EXHIBIT 13(a)(vi)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
A. ACCOUNTING POLICIES
PRINCIPLES OF CONSOLIDATION
The consolidated financial statements include all domestic and foreign
subsidiaries that are more than 50% owned and controlled. CLARCOR Inc. and its
subsidiaries are hereinafter collectively referred to as the "Company" or
CLARCOR. The Company has three reportable segments: Engine/Mobile Filtration,
Industrial/Environmental Filtration and Packaging. Certain reclassifications
have been made to conform prior years' data to the current presentation. These
reclassifications had no effect on reported earnings.
USE OF MANAGEMENT'S ESTIMATES
The preparation of the financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
ACCOUNTING PERIOD
The Company's fiscal year ends on the Saturday closest to November 30. The
fiscal years ended November 30, 2002 and December 1, 2001 were comprised of
fifty-two weeks. The fiscal year ended December 1, 2000 included fifty-three
weeks. In the consolidated financial statements, all fiscal years are shown to
begin as of December 1 and end as of November 30 for clarity of presentation.
CASH EQUIVALENTS
All highly liquid investments with a maturity of three months or less when
purchased or that are readily saleable are considered to be short-term cash
equivalents. The carrying amount of the investments approximates fair value.
FOREIGN CURRENCY TRANSLATION
Financial statements of foreign subsidiaries are translated into U.S. dollars at
current rates, except that revenues, costs and expenses are translated at
average rates during each reporting period. Net exchange gains or losses
resulting from the translation of foreign financial statements are accumulated
with other comprehensive earnings as a separate component of shareholders'
equity and are presented, net of tax, in the Consolidated Statements of
Shareholders' Equity.
DERIVATIVES
The Company makes limited use of derivative financial instruments to manage
certain interest rate and foreign currency risks. Interest rate swap agreements
are utilized to convert certain floating rate debt into fixed rate debt. Cash
flows related to interest rate swap agreements are included in interest expense
over the terms of the agreements.
The Company documents all relationships between hedging instruments and hedged
items, as well as its risk-management objective and strategy for undertaking
various hedge transactions. In addition, the Company assesses (both at the
hedge's inception and on an ongoing basis) the effectiveness of the derivatives
that are used in hedging transactions. If it is determined that a derivative is
not (or has ceased to be) effective as a hedge, the Company would discontinue
hedge accounting prospectively. Ineffective portions of changes in the fair
value of cash flow hedges are recognized in earnings.
COMPREHENSIVE EARNINGS
Foreign currency translation adjustments, unrealized gains and losses on
derivative instruments and minimum pension liability adjustments are included in
other comprehensive earnings, net of tax.
PLANT ASSETS
Depreciation is determined primarily by the straight-line method for financial
statement purposes and by the accelerated method for tax purposes. The provision
for depreciation is based on the estimated useful lives of the assets (15 to 40
years for buildings and improvements and 3 to 15 years for machinery and
equipment). It is the policy of the Company to capitalize renewals and
betterments and to charge to expense the cost of current maintenance and
repairs. When property or equipment is retired or otherwise disposed of, the net
book value of the asset is removed from the Company's books and the resulting
gain or loss is reflected in earnings.
GOODWILL AND OTHER INTANGIBLE ASSETS
In June 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 142, "Goodwill and Other Intangible
Assets," which discontinues amortization of the excess of cost over fair value
of assets acquired and of intangible assets with indefinite lives. It also
requires goodwill and intangible assets with indefinite lives to be tested for
impairment annually or whenever there is an impairment indicator. The FASB also
issued SFAS No. 141, "Business Combinations," which requires all business
combinations after June 30, 2001 to be accounted for under the purchase method.
As a result of adopting these standards in the first quarter of fiscal 2002, the
Company no longer amortizes goodwill, trademarks and trade names and changed its
accounting policies as described below:
Goodwill: The Company recognizes the excess of the cost of an acquired entity
over the net amount assigned to assets acquired and liabilities assumed as
goodwill. Goodwill is tested for impairment on an annual basis and between
annual tests in certain circumstances. Impairment losses would be recognized
whenever the implied fair value of goodwill is less than its carrying value.
Prior to December 1, 2001, goodwill was amortized over a forty-year period using
the straight-line method. Beginning December 1, 2001, goodwill is no longer
amortized.
Other Acquired Intangibles: The Company recognizes an acquired intangible apart
from goodwill whenever the asset arises from contractual or other legal rights,
or whenever it is capable of being separated or divided from the acquired entity
and sold, transferred, licensed, rented or exchanged, either individually or in
combination with a related contract, asset or liability. An intangible other
than goodwill is amortized over its estimated useful life unless that life is
determined to be indefinite. The Company's trade names and trademarks have
indefinite useful lives and will be subject to impairment testing under SFAS No.
142. Prior to December 1, 2001, the trademarks were amortized
over a forty-year life. All other acquired intangible assets, including patents
(average fourteen year life) and other identifiable intangible assets with lives
ranging from one to thirty years, are being amortized using the straight-line
method over the estimated periods to be benefited. The Company reviews the lives
of its definite-lived intangibles annually and if necessary, impairment losses
would be recognized if the carrying amount of an intangible subject to
amortization is not recoverable from expected future cash flows and its carrying
amount exceeds its fair value.
IMPAIRMENT OF LONG-LIVED ASSETS
The Company determines any impairment losses based on underlying cash flows
related to specific groups of acquired long-lived assets, including associated
identifiable intangibles and goodwill, when events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable.
INCOME TAXES
The Company provides for income taxes and recognizes deferred tax liabilities
and assets for the expected future tax consequences of temporary differences
between the financial statement carrying amounts and the tax basis of assets and
liabilities.
REVENUE RECOGNITION
Revenue is recognized when product ownership and risk of loss has transferred to
the customer or performance of services is complete and the Company has no
remaining obligations regarding the transaction. Estimated discounts and rebates
are recorded as a reduction of sales in the same period revenue is recognized.
Shipping and handling costs are recorded as revenue when billed to customers.
