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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Clarcor Inc. (delisted) | NYSE:CLC | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 83.00 | 0.00 | 01:00:00 |
|
X
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
CLARCOR Inc.
|
|
|
(Exact name of registrant as specified in its charter)
|
|
Delaware
|
1-11024
|
36-0922490
|
(State or other jurisdiction of
incorporation or organization)
|
(Commission File Number)
|
(I.R.S. Employer
Identification No.)
|
|
|
|
840 Crescent Centre Drive, Suite 600, Franklin, Tennessee 37067
|
||
(Address of principal executive offices)
|
Registrant’s telephone number, including area code:
|
615-771-3100
|
No Change
|
(Former name, former address and former fiscal year, if changed since last report.)
|
Large accelerated filer
|
X
|
Accelerated filer
|
|
Non-accelerated filer
|
|
Smaller reporting company
|
|
TABLE OF CONTENTS
|
|||
|
|
|
|
|
|
PAGE
|
|
|
|
||
Financial Statements
|
|
||
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
|
||
Quantitative and Qualitative Disclosures About Market Risk
|
|
||
Controls and Procedures
|
|
||
|
|
|
|
|
|
||
Item 1
.
|
Legal Proceedings
|
|
|
Risk Factors
|
|
||
Unregistered Sales of Equity Securities and Use of Proceeds
|
|
||
Item 3.
|
Defaults Upon Senior Securities
|
|
*
|
Item 4.
|
Mine Safety Disclosures
|
|
*
|
Item 5.
|
Other Information
|
|
*
|
Exhibits
|
|
||
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Net sales
|
|
$
|
364,968
|
|
|
$
|
399,799
|
|
|
$
|
681,240
|
|
|
$
|
750,922
|
|
Cost of sales
|
|
243,107
|
|
|
266,189
|
|
|
458,478
|
|
|
504,337
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
121,861
|
|
|
133,610
|
|
|
222,762
|
|
|
246,585
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Selling and administrative expenses
|
|
68,077
|
|
|
74,667
|
|
|
137,019
|
|
|
148,449
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Operating profit
|
|
53,784
|
|
|
58,943
|
|
|
85,743
|
|
|
98,136
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Other income (expense):
|
|
|
|
|
|
|
|
|
||||||||
Interest expense
|
|
(1,869
|
)
|
|
(1,556
|
)
|
|
(3,981
|
)
|
|
(2,627
|
)
|
||||
Interest income
|
|
130
|
|
|
90
|
|
|
259
|
|
|
231
|
|
||||
Other, net
|
|
26,934
|
|
|
(422
|
)
|
|
27,448
|
|
|
(538
|
)
|
||||
|
|
25,195
|
|
|
(1,888
|
)
|
|
23,726
|
|
|
(2,934
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Earnings before income taxes
|
|
78,979
|
|
|
57,055
|
|
|
109,469
|
|
|
95,202
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Provision for income taxes
|
|
25,608
|
|
|
18,482
|
|
|
34,908
|
|
|
29,892
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings
|
|
53,371
|
|
|
38,573
|
|
|
74,561
|
|
|
65,310
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to noncontrolling interests
|
|
(17
|
)
|
|
(76
|
)
|
|
(44
|
)
|
|
(104
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to CLARCOR Inc.
