounts Payable, Accrued Liabilities and Guarantees | ' | |||||||
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND GUARANTEES | ||||||||
Accounts payable and accrued liabilities at August 30, 2014 and November 30, 2013 were as follows: | ||||||||
August 30, | November 30, | |||||||
2014 | 2013 | |||||||
Accounts payable | $ | 113,905 | $ | 79,164 | ||||
Accrued salaries, wages and commissions | 22,095 | 14,908 | ||||||
Pension and postretirement healthcare benefits liabilities | 216 | 278 | ||||||
Compensated absences | 9,655 | 8,600 | ||||||
Accrued insurance liabilities | 11,182 | 7,599 | ||||||
Customer deposits | 24,544 | 16,081 | ||||||
Other accrued liabilities | 43,301 | 30,908 | ||||||
Accounts payable and accrued liabilities | $ | 224,898 | $ | 157,538 | ||||
The Company has letters of credit totaling $31,230 and $28,541 as of August 30, 2014 and November 30, 2013, respectively, issued to various government agencies, primarily related to industrial revenue bonds, and to insurance companies and other commercial entities in support of its obligations. The Company believes that no payments will be required resulting from these obligations. | ||||||||
In the ordinary course of business, the Company also provides routine indemnifications and other guarantees whose terms range in duration and are often 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. | ||||||||
Warranties | ||||||||
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, which is included in Other accrued liabilities, are as follows: | ||||||||
Nine Months Ended | ||||||||
August 30, | August 31, | |||||||
2014 | 2013 | |||||||
Warranty accrual at beginning of period | $ | 1,599 | $ | 1,533 | ||||
Warranty accrual added through business acquisitions | 10,946 | — | ||||||
Accruals for warranties issued during the period | 1,691 | 222 | ||||||
Adjustments related to pre-existing warranties | (96 | ) | (257 | ) | ||||
Settlements made during the period | (4,945 | ) | (334 | ) | ||||
Other adjustments, including currency translation | (136 | ) | (2 | ) | ||||
Warranty accrual at end of period | $ | 9,059 | $ | 1,162 | ||||
Warranty accruals added through business acquisitions in the first nine months of 2014 relate primarily to the CLARCOR Industrial Air business, whose sales agreements, particularly for air intake filtration systems for heavy-duty gas turbine applications, include product warranties customary for such types of products. Warranty accruals for this business are established for specifically identified warranty issues known to exist on products already sold, and on a non-specific basis based primarily on past experience. | ||||||||
Restructuring and other charges | ||||||||
In the first quarter of 2014 the Company recorded a restructuring charge of $1,315, $1,186 of which was included in Cost of sales and $129 of which was included in Selling and administrative expenses in the Consolidated Condensed Statement of Earnings, related to the planned closure of one of its HVAC air filtration manufacturing facilities -- which is included in its Industrial/Environmental Filtration segment -- and the involuntary separation of certain employees at its air filtration headquarters, to better align manufacturing capacity and workforce levels with the business's growth strategy and to support our continual focus on cost reductions and productivity improvements. The charge consisted of approximately $863 related to the impairment of long-lived assets and leasehold improvements and approximately $452 related to severance and employee termination costs, all of which have been paid as of August 30, 2014. |
LongTerm_Debt
Long-Term Debt | 9 Months Ended |
Aug. 30, 2014 | |
Debt Disclosure [Abstract] | ' |
Long-Term Debt | ' |
LONG-TERM DEBT | |
On April 5, 2012, the Company entered into a five-year multicurrency revolving credit agreement which included a revolving credit facility (the “Credit Facility”) with a group of financial institutions. Under the Credit Facility, the Company may borrow up to $150,000 which includes a $10,000 swing line sub-facility, as well as an accordion feature that allows the Company to increase the Credit Facility by a total of up to $100,000, subject to securing additional commitments from existing lenders or new lending institutions. On November 22, 2013, the Company entered into a credit agreement amendment to include a $100,000 term loan facility (the "Term Loan Facility") and on May 1, 2014, the Company entered into a second credit agreement amendment to include an additional $315,000 to the Term Loan Facility, whose maturity date will be the same as the maturity date of the Credit Facility. At the Company's election, loans made under the Credit Facility and Term Loan Facility bear interest at either (1) a defined base rate, which varies with the highest of the defined prime rate, the federal funds rate, or a specified margin over the one-month London Interbank Offered Rate (“LIBOR”), or (2) LIBOR plus an applicable margin. Swing line loans bear interest at the defined base rate plus an applicable margin. Commitment fees and letter of credit fees are also payable under the Credit Facility. Borrowings under the Credit Facility and Term Loan Facility are unsecured, but are guaranteed by substantially all of the Company's material domestic subsidiaries. The credit agreement also contains certain covenants customary to such agreements, including covenants that place limits on our ability to incur additional debt, require us to maintain levels of interest coverage, and restrict certain changes in ownership, as well as customary events of default. | |
At August 30, 2014, there was $395,000 outstanding on the Term Loan Facility with a weighted average interest rate of approximately 1.06% and there was $14,000 outstanding on the Credit Facility with a weighted average interest rate of approximately 0.85% and a remaining borrowing capacity of $119,988 on the Credit Facility. The Credit Facility includes a $50,000 letter of credit sub-facility, against which $16,012 in letters of credit had been issued at both August 30, 2014 and November 30, 2013. |
Pension_and_Other_Postretireme
Pension and Other Postretirement Plans | 9 Months Ended | ||||||||||||||||
Aug. 30, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Pension and Other Postretirement Plans | ' | ||||||||||||||||
PENSION AND OTHER POSTRETIREMENT PLANS | |||||||||||||||||
The Company provides various retirement benefits, including defined benefit plans and postretirement healthcare plans covering certain current and retired employees in the U.S. and abroad. Components of net periodic benefit cost (income) and Company contributions for these plans were as follows: | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
August 30, | August 31, | August 30, | August 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Pension Benefits: | |||||||||||||||||
Components of net periodic benefit cost (income): | |||||||||||||||||
Service cost | $ | 499 | $ | 622 | $ | 1,495 | $ | 1,865 | |||||||||
Interest cost | 1,934 | 1,727 | 5,798 | 5,183 | |||||||||||||
Expected return on plan assets | (2,835 | ) | (2,694 | ) | (8,500 | ) | (8,086 | ) | |||||||||
Settlement cost | — | 3,111 | — | 3,111 | |||||||||||||
Amortization of unrecognized: | |||||||||||||||||
Prior service cost | (3 | ) | (3 | ) | (9 | ) | (8 | ) | |||||||||
Net actuarial loss | 721 | 1,516 | 2,163 | 4,547 | |||||||||||||
Net periodic benefit cost | $ | 316 | $ | 4,279 | $ | 947 | $ | 6,612 | |||||||||
Cash contributions | $ | 66 | $ | 7,709 | $ | 193 | $ | 24,216 | |||||||||
Postretirement Healthcare Benefits: | |||||||||||||||||
Components of net periodic benefit cost (income): | |||||||||||||||||
Interest cost | $ | 2 | $ | 2 | $ | 6 | $ | 6 | |||||||||
Amortization of unrecognized: | |||||||||||||||||
Prior service cost | (31 | ) | (31 | ) | (93 | ) | (93 | ) | |||||||||
Net actuarial gain | (37 | ) | (37 | ) | (111 | ) | (111 | ) | |||||||||
Net periodic benefit income | $ | (66 | ) | $ | (66 | ) | $ | (198 | ) | $ | (198 | ) | |||||
Cash contributions | $ | 16 | $ | 18 | $ | 48 | $ | 54 | |||||||||
The Company’s policy is to contribute to its qualified U.S. and non-U.S. pension plans at least the minimum amount required by applicable laws and regulations, to contribute to the U.S. combined nonqualified plans when required for benefit payments, and to contribute to the postretirement healthcare benefit plan an amount equal to the benefit payments. The Company, from time to time, makes voluntary contributions in excess of the minimum amount required as economic conditions warrant. | |||||||||||||||||
The Company expects to contribute up to the following amounts to its various plans to pay benefits during 2014: | |||||||||||||||||
U.S. Qualified Plans | $ | — | |||||||||||||||
U.S. Combined Nonqualified Plans | 216 | ||||||||||||||||
Non-U.S. Plan | 409 | ||||||||||||||||
Postretirement Healthcare Benefit Plan | 62 | ||||||||||||||||
Total expected contributions | $ | 687 | |||||||||||||||
During the three months and nine months ended August 30, 2014, the Company contributed $82 and $241 to its various plans. In addition to the plan assets related to its qualified plans, the Company has also funded $914 and $1,024 at August 30, 2014 and November 30, 2013, respectively, into a restricted trust for its U.S. combined nonqualified plans (see Note 6). This trust is included in Other noncurrent assets in the Consolidated Condensed Balance Sheets. |
Income_Taxes
Income Taxes | 9 Months Ended | |||||||
Aug. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Income Taxes | ' | |||||||
INCOME TAXES | ||||||||
The following is a reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions, including positions which impact only the timing of tax benefits. | ||||||||
Nine Months Ended | ||||||||
August 30, | August 31, | |||||||
2014 | 2013 | |||||||
Unrecognized tax benefits at beginning of year | $ | 2,155 | $ | 2,209 | ||||
Additions for current period tax positions | 237 | 348 | ||||||
Reductions for prior period tax positions | — | — | ||||||
Reductions for lapse of statue of limitations / settlements | (22 | ) | (334 | ) | ||||
Changes in interest and penalties | 53 | (226 | ) | |||||
Unrecognized tax benefits at end of period | $ | 2,423 | $ | 1,997 | ||||
At August 30, 2014, the amount of unrecognized tax benefit, that would impact the effective tax rate if recognized, was $1,521. At August 30, 2014, the Company had $256 accrued for the payment of interest and penalties. | ||||||||
The Company believes it is reasonably possible that the total amount of unrecognized tax benefits will decrease by $175 over the next twelve months as a result of expected settlements with taxing authorities or the lapse of the statue of limitations in certain jurisdictions. Due to the various jurisdictions in which the Company files tax returns and the uncertainty regarding the timing of settlements, it is possible that there could be other significant changes in the amount of unrecognized tax benefits in the next twelve months; however, the amount cannot be estimated. | ||||||||
The Company is regularly audited by federal, state and foreign tax authorities. The Company's federal tax returns for years subsequent to August 31, 2010 are open for examination. With few exceptions, the Company is no longer subject to income tax examinations by state or foreign tax jurisdictions for years prior to 2009. |
Contingencies
Contingencies | 9 Months Ended |
Aug. 30, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | ' |
Contingencies | ' |
CONTINGENCIES | |
Legal Contingencies | |
From time to time, the Company is subject to lawsuits, investigations and disputes (some of which involve substantial claimed amounts) arising out of the conduct of its business, including matters relating to commercial transactions, product liability, intellectual property and other matters. Certain significant items included in these other matters are discussed below. The Company believes recorded reserves in its Consolidated Condensed Financial Statements are adequate in light of the probable and estimable outcomes of the items discussed below and other applicable matters. Any recorded liabilities were not material to the Company’s financial position, results of operation or liquidity for the periods presented, and the Company does not currently believe that any pending claims or litigation, including those identified below, will materially affect its financial position, results of operation or liquidity. | |
TransWeb/3M | |
On May 21, 2010, 3M Company and 3M Innovative Properties (“3M”) brought a lawsuit against TransWeb, LLC ("TransWeb") in the United States District Court for the District of Minnesota, alleging that certain TransWeb products infringe multiple claims of certain 3M patents. Shortly after receiving service of process in this litigation, TransWeb filed its own complaint against 3M in the United States District Court for the District of New Jersey, seeking a declaratory judgment that the asserted patents are invalid and that the products in question do not infringe. 3M withdrew its Minnesota action, and the parties litigated the matter in New Jersey. | |
