Document_and_Entity_Informatio
Document and Entity Information Document | 3 Months Ended | |
Feb. 28, 2015 | Mar. 16, 2015 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | CLARCOR INC. | |
Entity Central Index Key | 20740 | |
Current Fiscal Year End Date | -17 | |
Entity Filer Category | Large Accelerated Filer | |
Document Type | 10-Q | |
Document Period End Date | 28-Feb-15 | |
Document Fiscal Year Focus | 2015 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | FALSE | |
Entity Common Stock, Shares Outstanding | 50,159,596 |
Consolidated_Condensed_Stateme
Consolidated Condensed Statements of Earnings (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Income Statement [Abstract] | ||
Net sales | $351,123 | $312,685 |
Cost of sales | 238,148 | 216,098 |
Gross profit | 112,975 | 96,587 |
Selling and administrative expenses | 73,782 | 65,321 |
Operating profit | 39,193 | 31,266 |
Other income (expense): | ||
Interest expense | -1,071 | -400 |
Interest income | 141 | 107 |
Other, net | -116 | 3,971 |
Total other income (expense) | -1,046 | 3,678 |
Earnings before income taxes | 38,147 | 34,944 |
Provision for income taxes | 11,410 | 10,603 |
Net earnings | 26,737 | 24,341 |
Net earnings attributable to noncontrolling interests | -28 | -20 |
Net earnings attributable to CLARCOR Inc. | $26,709 | $24,321 |
Net earnings per share attributable to CLARCOR Inc. - Basic (in dollars per share) | $0.53 | $0.48 |
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.53 | $0.48 |
Weighted average number of shares outstanding - Basic (in shares) | 50,255,915 | 50,463,714 |
Weighted average number of shares outstanding - Diluted (in shares) | 50,792,483 | 50,924,445 |
Dividends paid per share (in dollars per share) | $0.20 | $0.17 |
Consolidated_Condensed_Stateme1
Consolidated Condensed Statements of Comprehensive Earnings (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Net earnings | $26,737 | $24,341 |
Other comprehensive income: | ||
Pension and other postretirement benefits liability adjustments | 861 | 664 |
Pension and other postretirement benefits liability adjustments tax amounts | -262 | -267 |
Pension and other postretirement benefits liability adjustments, net of tax | 599 | 397 |
Translation adjustments | -16,614 | 4,325 |
Translation adjustments tax amounts | 0 | 0 |
Translation adjustments, net of tax | -16,614 | 4,325 |
Comprehensive earnings | 10,722 | 29,063 |
Comprehensive earnings attributable to CLARCOR Inc. | 10,897 | 29,035 |
Non-redeemable noncontrolling interests [Member] | ||
Other comprehensive income: | ||
Comprehensive earnings (loss) attributable to non-redeemable noncontrolling interests | 32 | -51 |
Redeemable noncontrolling interests [Member] | ||
Other comprehensive income: | ||
Comprehensive earnings (loss) attributable to non-redeemable noncontrolling interests | $143 | $23 |
Consolidated_Condensed_Balance
Consolidated Condensed Balance Sheets (USD $) | Feb. 28, 2015 | Nov. 29, 2014 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $84,353 | $94,064 |
Accounts receivable, less allowance for losses of $10,579 and $10,811, respectively | 277,701 | 305,580 |
Inventories | 297,867 | 274,718 |
Deferred income taxes | 34,075 | 37,749 |
Prepaid expenses and other current assets | 19,110 | 16,796 |
Total current assets | 713,106 | 728,907 |
Property, plant and equipment, at cost, less accumulated depreciation of $359,955 and $357,564 respectively | 299,404 | 288,356 |
Asset held for sale | 1,964 | 0 |
Goodwill | 516,885 | 507,172 |
Acquired intangible assets, less accumulated amortization | 349,827 | 347,578 |
Other noncurrent assets | 18,198 | 16,756 |
Total assets | 1,899,384 | 1,888,769 |
Current liabilities: | ||
Current portion of long-term debt | 8,642 | 233 |
Accounts payable | 98,724 | 97,885 |
Accrued liabilities | 93,083 | 120,036 |
Income taxes payable | 9,176 | 6,226 |
Total current liabilities | 209,625 | 224,380 |
Long-term debt, less current portion | 430,863 | 411,330 |
Long-term pension and postretirement healthcare benefits liabilities | 32,736 | 33,266 |
Deferred income taxes | 110,073 | 104,250 |
Other long-term liabilities | 10,361 | 8,853 |
Total liabilities | 793,658 | 782,079 |
Contingencies (Note 10) | ||
Redeemable noncontrolling interests | 1,444 | 1,587 |
SHAREHOLDERS' EQUITY | ||
Capital stock | 50,181 | 50,204 |
Capital in excess of par value | 9,477 | 10,644 |
Accumulated other comprehensive loss | -70,095 | -54,080 |
Retained earnings | 1,113,914 | 1,097,292 |
Total CLARCOR Inc. equity | 1,103,477 | 1,104,060 |
Noncontrolling interests | 805 | 1,043 |
Total shareholders' equity | 1,104,282 | 1,105,103 |
Total liabilities and shareholders' equity | $1,899,384 | $1,888,769 |
Consolidated_Condensed_Balance1
Consolidated Condensed Balance Sheets (Parenthetical) (USD $) | Feb. 28, 2015 | Nov. 29, 2014 |
In Thousands, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Allowance for losses | $10,579 | $10,811 |
Accumulated depreciation | $359,955 | $357,564 |
Consolidated_Condensed_Stateme2
Consolidated Condensed Statements of Cash Flows (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Cash flows from operating activities: | ||
Net earnings | $26,737 | $24,341 |
Depreciation | 7,744 | 7,292 |
Amortization | 6,256 | 3,282 |
Other noncash items | 79 | 917 |
Net loss (gain) on disposition of assets | 49 | -36 |
Bargain purchase gain | 0 | -2,815 |
Stock-based compensation expense | 3,147 | 1,515 |
Excess tax benefit from stock-based compensation | -600 | -262 |
Deferred income taxes | 1,451 | 1,348 |
Change in assets and liabilities | -26,257 | -17,134 |
Net cash provided by operating activities | 18,606 | 18,448 |
Cash flows from investing activities: | ||
Restricted cash | 0 | 277 |
Business acquisitions, net of cash acquired | -20,881 | -262,741 |
Additions to plant assets | -21,007 | -14,352 |
Proceeds from disposition of plant assets | 56 | 94 |
Investment in affiliates | 0 | -473 |
Net cash used in investing activities | -41,832 | -277,195 |
Cash flows from financing activities: | ||
Net borrowings (payments) on multicurrency revolving credit facility | 28,000 | -50,000 |
Payments on term loan facility | 0 | -20,000 |
Payments on long-term debt | 0 | -56 |
Sale of capital stock under stock option and employee purchase plans | 3,462 | 1,525 |
Payments for repurchase of common stock | -7,949 | 0 |
Excess tax benefit from stock-based compensation | 600 | 262 |
Dividend paid to noncontrolling interests | -206 | -166 |
Cash dividends paid | -10,068 | -8,577 |
Net cash provided by (used in) financing activities | 13,839 | -77,012 |
Net effect of exchange rate changes on cash | -324 | 627 |
Net change in cash and cash equivalents | -9,711 | -335,132 |
Cash and cash equivalents, beginning of period | 94,064 | 411,562 |
Cash and cash equivalents, end of period | 84,353 | 76,430 |
Cash paid during the period for: | ||
Interest | 1,201 | 324 |
Income taxes, net of refunds | $3,638 | $4,233 |
Basis_of_Presentation_and_Sign
Basis of Presentation and Significant Accounting Policies | 3 Months Ended | |||||||||||
Feb. 28, 2015 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Basis of Presentation and Significant Accounting Policies | BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
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 February 28, 2015 and March 1, 2014 and the Consolidated Condensed Balance Sheet as of February 28, 2015 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 29, 2014 (“2014 Form 10-K”). The November 29, 2014 Consolidated Condensed Balance Sheet data was derived from the Company’s year-end audited Consolidated Financial Statements as presented in the 2014 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 February 28, 2015, 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 2014 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 had $1,295 and $1,294 of noncurrent restricted cash recorded in Other noncurrent assets as of February 28, 2015 and November 29, 2014, 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: | ||||||||||||
February 28, | November 29, | |||||||||||
2015 | 2014 | |||||||||||
Raw materials | $ | 108,196 | $ | 101,848 | ||||||||
Work in process | 51,158 | 41,729 | ||||||||||
Finished products | 138,513 | 131,141 | ||||||||||
Inventories | $ | 297,867 | $ | 274,718 | ||||||||
Property, Plant and Equipment | ||||||||||||
Plant assets classified as Assets held for sale are initially measured at the lesser of the assets' carrying amount or the fair value less costs to sell. Gains or losses are recognized for any subsequent changes in the fair value less cost to sell; however, gains are only recognized to the extent of cumulative losses previously recognized. Plant assets classified as Assets held for sale are not depreciated. At February 28, 2015, property, plant and equipment of $1,964 related to one facility were classified as Assets held for sale. | ||||||||||||
Accumulated Other Comprehensive Loss | ||||||||||||
Changes in accumulated other comprehensive loss by component for the three months ended February 28, 2015 are as follows: | ||||||||||||
Pension Benefits | Foreign Currency Translation Adjustments | Total | ||||||||||
Balance at November 29, 2014, net of tax | $ | (37,667 | ) | $ | (16,413 | ) | $ | (54,080 | ) | |||
Other comprehensive loss before reclassifications and tax | (105 | ) | (16,614 | ) | (16,719 | ) | ||||||
Tax benefit | 21 | — | 21 | |||||||||
Other comprehensive loss before reclassifications, net of tax | (84 | ) | (16,614 | ) | (16,698 | ) | ||||||
Reclassifications, before tax | 966 | (a) | — | 966 | ||||||||
Tax expense | (283 | ) | — | (283 | ) | |||||||
Reclassifications, net of tax | 683 | — | 683 | |||||||||
Other comprehensive income (loss), net of tax | 599 | (16,614 | ) | (16,015 | ) | |||||||
Balance at February 28, 2015, net of tax | $ | (37,068 | ) | $ | (33,027 | ) | $ | (70,095 | ) | |||
___________ | ||||||||||||
(a) Includes amortization of prior service cost and net actuarial loss included in net periodic benefit cost (see Note 8) that were reclassified from accumulated other comprehensive loss to selling and administrative expenses. | ||||||||||||
Derivative Instruments and Hedging Activities | ||||||||||||
The Company is exposed to various market risks that arise from transactions entered into in the normal course of business, including market risks associated with changes in foreign currency exchange rates and changes in interest rates. The Company may make use of derivative instruments to manage certain such risks, including derivatives designated as accounting hedges and/or those utilized as economic hedges which are not designated as accounting hedges. The Company does not hold or issue derivatives for trading or speculative purposes. | ||||||||||||
All derivatives are recorded at fair value in the Consolidated Balance Sheets. Each derivative is designated as either a fair value hedge or remains undesignated. Changes in the fair value of derivatives that are designated and effective as fair value hedges are recognized currently in net income. These changes are offset in net income to the extent the hedge was effective by fair value changes related to the risk being hedged on the hedged item. Changes in fair value of undesignated hedges are recognized currently in net income. All ineffective changes in derivative fair values are recognized currently in net income. | ||||||||||||
The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objective and strategy for undertaking hedge transactions. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, or the underlying hedge transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, the hedge accounting discussed above is discontinued. Further information related to derivatives and hedging activities is included in Note 5 of the Notes to Consolidated Financial Statements. | ||||||||||||
New Accounting Guidance | ||||||||||||
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. | ||||||||||||
In June 2014, the FASB issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718, Compensation-Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for annual reporting periods and interim periods within that period, beginning after December 15, 2015 (fiscal year 2017 for the Company). The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements. |
Business_Acquisitions_Investme
Business Acquisitions, Investments and Noncontrolling Interests | 3 Months Ended | |||||||||||||||
Feb. 28, 2015 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Business Acquisitions, Investments and Noncontrolling Interests | BUSINESS ACQUISITIONS, INVESTMENTS AND NONCONTROLLING INTERESTS | |||||||||||||||
Business Acquisitions | ||||||||||||||||
Filter Resources | ||||||||||||||||
On December 17, 2014, the Company acquired 100% of the outstanding shares of Filter Resources, Inc., Filtration, Inc. and Fabrication Specialties, Inc. (collectively, "Filter Resources"). The purchase price for Filter Resources was approximately $22,099, which the Company funded with borrowings under the Company's revolving credit agreement. | ||||||||||||||||
Filter Resources has operating facilities located in the Texas gulf coast and Louisiana region, with approximately 75 total employees. The business is engaged in the manufacture and distribution of filtration products for petrochemical, refinery, pipeline and other industrial applications. The operations of Filter Resources have been merged into the Company's PECOFacet group of companies, headquartered in Mineral Wells, Texas. Net sales and operating profit for Filter Resources subsequent to the date it was acquired by the Company for the three months ended February 28, 2015 were $4,047 and $276, respectively. 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. A contingent liability for a potential earn-out payment to the former owners, based on earnings from certain capital projects, was recorded at its estimated fair value of $1,154, and is included in Other long-term liabilities in the Consolidated Condensed Balance Sheets. The Company assumed long-term debt of the business of $1,250, which was immediately repaid in connection with the closing. 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. | ||||||||||||||||
The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the date of acquisition of Filter Resources: | ||||||||||||||||
Accounts receivable | $ | 3,180 | ||||||||||||||
Inventories | 2,042 | |||||||||||||||
Other current assets | 111 | |||||||||||||||
Property, plant and equipment | 574 | |||||||||||||||
Goodwill | 12,345 | |||||||||||||||
Intangible assets | 10,580 | |||||||||||||||
Total assets acquired | 28,832 | |||||||||||||||
Current liabilities | 2,646 | |||||||||||||||
Noncurrent liabilities | 4,087 | |||||||||||||||
Net assets acquired | $ | 22,099 | ||||||||||||||
Filter Resources was acquired primarily to expand the Company's access to petrochemical and refinery customers, particularly in the U.S. gulf coast region. Goodwill of $12,345 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 | $ | 10,500 | 15 years | Straight-line | ||||||||||||
Trademarks | 80 | 1 year | Straight-line | |||||||||||||
$ | 10,580 | |||||||||||||||
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 7). | ||||||||||||||||
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 | 7,257 | |||||||||||||||
Deferred income taxes | 4,121 | |||||||||||||||
Property, plant and equipment | 10,176 | |||||||||||||||
Goodwill | 194,989 | |||||||||||||||
Intangible assets | 146,430 | |||||||||||||||