PRODUCT WARRANTIES
The Company provides for estimated warranty costs when the related products are
recorded as sales or for specific items at the time their existence is known and
the amounts are reasonably determinable.
RESEARCH AND DEVELOPMENT
The Company charges research and development costs relating to the development
of new products or the improvement or redesign of its existing products to
expense when incurred. These costs totaled approximately $6,482 in 2002, $5,365
in 2001 and $6,942 in 2000.
B. ACQUISITIONS
On June 5, 2002, the Company acquired Locker Filtration Limited (Locker), a
Warrington, England manufacturer of heavy-duty air filters, diesel and gas
turbine air intake system filters and specialty filters. Also during fiscal
2002, the Company acquired Total Filter Technology (TFT), a process liquid
filtration manufacturer based in North Chelmsford, Massachusetts and
FilterSource, an air filtration distributor based in California. The three
acquisitions were purchased for approximately $10,371 in cash and their results
are included in the Company's consolidated results of operations from the dates
of acquisition. The combined sales for Locker, TFT and FilterSource in the most
recent twelve-month period were approximately $16,500. Locker is included in the
Engine/Mobile Filtration segment. TFT and FilterSource are included in the
Industrial/Environmental Filtration segment.
An allocation of the purchase price has been made to major categories of assets
and liabilities for each acquisition. The preliminary allocation of the purchase
price over the preliminary estimated fair value of the tangible and identifiable
intangible assets acquired for Locker, TFT and FilterSource resulted in $2,713,
$2,086, and $439 recorded as goodwill for each acquisition, respectively. The
Company recognized $943 for a Locker customer relationship that will be
amortized over ten years. In connection with the TFT and FilterSource
acquisitions, the Company recorded $228 as indefinite-lived trademarks and
$1,375 as other acquired intangibles which will be amortized over a weighted
average life of 8 years. The preliminary allocations for TFT and FilterSource
will be finalized when the Company completes its estimates of liabilities
assumed, finishes an appraisal of the assets acquired and finalizes deferred
taxes. The Company expects to do this in the first quarter 2003. These
acquisitions are not material to the results of the Company.
On June 4, 2001, the Company acquired the stock of several filtration management
companies for approximately $29,258, net of cash received, including acquisition
expenses. The purchase price was paid in cash with available funds and proceeds
from long-term borrowings from a revolving credit facility. As a result of the
acquisition, the companies were combined into one company, Total Filtration
Services, Inc. (TFS), and became a subsidiary of the Company. TFS is included in
the Industrial/Environmental Filtration segment from the date of acquisition.
The transaction was accounted for under the purchase method of accounting with
the excess of the initial purchase price over the estimated fair value of the
net tangible and identifiable intangible assets acquired recorded as goodwill
and amortized over forty years by the straight-line method. The initial purchase
price was based on the net assets of the businesses acquired as shown on a June
4, 2001 balance sheet subject to a final adjustment. During first quarter 2002,
the purchase price was finalized resulting in a $3,694 payment by the seller to
the Company. A decrease to goodwill of $3,954 was recorded primarily as a result
of the net settlement payment and entries associated with deferred income taxes,
the valuation of inventory acquired, and preacquisition contingencies related to
contract matters. No additional purchase accounting entries associated with the
TFS acquisition are expected other than entries to finalize deferred income
taxes. Unaudited pro forma net sales for the Company including TFS would have
been approximately $695,700 and $707,500 for the years ended November 30, 2001
and 2000. Net earnings and earnings per share for each of these periods would
not have been significantly affected.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
C. INVENTORIES
Inventories are stated at the lower of cost or market. Cost is determined by the
last-in, first-out (LIFO) method for approximately 43% and 40% of the
Company's inventories at November 30, 2002 and 2001, respectively, and by the
first-in, first-out (FIFO) method for all other inventories. The FIFO method
approximates current cost. Inventories are summarized as follows:
<Table>
<Caption>
2002 2001
------------ ------------
Raw materials .............................. $ 34,496 $ 36,166
Work in process ............................ 11,022 12,120
Finished products .......................... 56,784 55,078
------------ ------------
Total at FIFO .............................. 102,302 103,364
Less excess of FIFO over LIFO .............. 456 362
------------ ------------
$ 101,846 $ 103,002
============ ============
</Table>
D. PLANT ASSETS AND IMPAIRMENT LOSS
Plant assets at November 30, 2002 and 2001 were as follows:
<Table>
<Caption>
2002 2001
------------ ------------
Land ....................................... $ 5,410 $ 4,736
Buildings and building fixtures ............ 75,520 73,497
Machinery and equipment .................... 202,697 191,984
Construction in process .................... 6,675 7,092
------------ ------------
290,302 277,309
Less accumulated depreciation .............. 157,410 139,993
------------ ------------
$ 132,892 $ 137,316
============ ============
</Table>
During the first quarter of 2001, the Company recognized an impairment loss in
its Packaging segment of $2,422 related to certain plant assets used exclusively
in the manufacture of plastic closures for a customer who terminated a
manufacturing contract. The loss is included in the cost of sales and was
calculated under the guidelines of SFAS No. 121.