|
|
$
|
53,354
|
|
|
$
|
38,497
|
|
|
$
|
74,517
|
|
|
$
|
65,206
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to CLARCOR Inc. - Basic
|
|
$
|
1.10
|
|
|
$
|
0.77
|
|
|
$
|
1.53
|
|
|
$
|
1.30
|
|
Net earnings per share attributable to CLARCOR Inc. - Diluted
|
|
$
|
1.09
|
|
|
$
|
0.76
|
|
|
$
|
1.52
|
|
|
$
|
1.28
|
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average number of shares outstanding - Basic
|
|
48,714,109
|
|
|
50,209,215
|
|
|
48,758,579
|
|
|
50,232,565
|
|
||||
Weighted average number of shares outstanding - Diluted
|
|
49,153,624
|
|
|
50,791,198
|
|
|
49,128,974
|
|
|
50,791,840
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Dividends paid per share
|
|
$
|
0.2200
|
|
|
$
|
0.2000
|
|
|
$
|
0.4400
|
|
|
$
|
0.4000
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Net earnings
|
|
$
|
53,371
|
|
|
$
|
38,573
|
|
|
$
|
74,561
|
|
|
$
|
65,310
|
|
|
|
|
|
|
|
|
|
|
||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
Pension and other postretirement benefits liability adjustments, net of deferred taxes of $(399), $(335), $(637) and $(597), respectively
|
|
525
|
|
|
525
|
|
|
1,004
|
|
|
1,124
|
|
||||
Foreign currency translation gain (loss)
|
|
8,812
|
|
|
(5,720
|
)
|
|
(3,124
|
)
|
|
(22,334
|
)
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings
|
|
62,708
|
|
|
33,378
|
|
|
72,441
|
|
|
44,100
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings attributable to non-redeemable noncontrolling interests
|
|
(14
|
)
|
|
(50
|
)
|
|
41
|
|
|
(18
|
)
|
||||
Comprehensive earnings attributable to redeemable noncontrolling interests
|
|
—
|
|
|
12
|
|
|
—
|
|
|
155
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive earnings attributable to CLARCOR Inc.
|
|
$
|
62,694
|
|
|
$
|
33,340
|
|
|
$
|
72,482
|
|
|
$
|
44,237
|
|
|
|
|
|
|
|
|
|
|
|
May 28,
2016 |
|
November 28,
2015 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
117,599
|
|
|
$
|
101,529
|
|
Accounts receivable, less allowance for losses of $12,846 and $14,765, respectively
|
251,177
|
|
|
258,280
|
|
||
Inventories
|
253,857
|
|
|
274,825
|
|
||
Income taxes receivable
|
—
|
|
|
3,781
|
|
||
Prepaid expenses and other current assets
|
18,859
|
|
|
26,380
|
|
||
Total current assets
|
641,492
|
|
|
664,795
|
|
||
|
|
|
|
||||
Property, plant and equipment, at cost, less accumulated depreciation of $296,676 and $286,335, respectively
|
298,712
|
|
|
301,019
|
|
||
Asset held for sale
|
533
|
|
|
533
|
|
||
Goodwill
|
511,483
|
|
|
506,265
|
|
||
Acquired intangible assets, less accumulated amortization
|
323,946
|
|
|
329,155
|
|
||
Deferred income taxes
|
3,535
|
|
|
3,651
|
|
||
Other noncurrent assets
|
10,256
|
|
|
13,038
|
|
||
Total assets
|
$
|
1,789,957
|
|
|
$
|
1,818,456
|
|
|
|
|
|
||||
LIABILITIES
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
||
Current portion of long-term debt
|
$
|
12,771
|
|
|
$
|
7,788
|
|
Accounts payable
|
85,930
|
|
|
87,546
|
|
||
Accrued liabilities
|
87,970
|
|
|
106,410
|
|
||
Income taxes payable
|
9,098
|
|
|
1,956
|
|
||
Total current liabilities
|
195,769
|
|
|
203,700
|
|
||
|
|
|
|
||||