Total assets acquired | 382,521 | |||||||||||||||
Current liabilities | 8,963 | |||||||||||||||
Other noncurrent liabilities | 2,000 | |||||||||||||||
Deferred income taxes | 43,839 | |||||||||||||||
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 $194,989 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 for the three months ended February 28, 2015 were as follows: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
February 28, 2015 | ||||||||||||||||
Net sales | $ | 24,073 | ||||||||||||||
Operating profit | 4,773 | |||||||||||||||
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 United Kingdom. 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 (see Note 7). | ||||||||||||||||
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. | ||||||||||||||||
An 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. There were no adjustments to these purchase accounting valuation estimates during the three months ended February 28, 2015. The allocation of the purchase price to the assets and liabilities assumed was finalized as of February 28, 2015. | ||||||||||||||||
The following table summarizes the 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 for the three months ended February 28, 2015 and March 1, 2014 (which, in the case of the three-month period ended March 1, 2014, includes the period from December 16, 2013 to March 1, 2014) were as follows: | ||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||
February 28, 2015 | March 1, 2014 | |||||||||||||||
Net sales | $ | 49,551 | $ | 45,378 | ||||||||||||
Operating profit | 3,836 | (1,048 | ) | |||||||||||||
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 the first day 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 period ended March 1, 2014 include adjustments to amortization charges for acquired intangible assets, depreciation expense, interest expense, and transaction costs incurred, as well as adjustments to cost of sales related to the step-up of inventory to estimated acquisition-date fair values, 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 | ||||||||||||||||
March 1, 2014 | ||||||||||||||||
As reported | CLARCOR | CLARCOR | Pro forma | |||||||||||||
Engine Mobile Solutions | Industrial Air | |||||||||||||||
Net sales | $ | 312,685 | $ | 27,056 | $ | 15,422 | $ | 355,163 | ||||||||
Operating profit | 31,266 | 7,467 | (a) | 7,979 | (b) | 46,712 | ||||||||||
Net earnings attributable to CLARCOR | 24,321 | 4,013 | 5,928 | 34,262 | ||||||||||||
Diluted earnings per share | $ | 0.48 | $ | 0.08 | $ | 0.12 | $ | 0.68 | ||||||||
(a) | Includes adjustments to intangible asset amortization, depreciation expense and interest expense. Does not include any transaction costs or cost of sales related to the step-up of inventory to its estimated acquisition-date fair value as such costs were pushed back to the three months ended March 2, 2013 for pro forma presentation. | |||||||||||||||
(b) | Includes adjustments to remove transaction costs of $2,089 and to remove cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,198, which have been pushed back to the three months ended March 2, 2013 for pro forma presentation. 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. | ||||||||||||||||
An 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. There were no adjustments to these purchase accounting valuation estimates during the three months ended February 28, 2015. The allocation of the purchase price to the assets and liabilities assumed was finalized as of February 28, 2015. | ||||||||||||||||
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. | ||||||||||||||||
Net sales and operating loss for the Bekaert business (which in the case of the three-month period ended March 1, 2014, includes the period from December 3, 2013 to March 1, 2014) for the three months ended February 28, 2015 and March 1, 2014 were as follows: | ||||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||
February 28, 2015 | March 1, 2014 | |||||||||||||||
Net sales | $ | 2,529 | $ | 2,777 | ||||||||||||
Operating loss | (437 | ) | (251 | ) | ||||||||||||
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 months ended February 28, 2015 and March 1, 2014, respectively, the Company did not make any additional investments. The investment, with a carrying amount of $2,836 and $2,918 at February 28, 2015 and November 29, 2014, 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 months ended February 28, 2015 and March 1, 2014, the Company did not receive any dividends from BPH. | ||||||||||||||||
The Company also owns 14.85% 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 months ended February 28, 2015 the Company did not make any additional investments into Algae, and during the three months ended March 1, 2014 the Company invested an additional $473 into Algae. The investment, with a carrying amount of $3,277 at February 28, 2015 and November 29, 2014, 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 months ended February 28, 2015 and March 1, 2014, the Company did not receive any dividends from Algae. | ||||||||||||||||
Noncontrolling Interests | ||||||||||||||||
Noncontrolling interests changed as follows during the three months ended February 28, 2015 and March 1, 2014: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
28-Feb-15 | 1-Mar-14 | |||||||||||||||
Redeemable | Non-Redeemable | Redeemable | Non-Redeemable | |||||||||||||
Noncontrolling interests at beginning of period | $ | 1,587 | $ | 1,043 | $ | 1,836 | $ | 1,025 | ||||||||
Noncontrolling interests (loss) earnings | (24 | ) | 52 | (41 | ) | 61 | ||||||||||
Foreign currency translation | (119 | ) | (84 | ) | 18 | (10 | ) | |||||||||
Dividend | — | (206 | ) | — | (166 | ) | ||||||||||
Noncontrolling interests at end of period | $ | 1,444 | $ | 805 | $ | 1,813 | $ | 910 | ||||||||
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 February 28, 2015, 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 the redemption becomes probable, the Redeemable noncontrolling interests will be accreted to the redemption price, through equity. The Company has not recorded any accretion to date. |
Goodwill_and_Acquired_Intangib
Goodwill and Acquired Intangible Assets | 3 Months Ended | |||||||||||||||
Feb. 28, 2015 | ||||||||||||||||
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 three months ended February 28, 2015. | ||||||||||||||||
Engine/Mobile | Industrial/ | Packaging | Total | |||||||||||||
Filtration | Environmental | |||||||||||||||
Filtration | ||||||||||||||||
Goodwill at beginning of year | $ | 216,114 | $ | 291,058 | $ | — | $ | 507,172 | ||||||||
Acquisition | — | 12,345 | — | 12,345 | ||||||||||||
Currency translation adjustments | (654 | ) | (1,978 | ) | — | (2,632 | ) | |||||||||
Goodwill at end of period | $ | 215,460 | $ | 301,425 | $ | — | $ | 516,885 | ||||||||
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 | ||||||||||||||||
February 28, 2015 | ||||||||||||||||
Indefinite Lived Intangibles: | ||||||||||||||||
Trademarks - indefinite lived | $ | 784 | $ | 75,385 | $ | — | $ | 76,169 | ||||||||
Finite Lived Intangibles: | ||||||||||||||||
Trademarks, gross - finite lived | $ | 281 | $ | 568 | $ | — | $ | 849 | ||||||||
Accumulated amortization | (122 | ) | (366 | ) | — | (488 | ) | |||||||||
Trademarks, net - finite lived | $ | 159 | $ | 202 | $ | — | $ | 361 | ||||||||
Customer relationships, gross | $ | 139,537 | $ | 131,114 | $ | — | $ | 270,651 | ||||||||
Accumulated amortization | (10,752 | ) | (31,708 | ) | — | (42,460 | ) | |||||||||
Customer relationships, net | $ | 128,785 | $ | 99,406 | $ | — | $ | 228,191 | ||||||||
Other acquired intangibles, gross | $ | 11,244 | $ | 60,815 | $ | — | $ | 72,059 | ||||||||
Accumulated amortization | (1,160 | ) | (25,793 | ) | — | (26,953 | ) | |||||||||
Other acquired intangibles, net | $ | 10,084 | $ | 35,022 | $ | — | $ | 45,106 | ||||||||
Total finite lived intangible assets, net | $ | 139,028 | $ | 134,630 | $ | — | $ | 273,658 | ||||||||
Acquired intangible assets, less accumulated amortization | $ | 139,812 | $ | 210,015 | $ | — | $ | 349,827 | ||||||||
The following table summarizes estimated amortization expense. | ||||||||||||||||
Fiscal year 2015 | $ | 25,056 | ||||||||||||||
Fiscal year 2016 | 24,850 | |||||||||||||||
Fiscal year 2017 | 24,608 | |||||||||||||||
Fiscal year 2018 | 23,945 | |||||||||||||||
Fiscal year 2019 | 23,729 | |||||||||||||||
Amortization expense for the three months ended February 28, 2015 and March 1, 2014 was $6,256 and $3,282, respectively. |
Fair_Value_Measurements
Fair Value Measurements | 3 Months Ended | |||||||||||||||
Feb. 28, 2015 | ||||||||||||||||
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 | |||||||||||||
February 28, 2015 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 420 | $ | 420 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 419 | 419 | — | — | ||||||||||||
Cash and equivalents | 14 | 14 | — | — | ||||||||||||
Total restricted trust | $ | 853 | $ | 853 | $ | — | $ | — | ||||||||
Filter Resources contingent earn-out, included in Other long-term liabilities | $ | 1,154 | $ | — | $ | — | $ | 1,154 | ||||||||
Foreign exchange contracts, included in Prepaid expenses and other current assets | $ | 339 | $ | — | $ | 339 | $ | — | ||||||||
Foreign exchange contracts, included in Accrued liabilities | $ | 31 | $ | — | $ | 31 | $ | — | ||||||||
Fair Value Measurements at Reporting Date | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
November 29, 2014 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 437 | $ | 437 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 442 | 442 | — | — | ||||||||||||
Cash and equivalents | 14 | 14 | — | — | ||||||||||||
Total restricted trust | $ | 893 | $ | 893 | $ | — | $ | — | ||||||||
Filter Resources contingent earn-out, included in Other long-term liabilities | $ | — | $ | — | $ | — | $ | — | ||||||||
Foreign exchange contracts, included in Prepaid expenses and other current assets | $ | 362 | $ | — | $ | 362 | $ | — | ||||||||
Foreign exchange contracts, included in Accrued liabilities | $ | 367 | $ | — | $ | 367 | $ | — | ||||||||
There were no changes in the fair value determination methods or significant assumptions used in those methods during the three months ended February 28, 2015. There were no transfers between Level 1 and Level 2 and there were no transfers into or out of Level 3 during the three months ended February 28, 2015. 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 Filter Resources on December 17, 2014. This earn-out, which is payable to the former owners of Filter Resources, had an acquisition-date estimated fair-value of $1,154, and was recorded as an other long-term liability. The contingent liability for the earn-out will continue to be accounted for and measured at fair value until the contingency is settled during fiscal year 2017. The fair value measurement of the earn-out payment is based on estimated earnings from certain capital projects, which represent significant inputs not observed in the market and thus represents a Level 3 measurement. | ||||||||||||||||
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 2014 and projected 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. The fair value of the TransWeb contingent earn-out payment was $0 at February 28, 2015 and at November 29, 2014, 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 February 28, 2015 and November 29, 2014. 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 $435,922 and $408,208 at February 28, 2015 and November 29, 2014, 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 February 28, 2015 and November 29, 2014 is $439,505 and $411,563, respectively. | ||||||||||||||||
See Note 5 for information related to the fair value of hedging instruments. |
Derivative_Instruments_and_Hed
Derivative Instruments and Hedging | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Derivative Instruments and Hedging | DERIVATIVE INSTRUMENTS AND HEDGING | |||||||
The Company is exposed to various market risks that arise from transactions entered into in the normal course of business. The Company selectively uses derivative instruments to manage certain such risks, including market risks associated with changes in foreign currency exchange rates and changes in interest rates. The Company does not hold or issue derivatives for trading or speculative purposes. A description of each type of derivative utilized by the Company to manage risk is included below. In addition, refer to Note 4 for information related to the fair value measurements utilized by the Company for each derivative type. | ||||||||
The Company may elect to designate certain derivatives as hedging instruments under the accounting standards for derivatives and hedging. The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objective and strategy for undertaking hedge transactions. | ||||||||
All derivatives are recognized on the balance sheet at fair value and classified based on the instrument's maturity date. The total notional amount of derivatives outstanding at February 28, 2015 was $84,777, which consists of derivative instruments to manage foreign exchange risk related to inter-company advances, and derivatives to manage the risk of changes in foreign currency exchange rates — principally the Euro and British pound — on certain firm sales commitments expected to be settled at future dates. | ||||||||
The following table presents the fair values of derivative instruments included within the Consolidated Balance Sheets at February 28, 2015 and November 29, 2014: | ||||||||
February 28, 2015 | November 29, 2014 | |||||||
Prepaid expenses and other current assets | ||||||||
Designated as hedging instruments: | ||||||||
Foreign exchange contracts | $ | — | $ | — | ||||
Unrecognized firm sales commitments | 61 | 248 | ||||||
Total designated | $ | 61 | $ | 248 | ||||
Not designated as hedging instruments: | ||||||||
Foreign exchange contracts | 339 | 362 | ||||||
Total not designated | $ | 339 | $ | 362 | ||||
Total derivatives | $ | 400 | $ | 610 | ||||
Accrued liabilities | ||||||||
Designated as hedging instruments: | ||||||||
Foreign exchange contracts | $ | 60 | $ | 245 | ||||
Unrecognized firm sales commitments | — | — | ||||||
Total designated | $ | 60 | $ | 245 | ||||
Not designated as hedging instruments: | ||||||||
Foreign exchange contracts | 29 | 122 | ||||||
Total not designated | $ | 29 | $ | 122 | ||||
Total derivatives | $ | 89 | $ | 367 | ||||
The following table presents the amounts of income (expense) from derivative instruments affecting the Consolidated Statements of Earnings for the three months ended February 28, 2015 and March 1, 2014: | ||||||||
February 28, 2015 | March 1, 2014 | |||||||
Fair value hedges | ||||||||
Foreign exchange contracts - Selling and administrative expenses | $ | (8 | ) | $ | — | |||
Unrecognized firm sales commitments - Selling and administrative expenses | 14 | — | ||||||
Total designated | $ | 6 | $ | — | ||||
Not designated as hedges | ||||||||
Foreign exchange contracts - Selling and administrative expenses | $ | (66 | ) | $ | — | |||
Foreign exchange contracts - Other, net income (expense) | (325 | ) | — | |||||
Total not designated | $ | (391 | ) | $ | — | |||
Fair Value Hedges | ||||||||