The litigation in question was filed and underway before the Company acquired TransWeb in December 2010, but the Company assumed the risk of this litigation as a result of the acquisition. On June 3, 2011, TransWeb filed a Second Amended Complaint against 3M, (i) seeking declaratory judgment that the asserted 3M patents are invalid, the TransWeb products in question do not infringe, and the 3M patents are unenforceable due to inequitable conduct by 3M in obtaining the patents, (ii) alleging patent infringement by 3M of a patent held by TransWeb, and (iii) alleging antitrust violations by 3M in connection with certain upstream and downstream markets for fluorinated polymeric filtration media under theories of Walker Process fraud and sham litigation. TransWeb later dropped its patent infringement allegations against 3M, but continued to allege and pursue its inequitable conduct and antitrust claims. Prior to trial, 3M voluntarily dismissed with prejudice the majority of the patent claims 3M had originally brought against TransWeb, but continued to allege infringement by TransWeb of two claims of one of the patents in suit. | |
Following a trial in which a six-member jury unanimously found in TransWeb's favor on substantially all counts and a procedure whereby a third party Special Master quantified and qualified TransWeb's attorneys' fees to be awarded as damages, on April 21, 2014 the court issued a ruling in favor of TransWeb on all counts, and awarded TransWeb approximately $26,147 in damages. 3M then moved the court for a new trial, alleging that the jury's verdicts were against the manifest weight of the evidence presented at trial. The court denied 3M's motion on June 11, 2014. | |
As anticipated, 3M timely exercised its automatic right to appeal the court's judgment to the US Court of Appeals for the Federal Circuit. 3M currently has until November 3, 2014 to file its opening appellate brief. | |
The Company acquired TransWeb on December 29, 2010. The $30,017 base purchase price included a $17,000 liability due to the former owners of TransWeb, which payment could be reduced dollar-for-dollar for qualifying costs incurred by the Company in connection with the 3M litigation. Since the acquisition date, the Company has expensed legal costs in connection with the 3M litigation and simultaneously recorded the recovery of such costs from the former owners through a reduction of the liability due to the former owners and a corresponding reduction in legal expense. Qualifying costs incurred by the Company have exceeded $17,000 and, as such, the Company believes that no further payments are due to the former owners of TransWeb. The Company does not anticipate incurring any liability in connection with the litigation, due to the fact that the district court ruled in TransWeb's favor on all counts. The Company does anticipate incurring additional litigation related expenses in connection with the appeal by 3M referenced above. The Company does not accrue for such expenses, but recognizes them as they are incurred. | |
Other | |
Additionally, the Company is party to various proceedings relating to environmental issues. The U.S. Environmental Protection Agency and/or other responsible state agencies have designated the Company as a potentially responsible party, along with other companies, in remedial activities for the cleanup of waste sites under the Comprehensive Environmental Response, Compensation, and Liability Act (commonly referred to as the federal Superfund statute). Additionally, the North Carolina Department of Environmental Protection has identified the property on which one of the Company's subsidiaries, CLARCOR Engine Mobile Solutions, LLC, currently operates as having concentrations of certain chemicals in groundwater that are above regulatory action levels. Although it is not certain what future environmental claims, if any, may be asserted in connection with these known environmental matters, the Company currently believes that its potential liability for known environmental matters is not material and that it has adequately reserved for any associated liabilities based on the information available to the Company. 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 nature and extent of the contamination at issue, the length of time remediation may require, the complexity of the environmental regulation, the continuing advancement of remediation technology, and the potential imposition of joint and several liability on each potentially responsible party for the cleanup. | |
In addition to the matters cited above, the Company is involved in legal actions arising in the normal course of business. The Company records provisions with respect to identified claims or lawsuits when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and lawsuits are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter. | |
Other Contingencies | |
In the event of a change in control of the Company, termination benefits are likely to be required for certain executive officers and other employees. |
Earnings_Per_Share_and_Stock_R
Earnings Per Share and Stock Repurchase Activity | 9 Months Ended | ||||||||||||||||
Aug. 30, 2014 | |||||||||||||||||
Earnings Per Share and Stock Repurchase Activity [Abstract] | ' | ||||||||||||||||
Earnings Per Share and Stock Repurchase Activity | ' | ||||||||||||||||
EARNINGS PER SHARE AND STOCK REPURCHASE ACTIVITY | |||||||||||||||||
The Company calculates basic earnings per share by dividing net earnings by the weighted average number of shares outstanding. Diluted earnings per share reflects the impact of outstanding stock options, restricted stock and other stock-based arrangements. The FASB has issued guidance requiring unvested share-based payment awards containing nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) be considered participating securities and included in the computation of earnings per share pursuant to the two-class method. The Company’s unvested restricted stock unit awards discussed in Note 3 qualify as participating securities under this guidance. However, the unvested restricted stock unit awards do not materially impact the calculation of basic or diluted earnings per share; therefore, the Company does not present the two-class method computation. 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, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Weighted average number of shares outstanding - Basic | 50,395,007 | 50,092,548 | 50,457,436 | 49,917,939 | |||||||||||||
Dilutive effect of stock-based arrangements | 486,587 | 512,261 | 459,584 | 563,110 | |||||||||||||
Weighted average number of shares outstanding - Diluted | 50,881,594 | 50,604,809 | 50,917,020 | 50,481,049 | |||||||||||||
Net earnings attributable to CLARCOR Inc. | $ | 41,703 | $ | 28,707 | $ | 100,576 | $ | 85,220 | |||||||||
Net earnings per share attributable to CLARCOR Inc. - Basic | $ | 0.83 | $ | 0.57 | $ | 1.99 | $ | 1.71 | |||||||||
Net earnings per share attributable to CLARCOR Inc. - Diluted | $ | 0.82 | $ | 0.57 | $ | 1.98 | $ | 1.69 | |||||||||
The following table provides additional information regarding the calculation of earnings per share and stock repurchase activity. | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
August 30, | August 31, | August 30, | August 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share | 431,450 | 2,500 | 441,003 | 166,846 | |||||||||||||
Common stock repurchased and retired pursuant to the Company's stock repurchase program | $ | 21,959 | $ | 6,785 | $ | 21,959 | $ | 24,149 | |||||||||
Number of shares repurchased and retired pursuant to the Company's stock repurchase program | 362,502 | 124,000 | 362,502 | 470,100 | |||||||||||||
At August 30, 2014, there remained $219,322 authorized for future purchases under the Company’s $250,000 stock repurchase program that was approved by the Company's Board of Directors on June 25, 2013. |
Segment_Information
Segment Information | 9 Months Ended | ||||||||||||||||
Aug. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Segment Information | ' | ||||||||||||||||
SEGMENT INFORMATION | |||||||||||||||||
The Company operates in three principal product segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and Packaging. Net sales represent sales to unaffiliated customers as reported in the Consolidated Condensed Statements of Earnings. Intersegment sales were not material. Unallocated amounts consist of interest expense, interest income and other non-operating income and expense items. Assets are those assets used in each business segment. Corporate assets consist of cash, deferred income taxes, corporate facility and equipment and various other assets that are not specific to an operating segment. The Company operates as a consolidated entity, including cooperation between segments, cost allocating and sharing of certain assets. As such, the Company makes no representation, that if operated on a standalone basis, these segments would report net sales, operating profit and other financial data reflected below. | |||||||||||||||||
Segment information is summarized as follows: | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
August 30, | August 31, | August 30, | August 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net sales: | |||||||||||||||||
Engine/Mobile Filtration | $ | 165,910 | $ | 129,148 | $ | 436,805 | $ | 379,195 | |||||||||
Industrial/Environmental Filtration | 213,752 | 139,659 | 608,207 | 398,945 | |||||||||||||
Packaging | 20,490 | 20,319 | 54,467 | 54,840 | |||||||||||||
$ | 400,152 | $ | 289,126 | $ | 1,099,479 | $ | 832,980 | ||||||||||
Operating profit: | |||||||||||||||||
Engine/Mobile Filtration | $ | 36,741 | $ | 28,611 | $ | 86,587 | $ | 81,156 | |||||||||
Industrial/Environmental Filtration | 23,873 | 11,315 | 55,024 | 39,404 | |||||||||||||
Packaging | 1,612 | 2,059 | 3,028 | 4,641 | |||||||||||||
62,226 | 41,985 | 144,639 | 125,201 | ||||||||||||||
Other income (expense), net | (1,514 | ) | 235 | 1,764 | 7 | ||||||||||||
Earnings before income taxes | $ | 60,712 | $ | 42,220 | $ | 146,403 | $ | 125,208 | |||||||||
August 30, | November 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Identifiable assets: | |||||||||||||||||
Engine/Mobile Filtration | $ | 771,687 | $ | 397,545 | |||||||||||||
Industrial/Environmental Filtration | 1,036,768 | 715,759 | |||||||||||||||
Packaging | 41,894 | 41,030 | |||||||||||||||
Corporate | 34,158 | 294,509 | |||||||||||||||
$ | 1,884,507 | $ | 1,448,843 | ||||||||||||||
Consolidated_Condensed_Financi1
Consolidated Condensed Financial Statements (Policies) | 9 Months Ended |
Aug. 30, 2014 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Basis of Presentation, Policy | ' |
Basis of Presentation | |
CLARCOR Inc. and its subsidiaries (collectively, the “Company” or “CLARCOR”) is a global provider of filtration products, filtration systems and services, and consumer and industrial packaging products. As discussed further in Note 13, the Company has three reportable segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and Packaging. The Consolidated Condensed Financial Statements include all domestic and foreign subsidiaries that were more than 50% owned and controlled as of each respective reporting period presented. All intercompany accounts and transactions have been eliminated. | |
The Consolidated Condensed Statements of Earnings, the Consolidated Condensed Statements of Comprehensive Earnings and the Consolidated Condensed Statements of Cash Flows for the periods ended August 30, 2014 and August 31, 2013 and the Consolidated Condensed Balance Sheet as of August 30, 2014 have been prepared by the Company without audit. The Consolidated Condensed Financial Statements have been prepared on the same basis as those in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2013 (“2013 Form 10-K”). The November 30, 2013 Consolidated Condensed Balance Sheet data was derived from the Company’s year-end audited Consolidated Financial Statements as presented in the 2013 Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP"). 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, 2014, are not necessarily indicative of the operating results for the full year. The information included in this Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the 2013 Form 10-K. | |
Cash and Cash Equivalents and Restricted Cash, Policy | ' |
Cash and Cash Equivalents and Restricted Cash | |
Highly liquid investments with an original maturity of three months or less when purchased and that are readily saleable are considered to be cash and cash equivalents. Restricted cash represents funds held in escrow and cash balances held by German banks as collateral for certain guarantees of overseas subsidiaries. Restricted cash classified as current corresponds to funds held in escrow that will be used within one year or guarantees that expire within one year. | |
Inventories, Policy | ' |