E. ACQUIRED INTANGIBLES
The following table summarizes the activity for acquired intangibles by
reporting unit for fiscal year 2002:
<Table>
<Caption>
Currency
Beginning Translation End of
of Year Acquisitions Adjustments Amortization Year
----------- ------------ ----------- ------------ -----------
Goodwill:
Engine/Mobile
Filtration ................. $ 8,562 $ 2,713 $ 253 $ -- $ 11,528
Industrial/Environmental
Filtration ................. 71,546 (1,429) 13 -- 70,130
Packaging ................... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
$ 80,108 $ 1,284 $ 266 $ -- $ 81,658
=========== =========== =========== =========== ===========
Trademarks and trade names:
Engine/Mobile
Filtration ................. $ 603 $ -- $ -- $ -- $ 603
Industrial/Environmental
Filtration ................. 28,652 228 -- -- 28,880
Packaging ................... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
$ 29,255 $ 228 $ -- $ -- $ 29,483
=========== =========== =========== =========== ===========
Other acquired intangibles, gross:
Engine/Mobile
Filtration ................. $ 97 $ 943 $ -- $ -- $ 1,040
Industrial/Environmental
Filtration ................. 12,055 1,375 -- -- 13,430
Packaging ................... -- -- -- -- --
----------- ----------- ----------- ----------- -----------
12,152 2,318 -- -- 14,470
Less accumulated
amortization ............... 2,321 -- -- 761 3,082
----------- ----------- ----------- ----------- -----------
Other acquired
intangibles, net ............ $ 9,831 $ 2,318 $ -- $ (761) $ 11,388
=========== =========== =========== =========== ===========
</Table>
As a result of adopting SFAS No. 142, the Company completed the transitional
goodwill impairment reviews required by the new standards during the first
quarter of 2002. In performing the impairment reviews, the Company estimated the
fair values of the reporting units using a present value method that discounted
future cash flows. Such reviews are sensitive to assumptions associated with
cash flow growth, discount rates, terminal value and the aggregation of
reporting unit components. The Company further assessed the reasonableness of
these estimates by using valuation methods based on market multiples and recent
capital market transactions. As of December 1, 2001, the transition date, and
November 30, 2002, the annual testing date, there was no impairment to goodwill
as the fair values exceeded the carrying values of the reporting units.
The Company performed the impairment tests on its indefinite-lived intangibles
as of December 1, 2001 and November 30, 2002 using the relief-from-royalty
method to determine the fair value of its trademarks and trade names. There was
no impairment as the fair value was greater than the carrying value for these
indefinite-lived intangibles as of these dates.
In connection with adopting SFAS No. 142, the Company also reassessed the useful
lives and classification of identifiable finite-lived intangible assets and
determined that they continue to be appropriate. Amortization expense during the
fiscal years ended November 30, 2001 and 2000 for amortized intangibles was $756
and $1,003, respectively. The estimated amounts of amortization expense for the
next five years are: $936 in 2003, $781 in 2004, $777 in 2005, $752 in 2006 and
$739 in 2007.
The following table presents net earnings and earnings per share assuming the
nonamortization provisions of SFAS No. 142 were applied in each fiscal year:
<Table>
<Caption>
2002 2001 2000
---------- ---------- ----------
Reported net earnings ............................ $ 46,601 $ 41,893 $ 40,237
Goodwill amortization, net of income taxes ..... -- 1,375 1,115
Other amortization, net of income taxes ........ -- 475 496
---------- ---------- ----------
Adjusted net earnings ............................ $ 46,601 $ 43,743 $ 41,848
========== ========== ==========
Basic EPS:
Basic as reported .............................. $ 1.88 $ 1.71 $ 1.66
Goodwill amortization, net of income taxes ..... -- 0.06 0.05
Other amortization, net of income taxes ........ -- 0.02 0.02
---------- ---------- ----------
Adjusted basic earnings per share ................ $ 1.88 $ 1.79 $ 1.73
========== ========== ==========
Diluted EPS:
Diluted as reported ............................ $ 1.85 $ 1.68 $ 1.64
Goodwill amortization, net of income taxes ..... -- 0.05 0.05
Other amortization, net of income taxes ........ -- 0.02 0.02
---------- ---------- ----------
Adjusted diluted earnings per share .............. $ 1.85 $ 1.75 $ 1.71
========== ========== ==========
</Table>
F. ACCOUNTS PAYABLE AND ACCRUED LIABILITIES
Accounts payable and accrued liabilities at November 30, 2002 and 2001 were as
follows:
<Table>
<Caption>
2002 2001
------------ ------------
Accounts payable ........................... $ 50,350 $ 42,657
Accrued salaries, wages and commissions .... 15,283 8,733
Compensated absences ....................... 6,874 6,366
Accrued insurance liabilities .............. 6,892 5,805
Accrued pension liabilities ................ 269 263
Other accrued liabilities .................. 18,070 21,002
------------ ------------
$ 97,738 $ 84,826
============ ============
</Table>
G. LONG-TERM DEBT
Long-term debt at November 30, 2002 and 2001 consisted of the following:
<Table>
<Caption>
2002 2001
------------ ------------
Multicurrency revolving credit agreement,
interest payable at the end of each
funding period at an adjusted LIBOR ...... $ 62,833 $ 107,000
Promissory note, interest payable
semi-annually at 6.69% ................... 10,000 15,000
Industrial Revenue Bonds,
at 1.15% to 4.90% interest rates ......... 17,460 17,815
Other ...................................... 811 967
------------ ------------
91,104 140,782
Less current portion ....................... 68,456 5,579
------------ ------------
$ 22,648 $ 135,203
============ ============
</Table>
A fair value estimate of $90,406 and $140,023 for long-term debt in 2002 and
2001, respectively, is based on the current interest rates available to the
Company for debt with similar remaining maturities.
In September 1999, the Company entered into a three-year, multicurrency
revolving credit agreement with a group of participating financial institutions
under which it may borrow up to $185,000. The agreement, which was extended for
one additional year in 2000, provides that loans may be made under a selection
of currencies and rate formulas. The interest rate is based upon either a
defined Base Rate or the London Interbank Offered Rate (LIBOR) plus a variable
spread of .55% to 1.25%. The variable spread is based on the ratio of the
Company's outstanding borrowings compared to its shareholders' equity. The
spread was .55% and .65% at November 30, 2002 and 2001, respectively. Facility
fees and other fees on the entire loan commitment are payable for the duration
of this facility. At November 30, 2002 and 2001, $62,833 and $107,000 were
outstanding under this agreement and the related LIBOR, including the spread,
was 1.97% and 4.17%, respectively. The amount outstanding at November 30, 2002
has been classified as current debt as the credit agreement expires in less than
one year. A replacement credit facility is expected to be finalized in 2003 and
at that time the full amount outstanding under the new facility will be
reclassified into long-term debt.