The Company is exposed to changes in foreign currency exchange rates on certain unrecognized firm sales commitments expected to be settled at future dates. The Company may use foreign currency forward contracts to manage certain such risks. The Company designates each such contract as a fair value hedge from the date the firm sales commitment and derivative contract are entered into through the date the related sale occurs, at which point the foreign currency forward contract is de-designated as a fair value hedging instrument. All realized and unrealized gains or losses on such foreign currency forward contracts are recognized in income as incurred. Changes in the fair value of the related unrecognized firm sales commitments that arise due to | ||||||||
fluctuations in foreign currency exchange rates are also reflected in income and as an asset or liability on the Consolidated Balance Sheets. | ||||||||
The total notional amount of foreign currency contracts designated as fair value hedges outstanding at February 28, 2015 was $1,094. There were no such fair value hedges entered into during the three months ended March 1, 2014. The cash flows associated with the periodic settlement of the Company's fair value hedges are reflected as a component of Cash flows from operating activities in the Consolidated Statements of Cash Flows. | ||||||||
Undesignated Derivative Instruments | ||||||||
The Company is exposed to changes in foreign currency exchange rates on certain inter-company advances. The Company may use foreign currency forward contracts to manage certain such risks. These forward contracts are not designated as hedging instruments under the accounting standards for derivatives and hedging. These undesignated instruments are recorded at fair value as an asset or liability on the Consolidated Balance Sheets and all realized and unrealized gains or losses on such foreign currency forward contracts are recognized in income as incurred. | ||||||||
The total notional amount of such foreign currency contracts not designated as hedging instruments outstanding as of February 28, 2015 was $82,599. Additionally, the total notional amount of foreign currency contracts de-designated as fair value hedges outstanding at February 28, 2015 was $1,084. There were no such foreign currency contracts during the three months ended March 1, 2014. The cash flows associated with the periodic settlement of the Company's undesignated derivative instruments are reflected as a component of Cash flows from operating activities in the Consolidated Statements of Cash Flows. | ||||||||
Counterparty credit risk | ||||||||
By using derivative instruments to manage certain of its risk exposures, the Company is subject, from time to time, to credit risk and market risk on such derivative instruments. Credit risk arises from the potential failure of the counterparty to perform under the terms of the derivative instrument. When the fair value of a derivative instrument is positive, the counterparty owes the Company, which creates credit risk for the Company. The Company mitigates this credit risk by entering into transactions with only creditworthy counterparties. Market risk arises from the potential adverse effects on the value of the derivative that result from changes in foreign currency exchange rates or interest rates, depending on the nature of the derivative. The Company mitigates this market risk by establishing and monitoring parameters that limit the types and degrees of market risk that may be undertaken. |
Accrued_Liabilities
Accrued Liabilities | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Accrued Liabilities | ACCRUED LIABILITIES | |||||||
Accrued liabilities at February 28, 2015 and November 29, 2014 were as follows: | ||||||||
February 28, | November 29, | |||||||
2015 | 2014 | |||||||
Accrued salaries, wages and commissions | $ | 11,946 | $ | 29,621 | ||||
Compensated absences | 9,558 | 9,967 | ||||||
Accrued insurance liabilities | 10,706 | 11,358 | ||||||
Warranties | 9,145 | 9,405 | ||||||
Customer deposits | 26,092 | 23,045 | ||||||
Other accrued liabilities | 25,636 | 36,640 | ||||||
Accrued liabilities | $ | 93,083 | $ | 120,036 | ||||
The Company had letters of credit totaling $32,206 and $33,359 as of February 28, 2015 and November 29, 2014, 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: | ||||||||
Three Months Ended | ||||||||
February 28, | March 1, | |||||||
2015 | 2014 | |||||||
Warranty accrual at beginning of period | $ | 9,405 | $ | 1,599 | ||||
Warranty accrual added through business acquisitions | 100 | 10,677 | ||||||
Accruals for warranties issued during the period | 154 | 28 | ||||||
Adjustments related to pre-existing warranties | (48 | ) | 44 | |||||
Settlements made during the period | (373 | ) | (664 | ) | ||||
Other adjustments, including currency translation | (93 | ) | (6 | ) | ||||
Warranty accrual at end of period | $ | 9,145 | $ | 11,678 | ||||
Warranty accruals added through business acquisitions in the first three 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. |
LongTerm_Debt
Long-Term Debt | 3 Months Ended |
Feb. 28, 2015 | |
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 February 28, 2015, there was $395,000 outstanding on the Term Loan Facility with a weighted average interest rate of approximately 1.07% and there was $28,000 outstanding on the Credit Facility with a weighted average interest rate of approximately 0.87% and a remaining borrowing capacity of $105,988 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 February 28, 2015 and November 29, 2014. |
Pension_and_Other_Postretireme
Pension and Other Postretirement Benefits | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Compensation and Retirement Disclosure [Abstract] | |||||||||
Pension and Other Postretirement Benefits | PENSION AND OTHER POSTRETIREMENT BENEFITS | ||||||||
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 | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Pension Benefits: | |||||||||
Components of net periodic benefit cost (income): | |||||||||
Service cost | $ | 535 | $ | 498 | |||||
Interest cost | 1,876 | 1,931 | |||||||
Expected return on plan assets | (2,926 | ) | (2,831 | ) | |||||
Amortization of unrecognized: | |||||||||
Prior service cost | (2 | ) | (3 | ) | |||||
Net actuarial loss | 968 | 721 | |||||||
Net periodic benefit cost | $ | 451 | $ | 316 | |||||
Cash contributions | $ | 64 | $ | 65 | |||||
Postretirement Healthcare Benefits: | |||||||||
Components of net periodic benefit cost (income): | |||||||||
Interest cost | $ | 2 | $ | 2 | |||||
Amortization of unrecognized: | |||||||||
Prior service cost | (31 | ) | (31 | ) | |||||
Net actuarial gain | (37 | ) | (37 | ) | |||||
Net periodic benefit income | $ | (66 | ) | $ | (66 | ) | |||
Cash contributions | $ | 15 | $ | 16 | |||||
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 2015: | |||||||||
U.S. Qualified Plans | $ | — | |||||||
U.S. Combined Nonqualified Plans | 221 | ||||||||
Non-U.S. Plan | 394 | ||||||||
Postretirement Healthcare Benefit Plan | 58 | ||||||||
Total expected contributions | $ | 673 | |||||||
During the three months ended February 28, 2015, the Company contributed $79 to its various plans. In addition to the plan assets related to its qualified plans, the Company has also funded $853 and $893 at February 28, 2015 and November 29, 2014, respectively, into a restricted trust for its U.S. combined nonqualified plans (see Note 4). This trust is included in Other noncurrent assets in the Consolidated Condensed Balance Sheets. |
Income_Taxes
Income Taxes | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Income Taxes | INCOME TAXES | |||||||
The following is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits for uncertain tax positions, including positions which impact only the timing of tax benefits. | ||||||||
Three Months Ended | ||||||||
February 28, | March 1, | |||||||
2015 | 2014 | |||||||
Unrecognized tax benefits at beginning of year | $ | 2,487 | $ | 2,155 | ||||
Additions for current period tax positions | 175 | 79 | ||||||
Changes in interest and penalties | 19 | 33 | ||||||
Unrecognized tax benefits at end of period | $ | 2,681 | $ | 2,267 | ||||
At February 28, 2015, the amount of unrecognized tax benefit that would impact the effective tax rate, if recognized, was $1,678. The Company recognizes interest and penalties related to unrecognized benefits in income tax expense. At February 28, 2015, the Company had $289 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 $250 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 fiscal year 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. | ||||||||
As part of the purchase of the Stanadyne Business on May 1, 2014, the Company acquired approximately $45,500 of federal net operating loss carryforwards and $1,700 of general business credits, which are subject to certain annual restrictions on utilization. These balances are estimated pending the completion and filing of the pre-acquisition federal return of the Stanadyne Business. The Company expects to finalize the purchase price allocation with respect to these attributes within one year of the purchase date. |
Contingencies
Contingencies | 3 Months Ended |
Feb. 28, 2015 | |
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. | |
During the litigation TransWeb sought judgment that (i) 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, and (ii) 3M violated U.S. federal antitrust laws under theories of Walker Process fraud and sham litigation. Following a 2012 trial in which a six-member jury unanimously found in TransWeb's favor on all counts other than sham litigation, on April 21, 2014 the U.S. District Court for the District of New Jersey issued a ruling in favor of TransWeb and awarded TransWeb approximately $26,147 in damages. | |
3M timely exercised its automatic right to appeal the court's judgment to the US Court of Appeals for the Federal Circuit, and the matter is currently under active appeal before such tribunal. | |
Other | |
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 probable and reasonably estimable 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. |
Incentive_Plans_and_StockBased
Incentive Plans and Stock-Based Compensation | 3 Months Ended | |||||||||||||||||||||||||
Feb. 28, 2015 | ||||||||||||||||||||||||||
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. 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 2014 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, however, beginning in 2013 stock-based compensation for the Company's Board of Directors has been in the form of restricted stock, rather than stock options. All options expire ten years from the date of grant unless otherwise terminated. | ||||||||||||||||||||||||||
The following table summarizes information related to stock options and stock option exercises during the three months ended February 28, 2015 and March 1, 2014. | ||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Pre-tax compensation expense | $ | 1,848 | $ | 1,111 | ||||||||||||||||||||||
Deferred tax benefits | (672 | ) | (395 | ) | ||||||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 392 | 161 | ||||||||||||||||||||||||
Fair value of stock options on date of grant | 3,196 | 4,554 | ||||||||||||||||||||||||
Total intrinsic value of stock options exercised | 1,751 | 758 | ||||||||||||||||||||||||
Cash received upon exercise of stock options | 3,111 | 1,242 | ||||||||||||||||||||||||
Addition to capital in excess of par value due to exercise of stock options | 3,418 | 1,363 | ||||||||||||||||||||||||
The following table summarizes activity for the three months ended February 28, 2015 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 | 2,310,720 | $ | 45.71 | |||||||||||||||||||||||
Granted | 311,500 | $ | 63.22 | |||||||||||||||||||||||
Exercised | -74,079 | $ | 42 | |||||||||||||||||||||||
Surrendered | -2,500 | $ | 37.92 | |||||||||||||||||||||||
Outstanding at end of period | 2,545,641 | $ | 47.97 | |||||||||||||||||||||||
Exercisable at end of period | 1,661,021 | $ | 42.68 | |||||||||||||||||||||||
At February 28, 2015, there was $6,080 of unrecognized compensation cost related to option awards which the Company expects to recognize over a weighted-average period of 2.07 years. | ||||||||||||||||||||||||||
The following table summarizes information about the Company’s outstanding and exercisable options at February 28, 2015. | ||||||||||||||||||||||||||
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 | 61,750 | $ | 26.51 | $ | 2,427 | 2.53 | 61,750 | $ | 26.51 | $ | 2,427 | 2.53 | ||||||||||||||
$31.96 - $38.46 | 500,009 | $ | 33.64 | 16,085 | 3.44 | 500,009 | $ | 33.64 | 16,085 | 3.44 | ||||||||||||||||
$42.86 - $49.91 | 1,234,119 | $ | 46.21 | 24,194 | 6.92 | 986,313 | $ | 46.12 | 19,421 | 6.71 | ||||||||||||||||
$55.01 - $63.22 | 749,763 | $ | 62.19 | 2,712 | 9.25 | 112,949 | $ | 61.57 | 479 | 8.79 | ||||||||||||||||
2,545,641 | $ | 47.97 | $ | 45,418 | 6.81 | 1,661,021 | $ | 42.68 | $ | 38,412 | 5.71 | |||||||||||||||
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. | ||||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Weighted average fair value per option at the date of grant for options granted | $ | 10.26 | $ | 11.53 | ||||||||||||||||||||||
Risk-free interest rate | 1.31 | % | 1.55 | % | ||||||||||||||||||||||
Expected dividend yield | 1.27 | % | 1.1 | % | ||||||||||||||||||||||
Expected volatility factor | 19.5 | % | 21.4 | % | ||||||||||||||||||||||
Expected option term in years | 5 | 5 | ||||||||||||||||||||||||
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 8,489 and 19,457 vested and deferred shares at February 28, 2015 and November 29, 2014, respectively. | ||||||||||||||||||||||||||
The following table summarizes information related to restricted stock unit awards during the three months ended February 28, 2015 and March 1, 2014. | ||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Pre-tax compensation expense | $ | 835 | $ | 404 | ||||||||||||||||||||||
Deferred tax benefits | (304 | ) | (144 | ) | ||||||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 208 | 101 | ||||||||||||||||||||||||
Fair value of restricted stock unit awards on date of grant | 3,180 | 1,466 | ||||||||||||||||||||||||
Fair value of restricted stock unit awards vested | 979 | 765 | ||||||||||||||||||||||||
The following table summarizes activity for the three months ended February 28, 2015 with respect to the restricted stock unit awards. | ||||||||||||||||||||||||||
Units | Weighted | |||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||
Nonvested at beginning of year | 51,012 | $ | 53.12 | |||||||||||||||||||||||
Granted | 50,295 | $ | 63.22 | |||||||||||||||||||||||
Vested | -19,223 | $ | 50.91 | |||||||||||||||||||||||
Nonvested at end of period | 82,084 | $ | 59.83 | |||||||||||||||||||||||
As of February 28, 2015, there was $2,287 of total unrecognized compensation cost related to restricted stock unit awards which the Company expects to recognize over a weighted-average period of 3.20 years. | ||||||||||||||||||||||||||
Restricted Stock Unit Awards with Performance Conditions | ||||||||||||||||||||||||||
Beginning in 2015, performance awards were issued to officers and certain key employees as an incentive to achieve revenue growth and operating profit margin goals over a three-year period. The awards are in the form of restricted stock units, which vest at the end of the three-year period if the specified sales growth and operating margin goals are achieved. These restricted stock unit awards are considered nonvested share awards. The restricted stock unit awards require no payment from the employee. Fair value of the restricted stock units is determined based on the market price of the stock on the grant date. Compensation cost is recorded equally over the three-year period in which the stock units are earned, based on a periodic determination of the probable performance outcome. There were no vested shares at February 28, 2015 and November 29, 2014, respectively. | ||||||||||||||||||||||||||