Inventories | |
Inventories are valued at the lower of cost or market primarily determined on the first-in, first-out (“FIFO”) method of inventory costing, which approximates current cost. | |
Derivatives, Policy | ' |
Derivatives | |
From time-to-time, the Company may make use of derivative financial instruments to manage certain foreign currency risks, including foreign currency forward contracts. The Company recognizes all derivatives on the balance sheet at fair value. Derivatives that are not accounted for as hedges are adjusted to fair value through income, with realized and unrealized gains and losses on such instruments recorded in Other, net income in the Condensed Consolidated Statements of Earnings. Periodic settlement payments and receipts are recorded as a component of cash flows from operating activities in the Condensed Consolidated Statements of Cash Flows. | |
New Accounting Guidance, Policy | ' |
New Accounting Guidance | |
In February 2013, the Financial Accounting Standards Board ("FASB") updated the disclosure requirements for accumulated other comprehensive income ("AOCI"). The updated guidance requires companies to disclose amounts reclassified out of AOCI by component. The updated guidance does not affect how net income or other comprehensive income are calculated or presented. The adoption of this guidance on December 1, 2013 did not have a material impact on the Consolidated Financial Statements. For additional information, refer to "Accumulated Other Comprehensive Income (Loss)" above. | |
In April 2014, the FASB issued Accounting Standards Update ("ASU") No. 2014-08, "Presentation of Financial Statements and Property, Plant and Equipment; Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity." ASU 2014-08 modifies the requirements for reporting discontinued operations. Under the amendments in ASU 2014-08, the definition of discontinued operation has been modified to only include those disposals of an entity that represent a strategic shift that has (or will have) a major effect on an entity's operations and financial results. ASU 2014-08 also expands the disclosure requirements for disposals that meet the definition of a discontinued operation and requires entities to disclose information about disposals of individually significant components that do not meet the definition of discontinued operations. ASU 2014-08 is effective for annual reporting periods, and interim periods within those years, beginning after December 15, 2014 (fiscal year 2016 for the Company). The adoption of this update is not expected to have a material impact on the Company's Consolidated Financial Statements. | |
In May 2014, the FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers." ASU 2014-09 is a comprehensive new revenue recognition model that requires a company to recognize revenue to depict the transfer of goods or services to a customer at an amount that reflects the consideration it expects to receive in exchange for those goods or services. ASU 2014-09 also requires additional disclosure about the nature, amount, timing and uncertainty of revenue and cash flows arising from customer contracts, including significant judgments and changes in judgments and assets recognized from costs incurred to obtain or fulfill a contract. ASU 2014-09 is effective for annual reporting periods, and interim periods within that period, beginning after December 15, 2016 (fiscal year 2018 for the Company) and early adoption is not permitted. Companies may use either a full retrospective or a modified retrospective approach to adopt ASU 2014-09. The Company has not yet determined the potential effects of the adoption of ASU 2014-09 on its Consolidated Financial Statements. |
Consolidated_Condensed_Financi2
Consolidated Condensed Financial Statements (Tables) | 9 Months Ended | |||||||||||
Aug. 30, 2014 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | |||||||||||
Schedule of inventory | ' | |||||||||||
Inventories are summarized as follows: | ||||||||||||
August 30, | November 30, | |||||||||||
2014 | 2013 | |||||||||||
Raw materials | $ | 108,685 | $ | 80,741 | ||||||||
Work in process | 43,923 | 34,402 | ||||||||||
Finished products | 128,353 | 103,643 | ||||||||||
Inventories | $ | 280,961 | $ | 218,786 | ||||||||
Schedule of accumulated other comprehensive income (loss) | ' | |||||||||||
Changes in accumulated other comprehensive income (loss) by component for three and nine months ended August 30, 2014 are as follows: | ||||||||||||
Pension Benefits | Foreign Currency Translation Adjustments | Total | ||||||||||
Balance at May 31, 2014, net of tax | $ | (29,102 | ) | $ | 2,612 | $ | (26,490 | ) | ||||
Other comprehensive income (loss) before reclassifications and tax | (97 | ) | (4,134 | ) | (4,231 | ) | ||||||
Tax benefit | 26 | — | 26 | |||||||||
Other comprehensive income (loss) before reclassifications, net of tax | (71 | ) | (4,134 | ) | (4,205 | ) | ||||||
Reclassifications, before tax | 718 | (a) | — | 718 | ||||||||
Tax expense | (267 | ) | — | (267 | ) | |||||||
Reclassifications, net of tax | 451 | — | 451 | |||||||||
Other comprehensive income, net of tax | 380 | (4,134 | ) | (3,754 | ) | |||||||
Balance at August 30, 2014, net of tax | $ | (28,722 | ) | $ | (1,522 | ) | $ | (30,244 | ) | |||
Balance at November 30, 2013, net of tax | $ | (29,878 | ) | $ | 64 | $ | (29,814 | ) | ||||
Other comprehensive income (loss) before reclassifications and tax | (250 | ) | (1,586 | ) | (1,836 | ) | ||||||
Tax benefit | 86 | — | 86 | |||||||||
Other comprehensive income (loss) before reclassifications, net of tax | (164 | ) | (1,586 | ) | (1,750 | ) | ||||||
Reclassifications, before tax | 2,154 | (a) | — | 2,154 | ||||||||
Tax expense | (834 | ) | — | (834 | ) | |||||||
Reclassifications, net of tax | 1,320 | — | 1,320 | |||||||||
Other comprehensive income, net of tax | 1,156 | (1,586 | ) | (430 | ) | |||||||
Balance at August 30, 2014, net of tax | $ | (28,722 | ) | $ | (1,522 | ) | $ | (30,244 | ) | |||
___________ | ||||||||||||
(a) Includes amortization of prior service cost and net actuarial loss included in net periodic benefit cost (see Note 9) that were reclassified from accumulated other comprehensive income (loss) to selling and administrative expenses. |
Business_Acquisitions_and_Inve1
Business Acquisitions and Investments (Tables) | 9 Months Ended | |||||||||||||||||||||||||||||
Aug. 30, 2014 | ||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||||||||
Schedule of pro forma information | ' | |||||||||||||||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 31, 2013 | |||||||||||||||||||||||||||||
As reported | CLARCOR | CLARCOR | Pro forma | As reported | CLARCOR | CLARCOR | Pro forma | |||||||||||||||||||||||
Engine Mobile Solutions | Industrial Air | Engine Mobile Solutions | Industrial Air | |||||||||||||||||||||||||||
Net sales | $ | 400,152 | $ | — | $ | — | $ | 400,152 | $ | 289,126 | $ | 27,384 | $ | 63,019 | $ | 379,529 | ||||||||||||||
Operating profit | 62,226 | — | 171 | (b) | 62,397 | 41,985 | 8,325 | (d) | 6,467 | (f) | 56,777 | |||||||||||||||||||
Net earnings attributable to CLARCOR | 41,703 | — | 125 | 41,828 | 28,707 | 4,849 | 4,586 | 38,142 | ||||||||||||||||||||||
Diluted earnings per share | $ | 0.82 | $ | — | $ | — | $ | 0.82 | $ | 0.57 | $ | 0.1 | $ | 0.09 | $ | 0.76 | ||||||||||||||
Nine Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 31, 2013 | |||||||||||||||||||||||||||||
As reported | CLARCOR | CLARCOR | Pro forma | As reported | CLARCOR | CLARCOR | Pro forma | |||||||||||||||||||||||
Engine Mobile Solutions | Industrial Air | Engine Mobile Solutions | Industrial Air | |||||||||||||||||||||||||||
Net sales | $ | 1,099,479 | $ | 46,837 | $ | 15,422 | $ | 1,161,738 | $ | 832,980 | $ | 77,843 | $ | 163,618 | $ | 1,074,441 | ||||||||||||||
Operating profit | 144,639 | 17,677 | (a) | 8,814 | (c) | 171,130 | 125,201 | 17,602 | (e) | 3,213 | (g) | 146,016 | ||||||||||||||||||
Net earnings attributable to CLARCOR | 100,576 | 10,485 | 6,551 | 117,612 | 85,220 | 9,650 | 1,956 | 96,826 | ||||||||||||||||||||||
Diluted earnings per share | $ | 1.98 | $ | 0.21 | $ | 0.13 | $ | 2.32 | $ | 1.69 | $ | 0.19 | $ | 0.04 | $ | 1.92 | ||||||||||||||
(a) | Includes adjustments to remove transaction costs of $3,035 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $1,368, which have been pushed back to the nine months ended August 31, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(b) | Includes adjustments to cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $126, which have been pushed back to the three and nine month periods ended August 31, 2013 for pro forma presentation. | |||||||||||||||||||||||||||||
(c) | Includes adjustments to remove transaction costs of $2,089 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,342, which have been pushed back to the nine months ended August 31, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(d) | Includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(e) | Includes adjustments to push back transaction costs of $3,075 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $1,368. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
(f) | Includes adjustments to push back cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $126. Also includes adjustments to intangible asset amortization, depreciation expense and interest expenese. | |||||||||||||||||||||||||||||
(g) | Includes adjustments to push back transaction costs of $3,740 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,468. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||||||||||||||||
Stanadyne [Member] | ' | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||||||||
Summary of intangible assets acquired | ' | |||||||||||||||||||||||||||||
A summary of the intangible assets acquired is shown in the following table: | ||||||||||||||||||||||||||||||
Estimated | Weighted average | Amortization | ||||||||||||||||||||||||||||
Identifiable intangible assets | Value | Useful life | Method | |||||||||||||||||||||||||||
Customer relationships | $ | 135,250 | 13 years | Straight-line | ||||||||||||||||||||||||||
Developed technology | 11,000 | 10 years | Straight-line | |||||||||||||||||||||||||||
Trademarks | 180 | Indefinite | Not amortized | |||||||||||||||||||||||||||
$ | 146,430 | |||||||||||||||||||||||||||||
Summary of estimated fair values of assets and liabilities assumed during acquisition | ' | |||||||||||||||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of CLARCOR Engine Mobile Solutions: | ||||||||||||||||||||||||||||||
Accounts receivable | $ | 19,548 | ||||||||||||||||||||||||||||
Inventories | 7,367 | |||||||||||||||||||||||||||||
Deferred income taxes | 4,121 | |||||||||||||||||||||||||||||
Property, plant and equipment | 10,176 | |||||||||||||||||||||||||||||
Goodwill | 194,618 | |||||||||||||||||||||||||||||
Intangible assets | 146,430 | |||||||||||||||||||||||||||||
Total assets acquired | 382,260 | |||||||||||||||||||||||||||||
Current liabilities | 8,476 | |||||||||||||||||||||||||||||
Other noncurrent liabilities | 2,000 | |||||||||||||||||||||||||||||
Deferred income taxes | 44,065 | |||||||||||||||||||||||||||||
Net assets acquired | $ | 327,719 | ||||||||||||||||||||||||||||
Schedule of results of acquiree | ' | |||||||||||||||||||||||||||||
Net sales and operating profit for CLARCOR Engine Mobile Solutions subsequent to the date it was acquired by the Company for the three and nine months ended August 30, 2014 (which, in the case of the nine-month period ended August 30, 2014, includes the period from May 1, 2014, to August 30, 2014) were as follows: | ||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 30, 2014 | |||||||||||||||||||||||||||||
Net sales | $ | 28,014 | $ | 37,006 | ||||||||||||||||||||||||||
Operating profit | 7,275 | 5,348 | ||||||||||||||||||||||||||||
Air Filtrations Segment of General Electric [Member] | ' | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||||||||
Summary of intangible assets acquired | ' | |||||||||||||||||||||||||||||
A summary of the intangible assets acquired, weighted-average useful lives and amortization methods is shown in the following table: | ||||||||||||||||||||||||||||||
Estimated | Weighted average | Amortization | ||||||||||||||||||||||||||||
Identifiable intangible assets | Value | Useful life | Method | |||||||||||||||||||||||||||
Trade names | $ | 35,100 | Indefinite | Not amortized | ||||||||||||||||||||||||||
Customer relationships | 77,300 | 13 years | Straight-line | |||||||||||||||||||||||||||
Developed technology | 19,900 | 13 years | Straight-line | |||||||||||||||||||||||||||
GE Transitional Trademark License | 50 | Less than 1 Year | Accelerated | |||||||||||||||||||||||||||
Backlog | 670 | Less than 1 Year | Accelerated | |||||||||||||||||||||||||||
$ | 133,020 | |||||||||||||||||||||||||||||
Summary of estimated fair values of assets and liabilities assumed during acquisition | ' | |||||||||||||||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of CLARCOR Industrial Air: | ||||||||||||||||||||||||||||||