Borrowings under the credit facility are unsecured but are guaranteed by certain
of the Company's subsidiaries. The agreement related to this borrowing includes
certain restrictive covenants that include maintaining minimum consolidated net
worth, limiting new borrowings, maintaining a minimum interest coverage, and
restricting certain changes in ownership as stipulated in the agreement. The
Company was in compliance with these covenants throughout fiscal years 2002 and
2001. This agreement also includes a letter of credit facility, against which
$12,743 and $11,182 in letters of credit had been issued as of November 30, 2002
and 2001, respectively.
The 6.69% promissory note matures July 25, 2004, but the Company is required to
prepay, without premium, certain principal amounts as stated in the agreement.
Under the note agreement, the Company must meet certain restrictive covenants.
The covenants were amended during 1999 to be similar to those contained in the
multicurrency revolving credit facility.
On May 1, 2001, the Company, in cooperation with the Campbellsville-Taylor
County Industrial Development Authority (Kentucky), issued $8,000 of Industrial
Revenue Bonds. The bonds are due May 1, 2031, with a variable rate of interest
that is reset weekly. In connection with the issuance of the Industrial Revenue
Bonds, the Company holds in trust certain restricted investments committed for
the acquisition of plant equipment. At November 30, 2002, the restricted asset
balance was $1,255 and is included in other noncurrent assets. The Company has
other industrial revenue bonds, including $8,410 issued in cooperation with the
South Dakota Economic Development Finance Authority due February 1, 2016 with a
variable rate of interest that is reset weekly and additional bonds of $1,050
and $1,405 outstanding as of November 30, 2002 and 2001, respectively, which
mature in 2005.
Exclusive of the multicurrency revolving credit facility, principal maturities
of long-term debt for the next five fiscal years ending November 30
approximates: $5,623 in 2003, $5,655 in 2004, $403 in 2005, $166 in 2006, $0 in
2007, and $16,424 thereafter.
Effective December 1, 2000, the Company adopted SFAS No. 133, "Accounting for
Derivative Instruments and Hedging Activities." During 2000, the Company entered
into interest rate agreements to manage its interest exposure related to the
multicurrency credit revolver. The agreement in place at November 30, 2001
provided for the Company to pay a 7.34% fixed interest rate on a notional amount
of $60,000. The agreement
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
expired September 11, 2002. Under the agreement the Company received interest at
floating rates based on LIBOR. This derivative instrument was designated as a
cash flow hedge and determined to be effective. Therefore, there was no
adjustment to net earnings during 2002, 2001 or 2000. The net gain included in
other comprehensive earnings for the twelve months ended November 30, 2002 was
$1,906 (or $2,932 pretax). Such derivative gains and losses were reclassified
into earnings as payments were made on its variable rate interest debt.
Approximately $1,983 was reclassified into earnings during the fiscal year ended
November 30, 2002. At November 30, 2001, the fair value of the agreement was a
negative $2,932 and was included in other current liabilities.
Interest paid totaled $7,482, $10,666 and $10,714 during 2002, 2001 and 2000,
respectively.
H. LEASES
The Company has various lease agreements for offices, warehouses,
manufacturing plants, and equipment that expire on various dates through
December 2015 and contain renewal options. Some of these leases provide for
payment of property taxes, utilities and certain other expenses. Commitments for
minimum rentals under noncancelable leases at November 30, 2002 for the next
five years are: $8,474 in 2003, $6,880 in 2004, $4,822 in 2005, $3,299 in 2006,
and $2,660 in 2007. Rent expense totaled $9,879, $9,670 and $9,099 for the years
ended November 30, 2002, 2001 and 2000, respectively.
I. PENSION AND OTHER POSTRETIREMENT PLANS
The Company has defined benefit pension plans and postretirement health care
plans covering certain employees and retired employees. In addition to the plan
assets related to qualified plans, the Company has funded approximately $1,796
and $2,281 at November 30, 2002 and 2001, respectively, in restricted trusts for
its nonqualified plans. These trusts are included in other noncurrent assets in
the Company's Consolidated Balance Sheets.
During 2001, the Company received approval from the Internal Revenue Service to
terminate one of its plans related to a business that was previously sold and
distribute all the plan's assets. The Company terminated the plan and settled
all of its obligations by making lump-sum distributions or purchasing annuity
contracts for its participants.
The following table shows reconciliations of the pension plans and other
postretirement plan benefits as of November 30, 2002 and 2001. The accrued
pension benefit liability included an unfunded benefit obligation of $6,128 and
$6,974 as of November 30, 2002 and 2001, respectively. The obligations for the
U.S. pension plans have been determined with a weighted average discount rate of
6.75% and 7.25% in 2002 and 2001, respectively, and a rate of increase in future
compensation of primarily 5.0% in both years. The expected weighted average
long-term rate of return was 9.0% in both 2002 and 2001. The Company expects to
lower that assumption to 8.5% in fiscal year 2003. The non-U.S. pension plan
obligation was determined with a weighted average discount rate of 5.75%, a
rate of increase in future compensation of 3.75% and an expected weighted
average long-term rate of return assumption of 7.5%.