The following table summarizes information related to restricted stock unit awards with performance conditions during the three months ended February 28, 2015 and March 1, 2014. | ||||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Pre-tax compensation expense | $ | 464 | $ | — | ||||||||||||||||||||||
Deferred tax benefits | (169 | ) | — | |||||||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | — | — | ||||||||||||||||||||||||
Fair value of restricted stock unit awards on date of grant | 5,857 | — | ||||||||||||||||||||||||
Fair value of restricted stock unit awards vested | — | — | ||||||||||||||||||||||||
The following table summarizes activity for the three months ended February 28, 2015 with respect to the restricted stock unit awards with performance conditions. | ||||||||||||||||||||||||||
Units | Weighted | |||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||
Nonvested at beginning of year | — | $ | — | |||||||||||||||||||||||
Granted | 92,650 | $ | 63.22 | |||||||||||||||||||||||
Vested | — | $ | — | |||||||||||||||||||||||
Nonvested at end of period | 92,650 | $ | 63.22 | |||||||||||||||||||||||
As of February 28, 2015, there was $5,101 of total unrecognized compensation cost related to restricted stock unit awards with performance conditions, which the Company expects to recognize over a weighted-average period of 2.75 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. No shares of common stock were issued to non-employee directors during the three months ended February 28, 2015 and March 1, 2014, respectively. |
Earnings_Per_Share_and_Stock_R
Earnings Per Share and Stock Repurchase Activity | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
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 11 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 | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Weighted average number of shares outstanding - Basic | 50,255,915 | 50,463,714 | |||||||
Dilutive effect of stock-based arrangements | 536,568 | 460,731 | |||||||
Weighted average number of shares outstanding - Diluted | 50,792,483 | 50,924,445 | |||||||
Net earnings attributable to CLARCOR Inc. | $ | 26,709 | $ | 24,321 | |||||
Net earnings per share attributable to CLARCOR Inc. - Basic | $ | 0.53 | $ | 0.48 | |||||
Net earnings per share attributable to CLARCOR Inc. - Diluted | $ | 0.53 | $ | 0.48 | |||||
The following table provides additional information regarding the calculation of earnings per share and stock repurchase activity. | |||||||||
Quarter Ended | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share | — | 441,450 | |||||||
Common stock repurchased and retired pursuant to the Company's stock repurchase program | $ | 7,949 | $ | — | |||||
Number of shares repurchased and retired pursuant to the Company's stock repurchase program | 122,000 | — | |||||||
At February 28, 2015, there remained $200,511 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 | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
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 | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Net sales: | |||||||||
Engine/Mobile Filtration | $ | 144,458 | $ | 122,497 | |||||
Industrial/Environmental Filtration | 190,916 | 174,863 | |||||||
Packaging | 15,749 | 15,325 | |||||||
$ | 351,123 | $ | 312,685 | ||||||
Operating profit: | |||||||||
Engine/Mobile Filtration | $ | 24,746 | $ | 22,874 | |||||
Industrial/Environmental Filtration | 14,008 | 8,146 | |||||||
Packaging | 439 | 246 | |||||||
39,193 | 31,266 | ||||||||
Other income (expense), net | (1,046 | ) | 3,678 | ||||||
Earnings before income taxes | $ | 38,147 | $ | 34,944 | |||||
February 28, | November 29, | ||||||||
2015 | 2014 | ||||||||
Identifiable assets: | |||||||||
Engine/Mobile Filtration | $ | 788,591 | $ | 781,204 | |||||
Industrial/Environmental Filtration | 1,040,329 | 1,022,996 | |||||||
Packaging | 38,881 | 41,817 | |||||||
Corporate | 31,583 | 42,752 | |||||||
$ | 1,899,384 | $ | 1,888,769 | ||||||
Basis_of_Presentation_and_Sign1
Basis of Presentation and Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 28, 2015 | |
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 February 28, 2015 and March 1, 2014 and the Consolidated Condensed Balance Sheet as of February 28, 2015 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 29, 2014 (“2014 Form 10-K”). The November 29, 2014 Consolidated Condensed Balance Sheet data was derived from the Company’s year-end audited Consolidated Financial Statements as presented in the 2014 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 February 28, 2015, 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 2014 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. | |
Property, Plant and Equipment, Policy | Property, Plant and Equipment |
Plant assets classified as Assets held for sale are initially measured at the lesser of the assets' carrying amount or the fair value less costs to sell. Gains or losses are recognized for any subsequent changes in the fair value less cost to sell; however, gains are only recognized to the extent of cumulative losses previously recognized. Plant assets classified as Assets held for sale are not depreciated. At February 28, 2015, property, plant and equipment of $1,964 related to one facility were classified as Assets held for sale. | |
Derivative Instruments and Hedging Activities, Policy | Derivative Instruments and Hedging Activities |
The Company is exposed to various market risks that arise from transactions entered into in the normal course of business, including market risks associated with changes in foreign currency exchange rates and changes in interest rates. The Company may make use of derivative instruments to manage certain such risks, including derivatives designated as accounting hedges and/or those utilized as economic hedges which are not designated as accounting hedges. The Company does not hold or issue derivatives for trading or speculative purposes. | |
All derivatives are recorded at fair value in the Consolidated Balance Sheets. Each derivative is designated as either a fair value hedge or remains undesignated. Changes in the fair value of derivatives that are designated and effective as fair value hedges are recognized currently in net income. These changes are offset in net income to the extent the hedge was effective by fair value changes related to the risk being hedged on the hedged item. Changes in fair value of undesignated hedges are recognized currently in net income. All ineffective changes in derivative fair values are recognized currently in net income. | |
The Company formally documents all relationships between designated hedging instruments and hedged items as well as its risk management objective and strategy for undertaking hedge transactions. Both at inception and on an ongoing basis the hedging instrument is assessed as to its effectiveness. If and when a derivative is determined not to be highly effective as a hedge, or the underlying hedge transaction is no longer likely to occur, the hedge designation is removed, or the derivative is terminated, the hedge accounting discussed above is discontinued. Further information related to derivatives and hedging activities is included in Note 5 of the Notes to Consolidated Financial Statements. | |
New Accounting Guidance, Policy | New Accounting Guidance |
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. | |
In June 2014, the FASB issued ASU 2014-12, "Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period." ASU 2014-12 requires that a performance target that affects vesting and could be achieved after the requisite service period be treated as a performance condition. A reporting entity should apply existing guidance in ASC 718, Compensation-Stock Compensation, as it relates to such awards. ASU 2014-12 is effective for annual reporting periods and interim periods within that period, beginning after December 15, 2015 (fiscal year 2017 for the Company). The Company does not expect the adoption of this guidance to have a material impact on its Consolidated Financial Statements. |
Basis_of_Presentation_and_Sign2
Basis of Presentation and Significant Accounting Policies (Tables) | 3 Months Ended | |||||||||||
Feb. 28, 2015 | ||||||||||||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||||||
Schedule of inventory | Inventories are summarized as follows: | |||||||||||
February 28, | November 29, | |||||||||||
2015 | 2014 | |||||||||||
Raw materials | $ | 108,196 | $ | 101,848 | ||||||||
Work in process | 51,158 | 41,729 | ||||||||||
Finished products | 138,513 | 131,141 | ||||||||||
Inventories | $ | 297,867 | $ | 274,718 | ||||||||
Schedule of accumulated other comprehensive loss | Changes in accumulated other comprehensive loss by component for the three months ended February 28, 2015 are as follows: | |||||||||||
Pension Benefits | Foreign Currency Translation Adjustments | Total | ||||||||||
Balance at November 29, 2014, net of tax | $ | (37,667 | ) | $ | (16,413 | ) | $ | (54,080 | ) | |||
Other comprehensive loss before reclassifications and tax | (105 | ) | (16,614 | ) | (16,719 | ) | ||||||
Tax benefit | 21 | — | 21 | |||||||||
Other comprehensive loss before reclassifications, net of tax | (84 | ) | (16,614 | ) | (16,698 | ) | ||||||
Reclassifications, before tax | 966 | (a) | — | 966 | ||||||||
Tax expense | (283 | ) | — | (283 | ) | |||||||
Reclassifications, net of tax | 683 | — | 683 | |||||||||
Other comprehensive income (loss), net of tax | 599 | (16,614 | ) | (16,015 | ) | |||||||
Balance at February 28, 2015, net of tax | $ | (37,068 | ) | $ | (33,027 | ) | $ | (70,095 | ) | |||
___________ | ||||||||||||
(a) Includes amortization of prior service cost and net actuarial loss included in net periodic benefit cost (see Note 8) that were reclassified from accumulated other comprehensive loss to selling and administrative expenses. |
Business_Acquisitions_Investme1
Business Acquisitions, Investments and Noncontrolling Interests (Tables) | 3 Months Ended | |||||||||||||||
Feb. 28, 2015 | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Schedule of pro forma information | ||||||||||||||||
Three Months Ended | ||||||||||||||||
March 1, 2014 | ||||||||||||||||
As reported | CLARCOR | CLARCOR | Pro forma | |||||||||||||
Engine Mobile Solutions | Industrial Air | |||||||||||||||
Net sales | $ | 312,685 | $ | 27,056 | $ | 15,422 | $ | 355,163 | ||||||||
Operating profit | 31,266 | 7,467 | (a) | 7,979 | (b) | 46,712 | ||||||||||
Net earnings attributable to CLARCOR | 24,321 | 4,013 | 5,928 | 34,262 | ||||||||||||
Diluted earnings per share | $ | 0.48 | $ | 0.08 | $ | 0.12 | $ | 0.68 | ||||||||
(a) | Includes adjustments to intangible asset amortization, depreciation expense and interest expense. Does not include any transaction costs or cost of sales related to the step-up of inventory to its estimated acquisition-date fair value as such costs were pushed back to the three months ended March 2, 2013 for pro forma presentation. | |||||||||||||||
(b) | Includes adjustments to remove transaction costs of $2,089 and to remove cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,198, which have been pushed back to the three months ended March 2, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. | |||||||||||||||
Schedule of non-controlling interests | Noncontrolling Interests | |||||||||||||||
Noncontrolling interests changed as follows during the three months ended February 28, 2015 and March 1, 2014: | ||||||||||||||||
Three Months Ended | ||||||||||||||||
28-Feb-15 | 1-Mar-14 | |||||||||||||||
Redeemable | Non-Redeemable | Redeemable | Non-Redeemable | |||||||||||||
Noncontrolling interests at beginning of period | $ | 1,587 | $ | 1,043 | $ | 1,836 | $ | 1,025 | ||||||||
Noncontrolling interests (loss) earnings | (24 | ) | 52 | (41 | ) | 61 | ||||||||||
Foreign currency translation | (119 | ) | (84 | ) | 18 | (10 | ) | |||||||||
Dividend | — | (206 | ) | — | (166 | ) | ||||||||||
Noncontrolling interests at end of period | $ | 1,444 | $ | 805 | $ | 1,813 | $ | 910 | ||||||||
Filter Resources, Inc. [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
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 Filter Resources: | |||||||||||||||
Accounts receivable | $ | 3,180 | ||||||||||||||
Inventories | 2,042 | |||||||||||||||
Other current assets | 111 | |||||||||||||||
Property, plant and equipment | 574 | |||||||||||||||
Goodwill | 12,345 | |||||||||||||||
Intangible assets | 10,580 | |||||||||||||||
Total assets acquired | 28,832 | |||||||||||||||
Current liabilities | 2,646 | |||||||||||||||
Noncurrent liabilities | 4,087 | |||||||||||||||
Net assets acquired | $ | 22,099 | ||||||||||||||
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 | $ | 10,500 | 15 years | Straight-line | ||||||||||||
Trademarks | 80 | 1 year | Straight-line | |||||||||||||
$ | 10,580 | |||||||||||||||
Stanadyne [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
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 | 7,257 | |||||||||||||||
Deferred income taxes | 4,121 | |||||||||||||||
Property, plant and equipment | 10,176 | |||||||||||||||
Goodwill | 194,989 | |||||||||||||||
Intangible assets | 146,430 | |||||||||||||||
Total assets acquired | 382,521 | |||||||||||||||
Current liabilities | 8,963 | |||||||||||||||
Other noncurrent liabilities | 2,000 | |||||||||||||||
Deferred income taxes | 43,839 | |||||||||||||||
Net assets acquired | $ | 327,719 | ||||||||||||||
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 | |||||||||||||||
Schedule of results of acquiree | Net sales and operating profit for CLARCOR Engine Mobile Solutions for the three months ended February 28, 2015 were as follows: | |||||||||||||||
Three Months Ended | ||||||||||||||||
February 28, 2015 | ||||||||||||||||
Net sales | $ | 24,073 | ||||||||||||||
Operating profit | 4,773 | |||||||||||||||
Air Filtrations Segment of General Electric [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Summary of estimated fair values of assets and liabilities assumed during acquisition | The following table summarizes the 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 | ||||||||||||||
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 | |||||||||||||||
Schedule of results of acquiree | Net sales and operating profit for CLARCOR Industrial Air for the three months ended February 28, 2015 and March 1, 2014 (which, in the case of the three-month period ended March 1, 2014, includes the period from December 16, 2013 to March 1, 2014) were as follows: | |||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||
February 28, 2015 | March 1, 2014 | |||||||||||||||
Net sales | $ | 49,551 | $ | 45,378 | ||||||||||||
Operating profit | 3,836 | (1,048 | ) | |||||||||||||
Bekaert [Member] | ||||||||||||||||
Business Acquisition [Line Items] | ||||||||||||||||
Schedule of results of acquiree | Net sales and operating loss for the Bekaert business (which in the case of the three-month period ended March 1, 2014, includes the period from December 3, 2013 to March 1, 2014) for the three months ended February 28, 2015 and March 1, 2014 were as follows: | |||||||||||||||
Three Months Ended | Three Months Ended | |||||||||||||||
February 28, 2015 | March 1, 2014 | |||||||||||||||