Long-term debt, less current portion
|
329,795
|
|
|
397,368
|
|
||
Long-term pension and postretirement healthcare benefits liabilities
|
30,412
|
|
|
31,577
|
|
||
Deferred income taxes
|
75,443
|
|
|
64,908
|
|
||
Other long-term liabilities
|
14,452
|
|
|
10,438
|
|
||
Total liabilities
|
645,871
|
|
|
707,991
|
|
||
|
|
|
|
||||
SHAREHOLDERS' EQUITY
|
|
|
|
|
|
||
Capital stock
|
48,752
|
|
|
49,111
|
|
||
Capital in excess of par value
|
9,654
|
|
|
—
|
|
||
Accumulated other comprehensive loss
|
(90,172
|
)
|
|
(88,052
|
)
|
||
Retained earnings
|
1,175,169
|
|
|
1,148,510
|
|
||
Total CLARCOR Inc. equity
|
1,143,403
|
|
|
1,109,569
|
|
||
Noncontrolling interests
|
683
|
|
|
896
|
|
||
Total shareholders' equity
|
1,144,086
|
|
|
1,110,465
|
|
||
Total liabilities and shareholders' equity
|
$
|
1,789,957
|
|
|
$
|
1,818,456
|
|
|
Six Months Ended
|
||||||
|
May 28,
2016 |
|
May 30,
2015 |
||||
Cash flows from operating activities:
|
|
|
|
||||
Net earnings
|
$
|
74,561
|
|
|
$
|
65,310
|
|
Depreciation
|
16,799
|
|
|
15,583
|
|
||
Amortization
|
12,395
|
|
|
12,523
|
|
||
Other noncash items
|
221
|
|
|
104
|
|
||
Net loss (gain) on disposition of assets
|
769
|
|
|
(1,418
|
)
|
||
Stock-based compensation expense
|
4,335
|
|
|
6,994
|
|
||
Excess tax benefit from stock-based compensation
|
(923
|
)
|
|
(995
|
)
|
||
Change in assets and liabilities
|
47,819
|
|
|
(30,871
|
)
|
||
Net cash provided by operating activities
|
155,976
|
|
|
67,230
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Restricted cash
|
(165
|
)
|
|
—
|
|
||
Business acquisitions, net of cash acquired
|
(19,166
|
)
|
|
(20,881
|
)
|
||
Additions to plant assets
|
(12,415
|
)
|
|
(37,992
|
)
|
||
Proceeds from disposition of plant assets
|
257
|
|
|
4,792
|
|
||
Investment in affiliates
|
—
|
|
|
(525
|
)
|
||
Net cash used in investing activities
|
(31,489
|
)
|
|
(54,606
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net (payments) borrowings on revolving credit facility
|
(60,000
|
)
|
|
15,000
|
|
||
Payments on term loan facility
|
(2,500
|
)
|
|
—
|
|
||
Payments on long-term debt
|
(146
|
)
|
|
(8,536
|
)
|
||
Sale of capital stock under stock option and employee purchase plans
|
16,083
|
|
|
5,360
|
|
||
Acquisition of noncontrolling interest
|
—
|
|
|
(1,239
|
)
|
||
Payments for repurchase of common stock
|
(38,211
|
)
|
|
(16,110
|
)
|
||
Excess tax benefit from stock-based compensation
|
923
|
|
|
995
|
|
||
Dividend paid to noncontrolling interests
|
(172
|
)
|
|
(206
|
)
|
||
Cash dividends paid
|
(21,503
|
)
|
|
(20,124
|
)
|
||
Net cash used in financing activities
|
(105,526
|
)
|
|
(24,860
|
)
|
||
Net effect of exchange rate changes on cash
|
(2,891
|
)
|
|
9
|
|
||
Net change in cash and cash equivalents
|
16,070
|
|
|
(12,227
|
)
|
||
Cash and cash equivalents, beginning of period
|
101,529
|
|
|
94,064
|
|
||
Cash and cash equivalents, end of period
|
$
|
117,599
|
|
|
$
|
81,837
|
|
|
|
|
|
||||
Cash paid during the period for:
|
|
|
|
|
|
||
Interest
|
$
|
3,103
|
|
|
$
|
2,478
|
|
Income taxes, net of refunds
|
$
|
11,921
|
|
|
$
|
26,505
|
|
1.