Accounts receivable | $ | 34,453 | ||||||||||||||||||||||||||||
Inventories | 41,884 | |||||||||||||||||||||||||||||
Other current assets | 837 | |||||||||||||||||||||||||||||
Property, plant and equipment | 22,903 | |||||||||||||||||||||||||||||
Goodwill | 74,324 | |||||||||||||||||||||||||||||
Intangible assets | 133,020 | |||||||||||||||||||||||||||||
Total assets acquired | 307,421 | |||||||||||||||||||||||||||||
Total liabilities | 47,109 | |||||||||||||||||||||||||||||
Net assets acquired | $ | 260,312 | ||||||||||||||||||||||||||||
Schedule of results of acquiree | ' | |||||||||||||||||||||||||||||
Net sales and operating profit for CLARCOR Industrial Air subsequent to the date it was acquired by the Company for the three and nine months ended August 30, 2014 (which, in the case of the nine-month period ended August 30, 2014, includes the period from December 16, 2013 to August 30, 2014) were as follows: | ||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
August 30, 2014 | August 30, 2014 | |||||||||||||||||||||||||||||
Net sales | $ | 59,842 | $ | 172,205 | ||||||||||||||||||||||||||
Operating profit | 5,038 | 8,810 | ||||||||||||||||||||||||||||
Bekaert [Member] | ' | |||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | |||||||||||||||||||||||||||||
Schedule of results of acquiree | ' | |||||||||||||||||||||||||||||
Net sales and operating loss for the Bekaert business subsequent to the date it was acquired by the Company for the three and nine months ended August 30, 2014 were as follows: | ||||||||||||||||||||||||||||||
Three Months Ended | Nine Months Ended | |||||||||||||||||||||||||||||
30-Aug-14 | 30-Aug-14 | |||||||||||||||||||||||||||||
Net sales | $ | 2,809 | $ | 9,111 | ||||||||||||||||||||||||||
Operating loss | (125 | ) | (679 | ) |
Incentive_Plans_and_StockBased1
Incentive Plans and Stock-Based Compensation (Tables) | 9 Months Ended | |||||||||||||||||||||||||
Aug. 30, 2014 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||||||
Schedule of nonqualified stock option activity | ' | |||||||||||||||||||||||||
The following table summarizes activity for the nine months ended August 30, 2014 with respect to stock options granted by the Company and includes options granted under the 1994 Incentive Plan, the 2004 Incentive Plan, the 2009 Incentive Plan and the 2014 Incentive Plan. | ||||||||||||||||||||||||||
Options Granted | Weighted | |||||||||||||||||||||||||
Under Incentive | Average | |||||||||||||||||||||||||
Plans | Exercise Price | |||||||||||||||||||||||||
Outstanding at beginning of year | 2,208,314 | $ | 40.76 | |||||||||||||||||||||||
Granted | 450,700 | $ | 61.49 | |||||||||||||||||||||||
Exercised | -94,411 | $ | 34.47 | |||||||||||||||||||||||
Surrendered | -20,610 | $ | 53.05 | |||||||||||||||||||||||
Outstanding at end of period | 2,543,993 | $ | 44.56 | |||||||||||||||||||||||
Exercisable at end of period | 1,612,484 | $ | 39.39 | |||||||||||||||||||||||
Schedule of outstanding and exercisable options by exercise price | ' | |||||||||||||||||||||||||
The following table summarizes information about the Company’s outstanding and exercisable options at August 30, 2014. | ||||||||||||||||||||||||||
Options Outstanding | Options Exercisable | |||||||||||||||||||||||||
Range of Exercise | Number | Weighted | Intrinsic Value | Weighted | Number | Weighted | Intrinsic Value | Weighted | ||||||||||||||||||
Prices | Average | Average | Average | Average | ||||||||||||||||||||||
Exercise | Remaining Life | Exercise | Remaining Life | |||||||||||||||||||||||
Price | in Years | Price | in Years | |||||||||||||||||||||||
$25.31 - $28.79 | 133,900 | $ | 26.98 | $ | 4,850 | 1.92 | 133,900 | $ | 26.98 | $ | 4,851 | 1.92 | ||||||||||||||
$31.96 - $38.06 | 675,883 | $ | 33.85 | 19,842 | 3.77 | 675,883 | $ | 33.85 | 19,842 | 3.77 | ||||||||||||||||
$40.73 - $49.91 | 1,291,010 | $ | 46.2 | 21,965 | 7.42 | 802,076 | $ | 46.12 | 13,704 | 7.1 | ||||||||||||||||
$55.01 - $61.57 | 443,200 | $ | 61.45 | 780 | 9.3 | 625 | $ | 55.01 | 5 | 8.75 | ||||||||||||||||
2,543,993 | $ | 44.56 | $ | 47,437 | 6.49 | 1,612,484 | $ | 39.39 | $ | 38,402 | 5.28 | |||||||||||||||
Schedule of Black-Scholes option pricing model on options granted | ' | |||||||||||||||||||||||||
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 by grant year. | ||||||||||||||||||||||||||
Nine Months Ended | ||||||||||||||||||||||||||
August 30, | August 31, | |||||||||||||||||||||||||
2014 | 2013 | |||||||||||||||||||||||||
Weighted average fair value per option at the date of grant for options granted | $ | 11.5 | $ | 9.98 | ||||||||||||||||||||||
Risk-free interest rate | 1.55 | % | 1.19 | % | ||||||||||||||||||||||
Expected dividend yield | 1.1 | % | 1.19 | % | ||||||||||||||||||||||
Expected volatility factor | 21.38 | % | 25.8 | % | ||||||||||||||||||||||
Expected option term in years | 5 | 5.4 | ||||||||||||||||||||||||
Schedule of restricted stock unit awards | ' | |||||||||||||||||||||||||
The following table summarizes activity for the nine months ended August 30, 2014 with respect to the restricted stock unit awards. | ||||||||||||||||||||||||||
Units | Weighted | |||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||
Nonvested at beginning of year | 48,044 | $ | 45.18 | |||||||||||||||||||||||
Granted | 24,808 | $ | 61.42 | |||||||||||||||||||||||
Vested | -17,685 | $ | 43.27 | |||||||||||||||||||||||
Nonvested at end of period | 55,167 | $ | 53.09 | |||||||||||||||||||||||
Restricted Stock [Member] | ' | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||||||
Schedule of share-based compensation costs | ' | |||||||||||||||||||||||||
The following table summarizes information related to restricted stock unit awards during the three and nine months ended August 30, 2014 and August 31, 2013. | ||||||||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
August 30, | August 31, | August 30, | August 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
Pre-tax compensation expense | $ | 330 | $ | 209 | $ | 1,072 | $ | 678 | ||||||||||||||||||
Deferred tax benefits | (118 | ) | (75 | ) | (382 | ) | (242 | ) | ||||||||||||||||||
Excess tax (expense) benefits associated with tax deductions (under) over the amount of compensation expense recognized in the consolidated condensed financial statements | — | (74 | ) | 101 | 1,280 | |||||||||||||||||||||
Fair value of restricted stock unit awards on date of grant | — | — | 1,524 | 1,068 | ||||||||||||||||||||||
Fair value of restricted stock unit awards vested | — | — | 765 | 621 | ||||||||||||||||||||||
Employee Stock Option [Member] | ' | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||||||
Schedule of share-based compensation costs | ' | |||||||||||||||||||||||||
The following table summarizes information related to stock options and stock option exercises during the three and nine months ended August 30, 2014 and August 31, 2013. | ||||||||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
August 30, | August 31, | August 30, | August 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
Pre-tax compensation expense | $ | 925 | $ | 775 | $ | 2,957 | $ | 2,436 | ||||||||||||||||||
Deferred tax benefits | (330 | ) | (276 | ) | (1,053 | ) | (867 | ) | ||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 354 | 3,119 | 604 | 6,018 | ||||||||||||||||||||||
Fair value of stock options on date of grant | — | 32 | 4,650 | 3,868 | ||||||||||||||||||||||
Total intrinsic value of stock options exercised | 1,253 | 11,417 | 2,409 | 20,297 | ||||||||||||||||||||||
Cash received upon exercise of stock options | 1,430 | 16,091 | 3,254 | 23,275 | ||||||||||||||||||||||
Addition to capital in excess of par value due to exercise of stock options | 1,740 | 18,707 | 3,756 | 27,520 | ||||||||||||||||||||||
Director [Member] | Restricted Stock [Member] | ' | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | |||||||||||||||||||||||||
Schedule of share-based compensation costs | ' | |||||||||||||||||||||||||
The following table summarizes information related to directors' stock compensation during the three and nine months ended August 30, 2014 and August 31, 2013. | ||||||||||||||||||||||||||
Quarter Ended | Nine Months Ended | |||||||||||||||||||||||||
August 30, | August 31, | August 30, | August 31, | |||||||||||||||||||||||
2014 | 2013 | 2014 | 2013 | |||||||||||||||||||||||
Pre-tax compensation expense | $ | — | $ | 460 | $ | 880 | $ | 960 | ||||||||||||||||||
Shares of Company common stock issued under the plans | — | — | 15,400 | 18,256 | ||||||||||||||||||||||
Noncontrolling_Interests_Table
Noncontrolling Interests (Tables) | 9 Months Ended | |||||||||||||||
Aug. 30, 2014 | ||||||||||||||||
Noncontrolling Interest [Abstract] | ' | |||||||||||||||
Schedule of non-controlling interests | ' | |||||||||||||||
Noncontrolling interests changed as follows during the nine months ended August 30, 2014 and August 31, 2013: | ||||||||||||||||
Nine Months Ended | ||||||||||||||||
30-Aug-14 | 31-Aug-13 | |||||||||||||||
Redeemable | Non-Redeemable | Redeemable | Non-Redeemable | |||||||||||||
Noncontrolling interests at beginning of period | $ | 1,836 | $ | 1,025 | $ | 1,754 | $ | 986 | ||||||||
Noncontrolling interests (loss) earnings | (96 | ) | 172 | 35 | 199 | |||||||||||
Foreign currency translation | (54 | ) | — | 25 | (31 | ) | ||||||||||
Dividend | — | (166 | ) | — | (206 | ) | ||||||||||
Noncontrolling interests at end of period | $ | 1,686 | $ | 1,031 | $ | 1,814 | $ | 948 | ||||||||
Goodwill_and_Acquired_Intangib1
Goodwill and Acquired Intangible Assets (Tables) | 9 Months Ended | |||||||||||||||
Aug. 30, 2014 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ' | |||||||||||||||
Schedule of goodwill | ' | |||||||||||||||
The following table reconciles the activity for goodwill by segment for the nine months ended August 30, 2014. | ||||||||||||||||
Engine/Mobile | Industrial/ | Packaging | Total | |||||||||||||
Filtration | Environmental | |||||||||||||||
Filtration | ||||||||||||||||
Goodwill at beginning of year | $ | 21,868 | $ | 219,431 | $ | — | $ | 241,299 | ||||||||
Acquisition | 194,618 | 74,324 | — | 268,942 | ||||||||||||
Currency translation adjustments | (135 | ) | 1,106 | — | 971 | |||||||||||
Goodwill at end of period | $ | 216,351 | $ | 294,861 | $ | — | $ | 511,212 | ||||||||
Schedule of intangible assets by segment | ' | |||||||||||||||
The following table summarizes acquired intangibles by segment. Other acquired intangibles include parts manufacturer regulatory approvals, developed technology, patents and non-compete agreements. | ||||||||||||||||
Engine/Mobile | Industrial/ | Packaging | Total | |||||||||||||
Filtration | Environmental | |||||||||||||||
Filtration | ||||||||||||||||
August 30, 2014 | ||||||||||||||||
Indefinite Lived Intangibles: | ||||||||||||||||
Trademarks - indefinite lived | $ | 783 | $ | 77,048 | $ | — | $ | 77,831 | ||||||||
Finite Lived Intangibles: | ||||||||||||||||
Trademarks, gross - finite lived | $ | 301 | $ | 488 | $ | — | $ | 789 | ||||||||
Accumulated amortization | (115 | ) | (339 | ) | — | (454 | ) | |||||||||
Trademarks, net - finite lived | $ | 186 | $ | 149 | $ | — | $ | 335 | ||||||||
Customer relationships, gross | $ | 139,547 | $ | 124,768 | $ | — | $ | 264,315 | ||||||||
Accumulated amortization | (5,399 | ) | (27,001 | ) | — | (32,400 | ) | |||||||||
Customer relationships, net | $ | 134,148 | $ | 97,767 | $ | — | $ | 231,915 | ||||||||
Other acquired intangibles, gross | $ | 11,243 | $ | 61,172 | $ | — | $ | 72,415 | ||||||||
Accumulated amortization | (603 | ) | (23,938 | ) | — | (24,541 | ) | |||||||||
Other acquired intangibles, net | $ | 10,640 | $ | 37,234 | $ | — | $ | 47,874 | ||||||||
Total finite lived intangible assets, net | $ | 144,974 | $ | 135,150 | $ | — | $ | 280,124 | ||||||||
Acquired intangible assets, less accumulated amortization | $ | 145,757 | $ | 212,198 | $ | — | $ | 357,955 | ||||||||
Schedule of expected amortization expense | ' | |||||||||||||||
The following table summarizes estimated amortization expense. | ||||||||||||||||
Fiscal year 2014 | $ | 20,334 | ||||||||||||||
Fiscal year 2015 | 24,686 | |||||||||||||||
Fiscal year 2016 | 24,553 | |||||||||||||||
Fiscal year 2017 | 24,315 | |||||||||||||||
Fiscal year 2018 | 23,652 | |||||||||||||||
Fair_Value_MeasurementsTables
Fair Value Measurements(Tables) | 9 Months Ended | |||||||||||||||
Aug. 30, 2014 | ||||||||||||||||
Fair Value Disclosures [Abstract] | ' | |||||||||||||||
Schedule of asset or liabilities that have a recurring fair value measurement | ' | |||||||||||||||
Assets or liabilities that have recurring fair value measurements are shown below: | ||||||||||||||||
Fair Value Measurements at Reporting Date | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
August 30, 2014 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 444 | $ | 444 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 454 | 454 | — | — | ||||||||||||
Cash and equivalents | 16 | 16 | — | — | ||||||||||||
Total restricted trust | $ | 914 | $ | 914 | $ | — | $ | — | ||||||||