Net sales | $ | 2,529 | $ | 2,777 | ||||||||||||
Operating loss | (437 | ) | (251 | ) |
Goodwill_and_Acquired_Intangib1
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended | |||||||||||||||
Feb. 28, 2015 | ||||||||||||||||
Goodwill and Intangible Assets Disclosure [Abstract] | ||||||||||||||||
Schedule of goodwill | The following table reconciles the activity for goodwill by segment for the three months ended February 28, 2015. | |||||||||||||||
Engine/Mobile | Industrial/ | Packaging | Total | |||||||||||||
Filtration | Environmental | |||||||||||||||
Filtration | ||||||||||||||||
Goodwill at beginning of year | $ | 216,114 | $ | 291,058 | $ | — | $ | 507,172 | ||||||||
Acquisition | — | 12,345 | — | 12,345 | ||||||||||||
Currency translation adjustments | (654 | ) | (1,978 | ) | — | (2,632 | ) | |||||||||
Goodwill at end of period | $ | 215,460 | $ | 301,425 | $ | — | $ | 516,885 | ||||||||
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 | ||||||||||||||||
February 28, 2015 | ||||||||||||||||
Indefinite Lived Intangibles: | ||||||||||||||||
Trademarks - indefinite lived | $ | 784 | $ | 75,385 | $ | — | $ | 76,169 | ||||||||
Finite Lived Intangibles: | ||||||||||||||||
Trademarks, gross - finite lived | $ | 281 | $ | 568 | $ | — | $ | 849 | ||||||||
Accumulated amortization | (122 | ) | (366 | ) | — | (488 | ) | |||||||||
Trademarks, net - finite lived | $ | 159 | $ | 202 | $ | — | $ | 361 | ||||||||
Customer relationships, gross | $ | 139,537 | $ | 131,114 | $ | — | $ | 270,651 | ||||||||
Accumulated amortization | (10,752 | ) | (31,708 | ) | — | (42,460 | ) | |||||||||
Customer relationships, net | $ | 128,785 | $ | 99,406 | $ | — | $ | 228,191 | ||||||||
Other acquired intangibles, gross | $ | 11,244 | $ | 60,815 | $ | — | $ | 72,059 | ||||||||
Accumulated amortization | (1,160 | ) | (25,793 | ) | — | (26,953 | ) | |||||||||
Other acquired intangibles, net | $ | 10,084 | $ | 35,022 | $ | — | $ | 45,106 | ||||||||
Total finite lived intangible assets, net | $ | 139,028 | $ | 134,630 | $ | — | $ | 273,658 | ||||||||
Acquired intangible assets, less accumulated amortization | $ | 139,812 | $ | 210,015 | $ | — | $ | 349,827 | ||||||||
Schedule of expected amortization expense | The following table summarizes estimated amortization expense. | |||||||||||||||
Fiscal year 2015 | $ | 25,056 | ||||||||||||||
Fiscal year 2016 | 24,850 | |||||||||||||||
Fiscal year 2017 | 24,608 | |||||||||||||||
Fiscal year 2018 | 23,945 | |||||||||||||||
Fiscal year 2019 | 23,729 | |||||||||||||||
Fair_Value_MeasurementsTables
Fair Value Measurements(Tables) | 3 Months Ended | |||||||||||||||
Feb. 28, 2015 | ||||||||||||||||
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 | |||||||||||||
February 28, 2015 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 420 | $ | 420 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 419 | 419 | — | — | ||||||||||||
Cash and equivalents | 14 | 14 | — | — | ||||||||||||
Total restricted trust | $ | 853 | $ | 853 | $ | — | $ | — | ||||||||
Filter Resources contingent earn-out, included in Other long-term liabilities | $ | 1,154 | $ | — | $ | — | $ | 1,154 | ||||||||
Foreign exchange contracts, included in Prepaid expenses and other current assets | $ | 339 | $ | — | $ | 339 | $ | — | ||||||||
Foreign exchange contracts, included in Accrued liabilities | $ | 31 | $ | — | $ | 31 | $ | — | ||||||||
Fair Value Measurements at Reporting Date | ||||||||||||||||
Total | Level 1 | Level 2 | Level 3 | |||||||||||||
November 29, 2014 | ||||||||||||||||
Restricted trust, included in Other noncurrent assets | ||||||||||||||||
Mutual fund investments - equities | $ | 437 | $ | 437 | $ | — | $ | — | ||||||||
Mutual fund investments - bonds | 442 | 442 | — | — | ||||||||||||
Cash and equivalents | 14 | 14 | — | — | ||||||||||||
Total restricted trust | $ | 893 | $ | 893 | $ | — | $ | — | ||||||||
Filter Resources contingent earn-out, included in Other long-term liabilities | $ | — | $ | — | $ | — | $ | — | ||||||||
Foreign exchange contracts, included in Prepaid expenses and other current assets | $ | 362 | $ | — | $ | 362 | $ | — | ||||||||
Foreign exchange contracts, included in Accrued liabilities | $ | 367 | $ | — | $ | 367 | $ | — | ||||||||
Derivative_Instruments_and_Hed1
Derivative Instruments and Hedging (Tables) | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Derivative Instruments and Hedging Activities Disclosure [Abstract] | ||||||||
Schedule of Derivative Instruments in Statement of Balance Sheet | The following table presents the fair values of derivative instruments included within the Consolidated Balance Sheets at February 28, 2015 and November 29, 2014: | |||||||
February 28, 2015 | November 29, 2014 | |||||||
Prepaid expenses and other current assets | ||||||||
Designated as hedging instruments: | ||||||||
Foreign exchange contracts | $ | — | $ | — | ||||
Unrecognized firm sales commitments | 61 | 248 | ||||||
Total designated | $ | 61 | $ | 248 | ||||
Not designated as hedging instruments: | ||||||||
Foreign exchange contracts | 339 | 362 | ||||||
Total not designated | $ | 339 | $ | 362 | ||||
Total derivatives | $ | 400 | $ | 610 | ||||
Accrued liabilities | ||||||||
Designated as hedging instruments: | ||||||||
Foreign exchange contracts | $ | 60 | $ | 245 | ||||
Unrecognized firm sales commitments | — | — | ||||||
Total designated | $ | 60 | $ | 245 | ||||
Not designated as hedging instruments: | ||||||||
Foreign exchange contracts | 29 | 122 | ||||||
Total not designated | $ | 29 | $ | 122 | ||||
Total derivatives | $ | 89 | $ | 367 | ||||
Schedule of Derivative Instruments in Statement of Earnings | The following table presents the amounts of income (expense) from derivative instruments affecting the Consolidated Statements of Earnings for the three months ended February 28, 2015 and March 1, 2014: | |||||||
February 28, 2015 | March 1, 2014 | |||||||
Fair value hedges | ||||||||
Foreign exchange contracts - Selling and administrative expenses | $ | (8 | ) | $ | — | |||
Unrecognized firm sales commitments - Selling and administrative expenses | 14 | — | ||||||
Total designated | $ | 6 | $ | — | ||||
Not designated as hedges | ||||||||
Foreign exchange contracts - Selling and administrative expenses | $ | (66 | ) | $ | — | |||
Foreign exchange contracts - Other, net income (expense) | (325 | ) | — | |||||
Total not designated | $ | (391 | ) | $ | — | |||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Payables and Accruals [Abstract] | ||||||||
Schedule of accounts payable and accrued liabilities | Accrued liabilities at February 28, 2015 and November 29, 2014 were as follows: | |||||||
February 28, | November 29, | |||||||
2015 | 2014 | |||||||
Accrued salaries, wages and commissions | $ | 11,946 | $ | 29,621 | ||||
Compensated absences | 9,558 | 9,967 | ||||||
Accrued insurance liabilities | 10,706 | 11,358 | ||||||
Warranties | 9,145 | 9,405 | ||||||
Customer deposits | 26,092 | 23,045 | ||||||
Other accrued liabilities | 25,636 | 36,640 | ||||||
Accrued liabilities | $ | 93,083 | $ | 120,036 | ||||
Schedule of product warranty liability | Changes in the Company’s warranty accrual, which is included in Other accrued liabilities, are as follows: | |||||||
Three Months Ended | ||||||||
February 28, | March 1, | |||||||
2015 | 2014 | |||||||
Warranty accrual at beginning of period | $ | 9,405 | $ | 1,599 | ||||
Warranty accrual added through business acquisitions | 100 | 10,677 | ||||||
Accruals for warranties issued during the period | 154 | 28 | ||||||
Adjustments related to pre-existing warranties | (48 | ) | 44 | |||||
Settlements made during the period | (373 | ) | (664 | ) | ||||
Other adjustments, including currency translation | (93 | ) | (6 | ) | ||||
Warranty accrual at end of period | $ | 9,145 | $ | 11,678 | ||||
Pension_and_Other_Postretireme1
Pension and Other Postretirement Benefits (Tables) | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
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 | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Pension Benefits: | |||||||||
Components of net periodic benefit cost (income): | |||||||||
Service cost | $ | 535 | $ | 498 | |||||
Interest cost | 1,876 | 1,931 | |||||||
Expected return on plan assets | (2,926 | ) | (2,831 | ) | |||||
Amortization of unrecognized: | |||||||||
Prior service cost | (2 | ) | (3 | ) | |||||
Net actuarial loss | 968 | 721 | |||||||
Net periodic benefit cost | $ | 451 | $ | 316 | |||||
Cash contributions | $ | 64 | $ | 65 | |||||
Postretirement Healthcare Benefits: | |||||||||
Components of net periodic benefit cost (income): | |||||||||
Interest cost | $ | 2 | $ | 2 | |||||
Amortization of unrecognized: | |||||||||
Prior service cost | (31 | ) | (31 | ) | |||||
Net actuarial gain | (37 | ) | (37 | ) | |||||
Net periodic benefit income | $ | (66 | ) | $ | (66 | ) | |||
Cash contributions | $ | 15 | $ | 16 | |||||
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 2015: | ||||||||
U.S. Qualified Plans | $ | — | |||||||
U.S. Combined Nonqualified Plans | 221 | ||||||||
Non-U.S. Plan | 394 | ||||||||
Postretirement Healthcare Benefit Plan | 58 | ||||||||
Total expected contributions | $ | 673 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 3 Months Ended | |||||||
Feb. 28, 2015 | ||||||||
Income Tax Disclosure [Abstract] | ||||||||
Summary of income tax contingencies | The following is a reconciliation of the beginning and ending amounts of gross unrecognized tax benefits for uncertain tax positions, including positions which impact only the timing of tax benefits. | |||||||
Three Months Ended | ||||||||
February 28, | March 1, | |||||||
2015 | 2014 | |||||||
Unrecognized tax benefits at beginning of year | $ | 2,487 | $ | 2,155 | ||||
Additions for current period tax positions | 175 | 79 | ||||||
Changes in interest and penalties | 19 | 33 | ||||||
Unrecognized tax benefits at end of period | $ | 2,681 | $ | 2,267 | ||||
Incentive_Plans_and_StockBased1
Incentive Plans and Stock-Based Compensation (Tables) | 3 Months Ended | |||||||||||||||||||||||||
Feb. 28, 2015 | ||||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||||||||||||
Schedule of nonqualified stock option activity | The following table summarizes activity for the three months ended February 28, 2015 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 | 2,310,720 | $ | 45.71 | |||||||||||||||||||||||
Granted | 311,500 | $ | 63.22 | |||||||||||||||||||||||
Exercised | -74,079 | $ | 42 | |||||||||||||||||||||||
Surrendered | -2,500 | $ | 37.92 | |||||||||||||||||||||||
Outstanding at end of period | 2,545,641 | $ | 47.97 | |||||||||||||||||||||||
Exercisable at end of period | 1,661,021 | $ | 42.68 | |||||||||||||||||||||||
Schedule of outstanding and exercisable options by exercise price | The following table summarizes information about the Company’s outstanding and exercisable options at February 28, 2015. | |||||||||||||||||||||||||
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 | 61,750 | $ | 26.51 | $ | 2,427 | 2.53 | 61,750 | $ | 26.51 | $ | 2,427 | 2.53 | ||||||||||||||
$31.96 - $38.46 | 500,009 | $ | 33.64 | 16,085 | 3.44 | 500,009 | $ | 33.64 | 16,085 | 3.44 | ||||||||||||||||
$42.86 - $49.91 | 1,234,119 | $ | 46.21 | 24,194 | 6.92 | 986,313 | $ | 46.12 | 19,421 | 6.71 | ||||||||||||||||
$55.01 - $63.22 | 749,763 | $ | 62.19 | 2,712 | 9.25 | 112,949 | $ | 61.57 | 479 | 8.79 | ||||||||||||||||
2,545,641 | $ | 47.97 | $ | 45,418 | 6.81 | 1,661,021 | $ | 42.68 | $ | 38,412 | 5.71 | |||||||||||||||
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. | |||||||||||||||||||||||||
Three Months Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Weighted average fair value per option at the date of grant for options granted | $ | 10.26 | $ | 11.53 | ||||||||||||||||||||||
Risk-free interest rate | 1.31 | % | 1.55 | % | ||||||||||||||||||||||
Expected dividend yield | 1.27 | % | 1.1 | % | ||||||||||||||||||||||
Expected volatility factor | 19.5 | % | 21.4 | % | ||||||||||||||||||||||
Expected option term in years | 5 | 5 | ||||||||||||||||||||||||
Schedule of restricted stock unit awards | The following table summarizes activity for the three months ended February 28, 2015 with respect to the restricted stock unit awards with performance conditions. | |||||||||||||||||||||||||
Units | Weighted | |||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||
Nonvested at beginning of year | — | $ | — | |||||||||||||||||||||||
Granted | 92,650 | $ | 63.22 | |||||||||||||||||||||||
Vested | — | $ | — | |||||||||||||||||||||||
Nonvested at end of period | 92,650 | $ | 63.22 | |||||||||||||||||||||||
The following table summarizes activity for the three months ended February 28, 2015 with respect to the restricted stock unit awards. | ||||||||||||||||||||||||||
Units | Weighted | |||||||||||||||||||||||||
Average | ||||||||||||||||||||||||||
Grant Date | ||||||||||||||||||||||||||
Fair Value | ||||||||||||||||||||||||||
Nonvested at beginning of year | 51,012 | $ | 53.12 | |||||||||||||||||||||||
Granted | 50,295 | $ | 63.22 | |||||||||||||||||||||||
Vested | -19,223 | $ | 50.91 | |||||||||||||||||||||||
Nonvested at end of period | 82,084 | $ | 59.83 | |||||||||||||||||||||||
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 months ended February 28, 2015 and March 1, 2014. | |||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Pre-tax compensation expense | $ | 835 | $ | 404 | ||||||||||||||||||||||
Deferred tax benefits | (304 | ) | (144 | ) | ||||||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 208 | 101 | ||||||||||||||||||||||||
Fair value of restricted stock unit awards on date of grant | 3,180 | 1,466 | ||||||||||||||||||||||||
Fair value of restricted stock unit awards vested | 979 | 765 | ||||||||||||||||||||||||
Restricted Stock Unit Awards with Performance Conditions [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 with performance conditions during the three months ended February 28, 2015 and March 1, 2014. | |||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Pre-tax compensation expense | $ | 464 | $ | — | ||||||||||||||||||||||
Deferred tax benefits | (169 | ) | — | |||||||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | — | — | ||||||||||||||||||||||||
Fair value of restricted stock unit awards on date of grant | 5,857 | — | ||||||||||||||||||||||||
Fair value of restricted stock unit awards vested | — | — | ||||||||||||||||||||||||
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 months ended February 28, 2015 and March 1, 2014. | |||||||||||||||||||||||||
Quarter Ended | ||||||||||||||||||||||||||
February 28, | March 1, | |||||||||||||||||||||||||
2015 | 2014 | |||||||||||||||||||||||||
Pre-tax compensation expense | $ | 1,848 | $ | 1,111 | ||||||||||||||||||||||
Deferred tax benefits | (672 | ) | (395 | ) | ||||||||||||||||||||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 392 | 161 | ||||||||||||||||||||||||
Fair value of stock options on date of grant | 3,196 | 4,554 | ||||||||||||||||||||||||
Total intrinsic value of stock options exercised | 1,751 | 758 | ||||||||||||||||||||||||
Cash received upon exercise of stock options | 3,111 | 1,242 | ||||||||||||||||||||||||
Addition to capital in excess of par value due to exercise of stock options | 3,418 | 1,363 | ||||||||||||||||||||||||
Earnings_Per_Share_and_Stock_R1
Earnings Per Share and Stock Repurchase Activity (Tables) | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
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 | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Weighted average number of shares outstanding - Basic | 50,255,915 | 50,463,714 | |||||||