|
BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES
|
|
May 28,
2016 |
|
November 28,
2015 |
||||
Raw materials
|
$
|
97,671
|
|
|
$
|
99,129
|
|
Work in process
|
34,678
|
|
|
43,907
|
|
||
Finished products
|
121,508
|
|
|
131,789
|
|
||
Inventories
|
$
|
253,857
|
|
|
$
|
274,825
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
Pension Benefits
|
|
Foreign Currency Translation Adjustments
|
|
Total
|
||||||
Balance at February 27, 2016, net of tax
|
$
|
(35,524
|
)
|
|
$
|
(63,985
|
)
|
|
$
|
(99,509
|
)
|
Other comprehensive income (loss) before reclassifications and tax
|
22
|
|
|
8,812
|
|
|
8,834
|
|
|||
Tax benefit
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Other comprehensive income (loss) before reclassifications, net of tax
|
14
|
|
|
8,812
|
|
|
8,826
|
|
|||
Reclassifications, before tax
|
902
|
|
(a)
|
—
|
|
|
902
|
|
|||
Tax expense
|
(391
|
)
|
|
—
|
|
|
(391
|
)
|
|||
Reclassifications, net of tax
|
511
|
|
|
—
|
|
|
511
|
|
|||
Other comprehensive income, net of tax
|
525
|
|
|
8,812
|
|
|
9,337
|
|
|||
Balance at May 28, 2016, net of tax
|
$
|
(34,999
|
)
|
|
$
|
(55,173
|
)
|
|
$
|
(90,172
|
)
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
||||||
Balance at November 28, 2015, net of tax
|
$
|
(36,003
|
)
|
|
$
|
(52,049
|
)
|
|
$
|
(88,052
|
)
|
Other comprehensive loss before reclassifications and tax
|
(163
|
)
|
|
(3,124
|
)
|
|
(3,287
|
)
|
|||
Tax benefit
|
59
|
|
|
—
|
|
|
59
|
|
|||
Other comprehensive loss before reclassifications, net of tax
|
(104
|
)
|
|
(3,124
|
)
|
|
(3,228
|
)
|
|||
Reclassifications, before tax
|
1,804
|
|
(a)
|
—
|
|
|
1,804
|
|
|||
Tax expense
|
(696
|
)
|
|
—
|
|
|
(696
|
)
|
|||
Reclassifications, net of tax
|
1,108
|
|
|
—
|
|
|
1,108
|
|
|||
Other comprehensive income (loss), net of tax
|
1,004
|
|
|
(3,124
|
)
|
|
(2,120
|
)
|
|||
Balance at May 28, 2016, net of tax
|
$
|
(34,999
|
)
|
|
$
|
(55,173
|
)
|
|
$
|
(90,172
|
)
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
2.
|
BUSINESS ACQUISITIONS AND NONCONTROLLING INTERESTS
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
Accounts receivable
|
$
|
3,180
|
|
|
Inventories
|
2,042
|
|
||
Other current assets
|
118
|
|
||
Property, plant and equipment
|
574
|
|
||
Goodwill
|
11,938
|
|
||
Intangible assets
|
10,880
|
|
||
|
Total assets acquired
|
28,732
|
|
|
Current liabilities
|
2,670
|
|
||
Noncurrent liabilities
|
4,201
|
|
||
|
Net assets acquired
|
$
|
21,861
|
|
|
Estimated
|
Weighted average
|
Amortization
|
||
Identifiable intangible assets
|
Value
|
Useful life
|
Method
|
||
Customer relationships
|
$
|
10,800
|
|
15 years
|
Straight-line
|
Trademarks
|
80
|
|
1 year
|
Straight-line
|
|
|
$
|
10,880
|
|
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Net sales
|
|
$
|
6,348
|
|
|
$
|
5,134
|
|
|
$
|
11,899
|
|
|
$
|
9,182
|
|
Operating profit
|
|
988
|
|
|
410
|
|
|
1,390
|
|
|
686
|
|
|
Six Months Ended
|
||||||||||||||
|
May 28, 2016
|
|
May 30, 2015
|
||||||||||||
|
Redeemable
|
|
Non-Redeemable
|
|
Redeemable
|
|
Non-Redeemable
|
||||||||
Noncontrolling interests at beginning of period
|
$
|
—
|
|
|
$
|
896
|
|
|
$
|
1,587
|
|
|
$
|
1,043
|
|
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests (loss) earnings
|
—
|
|
|
44
|
|
|
(19
|
)
|
|
123
|
|
||||
Purchase of noncontrolling interests
|
—
|
|
|
—
|
|
|
(1,432
|
)
|
|
—
|
|
||||
Foreign currency translation
|
—
|
|
|
(85
|
)
|
|
(136
|
)
|
|
(105
|
)
|
||||
Dividend
|
—
|
|
|
(172
|
)
|
|
—
|
|
|
(206
|
)
|
||||
|
|
|
|
|
|
|
|
||||||||
Noncontrolling interests at end of period
|
$
|
—
|
|
|
$
|
683
|
|
|
$
|
—
|
|
|
$
|
855
|
|
3.