Foreign currency forward contracts | $ | 812 | $ | — | $ | 812 | $ | — | ||||||||
Fair Value Measurements at Reporting Date | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
November 30, 2013 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 593 | $ | 593 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 400 | 400 | — | — | ||||||||||||
Cash and equivalents | 31 | 31 | — | — | ||||||||||||
Total restricted trust | $ | 1,024 | $ | 1,024 | $ | — | $ | — | ||||||||
Accounts_Payable_Accrued_Liabi1
Accounts Payable, Accrued Liabilities and Guarantees (Tables) | 9 Months Ended | |||||||
Aug. 30, 2014 | ||||||||
Payables and Accruals [Abstract] | ' | |||||||
Schedule of accounts payable and accrued liabilities | ' | |||||||
Accounts payable and accrued liabilities at August 30, 2014 and November 30, 2013 were as follows: | ||||||||
August 30, | November 30, | |||||||
2014 | 2013 | |||||||
Accounts payable | $ | 113,905 | $ | 79,164 | ||||
Accrued salaries, wages and commissions | 22,095 | 14,908 | ||||||
Pension and postretirement healthcare benefits liabilities | 216 | 278 | ||||||
Compensated absences | 9,655 | 8,600 | ||||||
Accrued insurance liabilities | 11,182 | 7,599 | ||||||
Customer deposits | 24,544 | 16,081 | ||||||
Other accrued liabilities | 43,301 | 30,908 | ||||||
Accounts payable and accrued liabilities | $ | 224,898 | $ | 157,538 | ||||
Schedule of product warranty liability | ' | |||||||
Changes in the Company’s warranty accrual, which is included in Other accrued liabilities, are as follows: | ||||||||
Nine Months Ended | ||||||||
August 30, | August 31, | |||||||
2014 | 2013 | |||||||
Warranty accrual at beginning of period | $ | 1,599 | $ | 1,533 | ||||
Warranty accrual added through business acquisitions | 10,946 | — | ||||||
Accruals for warranties issued during the period | 1,691 | 222 | ||||||
Adjustments related to pre-existing warranties | (96 | ) | (257 | ) | ||||
Settlements made during the period | (4,945 | ) | (334 | ) | ||||
Other adjustments, including currency translation | (136 | ) | (2 | ) | ||||
Warranty accrual at end of period | $ | 9,059 | $ | 1,162 | ||||
Pension_and_Other_Postretireme1
Pension and Other Postretirement Plans (Tables) | 9 Months Ended | ||||||||||||||||
Aug. 30, 2014 | |||||||||||||||||
Compensation and Retirement Disclosure [Abstract] | ' | ||||||||||||||||
Schedule of components of net periodic benefit costs (income) and company contributions | ' | ||||||||||||||||
Components of net periodic benefit cost (income) and Company contributions for these plans were as follows: | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
August 30, | August 31, | August 30, | August 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Pension Benefits: | |||||||||||||||||
Components of net periodic benefit cost (income): | |||||||||||||||||
Service cost | $ | 499 | $ | 622 | $ | 1,495 | $ | 1,865 | |||||||||
Interest cost | 1,934 | 1,727 | 5,798 | 5,183 | |||||||||||||
Expected return on plan assets | (2,835 | ) | (2,694 | ) | (8,500 | ) | (8,086 | ) | |||||||||
Settlement cost | — | 3,111 | — | 3,111 | |||||||||||||
Amortization of unrecognized: | |||||||||||||||||
Prior service cost | (3 | ) | (3 | ) | (9 | ) | (8 | ) | |||||||||
Net actuarial loss | 721 | 1,516 | 2,163 | 4,547 | |||||||||||||
Net periodic benefit cost | $ | 316 | $ | 4,279 | $ | 947 | $ | 6,612 | |||||||||
Cash contributions | $ | 66 | $ | 7,709 | $ | 193 | $ | 24,216 | |||||||||
Postretirement Healthcare Benefits: | |||||||||||||||||
Components of net periodic benefit cost (income): | |||||||||||||||||
Interest cost | $ | 2 | $ | 2 | $ | 6 | $ | 6 | |||||||||
Amortization of unrecognized: | |||||||||||||||||
Prior service cost | (31 | ) | (31 | ) | (93 | ) | (93 | ) | |||||||||
Net actuarial gain | (37 | ) | (37 | ) | (111 | ) | (111 | ) | |||||||||
Net periodic benefit income | $ | (66 | ) | $ | (66 | ) | $ | (198 | ) | $ | (198 | ) | |||||
Cash contributions | $ | 16 | $ | 18 | $ | 48 | $ | 54 | |||||||||
Schedule of expected contributions in benefit plans | ' | ||||||||||||||||
The Company expects to contribute up to the following amounts to its various plans to pay benefits during 2014: | |||||||||||||||||
U.S. Qualified Plans | $ | — | |||||||||||||||
U.S. Combined Nonqualified Plans | 216 | ||||||||||||||||
Non-U.S. Plan | 409 | ||||||||||||||||
Postretirement Healthcare Benefit Plan | 62 | ||||||||||||||||
Total expected contributions | $ | 687 | |||||||||||||||
Income_Taxes_Tables
Income Taxes (Tables) | 9 Months Ended | |||||||
Aug. 30, 2014 | ||||||||
Income Tax Disclosure [Abstract] | ' | |||||||
Summary of income tax contingencies | ' | |||||||
The following is a reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions, including positions which impact only the timing of tax benefits. | ||||||||
Nine Months Ended | ||||||||
August 30, | August 31, | |||||||
2014 | 2013 | |||||||
Unrecognized tax benefits at beginning of year | $ | 2,155 | $ | 2,209 | ||||
Additions for current period tax positions | 237 | 348 | ||||||
Reductions for prior period tax positions | — | — | ||||||
Reductions for lapse of statue of limitations / settlements | (22 | ) | (334 | ) | ||||
Changes in interest and penalties | 53 | (226 | ) | |||||
Unrecognized tax benefits at end of period | $ | 2,423 | $ | 1,997 | ||||
Earnings_Per_Share_and_Stock_R1
Earnings Per Share and Stock Repurchase Activity (Tables) | 9 Months Ended | ||||||||||||||||
Aug. 30, 2014 | |||||||||||||||||
Earnings Per Share and Stock Repurchase Activity [Abstract] | ' | ||||||||||||||||
Schedule of weighted average number of shares | ' | ||||||||||||||||
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, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Weighted average number of shares outstanding - Basic | 50,395,007 | 50,092,548 | 50,457,436 | 49,917,939 | |||||||||||||
Dilutive effect of stock-based arrangements | 486,587 | 512,261 | 459,584 | 563,110 | |||||||||||||
Weighted average number of shares outstanding - Diluted | 50,881,594 | 50,604,809 | 50,917,020 | 50,481,049 | |||||||||||||
Net earnings attributable to CLARCOR Inc. | $ | 41,703 | $ | 28,707 | $ | 100,576 | $ | 85,220 | |||||||||
Net earnings per share attributable to CLARCOR Inc. - Basic | $ | 0.83 | $ | 0.57 | $ | 1.99 | $ | 1.71 | |||||||||
Net earnings per share attributable to CLARCOR Inc. - Diluted | $ | 0.82 | $ | 0.57 | $ | 1.98 | $ | 1.69 | |||||||||
Schedule of additional information used in the calculation of earnings per share | ' | ||||||||||||||||
The following table provides additional information regarding the calculation of earnings per share and stock repurchase activity. | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
August 30, | August 31, | August 30, | August 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share | 431,450 | 2,500 | 441,003 | 166,846 | |||||||||||||
Common stock repurchased and retired pursuant to the Company's stock repurchase program | $ | 21,959 | $ | 6,785 | $ | 21,959 | $ | 24,149 | |||||||||
Number of shares repurchased and retired pursuant to the Company's stock repurchase program | 362,502 | 124,000 | 362,502 | 470,100 | |||||||||||||
Segment_Information_Tables
Segment Information (Tables) | 9 Months Ended | ||||||||||||||||
Aug. 30, 2014 | |||||||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||||||
Schedule of segment information | ' | ||||||||||||||||
Segment information is summarized as follows: | |||||||||||||||||
Quarter Ended | Nine Months Ended | ||||||||||||||||
August 30, | August 31, | August 30, | August 31, | ||||||||||||||
2014 | 2013 | 2014 | 2013 | ||||||||||||||
Net sales: | |||||||||||||||||
Engine/Mobile Filtration | $ | 165,910 | $ | 129,148 | $ | 436,805 | $ | 379,195 | |||||||||
Industrial/Environmental Filtration | 213,752 | 139,659 | 608,207 | 398,945 | |||||||||||||
Packaging | 20,490 | 20,319 | 54,467 | 54,840 | |||||||||||||
$ | 400,152 | $ | 289,126 | $ | 1,099,479 | $ | 832,980 | ||||||||||
Operating profit: | |||||||||||||||||
Engine/Mobile Filtration | $ | 36,741 | $ | 28,611 | $ | 86,587 | $ | 81,156 | |||||||||
Industrial/Environmental Filtration | 23,873 | 11,315 | 55,024 | 39,404 | |||||||||||||
Packaging | 1,612 | 2,059 | 3,028 | 4,641 | |||||||||||||
62,226 | 41,985 | 144,639 | 125,201 | ||||||||||||||
Other income (expense), net | (1,514 | ) | 235 | 1,764 | 7 | ||||||||||||
Earnings before income taxes | $ | 60,712 | $ | 42,220 | $ | 146,403 | $ | 125,208 | |||||||||
August 30, | November 30, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Identifiable assets: | |||||||||||||||||
Engine/Mobile Filtration | $ | 771,687 | $ | 397,545 | |||||||||||||
Industrial/Environmental Filtration | 1,036,768 | 715,759 | |||||||||||||||
Packaging | 41,894 | 41,030 | |||||||||||||||
Corporate | 34,158 | 294,509 | |||||||||||||||
$ | 1,884,507 | $ | 1,448,843 | ||||||||||||||
Consolidated_Condensed_Financi3
Consolidated Condensed Financial Statements - Inventory (Details) (USD $) | Aug. 30, 2014 | Nov. 30, 2013 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' | ' |
Raw materials | $108,685 | $80,741 |
Work in process | 43,923 | 34,402 |
Finished products | 128,353 | 103,643 |
Inventories | $280,961 | $218,786 |
Consolidated_Condensed_Financi4
Consolidated Condensed Financial Statements - AOCI (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 30, 2014 | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ||
Balance at beginning of period, net of tax | ($26,490) | ($29,814) | ||
Other comprehensive income (loss) before reclassifications and tax | -4,231 | -1,836 | ||
Tax benefit | 26 | 86 | ||
Other comprehensive income (loss) before reclassifications, net of tax | -4,205 | -1,750 | ||
Reclassifications, before tax | 718 | 2,154 | ||
Tax expense | -267 | -834 | ||
Reclassifications, net of tax | 451 | 1,320 | ||
Other comprehensive income, net of tax | -3,754 | -430 | ||
Balance at end of period, net of tax | -30,244 | -30,244 | ||
Pension Benefits [Member] | ' | ' | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ||
Balance at beginning of period, net of tax | -29,102 | -29,878 | ||
Other comprehensive income (loss) before reclassifications and tax | -97 | -250 | ||
Tax benefit | 26 | 86 | ||
Other comprehensive income (loss) before reclassifications, net of tax | -71 | -164 | ||
Reclassifications, before tax | 718 | [1] | 2,154 | [1] |
Tax expense | -267 | -834 | ||
Reclassifications, net of tax | 451 | 1,320 | ||
Other comprehensive income, net of tax | 380 | 1,156 | ||
Balance at end of period, net of tax | -28,722 | -28,722 | ||
Foreign Currency Translation Adjustment [Member] | ' | ' | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ' | ' | ||
Balance at beginning of period, net of tax | 2,612 | 64 | ||
Other comprehensive income (loss) before reclassifications and tax | -4,134 | -1,586 | ||
Tax benefit | 0 | 0 | ||
Other comprehensive income (loss) before reclassifications, net of tax | -4,134 | -1,586 | ||
Reclassifications, before tax | 0 | 0 | ||
Tax expense | 0 | 0 | ||
Reclassifications, net of tax | 0 | 0 | ||
Other comprehensive income, net of tax | -4,134 | -1,586 | ||
Balance at end of period, net of tax | ($1,522) | ($1,522) | ||
[1] | Includes amortization of prior service cost and net actuarial loss included in net periodic benefit cost (see Note 9) that were reclassified from accumulated other comprehensive income (loss) to selling and administrative expenses. |
Consolidated_Condensed_Financi5
Consolidated Condensed Financial Statements - Narrative (Details) (USD $) | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Nov. 30, 2013 |
reportable_segment | |||
Consolidated Condensed Financial Disclosures [Line Items] | ' | ' | ' |
Number of reportable segments | 3 | ' | ' |
Net cash used in investing activities | ($646,607) | ($32,640) | ' |
Net cash used in financing activities | 213,752 | -17,036 | ' |
Restricted cash, noncurrent | 1,294 | ' | 1,896 |
Adjustment [Member] | ' | ' | ' |
Consolidated Condensed Financial Disclosures [Line Items] | ' | ' | ' |
Net cash used in investing activities | ' | 3,811 | ' |
Net cash used in financing activities | ' | $3,811 | ' |
Business_Acquisitions_and_Inve2
Business Acquisitions and Investments - Narrative (Details) (USD $) | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | |||||||||||||||||||||
Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Nov. 30, 2013 | 1-May-14 | Aug. 30, 2014 | Aug. 30, 2014 | Dec. 16, 2013 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | Dec. 03, 2013 | Aug. 30, 2014 | Aug. 30, 2014 | 8-May-14 | 8-May-13 | 9-May-12 | 9-May-12 | Dec. 16, 2013 | 1-May-14 | 1-May-14 | Dec. 16, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | |
Stanadyne [Member] | Stanadyne [Member] | Stanadyne [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Industrial/Environmental Filtration [Member] | Industrial/Environmental Filtration [Member] | Industrial/Environmental Filtration [Member] | Industrial/Environmental Filtration [Member] | Engine/Mobile Filtration [Member] | Engine/Mobile Filtration [Member] | Engine/Mobile Filtration [Member] | Engine/Mobile Filtration [Member] | Bekaert Advanced Filtration SA - Belgium [Member] | Bekaert Advanced Filtration SA - Indonesia [Member] | Bekaert [Member] | Bekaert [Member] | Bekaert [Member] | Modular [Member] | Modular [Member] | Modular [Member] | Modular [Member] | Term Loan [Member] | Credit Facility - Swing Line [Member] | Term Loan [Member] | Revolving Credit Facility [Member] | Equity Method Investee [Member] | Equity Method Investee [Member] | Cost-method Investments [Member] | Cost-method Investments [Member] | Cost-method Investments [Member] | Engine/Mobile Filtration [Member] | Engine/Mobile Filtration [Member] | ||||||
employee | employee | employee | Air Filtrations Segment of General Electric [Member] | Stanadyne [Member] | Stanadyne [Member] | Air Filtrations Segment of General Electric [Member] | |||||||||||||||||||||||||||||||||
Business Acquisition [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net sales | ' | ' | ' | ' | ' | ' | $28,014,000 | $37,006,000 | ' | $59,842,000 | $172,205,000 | $0 | $63,019,000 | $15,422,000 | $163,618,000 | $0 | $27,384,000 | $46,837,000 | $77,843,000 | ' | ' | ' | $2,809,000 | $9,111,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Number of employees in acquired business | ' | ' | ' | ' | ' | 200 | ' | ' | 700 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 170 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | 327,719,000 | ' | ' | 260,312,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | 595,328,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,297,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross payments made to acquire business | ' | ' | ' | ' | ' | 327,719,000 | ' | ' | 263,758,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,391,000 | 1,530,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cash acquired from acquisition | ' | ' | ' | ' | ' | 0 | ' | ' | 3,446,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Debt instrument, face amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 | ' | 315,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit, amount outstanding | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 10,000,000 | ' | 50,000,000 | ' | ' | ' | ' | ' | ' | ' |
Goodwill | 511,212,000 | ' | 511,212,000 | ' | 241,299,000 | 194,618,000 | ' | ' | 74,324,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 216,351,000 | 21,868,000 |
Operating profit (loss) | ' | ' | ' | ' | ' | ' | 7,275,000 | 5,348,000 | ' | 5,038,000 | 8,810,000 | 125,000 | 4,586,000 | 6,551,000 | 1,956,000 | 0 | 4,849,000 | 10,485,000 | 9,650,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Percentage of outstanding shares acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' | ' | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Purchase price excluding cash acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 7,875,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Acquired finite-lived intangible assets | ' | ' | ' | ' | ' | 146,430,000 | ' | ' | 133,020,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,057,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Bargain purchase gain | ' | ' | -2,815,000 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Gross profit | 135,325,000 | 91,900,000 | 357,282,000 | 271,600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -125,000 | -679,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Initial payment made at acquisition date | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 5,237,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 30.00% | ' | ' | ' | ' | ' | ' |
Additional investment made, amount | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 600,000 | 1,073,000 | ' | ' | ' |
Investment-related liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 21,000 | ' | ' | ' | ' | ' | ' |
Equity method investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,032,000 | 3,097,000 | ' | ' | ' | ' | ' |
Cost method investment, ownership percentage | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 15.65% | 15.65% | ' | ' | ' |
Cost method investments | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $3,277,000 | $3,277,000 | $2,204,000 | ' | ' |
Business_Acquisitions_and_Inve3
Business Acquisitions and Investments - Assets and Liabilities Acquired (Details) (USD $) | Aug. 30, 2014 | Nov. 30, 2013 | Dec. 16, 2013 | 1-May-14 |
In Thousands, unless otherwise specified | Air Filtrations Segment of General Electric [Member] | Stanadyne [Member] | ||
Business Acquisition [Line Items] | ' | ' | ' | ' |
Accounts receivable | ' | ' | $34,453 | $19,548 |
Inventories | ' | ' | 41,884 | 7,367 |
Other current assets | ' | ' | 837 | 4,121 |
Property, plant and equipment | ' | ' | 22,903 | 10,176 |
Goodwill | 511,212 | 241,299 | 74,324 | 194,618 |
Intangible assets | ' | ' | 133,020 | 146,430 |
Total assets acquired | ' | ' | 307,421 | 382,260 |
Current liabilities | ' | ' | ' | 8,476 |
Other noncurrent liabilities | ' | ' | ' | 2,000 |
Deferred income taxes | ' | ' | ' | 44,065 |
Total liabilities | ' | ' | 47,109 | ' |
Net assets acquired | ' | ' | 260,312 | 327,719 |
Cash acquired from acquisition | ' | ' | $3,446 | $0 |
Business_Acquisitions_and_Inve4
Business Acquisitions and Investments - Acquired Intangibles (Details) (USD $) | 0 Months Ended | |||||||||
In Thousands, unless otherwise specified | 1-May-14 | 1-May-14 | 1-May-14 | Dec. 16, 2013 | Dec. 16, 2013 | Dec. 16, 2013 | Dec. 16, 2013 | Dec. 16, 2013 | Dec. 16, 2013 | 1-May-14 |
Stanadyne [Member] | Stanadyne [Member] | Stanadyne [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | Trademarks [Member] | |
Customer relationships [Member] | Developed technology [Member] | Trade names [Member] | Customer relationships [Member] | Developed technology [Member] | Trademarks [Member] | Backlog [Member] | Stanadyne [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Estimated value | $146,430 | $135,250 | $11,000 | $133,020 | $35,100 | $77,300 | $19,900 | $50 | $670 | ' |
Estimated value | ' | ' | ' | ' | ' | ' | ' | ' | ' | $180 |
Weighted average Useful life | ' | '13 years | '10 years | ' | ' | '13 years | '13 years | ' | ' | ' |
Amortization method | ' | 'Straight-line | 'Straight-line | ' | 'Not amortized | 'Straight-line | 'Straight-line | 'Accelerated | 'Accelerated | ' |
Business_Acquisitions_and_Inve5
Business Acquisitions and Investments - Pro Forma (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, except Per Share data, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Net sales | $400,152 | $289,126 | $1,099,479 | $832,980 | ||||
Pro forma, net sales | 400,152 | 379,529 | 1,161,738 | 1,074,441 | ||||
Operating profit | 135,325 | 91,900 | 357,282 | 271,600 | ||||
Pro forma, gross profit | 62,397 | 56,777 | 171,130 | 146,016 | ||||
Net earnings attributable to CLARCOR Inc. | 41,703 | 28,707 | 100,576 | 85,220 | ||||
Pro forma, net earnings attributable to CLARCOR Inc. | 41,828 | 38,142 | 117,612 | 96,826 | ||||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.82 | $0.57 | $1.98 | $1.69 | ||||
Pro forma, diluted earnings per share(in dollars per share) | $0.82 | $0.76 | $2.32 | $1.92 | ||||
Stanadyne [Member] | ' | ' | ' | ' | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Net sales | 28,014 | ' | 37,006 | ' | ||||
Net earnings attributable to CLARCOR Inc. | 7,275 | ' | 5,348 | ' | ||||
Engine/Mobile Filtration [Member] | ' | ' | ' | ' | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Net sales | 0 | 27,384 | 46,837 | 77,843 | ||||
Operating profit | 0 | 8,325 | [1] | 17,677 | [2] | 17,602 | [3] | |
Net earnings attributable to CLARCOR Inc. | 0 | 4,849 | 10,485 | 9,650 | ||||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0 | $0.10 | $0.21 | $0.19 | ||||
Adjustments to remove transaction costs | ' | ' | 3,035 | 3,075 | ||||
Adjustments related to step-up of inventory | ' | ' | 1,368 | 1,368 | ||||
Industrial/Environmental Filtration [Member] | ' | ' | ' | ' | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Net sales | 0 | 63,019 | 15,422 | 163,618 | ||||
Operating profit | 171 | [4] | 6,467 | [5] | 8,814 | [6] | 3,213 | [7] |
Net earnings attributable to CLARCOR Inc. | 125 | 4,586 | 6,551 | 1,956 | ||||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0 | $0.09 | $0.13 | $0.04 | ||||
Adjustments to remove transaction costs | ' | ' | 2,089 | 3,740 | ||||
Adjustments related to step-up of inventory | ' | 126 | 4,342 | 4,468 | ||||
As Reported [Member] | ' | ' | ' | ' | ||||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | ' | ' | ' | ' | ||||
Net sales | 400,152 | 289,126 | 1,099,479 | 832,980 | ||||
Operating profit | 62,226 | 41,985 | 144,639 | 125,201 | ||||
Net earnings attributable to CLARCOR Inc. | $41,703 | $28,707 | $100,576 | $85,220 | ||||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.82 | $0.57 | $1.98 | $1.69 | ||||
[1] | Includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||
[2] | Includes adjustments to remove transaction costs of $3,035 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $1,368, which have been pushed back to the nine months ended AugustB 31, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||
[3] | Includes adjustments to push back transaction costs of $3,075 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $1,368. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||
[4] | Includes adjustments to cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $126, which have been pushed back to the three and nine month periods ended AugustB 31, 2013 for pro forma presentation. | |||||||
[5] | Includes adjustments to push back cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $126. Also includes adjustments to intangible asset amortization, depreciation expense and interest expenese. | |||||||
[6] | Includes adjustments to remove transaction costs of $2,089 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,342, which have been pushed back to the nine months ended AugustB 31, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||
[7] | Includes adjustments to push back transaction costs of $3,740 and cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,468. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense |
Incentive_Plans_and_StockBased2
Incentive Plans and Stock-Based Compensation (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Employee and Non-Employee Stock Options [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Pre-tax compensation expense | $925 | $775 | $2,957 | $2,436 |
Deferred tax benefits | -330 | -276 | -1,053 | -867 |
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 354 | 3,119 | 604 | 6,018 |
Fair value of stock options on date of grant | 0 | 32 | 4,650 | 3,868 |
Total intrinsic value of stock options exercised | 1,253 | 11,417 | 2,409 | 20,297 |
Cash received upon exercise of stock options | 1,430 | 16,091 | 3,254 | 23,275 |
Addition to capital in excess of par value due to exercise of stock options | 1,740 | 18,707 | 3,756 | 27,520 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions and Methodology [Abstract] | ' | ' | ' | ' |
Weighted average fair value per option at the date of grant for options granted | ' | ' | $11.50 | $9.98 |
Risk-free interest rate | ' | ' | 1.55% | 1.19% |
Expected dividend yield | ' | ' | 1.10% | 1.19% |
Expected volatility factor | ' | ' | 21.38% | 25.80% |
Expected option term in years | ' | ' | '5 years 0 months 0 days | '5 years 4 months 24 days |
Director [Member] | Restricted Stock [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Pre-tax compensation expense | $0 | $460 | $880 | $960 |
Shares of Company common stock issued under the plans | 0 | 0 | 15,400 | 18,256 |
Incentive_Plans_and_StockBased3
Incentive Plans and Stock-Based Compensation (Details 2) (USD $) | 9 Months Ended |
Aug. 30, 2014 | |
Stock Option Activity in Shares [Abstract] | ' |
Outstanding at end of period (in shares) | 2,543,993 |
Exercisable at end of period (in shares) | 1,612,484 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
Weighted Average Exercise Price - Outstanding End of Period (in dollars per share) | $44.56 |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $39.39 |
Employee and Non-Employee Stock Options [Member] | ' |
Stock Option Activity in Shares [Abstract] | ' |
Outstanding at beginning of year (in shares) | 2,208,314 |
Granted (in shares) | 450,700 |
Exercised (in shares) | -94,411 |
Surrendered (in shares) | -20,610 |
Outstanding at end of period (in shares) | 2,543,993 |
Exercisable at end of period (in shares) | 1,612,484 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price [Abstract] | ' |
Weighted Average Exercise Price - Outstanding Beginning of Year (in dollars per share) | $40.76 |
Weighted Average Exercise Price - Granted (in dollars per share) | $61.49 |
Weighted Average Exercise Price - Exercised (in dollars per share) | $34.47 |
Weighted Average Exercise Price - Surrendered (in dollars per share) | $53.05 |
Weighted Average Exercise Price - Outstanding End of Period (in dollars per share) | $44.56 |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $39.39 |
Incentive_Plans_and_StockBased4