<Table>
<Caption>
Pension Postretirement
Benefits Benefits
-------------------------- --------------------------
2002 2001 2002 2001
---------- ---------- ---------- ----------
Change in benefit obligation:
Benefit obligation
at beginning of year ..................... $ 76,423 $ 68,980 $ 3,535 $ 4,082
Addition of non-U.S. plan .................. 6,323 -- -- --
Service cost ............................... 3,884 3,142 112 107
Interest cost .............................. 5,755 5,114 247 305
Plan participants' contributions ........... 57 -- -- --
Amendments ................................. 225 1,154 -- --
Actuarial losses / (gains) ................. 1,240 3,750 (105) (808)
Benefits paid .............................. (4,791) (5,717) (128) (151)
---------- ---------- ---------- ----------
Benefit obligation at end of year .......... 89,116 76,423 3,661 3,535
---------- ---------- ---------- ----------
Change in plan assets:
Fair value of plan assets
at beginning of year ..................... 70,505 86,686 -- --
Addition of non-U.S. plan .................. 5,405 -- -- --
Actual return on plan assets ............... (3,566) (10,726) -- --
Employer contributions ..................... 5,092 -- -- --
Plan participants' contributions ........... 57 -- -- --
Benefits paid .............................. (4,524) (5,455) -- --
---------- ---------- ---------- ----------
Fair value of plan assets
at end of year ........................... 72,969 70,505 -- --
---------- ---------- ---------- ----------
Funded status .............................. (16,147) (5,918) (3,661) (3,535)
Unrecognized prior service cost ............ 1,411 1,320 -- --
Unrecognized net
actuarial loss / (gain) .................. 30,203 18,319 (659) (570)
---------- ---------- ---------- ----------
Net amount recognized ...................... $ 15,467 $ 13,721 $ (4,320) $ (4,105)
========== ========== ========== ==========
Amounts recognized in the
Consolidated Balance Sheets include:
Prepaid benefit cost .................. $ 21,771 $ 18,939 $ -- $ --
Accrued benefit liability ............. (8,092) (5,218) (4,320) (4,105)
Accumulated other
comprehensive income, pretax ........ 1,788 -- -- --
---------- ---------- ---------- ----------
Net amount recognized ...................... $ 15,467 $ 13,721 $ (4,320) $ (4,105)
========== ========== ========== ==========
</Table>
The components of net periodic benefit cost for pensions are shown below.
<Table>
<Caption>
Pension Benefits
------------------------------------------
2002 2001 2000
---------- ---------- ----------
Components of net periodic benefit cost:
Service cost ................................... $ 3,887 $ 3,142 $ 3,122
Interest cost .................................. 5,759 5,114 5,021
Expected return on plan assets ................. (6,793) (7,527) (7,695)
Amortization of unrecognized:
Net transition asset ........................ -- -- (1,056)
Prior service cost .......................... 134 22 21
Net actuarial loss .......................... 628 5 7
Settlement cost for a terminated plan ....... -- 669 --
---------- ---------- ----------
Net periodic benefit cost / (income) ............ $ 3,615 $ 1,425 $ (580)
========== ========== ==========
</Table>
The postretirement obligations represent a fixed dollar amount per retiree. The
Company has the right to modify or terminate these benefits. The participants
will assume substantially all future health care benefit cost increases, and
future increases in health care costs will not increase the postretirement
benefit obligation or cost to the Company. Therefore, the Company has not
assumed any annual rate of increase in the per capita cost
of covered health care benefits for future years. The components of net
periodic benefit cost for postretirement health care benefits are shown below.
<Table>
<Caption>
Postretirement Benefits
-----------------------------------------------
2002 2001 2000
------------ ------------ ------------
Components of net periodic benefit cost:
Service cost ........................................ $ 112 $ 107 $ 92
Interest cost ....................................... 247 305 280
Net actuarial gain .................................. (16) -- --
------------ ------------ ------------
Net periodic benefit cost ............................. $ 343 $ 412 $ 372
============ ============ ============
</Table>
The Company also sponsors various defined contribution plans that provide
employees with an opportunity to accumulate funds for their retirement. The
Company matches the contributions of participating employees based on the
percentages specified in the respective plans. The Company recognized expense
related to these plans of $1,460, $1,395 and $1,408 in 2002, 2001 and 2000,
respectively.
J. INCOME TAXES
The provision for income taxes consisted of:
<Table>
<Caption>
2002 2001 2000
------------ ------------ ------------
Current:
Federal ............................................. $ 19,304 $ 21,644 $ 17,693
State ............................................... 2,860 2,751 2,574
Foreign ............................................. 2,049 1,460 1,063
Deferred .............................................. 560 (2,051) 1,871
------------ ------------ ------------
$ 24,773 $ 23,804 $ 23,201
============ ============ ============
</Table>
Income taxes paid, net of refunds, totaled $17,678, $26,858 and $16,458 during
2002, 2001 and 2000, respectively.
Earnings before income taxes and minority interests included the following
components:
<Table>
<Caption>
2002 2001 2000
------------ ------------ ------------
Domestic income ....................................... $ 68,713 $ 62,664 $ 60,471
Foreign income ........................................ 2,737 3,070 3,016
------------ ------------ ------------
$ 71,450 $ 65,734 $ 63,487
============ ============ ============
</Table>
The provision for income taxes resulted in effective tax rates that differ from
the statutory federal income tax rates. The reasons for these differences are as
follows:
<Table>
<Caption>
Percent of Pretax Earnings
-----------------------------------------------
2002 2001 2000
------------ ------------ ------------
Statutory U.S. tax rates .............................. 35.0% 35.0% 35.0%
State income taxes, net of federal benefit ............ 2.7 2.6 2.6
Foreign sales ......................................... (1.0) (1.1) (0.8)
Tax credits ........................................... (2.8) (0.6) (0.5)
Other, net ............................................ 0.8 0.3 0.2
------------ ------------ ------------
Consolidated effective income tax rate ................ 34.7% 36.2% 36.5%
============ ============ ============
</Table>
The components of the net deferred tax liability as of November 30, 2002 and
2001 were as follows:
<Table>
<Caption>
2002 2001
------------ ------------
Deferred tax assets:
Deferred compensation ..................... $ 5,654 $ 4,304
Other postretirement benefits ............. 1,025 931
Foreign net operating loss carryforwards .. 839 406
Accounts receivable ....................... 3,501 3,385
Inventories ............................... 3,522 3,113
Other comprehensive income items .......... -- 1,026
Accrued liabilities and other ............. 5,815 2,915
Valuation allowance ....................... (585) --
------------ ------------
Total deferred tax assets, net .............. 19,771 16,080
------------ ------------
Deferred tax liabilities:
Pensions .................................. (4,977) (5,069)
Plant assets .............................. (14,023) (12,081)
Intangibles ............................... (2,721) (526)
------------ ------------
Total deferred tax liabilities .............. (21,721) (17,676)
------------ ------------
Net deferred tax liability .................. $ (1,950) $ (1,596)
============ ============
</Table>
A valuation allowance was recorded in fiscal 2002 to reflect the estimated
amount of deferred tax assets that may not be realized due to foreign net
operating loss carryforward limitations. The Company expects to realize the
deferred tax assets through the reversal of taxable temporary differences and
future earnings.