Dilutive effect of stock-based arrangements | 536,568 | 460,731 | |||||||
Weighted average number of shares outstanding - Diluted | 50,792,483 | 50,924,445 | |||||||
Net earnings attributable to CLARCOR Inc. | $ | 26,709 | $ | 24,321 | |||||
Net earnings per share attributable to CLARCOR Inc. - Basic | $ | 0.53 | $ | 0.48 | |||||
Net earnings per share attributable to CLARCOR Inc. - Diluted | $ | 0.53 | $ | 0.48 | |||||
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 | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share | — | 441,450 | |||||||
Common stock repurchased and retired pursuant to the Company's stock repurchase program | $ | 7,949 | $ | — | |||||
Number of shares repurchased and retired pursuant to the Company's stock repurchase program | 122,000 | — | |||||||
Segment_Information_Tables
Segment Information (Tables) | 3 Months Ended | ||||||||
Feb. 28, 2015 | |||||||||
Segment Reporting [Abstract] | |||||||||
Schedule of segment information | Segment information is summarized as follows: | ||||||||
Quarter Ended | |||||||||
February 28, | March 1, | ||||||||
2015 | 2014 | ||||||||
Net sales: | |||||||||
Engine/Mobile Filtration | $ | 144,458 | $ | 122,497 | |||||
Industrial/Environmental Filtration | 190,916 | 174,863 | |||||||
Packaging | 15,749 | 15,325 | |||||||
$ | 351,123 | $ | 312,685 | ||||||
Operating profit: | |||||||||
Engine/Mobile Filtration | $ | 24,746 | $ | 22,874 | |||||
Industrial/Environmental Filtration | 14,008 | 8,146 | |||||||
Packaging | 439 | 246 | |||||||
39,193 | 31,266 | ||||||||
Other income (expense), net | (1,046 | ) | 3,678 | ||||||
Earnings before income taxes | $ | 38,147 | $ | 34,944 | |||||
February 28, | November 29, | ||||||||
2015 | 2014 | ||||||||
Identifiable assets: | |||||||||
Engine/Mobile Filtration | $ | 788,591 | $ | 781,204 | |||||
Industrial/Environmental Filtration | 1,040,329 | 1,022,996 | |||||||
Packaging | 38,881 | 41,817 | |||||||
Corporate | 31,583 | 42,752 | |||||||
$ | 1,899,384 | $ | 1,888,769 | ||||||
Basis_of_Presentation_and_Sign3
Basis of Presentation and Significant Accounting Policies - Inventory (Details) (USD $) | Feb. 28, 2015 | Nov. 29, 2014 |
In Thousands, unless otherwise specified | ||
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||
Raw materials | $108,196 | $101,848 |
Work in process | 51,158 | 41,729 |
Finished products | 138,513 | 131,141 |
Inventories | $297,867 | $274,718 |
Basis_of_Presentation_and_Sign4
Basis of Presentation and Significant Accounting Policies - AOCI (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | |
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period, net of tax | ($54,080) | |
Other comprehensive loss before reclassifications and tax | -16,719 | |
Tax benefit | 21 | |
Other comprehensive loss before reclassifications, net of tax | -16,698 | |
Reclassifications, before tax | 966 | |
Tax expense | -283 | |
Reclassifications, net of tax | 683 | |
Other comprehensive income (loss), net of tax | -16,015 | |
Balance at end of period, net of tax | -70,095 | |
Pension Benefits [Member] | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period, net of tax | -37,667 | |
Other comprehensive loss before reclassifications and tax | -105 | |
Tax benefit | 21 | |
Other comprehensive loss before reclassifications, net of tax | -84 | |
Reclassifications, before tax | 966 | [1] |
Tax expense | -283 | |
Reclassifications, net of tax | 683 | |
Other comprehensive income (loss), net of tax | 599 | |
Balance at end of period, net of tax | -37,068 | |
Foreign Currency Translation Adjustment [Member] | ||
Increase (Decrease) in Accumulated Other Comprehensive Income [Roll Forward] | ||
Balance at beginning of period, net of tax | -16,413 | |
Other comprehensive loss before reclassifications and tax | -16,614 | |
Tax benefit | 0 | |
Other comprehensive loss before reclassifications, net of tax | -16,614 | |
Reclassifications, before tax | 0 | |
Tax expense | 0 | |
Reclassifications, net of tax | 0 | |
Other comprehensive income (loss), net of tax | -16,614 | |
Balance at end of period, net of tax | ($33,027) | |
[1] | Includes amortization of prior service cost and net actuarial loss included in net periodic benefit cost (see Note 8) that were reclassified from accumulated other comprehensive loss to selling and administrative expenses. |
Basis_of_Presentation_and_Sign5
Basis of Presentation and Significant Accounting Policies - Narrative (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Nov. 29, 2014 |
reportable_segment | ||
Property, Plant and Equipment [Line Items] | ||
Number of reportable segments | 3 | |
Restricted cash, noncurrent | $1,295 | $1,294 |
Asset held for sale | 1,964 | 0 |
Oklahoma Facility [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Asset held for sale | $1,964 |
Business_Acquisitions_Investme2
Business Acquisitions, Investments and Noncontrolling Interests - Narrative (Details) (USD $) | 0 Months Ended | 3 Months Ended | 0 Months Ended | 1 Months Ended | |||||
Dec. 17, 2014 | Feb. 28, 2015 | Mar. 01, 2014 | 1-May-14 | Dec. 16, 2013 | Dec. 03, 2013 | Mar. 31, 2007 | Nov. 29, 2014 | Mar. 07, 2007 | |
employee | employee | employee | |||||||
Business Acquisition [Line Items] | |||||||||
Goodwill | $516,885,000 | $507,172,000 | |||||||
Net assets acquired | 20,881,000 | 262,741,000 | |||||||
Acquired finite-lived intangible assets | 10,580,000 | ||||||||
Filter Resources, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Gross payments made to acquire business | 22,099,000 | ||||||||
Number of employees in acquired business | 75 | ||||||||
Net sales | 4,047,000 | ||||||||
Operating profit (loss) | 276,000 | ||||||||
Long-term debt assumed | 1,250,000 | ||||||||
Goodwill | 12,345,000 | ||||||||
Net assets acquired | 22,099,000 | ||||||||
Stanadyne [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Gross payments made to acquire business | 327,719,000 | ||||||||
Number of employees in acquired business | 200 | ||||||||
Net sales | 24,073,000 | ||||||||
Operating profit (loss) | 4,773,000 | ||||||||
Goodwill | 194,989,000 | ||||||||
Net assets acquired | 327,719,000 | ||||||||
Cash acquired from acquisition | 0 | ||||||||
Acquired finite-lived intangible assets | 146,430,000 | ||||||||
Air Filtrations Segment of General Electric [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Gross payments made to acquire business | 263,758,000 | ||||||||
Number of employees in acquired business | 700 | ||||||||
Net sales | 49,551,000 | 45,378,000 | |||||||
Operating profit (loss) | 3,836,000 | -1,048,000 | |||||||
Goodwill | 74,324,000 | ||||||||
Net assets acquired | 260,312,000 | ||||||||
Cash acquired from acquisition | 3,446,000 | ||||||||
Number of markets operated in | 3 | ||||||||
Acquired finite-lived intangible assets | 133,020,000 | ||||||||
Bekaert Advanced Filtration SA - Belgium [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Bekaert Advanced Filtration SA - Indonesia [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Percentage of outstanding shares acquired | 100.00% | ||||||||
Bekaert [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of employees in acquired business | 170 | ||||||||
Net sales | 2,529,000 | 2,777,000 | |||||||
Net assets acquired | 7,297,000 | ||||||||
Acquired finite-lived intangible assets | 2,057,000 | ||||||||
Fair value in excess of carrying amount | 2,815,000 | ||||||||
SINFA [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Effective date of acquisition | 7-Mar-07 | ||||||||
Noncontrolling interest, ownership percentage by parent | 80.00% | ||||||||
Name of acquired entity | Sinfa SA | ||||||||
Noncontrolling interest, ownership percentage by noncontrolling owners | 20.00% | ||||||||
Accounting treatment | The Redeemable noncontrolling interests is reflected at its carrying value, which is greater than its estimated redemption price. If the redemption becomes probable, the Redeemable noncontrolling interests will be accreted to the redemption price, through equity | ||||||||
Term Loan [Member] | Air Filtrations Segment of General Electric [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt instrument, face amount | 100,000,000 | ||||||||
Credit Facility - Swing Line [Member] | Stanadyne [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Line of credit, amount outstanding | 10,000,000 | ||||||||
Term Loan [Member] | Stanadyne [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Debt instrument, face amount | 315,000,000 | ||||||||
Revolving Credit Facility [Member] | Air Filtrations Segment of General Electric [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Line of credit, amount outstanding | 50,000,000 | ||||||||
Equity Method Investee [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage | 30.00% | ||||||||
Equity method investments | 2,836,000 | 2,918,000 | |||||||
Cost-method Investments [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Cost method investment, ownership percentage | 14.85% | ||||||||
Additional investment made, amount | 473,000 | ||||||||
Cost method investments | 3,277,000 | 3,277 | |||||||
Other Noncurrent Liabilities [Member] | Filter Resources, Inc. [Member] | |||||||||
Business Acquisition [Line Items] | |||||||||
Contingent liability | $1,154,000 |
Business_Acquisitions_Investme3
Business Acquisitions, Investments and Noncontrolling Interests - Assets and Liabilities Acquired (Details) (USD $) | Feb. 28, 2015 | Nov. 29, 2014 | Dec. 17, 2014 | 1-May-14 | Dec. 16, 2013 |
In Thousands, unless otherwise specified | |||||
Business Acquisition [Line Items] | |||||
Goodwill | $516,885 | $507,172 | |||
Filter Resources, Inc. [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 3,180 | ||||
Inventories | 2,042 | ||||
Other current assets | 111 | ||||
Property, plant and equipment | 574 | ||||
Goodwill | 12,345 | ||||
Intangible assets | 10,580 | ||||
Total assets acquired | 28,832 | ||||
Current liabilities | 2,646 | ||||
Noncurrent liabilities | 4,087 | ||||
Net assets acquired | 22,099 | ||||
Stanadyne [Member] | |||||
Business Acquisition [Line Items] | |||||
Accounts receivable | 19,548 | ||||
Inventories | 7,257 | ||||
Other current assets | 4,121 | ||||
Property, plant and equipment | 10,176 | ||||
Goodwill | 194,989 | ||||
Intangible assets | 146,430 | ||||
Total assets acquired | 382,521 | ||||
Current liabilities | 8,963 | ||||
Other noncurrent liabilities | 2,000 | ||||
Deferred income taxes | 43,839 | ||||
Net assets acquired | 327,719 | ||||
Air Filtrations Segment of General Electric [Member] | |||||
Business Acquisition [Line Items] | |||||
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 |
Business_Acquisitions_Investme4
Business Acquisitions, Investments and Noncontrolling Interests - Acquired Intangibles (Details) (USD $) | 0 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 17, 2014 | 1-May-14 | Dec. 16, 2013 |
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | $10,580 | ||
Filter Resources, Inc. [Member] | Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 10,500 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 15 years | ||
Amortization method | Straight-line | ||
Filter Resources, Inc. [Member] | Trademarks [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 80 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 1 year | ||
Amortization method | Straight-line | ||
Stanadyne [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 146,430 | ||
Stanadyne [Member] | Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 135,250 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 13 years | ||
Amortization method | Straight-line | ||
Stanadyne [Member] | Developed Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 11,000 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 10 years | ||
Amortization method | Straight-line | ||
Air Filtrations Segment of General Electric [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 133,020 | ||
Air Filtrations Segment of General Electric [Member] | Customer Relationships [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 77,300 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 13 years | ||
Amortization method | Straight-line | ||
Air Filtrations Segment of General Electric [Member] | Developed Technology [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 19,900 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 13 years | ||
Amortization method | Straight-line | ||
Air Filtrations Segment of General Electric [Member] | Trademarks [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 50 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 1 year | ||
Amortization method | Accelerated | ||
Air Filtrations Segment of General Electric [Member] | Backlog [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 670 | ||
Weighted average Useful life (Less than one year for Air Filtrations GE Transitional Trademark License and Backlog) | 1 year | ||
Amortization method | Accelerated | ||
Trade Names [Member] | Air Filtrations Segment of General Electric [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, finite | 35,100 | ||
Amortization method | Not amortized | ||
Trademarks [Member] | Stanadyne [Member] | |||
Acquired Finite-Lived Intangible Assets [Line Items] | |||
Estimated value, indefinite | $180 |
Business_Acquisitions_Investme5
Business Acquisitions, Investments and Noncontrolling Interests - Pro Forma (Details) (USD $) | 3 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 | |
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | $351,123 | $312,685 | |
Pro forma, net sales | 355,163 | ||
Operating profit | 112,975 | 96,587 | |
Pro forma, gross profit | 46,712 | ||
Net earnings attributable to CLARCOR Inc. | 26,709 | 24,321 | |
Pro forma, net earnings attributable to CLARCOR Inc. | 34,262 | ||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.53 | $0.48 | |
Pro forma, diluted earnings per share (in dollars per share) | $0.68 | ||
Adjustments to remove transaction costs | 2,089 | ||
Adjustments related to step-up of inventory | 4,198 | ||
Air Filtrations Segment of General Electric [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | 49,551 | 45,378 | |
Net earnings attributable to CLARCOR Inc. | 3,836 | -1,048 | |
Bekaert [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | 2,529 | 2,777 | |
Operating profit | -437 | -251 | |
Stanadyne [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | 24,073 | ||
Net earnings attributable to CLARCOR Inc. | 4,773 | ||
Engine/Mobile Filtration [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | 27,056 | ||
Operating profit | 7,467 | [1] | |
Net earnings attributable to CLARCOR Inc. | 4,013 | ||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.08 | ||
Industrial/Environmental Filtration [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | 15,422 | ||
Operating profit | 7,979 | [2] | |
Net earnings attributable to CLARCOR Inc. | 5,928 | ||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.12 | ||
As Reported [Member] | |||
Business Acquisition, Pro Forma Information, Nonrecurring Adjustment [Line Items] | |||
Net sales | 312,685 | ||
Operating profit | 31,266 | ||
Net earnings attributable to CLARCOR Inc. | $24,321 | ||
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.48 | ||
[1] | Includes adjustments to intangible asset amortization, depreciation expense and interest expense. Does not include any transaction costs or cost of sales related to the step-up of inventory to its estimated acquisition-date fair value as such costs were pushed back to the three months ended March 2, 2013 for pro forma presentation. | ||