Incentive Plans and Stock-Based Compensation (Details 3) (USD $) | 9 Months Ended |
In Thousands, except Share data, unless otherwise specified | Aug. 30, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding - Number (in shares) | 2,543,993 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $44.56 |
Options Outstanding - Intrinsic Value | $47,437 |
Options Outstanding - Weighted Average Remaining Life in Years | '6 years 5 months 28 days |
Options Exercisable - Number (in shares) | 1,612,484 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $39.39 |
Options Exercisable - Intrinsic Value | 38,402 |
Options Exercisable - Weighted Average Remaining Life in Years | '5 years 3 months 11 days |
$25.31 - $28.79 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding - Number (in shares) | 133,900 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $26.98 |
Options Outstanding - Intrinsic Value | 4,850 |
Options Outstanding - Weighted Average Remaining Life in Years | '1 year 11 months 3 days |
Options Exercisable - Number (in shares) | 133,900 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $26.98 |
Options Exercisable - Intrinsic Value | 4,851 |
Options Exercisable - Weighted Average Remaining Life in Years | '1 year 11 months 3 days |
$31.96 - $38.06 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding - Number (in shares) | 675,883 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $33.85 |
Options Outstanding - Intrinsic Value | 19,842 |
Options Outstanding - Weighted Average Remaining Life in Years | '3 years 9 months 9 days |
Options Exercisable - Number (in shares) | 675,883 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $33.85 |
Options Exercisable - Intrinsic Value | 19,842 |
Options Exercisable - Weighted Average Remaining Life in Years | '3 years 9 months 9 days |
$40.73 - $49.91 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding - Number (in shares) | 1,291,010 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $46.20 |
Options Outstanding - Intrinsic Value | 21,965 |
Options Outstanding - Weighted Average Remaining Life in Years | '7 years 5 months 1 day |
Options Exercisable - Number (in shares) | 802,076 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $46.12 |
Options Exercisable - Intrinsic Value | 13,704 |
Options Exercisable - Weighted Average Remaining Life in Years | '7 years 1 month 7 days |
$55.01 - $61.57 [Member] | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding - Number (in shares) | 443,200 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $61.45 |
Options Outstanding - Intrinsic Value | 780 |
Options Outstanding - Weighted Average Remaining Life in Years | '9 years 3 months 20 days |
Options Exercisable - Number (in shares) | 625 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $55.01 |
Options Exercisable - Intrinsic Value | $5 |
Options Exercisable - Weighted Average Remaining Life in Years | '8 years 9 months 0 days |
Incentive_Plans_and_StockBased5
Incentive Plans and Stock-Based Compensation (Details 4) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Restricted Stock Units (RSUs) [Member] | ' | ' | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' |
Pre-tax compensation expense | $330 | $209 | $1,072 | $678 |
Deferred tax benefits | -118 | -75 | -382 | -242 |
Excess tax (expense) benefits associated with tax deductions (under) over the amount of compensation expense recognized in the consolidated condensed financial statements | 0 | -74 | 101 | 1,280 |
Fair value of restricted stock unit awards on date of grant | 0 | 0 | 1,524 | 1,068 |
Fair value of restricted stock unit awards vested | $0 | $0 | $765 | $621 |
Incentive_Plans_and_StockBased6
Incentive Plans and Stock-Based Compensation (Details 5) (Restricted Stock Units (RSUs) [Member], USD $) | 9 Months Ended |
Aug. 30, 2014 | |
Restricted Stock Units (RSUs) [Member] | ' |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] | ' |
Nonvested at beginning of year (in units) | 48,044 |
Granted (in units) | 24,808 |
Vested (in units) | -17,685 |
Nonvested at end of period (in units) | 55,167 |
Weighted Average Grant Date Fair Value - Restricted Stock Units [Roll Forward] | ' |
Weighted Average Grant Date Fair Value - Beginning of Year (in dollars per unit) | $45.18 |
Weighted Average Grant Date Fair Value - Granted (in dollars per unit) | $61.42 |
Weighted Average Grant Date Fair Value - Vested (in dollar per unit) | $43.27 |
Weighted Average Grant Date Fair Value - End of Period (in dollars per unit) | $53.09 |
Incentive_Plans_and_StockBased7
Incentive Plans and Stock-Based Compensation - Narrative (Details) (USD $) | 9 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Aug. 30, 2014 | Nov. 30, 2013 |
Employee and Non-Employee Stock Options [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Number of shares authorized | 6,600,000 | ' |
Number of years which shares can be granted under the Plan | '10 years | ' |
Vesting period | '4 years | ' |
Annual vesting percentage | 25.00% | ' |
Expiration period and term of equity award in years | '10 years | ' |
Unrecognized compensation cost related to share-based arrangements which the Company expects to recognize | $7,087 | ' |
Weighted-average period in years, over which the Company expects to recognize compensation cost related to share-based arrangements | '2 years 7 months 1 day | ' |
Restricted Stock Units (RSUs) [Member] | ' | ' |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' |
Vesting period | '4 years | ' |
Unrecognized compensation cost related to share-based arrangements which the Company expects to recognize | $1,628 | ' |
Weighted-average period in years, over which the Company expects to recognize compensation cost related to share-based arrangements | '2 years 5 months 30 days | ' |
Number of vested and deferred shares | 16,986 | 14,760 |
Noncontrolling_Interests_Detai
Noncontrolling Interests (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Mar. 31, 2007 | Aug. 30, 2014 | Aug. 31, 2013 |
Redeemable noncontrolling interests [Member] | Redeemable noncontrolling interests [Member] | Redeemable noncontrolling interests [Member] | Non-redeemable noncontrolling interests [Member] | Non-redeemable noncontrolling interests [Member] | |||||
Increase (Decrease) in Stockholders Equity and Temporary Equity [Roll Forward] | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Redeemable noncontrolling interests, beginning of period | ' | ' | $1,836 | ' | $1,836 | $1,754 | ' | ' | ' |
Non-redeemable interests, beginning of period | ' | ' | 1,025 | ' | ' | ' | ' | 1,025 | 986 |
Noncontrolling interests (loss) earnings | 62 | 66 | 76 | 234 | -96 | 35 | ' | 172 | 199 |
Foreign currency translation | ' | ' | ' | ' | -54 | 25 | ' | 0 | -31 |
Dividend | ' | ' | ' | ' | 0 | 0 | ' | -166 | -206 |
Redeemable noncontrolling interests, end of period | 1,686 | ' | 1,686 | ' | 1,686 | 1,814 | ' | ' | ' |
Non-redeemable interests, end of period | $1,031 | ' | $1,031 | ' | ' | ' | ' | $1,031 | $948 |
Noncontrolling interest, ownership percentage by parent | ' | ' | ' | ' | ' | ' | 80.00% | ' | ' |
Noncontrolling interest, ownership percentage by noncontrolling owners | ' | ' | ' | ' | 20.00% | ' | ' | ' | ' |
Goodwill_and_Acquired_Intangib2
Goodwill and Acquired Intangible Assets (Details 1) (USD $) | 9 Months Ended |
In Thousands, unless otherwise specified | Aug. 30, 2014 |
Goodwill [Roll Forward] | ' |
Goodwill at beginning of year | $241,299 |
Acquisition | 268,942 |
Currency translation adjustments | 971 |
Goodwill at end of period | 511,212 |
Engine/Mobile Filtration [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill at beginning of year | 21,868 |
Acquisition | 194,618 |
Currency translation adjustments | -135 |
Goodwill at end of period | 216,351 |
Industrial/Environmental Filtration [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill at beginning of year | 219,431 |
Acquisition | 74,324 |
Currency translation adjustments | 1,106 |
Goodwill at end of period | 294,861 |
Packaging [Member] | ' |
Goodwill [Roll Forward] | ' |
Goodwill at beginning of year | 0 |
Acquisition | 0 |
Currency translation adjustments | 0 |
Goodwill at end of period | $0 |
Goodwill_and_Acquired_Intangib3
Goodwill and Acquired Intangible Assets (Details 2) (USD $) | Aug. 30, 2014 | Nov. 30, 2013 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Trademarks - indefinite lived | $77,831 | ' |
Intangible asset, net - finite lived | 280,124 | ' |
Acquired intangible assets, less accumulated amortization | 357,955 | 89,881 |
Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 789 | ' |
Accumulated amortization - finite lived intangible asset | -454 | ' |
Intangible asset, net - finite lived | 335 | ' |
Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 264,315 | ' |
Accumulated amortization - finite lived intangible asset | -32,400 | ' |
Intangible asset, net - finite lived | 231,915 | ' |
Other Acquired Intangibles [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 72,415 | ' |
Accumulated amortization - finite lived intangible asset | -24,541 | ' |
Intangible asset, net - finite lived | 47,874 | ' |
Engine/Mobile Filtration [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Trademarks - indefinite lived | 783 | ' |
Intangible asset, net - finite lived | 144,974 | ' |
Acquired intangible assets, less accumulated amortization | 145,757 | ' |
Engine/Mobile Filtration [Member] | Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 301 | ' |
Accumulated amortization - finite lived intangible asset | -115 | ' |
Intangible asset, net - finite lived | 186 | ' |
Engine/Mobile Filtration [Member] | Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 139,547 | ' |
Accumulated amortization - finite lived intangible asset | -5,399 | ' |
Intangible asset, net - finite lived | 134,148 | ' |
Engine/Mobile Filtration [Member] | Other Acquired Intangibles [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 11,243 | ' |
Accumulated amortization - finite lived intangible asset | -603 | ' |
Intangible asset, net - finite lived | 10,640 | ' |
Industrial/Environmental Filtration [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Trademarks - indefinite lived | 77,048 | ' |
Intangible asset, net - finite lived | 135,150 | ' |
Acquired intangible assets, less accumulated amortization | 212,198 | ' |
Industrial/Environmental Filtration [Member] | Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 488 | ' |
Accumulated amortization - finite lived intangible asset | -339 | ' |
Intangible asset, net - finite lived | 149 | ' |
Industrial/Environmental Filtration [Member] | Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 124,768 | ' |
Accumulated amortization - finite lived intangible asset | -27,001 | ' |
Intangible asset, net - finite lived | 97,767 | ' |
Industrial/Environmental Filtration [Member] | Other Acquired Intangibles [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 61,172 | ' |
Accumulated amortization - finite lived intangible asset | -23,938 | ' |
Intangible asset, net - finite lived | 37,234 | ' |
Packaging [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Trademarks - indefinite lived | 0 | ' |
Intangible asset, net - finite lived | 0 | ' |
Acquired intangible assets, less accumulated amortization | 0 | ' |
Packaging [Member] | Trademarks [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 0 | ' |
Accumulated amortization - finite lived intangible asset | 0 | ' |
Intangible asset, net - finite lived | 0 | ' |
Packaging [Member] | Customer relationships [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 0 | ' |
Accumulated amortization - finite lived intangible asset | 0 | ' |
Intangible asset, net - finite lived | 0 | ' |
Packaging [Member] | Other Acquired Intangibles [Member] | ' | ' |
Finite-Lived Intangible Assets [Line Items] | ' | ' |
Intangible asset, gross - finite lived | 0 | ' |
Accumulated amortization - finite lived intangible asset | 0 | ' |
Intangible asset, net - finite lived | $0 | ' |
Goodwill_and_Acquired_Intangib4
Goodwill and Acquired Intangible Assets (Details 3) (USD $) | Aug. 30, 2014 |
In Thousands, unless otherwise specified | |
Goodwill and Intangible Assets Disclosure [Abstract] | ' |
Fiscal year 2014 | $20,334 |
Fiscal year 2015 | 24,686 |
Fiscal year 2016 | 24,553 |
Fiscal year 2017 | 24,315 |
Fiscal year 2018 | $23,652 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details 1) (USD $) | 9 Months Ended | 12 Months Ended | 0 Months Ended | 3 Months Ended | 9 Months Ended | ||||||||||||||||||||||||||||||||||||||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Dec. 29, 2010 | Dec. 16, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Nov. 30, 2013 | Dec. 16, 2013 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 30, 2014 |