As of November 30, 2002, the Company has not provided taxes on unremitted
foreign earnings of approximately $4,423 that are intended to be indefinitely
reinvested to finance operations and expansion outside the United States. If
such earnings were distributed beyond the amount for which taxes have been
provided, foreign tax credits would substantially offset any incremental U.S.
tax liability.
K. CONTINGENCIES
The Company is involved in legal actions arising in the normal course of
business. Additionally, the Company is party to various proceedings relating to
environmental issues. The U.S. Environmental Protection Agency (EPA) and/or
other responsible state agencies have designated the Company as a potentially
responsible party (PRP), along with other companies, in remedial activities for
the cleanup of waste sites under the federal Superfund statute.
During fiscal 2002, the Company was addressing two claims for environmental
remediation costs at two sites where it has been named a potentially responsible
party. Negotiated settlements have been reached concerning waste disposal by the
Company and other companies at these sites in Maryland and Illinois at a total
accrued cost to the Company of less than $50.
Although it is not certain what future environmental claims, if any, may be
asserted, the Company currently believes that its potential liability for known
environmental matters does not exceed its present accrual of $50. However,
environmental and related remediation costs are difficult to quantify for a
number of reasons, including the number of parties involved, the difficulty in
determining the extent of the contamination, the length of time remediation may
require, the complexity of the environmental regulation and the continuing
advancement of remediation
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
technology. Applicable federal law may impose joint and several liability on
each PRP for the cleanup.
It is the opinion of management, after consultation with legal counsel that
additional liabilities, if any, resulting from these legal or environmental
issues, are not expected to have a material adverse effect on the Company's
financial condition or consolidated results of operations.
L. PREFERRED STOCK PURCHASE RIGHTS
In March 1996, the Board of Directors of CLARCOR adopted a Shareholder Rights
Plan to replace an existing plan that expired on April 25, 1996. Under the terms
of the Plan, each shareholder received rights to purchase shares of CLARCOR
Series B Junior Participating Preferred Stock. The rights become exercisable
only after the earlier to occur of (i) 10 business days after the first public
announcement that a person or group (other than a CLARCOR related entity) has
become the beneficial owner of 15% or more of the outstanding shares of CLARCOR
Common Stock; or (ii) 10 business days (unless extended by the CLARCOR Board in
accordance with the Rights Agreement) after the commencement of, or the
intention to make, a tender or exchange offer, the consummation of which would
result in any person or group (other than a CLARCOR-related entity) becoming
such a 15% beneficial owner. Each right entitles the holder to buy one-hundredth
of a share of such preferred stock at an exercise price of $80 subject to
certain adjustments.
Once the rights become exercisable, each right will entitle the holder, other
than the acquiring person or group, to purchase a number of CLARCOR common
shares at a 50% discount to the then-market price of CLARCOR Common Stock. In
addition, under certain circumstances, if the rights become exercisable, the
holder will be entitled to purchase the stock of the acquiring individual or
group at a 50% discount. The Board may also elect to redeem the rights at $.01
per right. The rights expire on April 25, 2006.
The authorized preferred stock includes 300,000 shares designated as Series B
Junior Participating Preferred Stock.
M. INCENTIVE PLAN
In 1994, the shareholders of CLARCOR adopted the 1994 Incentive Plan, which
allows the Company to grant stock options, restricted stock and performance
awards to officers, directors and key employees. The 1994 Incentive Plan
incorporates the various incentive plans in existence prior to March 1994.
The 1994 Incentive Plan, as amended on March 25, 2000, allows grants and awards
of up to 1.5% of the outstanding common stock as of January 1 of each calendar
year. In addition, the Compensation and Stock Option Committee of the Company's
Board of Directors may approve an additional 1% of outstanding common stock to
be awarded during any calendar year. Any portion that is not granted in a given
year is available for future grants. After the close of fiscal year 2002,
330,595 shares were granted, including the restricted stock units discussed
hereafter.
The following is a description and a summary of key provisions related to this
Plan.
STOCK OPTIONS
In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation," the
Company accounts for stock-based compensation using the intrinsic value method
as prescribed under Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related Interpretations and provides the
disclosure-only provisions of SFAS No. 123.
Nonqualified stock options may, at the discretion of the Board of Directors, be
granted at the fair market value at the date of grant or at an exercise price
less than the fair market value at the date of grant. Options granted to key
employees prior to the end of fiscal year 2000 vest 25% per year beginning at
the end of the third year; therefore, they become fully exercisable at the end
of six years. Options granted to key employees after the close of fiscal year
2000 vest 25% per year beginning at the end of the first year; therefore, they
become fully exercisable at the end of four years. Options granted to
non-employee directors vest immediately. All options expire ten years from the
date of grant unless otherwise terminated.
The following table summarizes the activity under the nonqualified stock option
plans.
<Table>
<Caption>
2002 2001 2000
-------------------------- -------------------------- --------------------------
WEIGHTED Weighted Weighted
AVERAGE Average Average
EXERCISE Exercise Exercise
SHARES PRICE Shares Price Shares Price
---------- ---------- ---------- ---------- ---------- ----------
Outstanding
at beginning of year .......... 2,324,130 $ 16.83 2,286,026 $ 14.53 2,239,162 $ 14.83
Granted at fair market value
on dates of grants ............ 356,925 28.19 449,366 19.93 412,404 17.80
Exercised/surrendered ........... (634,787) 15.00 (411,262) 14.15 (365,540) 12.75
---------- ---------- ---------- ---------- ---------- ----------
Outstanding
at end of year ................ 2,046,268 $ 19.38 2,324,130 $ 16.83 2,286,026 $ 14.53
========== ========== ========== ========== ========== ==========
Options exercisable
at end of year ................ 1,381,858 $ 18.52 1,531,152 $ 16.06 1,508,859 $ 14.68
========== ========== ========== ========== ========== ==========
</Table>
The following table summarizes information about the options at November 30,
2002.