[2] | Includes adjustments to remove transaction costs of $2,089 and to remove cost of sales related to the step-up of inventory to its estimated acquisition-date fair value of $4,198, which have been pushed back to the three months ended March 2, 2013 for pro forma presentation. Also includes adjustments to intangible asset amortization, depreciation expense and interest expense. |
Business_Acquisitions_Investme6
Business Acquisitions, Investments and Noncontrolling Interests - Noncontrolling Interests (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Increase (Decrease) in Stockholders Equity and Temporary Equity [Roll Forward] | ||
Redeemable noncontrolling interests, beginning of period | $1,587 | |
Noncontrolling interests (loss) earnings | 28 | 20 |
Redeemable noncontrolling interests, end of period | 1,444 | |
Redeemable noncontrolling interests [Member] | ||
Increase (Decrease) in Stockholders Equity and Temporary Equity [Roll Forward] | ||
Redeemable noncontrolling interests, beginning of period | 1,587 | 1,836 |
Noncontrolling interests (loss) earnings | -24 | -41 |
Foreign currency translation | -119 | 18 |
Dividend | 0 | 0 |
Redeemable noncontrolling interests, end of period | 1,444 | 1,813 |
Non-redeemable noncontrolling interests [Member] | ||
Increase (Decrease) in Stockholders Equity and Temporary Equity [Roll Forward] | ||
Redeemable noncontrolling interests, beginning of period | 1,043 | 1,025 |
Noncontrolling interests (loss) earnings | 52 | 61 |
Foreign currency translation | -84 | -10 |
Dividend | -206 | -166 |
Redeemable noncontrolling interests, end of period | $805 | $910 |
Goodwill_and_Acquired_Intangib2
Goodwill and Acquired Intangible Assets - Goodwill (Details) (USD $) | 3 Months Ended |
In Thousands, unless otherwise specified | Feb. 28, 2015 |
Goodwill [Roll Forward] | |
Goodwill at beginning of year | $507,172 |
Acquisition | 12,345 |
Currency translation adjustments | -2,632 |
Goodwill at end of period | 516,885 |
Engine/Mobile Filtration [Member] | |
Goodwill [Roll Forward] | |
Goodwill at beginning of year | 216,114 |
Acquisition | 0 |
Currency translation adjustments | -654 |
Goodwill at end of period | 215,460 |
Industrial/Environmental Filtration [Member] | |
Goodwill [Roll Forward] | |
Goodwill at beginning of year | 291,058 |
Acquisition | 12,345 |
Currency translation adjustments | -1,978 |
Goodwill at end of period | 301,425 |
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 - Acquired Intangibles by Segment (Details) (USD $) | Feb. 28, 2015 | Nov. 29, 2014 |
In Thousands, unless otherwise specified | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks - indefinite lived | $76,169 | |
Intangible asset, net - finite lived | 273,658 | |
Acquired intangible assets, less accumulated amortization | 349,827 | 347,578 |
Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 849 | |
Accumulated amortization - finite lived intangible asset | -488 | |
Intangible asset, net - finite lived | 361 | |
Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 270,651 | |
Accumulated amortization - finite lived intangible asset | -42,460 | |
Intangible asset, net - finite lived | 228,191 | |
Other Acquired Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 72,059 | |
Accumulated amortization - finite lived intangible asset | -26,953 | |
Intangible asset, net - finite lived | 45,106 | |
Engine/Mobile Filtration [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks - indefinite lived | 784 | |
Intangible asset, net - finite lived | 139,028 | |
Acquired intangible assets, less accumulated amortization | 139,812 | |
Engine/Mobile Filtration [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 281 | |
Accumulated amortization - finite lived intangible asset | -122 | |
Intangible asset, net - finite lived | 159 | |
Engine/Mobile Filtration [Member] | Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 139,537 | |
Accumulated amortization - finite lived intangible asset | -10,752 | |
Intangible asset, net - finite lived | 128,785 | |
Engine/Mobile Filtration [Member] | Other Acquired Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 11,244 | |
Accumulated amortization - finite lived intangible asset | -1,160 | |
Intangible asset, net - finite lived | 10,084 | |
Industrial/Environmental Filtration [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Trademarks - indefinite lived | 75,385 | |
Intangible asset, net - finite lived | 134,630 | |
Acquired intangible assets, less accumulated amortization | 210,015 | |
Industrial/Environmental Filtration [Member] | Trademarks [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 568 | |
Accumulated amortization - finite lived intangible asset | -366 | |
Intangible asset, net - finite lived | 202 | |
Industrial/Environmental Filtration [Member] | Customer relationships [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 131,114 | |
Accumulated amortization - finite lived intangible asset | -31,708 | |
Intangible asset, net - finite lived | 99,406 | |
Industrial/Environmental Filtration [Member] | Other Acquired Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset, gross - finite lived | 60,815 | |
Accumulated amortization - finite lived intangible asset | -25,793 | |
Intangible asset, net - finite lived | 35,022 | |
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 - Estimated Amortization Expense (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Fiscal year 2015 | $25,056 | |
Fiscal year 2016 | 24,850 | |
Fiscal year 2017 | 24,608 | |
Fiscal year 2018 | 23,945 | |
Fiscal year 2019 | 23,729 | |
Amortization expense | $6,256 | $3,282 |
Fair_Value_Measurements_Detail
Fair Value Measurements (Details) (USD $) | 3 Months Ended | 12 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Nov. 29, 2014 | Dec. 29, 2010 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | $853 | $893 | |
Change in fair value of TransWeb contingent earn-out | 0 | 0 | |
Mutual fund investments - equities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 420 | 437 | |
Mutual fund investments - bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 419 | 442 | |
Cash and Cash Equivalents [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 14 | 14 | |
Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 853 | 893 | |
Level 1 [Member] | Mutual fund investments - equities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 420 | 437 | |
Level 1 [Member] | Mutual fund investments - bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 419 | 442 | |
Level 1 [Member] | Cash and Cash Equivalents [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 14 | 14 | |
Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 2 [Member] | Mutual fund investments - equities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 2 [Member] | Mutual fund investments - bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 2 [Member] | Cash and Cash Equivalents [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 3 [Member] | Mutual fund investments - equities [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 3 [Member] | Mutual fund investments - bonds [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
Level 3 [Member] | Cash and Cash Equivalents [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Restricted trust, included in Other noncurrent assets | 0 | 0 | |
TransWeb [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Other liabilities | 1,018 | ||
Estimate of Fair Value Measurement [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 435,922 | 408,208 | |
Reported Value Measurement [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Long-term debt, fair value | 439,505 | 411,563 | |
Other Noncurrent Liabilities [Member] | Filter Resources, Inc. [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Filter Resources contingent earn-out, included in Other long-term liabilities | 1,154 | 0 | |
Other Noncurrent Liabilities [Member] | Filter Resources, Inc. [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Filter Resources contingent earn-out, included in Other long-term liabilities | 0 | 0 | |
Other Noncurrent Liabilities [Member] | Filter Resources, Inc. [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Filter Resources contingent earn-out, included in Other long-term liabilities | 0 | 0 | |
Other Noncurrent Liabilities [Member] | Filter Resources, Inc. [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Filter Resources contingent earn-out, included in Other long-term liabilities | 1,154 | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 339 | 362 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Contract [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 0 | 0 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Contract [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 339 | 362 | |
Prepaid Expenses and Other Current Assets [Member] | Foreign Exchange Contract [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 0 | 0 | |
Accrued Liabilities [Member] | Foreign Exchange Contract [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 31 | 367 | |
Accrued Liabilities [Member] | Foreign Exchange Contract [Member] | Level 1 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 0 | 0 | |
Accrued Liabilities [Member] | Foreign Exchange Contract [Member] | Level 2 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | 31 | 367 | |
Accrued Liabilities [Member] | Foreign Exchange Contract [Member] | Level 3 [Member] | |||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Foreign exchange contracts, included in Prepaid expenses and other current assets | $0 | $0 |
Derivative_Instruments_and_Hed2
Derivative Instruments and Hedging (Fair Value in Balance Sheet) (Details) (USD $) | Feb. 28, 2015 | Nov. 29, 2014 |
In Thousands, unless otherwise specified | ||
Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | $400 | $610 |
Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 89 | 367 |
Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 61 | 248 |
Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 60 | 245 |
Not Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 339 | 362 |
Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 29 | 122 |
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 0 | 0 |
Foreign Exchange Contract [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 60 | 245 |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 339 | 362 |
Foreign Exchange Contract [Member] | Not Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | 29 | 122 |
Unrecognized Firm Sales Commitments [Member] | Designated as Hedging Instrument [Member] | Prepaid Expenses and Other Current Assets [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative asset | 61 | 248 |
Unrecognized Firm Sales Commitments [Member] | Designated as Hedging Instrument [Member] | Accrued Liabilities [Member] | ||
Derivatives, Fair Value [Line Items] | ||
Derivative liability | $0 | $0 |
Derivative_Instruments_and_Hed3
Derivative Instruments and Hedging (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Foreign Exchange Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | $1,084 | |
Foreign Exchange Contract [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | 1,094 | |
Designated as Hedging Instrument [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative | 6 | 0 |
Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Selling, General and Administrative Expenses [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative | -8 | 0 |
Designated as Hedging Instrument [Member] | Unrecognized Firm Sales Commitments [Member] | Selling, General and Administrative Expenses [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative | 14 | 0 |
Not Designated as Hedging Instrument [Member] | Net Investment Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative | -391 | 0 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | 82,599 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Fair Value Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Notional amount | 84,777 | |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Selling, General and Administrative Expenses [Member] | Net Investment Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative | -66 | 0 |
Not Designated as Hedging Instrument [Member] | Foreign Exchange Contract [Member] | Other Income (Expense) [Member] | Net Investment Hedging [Member] | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
Gain (loss) on derivative | ($325) | $0 |
Accrued_Liabilities_Details
Accrued Liabilities (Details) (USD $) | Feb. 28, 2015 | Nov. 29, 2014 | Mar. 01, 2014 | Nov. 30, 2013 |
In Thousands, unless otherwise specified | ||||
Payables and Accruals [Abstract] | ||||
Accrued salaries, wages and commissions | $11,946 | $29,621 | ||
Compensated absences | 9,558 | 9,967 | ||
Accrued insurance liabilities | 10,706 | 11,358 | ||
Warranties | 9,145 | 9,405 | 11,678 | 1,599 |
Customer deposits | 26,092 | 23,045 | ||
Other accrued liabilities | 25,636 | 36,640 | ||
Accrued liabilities | 93,083 | 120,036 | ||
Letters of credit outstanding, amount | $32,206 | $33,359 |
Accrued_Liabilities_Warranties
Accrued Liabilities - Warranties (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Movement in Standard and Extended Product Warranty, Increase (Decrease) [Roll Forward] | ||
Warranty accrual at beginning of period | $9,405 | $1,599 |
Warranty accrual added through business acquisitions | 100 | 10,677 |
Accruals for warranties issued during the period | 154 | 28 |
Adjustments related to pre-existing warranties | -48 | 44 |
Settlements made during the period | -373 | -664 |
Other adjustments, including currency translation | -93 | -6 |
Warranty accrual at end of period | $9,145 | $11,678 |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 0 Months Ended | ||||
Apr. 05, 2012 | Feb. 28, 2015 | Nov. 29, 2014 | Nov. 22, 2013 | 1-May-14 | |
Line of Credit Facility [Line Items] | |||||
Letters of credit outstanding, amount | $32,206,000 | $33,359,000 | |||
Credit Facility 2012 [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Line of credit facility, expiration period | 5 years | ||||
Maximum borrowing capacity | 150,000,000 | ||||
Long-term debt, amount | 28,000,000 | ||||
Long-term debt, weighted average interest rate | 0.87% | ||||
Remaining borrowing capacity | 105,988,000 | ||||
Credit Facility 2012 [Member] | Credit Facility - Swing Line [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 10,000,000 | ||||
Credit Facility 2012 [Member] | Credit Facility - Accordion [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 100,000,000 | ||||
Credit Facility 2012 [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | 100,000,000 | ||||
Long-term debt, amount | 395,000,000 | ||||
Long-term debt, weighted average interest rate | 1.07% | ||||
Credit Facility 2012 [Member] | Letter of Credit Sub-Facility [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Subline letters of credit maximum capacity | 50,000,000 | ||||
Letters of credit outstanding, amount | 16,012,000 | 16,012,000 | |||
Credit Facility 2014 [Member] | Term Loan [Member] | |||||
Line of Credit Facility [Line Items] | |||||
Maximum borrowing capacity | $315,000,000 |
Pension_and_Other_Postretireme2
Pension and Other Postretirement Benefits - Components of Net Periodic Benefit Cost (Income) and Contributions (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Amortization of unrecognized: | ||
Cash contributions | $79 | |
Pension Benefits [Member] | ||
Components of net periodic benefit cost (income): | ||