Mutual fund investments - equities [Member] | Mutual fund investments - equities [Member] | Mutual fund investments - bonds [Member] | Mutual fund investments - bonds [Member] | Cash and Cash Equivalents [Member] | Cash and Cash Equivalents [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 1 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 2 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | Level 3 [Member] | TransWeb [Member] | Air Filtrations Segment of General Electric [Member] | Estimate of Fair Value Measurement [Member] | Estimate of Fair Value Measurement [Member] | Reported Value Measurement [Member] | Reported Value Measurement [Member] | Subsidiaries [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | Foreign Exchange Contract [Member] | |||
Mutual fund investments - equities [Member] | Mutual fund investments - equities [Member] | Mutual fund investments - bonds [Member] | Mutual fund investments - bonds [Member] | Cash and Cash Equivalents [Member] | Cash and Cash Equivalents [Member] | Mutual fund investments - equities [Member] | Mutual fund investments - equities [Member] | Mutual fund investments - bonds [Member] | Mutual fund investments - bonds [Member] | Cash and Cash Equivalents [Member] | Cash and Cash Equivalents [Member] | Mutual fund investments - equities [Member] | Mutual fund investments - equities [Member] | Mutual fund investments - bonds [Member] | Mutual fund investments - bonds [Member] | Cash and Cash Equivalents [Member] | Cash and Cash Equivalents [Member] | Air Filtrations Segment of General Electric [Member] | Level 2 [Member] | Air Filtrations Segment of General Electric [Member] | Air Filtrations Segment of General Electric [Member] | ||||||||||||||||||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Restricted trust, included in Other noncurrent assets | $914 | $1,024 | $444 | $593 | $454 | $400 | $16 | $31 | $914 | $1,024 | $444 | $593 | $454 | $400 | $16 | $31 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | $0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Fair value of contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 812 | 812 | ' | ' |
Contingent earn-out, included in Other long-term liabilities | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,018 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Discount rate | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 13.20% | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Change in fair value of TransWeb contingent earn-out | 0 | 0 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Long-term debt, fair value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 423,601 | 166,288 | 425,501 | 166,636 | ' | ' | ' | ' | ' |
Net assets acquired | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 260,312 | ' | ' | ' | ' | 50,000 | ' | ' | ' | ' |
Unrealized gain (loss) on contract | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | -39 | 195 |
Unrealized gain (loss) on translation of underlying inter-company advances | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ($149) | $1,174 |
Accounts_Payable_Accrued_Liabi2
Accounts Payable, Accrued Liabilities and Guarantees (Details 1) (USD $) | Aug. 30, 2014 | Nov. 30, 2013 |
In Thousands, unless otherwise specified | ||
Payables and Accruals [Abstract] | ' | ' |
Accounts payable | $113,905 | $79,164 |
Accrued salaries, wages and commissions | 22,095 | 14,908 |
Pension and postretirement healthcare benefits liabilities | 216 | 278 |
Compensated absences | 9,655 | 8,600 |
Accrued insurance liabilities | 11,182 | 7,599 |
Customer deposits | 24,544 | 16,081 |
Other accrued liabilities | 43,301 | 30,908 |
Accounts payable and accrued liabilities | 224,898 | 157,538 |
Letters of credit outstanding, amount | $31,230 | $28,541 |
Accounts_Payable_Accrued_Liabi3
Accounts Payable, Accrued Liabilities and Guarantees (Details 2) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ' | ' |
Warranty accrual at beginning of period | $1,599 | $1,533 |
Warranty accrual added through business acquisitions | 10,946 | 0 |
Accruals for warranties issued during the period | 1,691 | 222 |
Adjustments related to pre-existing warranties | -96 | -257 |
Settlements made during the period | -4,945 | -334 |
Other adjustments, including currency translation | -136 | -2 |
Warranty accrual at end of period | $9,059 | $1,162 |
Accounts_Payable_Accrued_Liabi4
Accounts Payable, Accrued Liabilities and Guarantees 3 (Details) (USD $) | 9 Months Ended | 3 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Mar. 01, 2014 | Mar. 01, 2014 | Mar. 01, 2014 |
HVAC Air Filtration Manufacturing Facility [Member] | HVAC Air Filtration Manufacturing Facility [Member] | HVAC Air Filtration Manufacturing Facility [Member] | ||
Cost of Sales [Member] | Selling and Administrative Expenses [Member] | |||
Accounts Payable and Accrued Liabilities [Line Items] | ' | ' | ' | ' |
Restructuring Charges | ' | $1,315 | $1,186 | $129 |
Impairment of long-lived assets and leasehold improvements | 863 | ' | ' | ' |
Severance and related employee termination costs | $452 | ' | ' | ' |
LongTerm_Debt_Details_1
Long-Term Debt (Details 1) (USD $) | Aug. 30, 2014 | Nov. 30, 2013 | Apr. 05, 2012 | Aug. 30, 2014 | Apr. 05, 2012 | Apr. 05, 2012 | Aug. 30, 2014 | Nov. 22, 2013 | Aug. 30, 2014 | Apr. 05, 2012 | 1-May-14 |
Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2012 [Member] | Credit Facility 2014 [Member] | |||
Credit Facility - Swing Line [Member] | Credit Facility - Accordion [Member] | Term Loan [Member] | Term Loan [Member] | Letter of Credit Sub-Facility [Member] | Letter of Credit Sub-Facility [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line of credit facility, expiration period | ' | ' | '5 years | ' | ' | ' | ' | ' | ' | ' | ' |
Maximum borrowing capacity | ' | ' | $150,000,000 | ' | $10,000,000 | $100,000,000 | ' | $100,000,000 | ' | ' | $315,000,000 |
Long-term debt, amount | ' | ' | ' | 14,000,000 | ' | ' | 395,000,000 | ' | ' | ' | ' |
Long-term debt, weighted average interest rate | ' | ' | ' | 0.85% | ' | ' | 1.06% | ' | ' | ' | ' |
Line of Credit Facility, Remaining Borrowing Capacity | ' | ' | ' | 119,988,000 | ' | ' | ' | ' | ' | ' | ' |
Subline Letters of Credit Maximum Capacity | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50,000,000 | ' |
Letters of credit outstanding, amount | $31,230,000 | $28,541,000 | ' | ' | ' | ' | ' | ' | $16,012,000 | ' | ' |
Pension_and_Other_Postretireme2
Pension and Other Postretirement Plans (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Amortization of unrecognized: | ' | ' | ' | ' |
Cash contributions | $82 | ' | $241 | ' |
Pension Benefits [Member] | ' | ' | ' | ' |
Components of net periodic benefit cost (income): | ' | ' | ' | ' |
Service cost | 499 | 622 | 1,495 | 1,865 |
Interest cost | 1,934 | 1,727 | 5,798 | 5,183 |
Expected return on plan assets | -2,835 | -2,694 | -8,500 | -8,086 |
Settlement cost | 0 | 3,111 | 0 | 3,111 |
Amortization of unrecognized: | ' | ' | ' | ' |
Prior service cost | -3 | -3 | -9 | -8 |
Net actuarial loss (gain) | 721 | 1,516 | 2,163 | 4,547 |
Net periodic benefit cost | 316 | 4,279 | 947 | 6,612 |
Cash contributions | 66 | 7,709 | 193 | 24,216 |
Postretirement Healthcare Benefit Plan [Member] | ' | ' | ' | ' |
Components of net periodic benefit cost (income): | ' | ' | ' | ' |
Interest cost | 2 | 2 | 6 | 6 |
Amortization of unrecognized: | ' | ' | ' | ' |
Prior service cost | -31 | -31 | -93 | -93 |
Net actuarial loss (gain) | -37 | -37 | -111 | -111 |
Net periodic benefit cost | -66 | -66 | -198 | -198 |
Cash contributions | $16 | $18 | $48 | $54 |
Pension_and_Other_Postretireme3
Pension and Other Postretirement Plans (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 30, 2014 | Nov. 30, 2013 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
U.S. Qualified Plans [Member] | U.S. Combined Nonqualified Plans [Member] | Non-U.S. Plan [Member] | Postretirement Healthcare Benefit Plan [Member] | Postretirement Healthcare Benefit Plan [Member] | Postretirement Healthcare Benefit Plan [Member] | Postretirement Healthcare Benefit Plan [Member] | ||||
Defined Benefit Plan Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total expected contributions | $687 | $687 | ' | $0 | $216 | $409 | $62 | ' | $62 | ' |
Cash contributions | 82 | 241 | ' | ' | ' | ' | 16 | 18 | 48 | 54 |
Restricted trust, included in Other noncurrent assets | $914 | $914 | $1,024 | ' | ' | ' | ' | ' | ' | ' |
Income_Taxes_Details_1
Income Taxes (Details 1) (USD $) | 9 Months Ended | |
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' |
Unrecognized tax benefits at beginning of year | $2,155 | $2,209 |
Additions for current period tax positions | 237 | 348 |
Reductions for prior period tax positions | 0 | 0 |
Reductions for lapse of statue of limitations / settlements | -22 | -334 |
Changes in interest and penalties | 53 | -226 |
Unrecognized tax benefits at end of period | $2,423 | $1,997 |
Income_Taxes_Details_2
Income Taxes (Details 2) (USD $) | Aug. 30, 2014 |
In Thousands, unless otherwise specified | |
Income Tax Contingency [Line Items] | ' |
Unrecognized tax benefits that would impact the effective tax rate if recognized | $1,521 |
Accrued for the payment of interest and penalties | 256 |
Reductions for lapse of statue of limitations / settlements | $175 |
Contingencies_Details_1
Contingencies (Details 1) (USD $) | 0 Months Ended | 44 Months Ended | ||
In Thousands, unless otherwise specified | Apr. 21, 2012 | Dec. 29, 2010 | Aug. 30, 2014 | Dec. 29, 2010 |
TransWeb [Member] | TransWeb [Member] | TransWeb [Member] | TransWeb [Member] | |
Business Acquisition, Purchase Price Withheld Disclosures [Line Items] | ' | ' | ' | ' |
Gain contingency not yet recognized | $26,147 | ' | ' | ' |
Purchase price excluding cash acquired | ' | 30,017 | ' | ' |
Business acquisition, purchase price withheld | ' | ' | ' | 17,000 |
Business acquisition, legal charges applied against purchase price withheld | ' | ' | $17,000 | ' |
Earnings_Per_Share_and_Stock_R2
Earnings Per Share and Stock Repurchase Activity (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Earnings Per Share and Stock Repurchase Activity [Abstract] | ' | ' | ' | ' |
Weighted average number of shares outstanding - Basic (in shares) | 50,395,007 | 50,092,548 | 50,457,436 | 49,917,939 |
Dilutive effect of stock-based arrangements (in shares) | 486,587 | 512,261 | 459,584 | 563,110 |
Weighted average number of shares outstanding - Diluted (in shares) | 50,881,594 | 50,604,809 | 50,917,020 | 50,481,049 |
Net earnings attributable to CLARCOR Inc. | $41,703 | $28,707 | $100,576 | $85,220 |
Net earnings per share attributable to CLARCOR Inc. - Basic (in dollars per share) | $0.83 | $0.57 | $1.99 | $1.71 |
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.82 | $0.57 | $1.98 | $1.69 |
Earnings_Per_Share_and_Stock_R3
Earnings Per Share and Stock Repurchase Activity (Details 2) (USD $) | 3 Months Ended | 9 Months Ended | ||
In Thousands, except Share data, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 |
Earnings Per Share and Stock Repurchase Activity [Abstract] | ' | ' | ' | ' |
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share | 431,450 | 2,500 | 441,003 | 166,846 |
Common stock repurchased and retired pursuant to the Company's stock repurchase program | $21,959 | $6,785 | $21,959 | $24,149 |
Number of shares repurchased and retired pursuant to the Company's stock repurchase program | 362,502 | 124,000 | 362,502 | 470,100 |
Earnings_Per_Share_and_Stock_R4
Earnings Per Share and Stock Repurchase Activity (Details 3) (USD $) | 9 Months Ended |
Aug. 30, 2014 | |
Earnings Per Share and Stock Repurchase Activity [Abstract] | ' |
Stock repurchase program, remaining authorized repurchase amount | $219,322,000 |
Stock repurchase program, authorized amount | $250,000,000 |
Segment_Information_Details_1
Segment Information (Details 1) (USD $) | 3 Months Ended | 9 Months Ended | |||
In Thousands, unless otherwise specified | Aug. 30, 2014 | Aug. 31, 2013 | Aug. 30, 2014 | Aug. 31, 2013 | Nov. 30, 2013 |
reportable_segment | |||||
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Number of reportable segments | ' | ' | 3 | ' | ' |
Net sales | $400,152 | $289,126 | $1,099,479 | $832,980 | ' |
Operating profit | 62,226 | 41,985 | 144,639 | 125,201 | ' |
Other income (expense), net | -1,514 | 235 | 1,764 | 7 | ' |
Earnings before income taxes | 60,712 | 42,220 | 146,403 | 125,208 | ' |
Identifiable assets | 1,884,507 | ' | 1,884,507 | ' | 1,448,843 |
Engine/Mobile Filtration [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 165,910 | 129,148 | 436,805 | 379,195 | ' |
Operating profit | 36,741 | 28,611 | 86,587 | 81,156 | ' |
Identifiable assets | 771,687 | ' | 771,687 | ' | 397,545 |
Industrial/Environmental Filtration [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 213,752 | 139,659 | 608,207 | 398,945 | ' |
Operating profit | 23,873 | 11,315 | 55,024 | 39,404 | ' |
Identifiable assets | 1,036,768 | ' | 1,036,768 | ' | 715,759 |
Packaging [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Net sales | 20,490 | 20,319 | 54,467 | 54,840 | ' |
Operating profit | 1,612 | 2,059 | 3,028 | 4,641 | ' |
Identifiable assets | 41,894 | ' | 41,894 | ' | 41,030 |
Corporate [Member] | ' | ' | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' | ' | ' |
Identifiable assets | $34,158 | ' | $34,158 | ' | $294,509 |