<Table>
<Caption>
Options Outstanding Options Exercisable
------------------------------------- --------------------
Weighted Weighted Weighted
Range of Average Average Average
Exercise Exercise Remaining Exercise
Prices Number Price Life in Years Number Price
- -------- ------- -------- ------------- ------- --------
$12.17 - $17.94 747,213 $ 15.45 4.63 560,145 $ 14.62
$18.38 - $24.01 946,406 $ 19.25 6.34 668,095 $ 19.42
$25.55 - $32.02 352,649 $ 28.07 8.57 153,618 $ 28.83
</Table>
In addition, stock options outstanding and exercisable at November 30, 2002 and
2001 assumed as part of the UAS acquisition were 1,090 and 6,949, respectively.
These substitute options have an exercisable price per share of $5.94 at
November 30, 2002 and expire in 2005.
RESTRICTED STOCK AWARDS
During 2002 and 2001, respectively, the Company granted 25,436 and 44,404
restricted units of Company common stock with a fair value of $27.50 and $18.50
per share, the respective market price of the stock at the date granted. The
restricted
share units require no payment from the employee and compensation cost is
recorded based on the market price 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 dividends declared on common shares.
Upon vesting, the employee may elect to defer receipt of their shares.
Subsequent to the end of fiscal year 2002, the Company granted 22,645 restricted
stock units in December 2002 at the then-market price of $32.30.
Compensation expense related to restricted stock awards and long range
performance stock awards totaled $426, $618 and $901 in 2002, 2001 and 2000,
respectively. There have been no grants of long range shares or units since
December 1999 and no future awards of long range performance shares or units are
expected to be granted.
DIRECTORS' RESTRICTED STOCK COMPENSATION
The amended 1994 Incentive Plan provides for grants of shares of common stock to
all non-employee directors equal to a one-year annual retainer in lieu of cash.
The directors' rights to the shares vest immediately on the date of grant. In
2002 and 2001, respectively, 8,120 and 10,618 shares of Company common stock
were issued under the amended plan. Compensation expense for the plan totaled
$260, $260 and $184 in 2002, 2001 and 2000, respectively.
FAIR VALUE ACCOUNTING (SFAS NO. 123)
If the Company had determined compensation expense for its stock-based
compensation plans based on the fair value at the grant dates consistent with
the method of SFAS No. 123, the Company's pro forma net earnings and diluted
earnings per share would have been $45,114, $40,760 and $39,520 and $1.79, $1.64
and $1.61 for 2002, 2001 and 2000, respectively.
The fair value of each option grant is estimated on the date of grant using the
Black-Scholes option pricing model with the following weighted average
assumptions for 2002, 2001 and 2000. Adjustments for forfeitures are made as
they occur.
<Table>
<Caption>
2002 2001 2000
---------- ---------- ----------
Risk-free interest rate ................ 4.70% 5.53% 6.34%
Expected dividend yield ................ 1.91% 2.50% 2.47%
Expected volatility factor ............. 25.50% 25.50% 25.00%
Expected option term (in years) ........ 7.0 7.0 7.0
</Table>
The weighted average fair value per option at the date of grant for options
granted in 2002, 2001 and 2000 was $7.87, $5.12 and $5.28, respectively.
N. EARNINGS PER SHARE
The Company calculates and presents 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 if exercised during
the periods presented using the treasury stock method. The following table
provides a reconciliation of the denominators utilized in the calculation of
basic and diluted earnings per share:
<Table>
<Caption>
2002 2001 2000
------------ ------------ ------------
Net Earnings .......................................... $ 46,601 $ 41,893 $ 40,237
Basic EPS:
Weighted average number of common
shares outstanding ............................... 24,839,812 24,535,199 24,269,675
Basic per share amount ......................... $ 1.88 $ 1.71 $ 1.66
============ ============ ============
Diluted EPS:
Weighted average number of common
shares outstanding ............................... 24,839,812 24,535,199 24,269,675
Dilutive effect of stock options .................... 332,119 356,863 236,496
------------ ------------ ------------
Diluted weighted average number of
common shares outstanding ...................... 25,171,931 24,892,062 24,506,171
Diluted per share amount ......................... $ 1.85 $ 1.68 $ 1.64
============ ============ ============
</Table>
For fiscal years ended November 30, 2002, 2001 and 2000, respectively, 55,458,
28,491 and 682,866 stock options with a weighted average exercise price of
$31.66, $25.97 and $19.34 were not included in the computation of diluted
earnings per share as the exercise prices of the options were greater than the
average market price of the common shares during the respective periods.
O. UNAUDITED QUARTERLY FINANCIAL DATA
The unaudited quarterly data for 2002 and 2001 were as follows:
<Table>
<Caption>
First Second Third Fourth
Quarter Quarter Quarter Quarter Total
---------- ---------- ---------- ---------- ----------
2002:
NET SALES .............. $ 158,262 $ 176,510 $ 189,368 $ 191,423 $ 715,563
GROSS PROFIT ........... 44,710 51,300 53,558 57,722 207,290
NET EARNINGS ........... 7,998 10,607 12,185 15,811 46,601
NET EARNINGS
PER COMMON SHARE:
BASIC .............. $ 0.32 $ 0.43 $ 0.49 $ 0.63 $ 1.88
DILUTED ............ $ 0.32 $ 0.42 $ 0.48 $ 0.62 $ 1.85
2001:
Net sales .............. $ 156,197 $ 159,505 $ 175,645 $ 175,617 $ 666,964
Gross profit ........... 46,286 45,344 50,306 53,551 195,487
Net earnings ........... 9,804 8,936 10,257 12,896 41,893
Net earnings
per common share:
Basic ............. $ 0.40 $ 0.36 $ 0.42 $ 0.52 $ 1.71
Diluted ........... $ 0.40 $ 0.36 $ 0.41 $ 0.51 $ 1.68
</Table>
The Company recorded a research and experiment tax credit during the fourth
quarter of 2002 that decreased income taxes $1,000 and increased diluted EPS by
$0.04.