Service cost | 535 | 498 |
Interest cost | 1,876 | 1,931 |
Expected return on plan assets | -2,926 | -2,831 |
Amortization of unrecognized: | ||
Prior service cost | -2 | -3 |
Net actuarial loss (gain) | 968 | 721 |
Net periodic benefit cost | 451 | 316 |
Cash contributions | 64 | 65 |
Postretirement Healthcare Benefit Plan [Member] | ||
Components of net periodic benefit cost (income): | ||
Interest cost | 2 | 2 |
Amortization of unrecognized: | ||
Prior service cost | -31 | -31 |
Net actuarial loss (gain) | -37 | -37 |
Net periodic benefit cost | -66 | -66 |
Cash contributions | $15 | $16 |
Pension_and_Other_Postretireme3
Pension and Other Postretirement Benefits - Expected Contributions (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 | Nov. 29, 2014 |
Defined Benefit Plan Disclosure [Line Items] | |||
Total expected contributions | $673 | ||
Cash contributions | 79 | ||
Restricted trust, included in Other noncurrent assets | 853 | 893 | |
U.S. Qualified Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total expected contributions | 0 | ||
U.S. Combined Nonqualified Plans [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total expected contributions | 221 | ||
Non-U.S. Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total expected contributions | 394 | ||
Postretirement Healthcare Benefit Plan [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total expected contributions | 58 | ||
Cash contributions | $15 | $16 |
Income_Taxes_Unrecognized_Tax_
Income Taxes (Unrecognized Tax Benefits) (Details) (USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ||
Unrecognized tax benefits at beginning of year | $2,487 | $2,155 |
Additions for current period tax positions | 175 | 79 |
Changes in interest and penalties | 19 | 33 |
Unrecognized tax benefits at end of period | $2,681 | $2,267 |
Income_Taxes_Details
Income Taxes (Details) (USD $) | Feb. 28, 2015 | 1-May-14 |
In Thousands, unless otherwise specified | ||
Operating Loss Carryforwards [Line Items] | ||
Unrecognized tax benefits that would impact the effective tax rate if recognized | $1,678 | |
Accrued for the payment of interest and penalties | 289 | |
Reductions for lapse of statue of limitations / settlements | 250 | |
Domestic Tax Authority [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
Operating loss carryforwards | 45,500 | |
Stanadyne [Member] | ||
Operating Loss Carryforwards [Line Items] | ||
General business credits | $1,700 |
Contingencies_Details
Contingencies (Details) (TransWeb [Member], USD $) | 0 Months Ended |
In Thousands, unless otherwise specified | Apr. 21, 2012 |
TransWeb [Member] | |
Business Acquisition, Purchase Price Withheld Disclosures [Line Items] | |
Gain contingency not yet recognized | $26,147 |
Incentive_Plans_and_StockBased2
Incentive Plans and Stock-Based Compensation - Narrative (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Nov. 29, 2014 |
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 | |
Annual vesting percentage | 25.00% | |
Vesting period | 4 years | |
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 | $6,080 | |
Weighted-average period in years, over which the Company expects to recognize compensation cost related to share-based arrangements | 2 years 25 days | |
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 | 2,287 | |
Weighted-average period in years, over which the Company expects to recognize compensation cost related to share-based arrangements | 3 years 2 months 12 days | |
Number of vested and deferred shares | 8,489 | 19,457 |
Restricted Stock Unit Awards with Performance Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation cost related to share-based arrangements which the Company expects to recognize | $5,101 | |
Weighted-average period in years, over which the Company expects to recognize compensation cost related to share-based arrangements | 2 years 9 months |
Incentive_Plans_and_StockBased3
Incentive Plans and Stock-Based Compensation - Stock Options Compensation Expense (Details) (Employee and Non-Employee Stock Options [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Employee and Non-Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Pre-tax compensation expense | $1,848 | $1,111 |
Deferred tax benefits | -672 | -395 |
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 392 | 161 |
Fair value of stock options on date of grant | 3,196 | 4,554 |
Total intrinsic value of stock options exercised | 1,751 | 758 |
Cash received upon exercise of stock options | 3,111 | 1,242 |
Addition to capital in excess of par value due to exercise of stock options | $3,418 | $1,363 |
Incentive_Plans_and_StockBased4
Incentive Plans and Stock-Based Compensation - Stock Option Activity (Details) (USD $) | 3 Months Ended |
Feb. 28, 2015 | |
Options Granted Under Incentive Plans | |
Outstanding at end of period (in shares) | 2,545,641 |
Exercisable at end of period (in shares) | 1,661,021 |
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) | $47.97 |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $42.68 |
Employee and Non-Employee Stock Options [Member] | |
Options Granted Under Incentive Plans | |
Outstanding at beginning of year (in shares) | 2,310,720 |
Granted (in shares) | 311,500 |
Exercised (in shares) | -74,079 |
Surrendered (in shares) | -2,500 |
Outstanding at end of period (in shares) | 2,545,641 |
Exercisable at end of period (in shares) | 1,661,021 |
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) | $45.71 |
Weighted Average Exercise Price - Granted (in dollars per share) | $63.22 |
Weighted Average Exercise Price - Exercised (in dollars per share) | $42 |
Weighted Average Exercise Price - Surrendered (in dollars per share) | $37.92 |
Weighted Average Exercise Price - Outstanding End of Period (in dollars per share) | $47.97 |
Weighted Average Exercise Price - Exercisable (in dollars per share) | $42.68 |
Incentive_Plans_and_StockBased5
Incentive Plans and Stock-Based Compensation - Stock Options Exercise Prices (Details) (USD $) | 3 Months Ended |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding - Number (in shares) | 2,545,641 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $47.97 |
Options Outstanding - Intrinsic Value | $45,418 |
Options Outstanding - Weighted Average Remaining Life in Years | 6 years 9 months 23 days |
Options Exercisable - Number (in shares) | 1,661,021 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $42.68 |
Options Exercisable - Intrinsic Value | 38,412 |
Options Exercisable - Weighted Average Remaining Life in Years | 5 years 8 months 15 days |
$25.31 - $28.79 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, minimum | $25.31 |
Exercise price range, maximum | $28.79 |
Options Outstanding - Number (in shares) | 61,750 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $26.51 |
Options Outstanding - Intrinsic Value | 2,427 |
Options Outstanding - Weighted Average Remaining Life in Years | 2 years 6 months 10 days |
Options Exercisable - Number (in shares) | 61,750 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $26.51 |
Options Exercisable - Intrinsic Value | 2,427 |
Options Exercisable - Weighted Average Remaining Life in Years | 2 years 6 months 10 days |
$31.96 - $38.46 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, minimum | $31.96 |
Exercise price range, maximum | $38.46 |
Options Outstanding - Number (in shares) | 500,009 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $33.64 |
Options Outstanding - Intrinsic Value | 16,085 |
Options Outstanding - Weighted Average Remaining Life in Years | 3 years 5 months 8 days |
Options Exercisable - Number (in shares) | 500,009 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $33.64 |
Options Exercisable - Intrinsic Value | 16,085 |
Options Exercisable - Weighted Average Remaining Life in Years | 3 years 5 months 8 days |
$42.86 - $49.91 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, minimum | $42.86 |
Exercise price range, maximum | $49.91 |
Options Outstanding - Number (in shares) | 1,234,119 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $46.21 |
Options Outstanding - Intrinsic Value | 24,194 |
Options Outstanding - Weighted Average Remaining Life in Years | 6 years 11 months 1 day |
Options Exercisable - Number (in shares) | 986,313 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $46.12 |
Options Exercisable - Intrinsic Value | 19,421 |
Options Exercisable - Weighted Average Remaining Life in Years | 6 years 8 months 16 days |
$55.01 - $63.22 [Member] | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price range, minimum | $55.10 |
Exercise price range, maximum | $63.22 |
Options Outstanding - Number (in shares) | 749,763 |
Options Outstanding - Weighted Average Exercise Price (in dollars per share) | $62.19 |
Options Outstanding - Intrinsic Value | 2,712 |
Options Outstanding - Weighted Average Remaining Life in Years | 9 years 3 months |
Options Exercisable - Number (in shares) | 112,949 |
Options Exercisable - Weighted Average Exercise Price (in dollars per share) | $61.57 |
Options Exercisable - Intrinsic Value | $479 |
Options Exercisable - Weighted Average Remaining Life in Years | 8 years 9 months 15 days |
Incentive_Plans_and_StockBased6
Incentive Plans and Stock-Based Compensation - Stock Options Fair Value Assumptions (Details) (Employee and Non-Employee Stock Options [Member], USD $) | 3 Months Ended | |
Feb. 28, 2015 | Mar. 01, 2014 | |
Employee and Non-Employee Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Weighted average fair value per option at the date of grant for options granted | $10.26 | $11.53 |
Risk-free interest rate | 1.31% | 1.55% |
Expected dividend yield | 1.27% | 1.10% |
Expected volatility factor | 19.50% | 21.40% |
Expected option term in years | 5 years 0 months 0 days | 5 years 0 months 0 days |
Incentive_Plans_and_StockBased7
Incentive Plans and Stock-Based Compensation - Restricted Stock Unit Awards Compensation Expense (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Restricted Stock Units (RSUs) [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Pre-tax compensation expense | $835 | $404 |
Deferred tax benefits | -304 | -144 |
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 208 | 101 |
Fair value of restricted stock unit awards on date of grant | 3,180 | 1,466 |
Fair value of restricted stock unit awards vested | $979 | $765 |
Incentive_Plans_and_StockBased8
Incentive Plans and Stock-Based Compensation - Restricted Stock Unit Awards Activity (Details) (Restricted Stock Units (RSUs) [Member], USD $) | 3 Months Ended |
Feb. 28, 2015 | |
Restricted Stock Units (RSUs) [Member] | |
Units | |
Nonvested at beginning of year (in units) | 51,012 |
Granted (in units) | 50,295 |
Vested (in units) | -19,223 |
Nonvested at end of period (in units) | 82,084 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value - Beginning of Year (in dollars per unit) | $53.12 |
Weighted Average Grant Date Fair Value - Granted (in dollars per unit) | $63.22 |
Weighted Average Grant Date Fair Value - Vested (in dollar per unit) | $50.91 |
Weighted Average Grant Date Fair Value - End of Period (in dollars per unit) | $59.83 |
Incentive_Plans_and_StockBased9
Incentive Plans and Stock-Based Compensation - Restricted Stock Unit Awards with Performance Conditions Compensation Expense (Details) (Restricted Stock Unit Awards with Performance Conditions [Member], USD $) | 3 Months Ended | |
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Restricted Stock Unit Awards with Performance Conditions [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Pre-tax compensation expense | $464 | $0 |
Deferred tax benefits | -169 | 0 |
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements | 0 | 0 |
Fair value of restricted stock unit awards on date of grant | 5,857 | 0 |
Fair value of restricted stock unit awards vested | $0 | $0 |
Recovered_Sheet1
Incentive Plans and Stock-Based Compensation - Restricted Stock Unit Awards with Performance Conditions Activity (Details) (Restricted Stock Unit Awards with Performance Conditions [Member], USD $) | 3 Months Ended |
Feb. 28, 2015 | |
Restricted Stock Unit Awards with Performance Conditions [Member] | |
Units | |
Nonvested at beginning of year (in units) | 0 |
Granted (in units) | 92,650 |
Vested (in units) | 0 |
Nonvested at end of period (in units) | 92,650 |
Weighted Average Grant Date Fair Value | |
Weighted Average Grant Date Fair Value - Beginning of Year (in dollars per unit) | $0 |
Weighted Average Grant Date Fair Value - Granted (in dollars per unit) | $63.22 |
Weighted Average Grant Date Fair Value - Vested (in dollar per unit) | $0 |
Weighted Average Grant Date Fair Value - End of Period (in dollars per unit) | $63.22 |
Earnings_Per_Share_and_Stock_R2
Earnings Per Share and Stock Repurchase Activity - Reconciliation of Numerators and Denominators (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
Earnings Per Share and Stock Repurchase Activity [Abstract] | ||
Weighted average number of shares outstanding - Basic (in shares) | 50,255,915 | 50,463,714 |
Dilutive effect of stock-based arrangements (in shares) | 536,568 | 460,731 |
Weighted average number of shares outstanding - Diluted (in shares) | 50,792,483 | 50,924,445 |
Net earnings attributable to CLARCOR Inc. | $26,709 | $24,321 |
Net earnings per share attributable to CLARCOR Inc. - Basic (in dollars per share) | $0.53 | $0.48 |
Net earnings per share attributable to CLARCOR Inc. - Diluted (in dollars per share) | $0.53 | $0.48 |
Earnings_Per_Share_and_Stock_R3
Earnings Per Share and Stock Repurchase Activity - Calculation of Earnings per Share (Details) (USD $) | 3 Months Ended | |
In Thousands, except Share data, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 |
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 | 0 | 441,450 |
Common stock repurchased and retired pursuant to the Company's stock repurchase program | $7,949 | $0 |
Number of shares repurchased and retired pursuant to the Company's stock repurchase program | 122,000 | 0 |
Earnings_Per_Share_and_Stock_R4
Earnings Per Share and Stock Repurchase Activity - Narrative (Details) (USD $) | Feb. 28, 2015 |
Earnings Per Share and Stock Repurchase Activity [Abstract] | |
Stock repurchase program, remaining authorized repurchase amount | $200,511,378 |
Stock repurchase program, authorized amount | $250,000,000 |
Segment_Information_Details
Segment Information (Details) (USD $) | 3 Months Ended | ||
In Thousands, unless otherwise specified | Feb. 28, 2015 | Mar. 01, 2014 | Nov. 29, 2014 |
reportable_segment | |||
Segment Reporting Information [Line Items] | |||
Number of reportable segments | 3 | ||
Net sales | $351,123 | $312,685 | |
Operating profit | 39,193 | 31,266 | |
Other income (expense), net | -1,046 | 3,678 | |
Earnings before income taxes | 38,147 | 34,944 | |
Identifiable assets | 1,899,384 | 1,888,769 | |
Engine/Mobile Filtration [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 144,458 | 122,497 | |
Operating profit | 24,746 | 22,874 | |
Identifiable assets | 788,591 | 781,204 | |
Industrial/Environmental Filtration [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 190,916 | 174,863 | |
Operating profit | 14,008 | 8,146 | |
Identifiable assets | 1,040,329 | 1,022,996 | |
Packaging [Member] | |||
Segment Reporting Information [Line Items] | |||
Net sales | 15,749 | 15,325 | |
Operating profit | 439 | 246 | |
Identifiable assets | 38,881 | 41,817 | |
Corporate [Member] | |||
Segment Reporting Information [Line Items] | |||
Identifiable assets | $31,583 | $42,752 |