During the first quarter of 2001, the Company received a settlement payment of
$7,000 for the early termination of a supply and license agreement and in
connection therewith recognized an impairment loss in its Packaging segment of
$2,422 related to certain plant assets as discussed in Note D.
P. SEGMENT INFORMATION
Based on the economic characteristics of the Company's business activities, the
nature of products, customers and markets served, and the performance evaluation
by management and
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(DOLLARS IN THOUSANDS EXCEPT PER SHARE DATA)
the Company's Board of Directors, the Company has identified three reportable
segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and
Packaging.
The Engine/Mobile Filtration segment manufactures and markets a complete line of
filters used in the filtration of oils, air, fuel, coolant, hydraulic and
transmission fluids in both domestic and international markets. The
Engine/Mobile Filtration segment provides filters for certain types of
transportation equipment including automobiles, heavy-duty and light trucks,
buses and locomotives, marine and mining equipment, industrial equipment and
heavy-duty construction and agricultural equipment. The products are sold to
aftermarket distributors, original equipment manufacturers and dealer networks,
private label accounts and directly to truck service centers and large national
accounts.
The Industrial/Environmental Filtration segment manufactures and markets a
complete line of filters, cartridges, dust collectors and filtration systems
used in the filtration of air and industrial fluid processes in both domestic
and international markets. The filters and filter systems are used in commercial
and industrial buildings, hospitals, manufacturing processes, pharmaceutical
processes, clean rooms, airports, shipyards, refineries, power generation plants
and residences. The products are sold to commercial and industrial distributors,
original equipment manufacturers and dealer networks, private label accounts,
retailers and directly to large national accounts.
The Packaging segment manufactures and markets consumer and industrial packaging
products including custom-designed plastic and metal containers and closures and
lithographed metal sheets in both domestic and international markets. The
products are sold directly to consumer and industrial packaging customers. As
discussed in Note O, the Company received a settlement payment of $7,000 for the
early termination of a supply and license agreement and in connection therewith
recognized an impairment loss in its Packaging segment of $2,422 related to
certain plant assets as discussed in Note D. The segment's sales of plastic
closures were reduced in 2001 as a result of the termination of the agreement.
Net sales represent sales to unaffiliated customers. No single customer or class
of product accounted for 10% or more of the Company's consolidated 2002 sales.
Intersegment sales are not material. Assets are those assets used in each
business segment. Corporate assets consist of cash and short-term cash
investments, deferred income taxes, headquarters facility and equipment, pension
assets and various other assets that are not specific to an operating segment.
Unallocated amounts include interest income and expense and other non-operating
income and expense items.
The segment data for the years ended November 30, 2002, 2001 and 2000 were as
follows:
<Table>
<Caption>
2002 2001 2000
------------ ------------ ------------
Net sales:
Engine/Mobile Filtration .............................. $ 263,512 $ 250,960 $ 259,791
Industrial/Environmental Filtration ................... 383,613 346,394 319,746
Packaging ............................................. 68,438 69,610 72,611
------------ ------------ ------------
$ 715,563 $ 666,964 $ 652,148
============ ============ ============
Operating profit:
Engine/Mobile Filtration .............................. $ 52,779 $ 51,785 $ 49,162
Industrial/Environmental Filtration ................... 20,670 16,761 18,433
Packaging ............................................. 4,326 7,264 8,392
------------ ------------ ------------
77,775 75,810 75,987
Other income (expense) ................................ (6,325) (10,076) (12,500)
------------ ------------ ------------
Earnings before income taxes
and minority interests .............................. $ 71,450 $ 65,734 $ 63,487
============ ============ ============
Identifiable assets:
Engine/Mobile Filtration .............................. $ 152,209 $ 135,265 $ 144,563
Industrial/Environmental Filtration ................... 306,206 303,901 271,669
Packaging ............................................. 42,114 41,652 41,891
Corporate ............................................. 45,590 49,799 43,807
------------ ------------ ------------
$ 546,119 $ 530,617 $ 501,930
============ ============ ============
Additions to plant assets:
Engine/Mobile Filtration .............................. $ 4,208 $ 3,852 $ 7,588
Industrial/Environmental Filtration ................... 5,386 8,746 10,842
Packaging ............................................. 2,242 5,404 8,045
Corporate ............................................. 368 202 2,530
------------ ------------ ------------
$ 12,204 $ 18,204 $ 29,005
============ ============ ============
Depreciation and amortization:
Engine/Mobile Filtration .............................. $ 7,328 $ 7,725 $ 7,475
Industrial/Environmental Filtration ................... 8,642 10,711 10,145
Packaging ............................................. 3,096 2,725 2,832
Corporate ............................................. 694 689 627
------------ ------------ ------------
$ 19,760 $ 21,850 $ 21,079
============ ============ ============
</Table>
As discussed in Note A with the adoption of SFAS No. 142, the Company no longer
amortizes goodwill or trademarks. Nonrecurring amortization expense recorded in
operating profit in 2001 and 2000 was $443 and $450, respectively, in the
Engine/Mobile Filtration segment and $2,464 and $2,089, respectively, in the
Industrial/Environmental segment. The Packaging segment operating profit did not
include any nonrecurring amortization in 2001 or 2000.
Financial data relating to the geographic areas in which the Company operates
are shown for the years ended November 30, 2002, 2001 and 2000. Net sales by
geographic area are based on sales to final customers within that region.
<Table>
<Caption>
2002 2001 2000
------------ ------------ ------------
Net sales:
United States ......................................... $ 599,937 $ 549,210 $ 532,210
Europe ................................................ 56,130 58,490 60,250
Other international ................................... 59,496 59,264 59,688
------------ ------------ ------------
$ 715,563 $ 666,964 $ 652,148
============ ============ ============
Plant assets, at cost,
less accumulated depreciation:
United States ......................................... $ 125,508 $ 131,171 $ 133,323
Europe ................................................ 6,239 5,144 5,695
Other international ................................... 1,145 1,001 1,103
------------ ------------ ------------
$ 132,892 $ 137,316 $ 140,121
============ ============ ============
</Table>