|
BUSINESS DISPOSITIONS
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Net sales
|
$
|
—
|
|
|
$
|
19,833
|
|
|
$
|
—
|
|
|
$
|
35,582
|
|
Operating profit
|
—
|
|
|
1,775
|
|
|
—
|
|
|
2,214
|
|
4.
|
GOODWILL AND ACQUIRED INTANGIBLE ASSETS
|
|
Engine/Mobile
Filtration
|
|
Industrial/
Environmental
Filtration
|
|
Corporate
|
|
Total
|
||||||||
Goodwill at beginning of year
|
$
|
207,537
|
|
|
$
|
298,728
|
|
|
$
|
—
|
|
|
$
|
506,265
|
|
Acquisition
|
—
|
|
|
3,408
|
|
|
3,318
|
|
|
6,726
|
|
||||
Currency translation adjustments
|
6
|
|
|
(1,514
|
)
|
|
—
|
|
|
(1,508
|
)
|
||||
Goodwill at end of period
|
$
|
207,543
|
|
|
$
|
300,622
|
|
|
$
|
3,318
|
|
|
$
|
511,483
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
Engine/Mobile
Filtration
|
|
Industrial/
Environmental
Filtration
|
|
Corporate
|
|
Total
|
||||||||
May 28, 2016
|
|
|
|
|
|
|
|
||||||||
Indefinite Lived Intangibles:
|
|
|
|
|
|
|
|
||||||||
Trademarks - indefinite lived
|
$
|
783
|
|
|
$
|
74,867
|
|
|
$
|
—
|
|
|
$
|
75,650
|
|
|
|
|
|
|
|
|
|
||||||||
Finite Lived Intangibles:
|
|
|
|
|
|
|
|
||||||||
Trademarks, gross - finite lived
|
$
|
278
|
|
|
$
|
568
|
|
|
$
|
—
|
|
|
$
|
846
|
|
Accumulated amortization
|
(139
|
)
|
|
(442
|
)
|
|
—
|
|
|
(581
|
)
|
||||
Trademarks, net - finite lived
|
$
|
139
|
|
|
$
|
126
|
|
|
$
|
—
|
|
|
$
|
265
|
|
|
|
|
|
|
|
|
|
||||||||
Customer relationships, gross
|
$
|
139,445
|
|
|
$
|
131,968
|
|
|
$
|
—
|
|
|
$
|
271,413
|
|
Accumulated amortization
|
(23,963
|
)
|
|
(43,791
|
)
|
|
—
|
|
|
(67,754
|
)
|
||||
Customer relationships, net
|
$
|
115,482
|
|
|
$
|
88,177
|
|
|
$
|
—
|
|
|
$
|
203,659
|
|
|
|
|
|
|
|
|
|
||||||||
Other acquired intangibles, gross
|
$
|
11,243
|
|
|
$
|
60,453
|
|
|
$
|
5,300
|
|
|
$
|
76,996
|
|
Accumulated amortization
|
(2,535
|
)
|
|
(30,089
|
)
|
|
—
|
|
|
(32,624
|
)
|
||||
Other acquired intangibles, net
|
$
|
8,708
|
|
|
$
|
30,364
|
|
|
$
|
5,300
|
|
|
$
|
44,372
|
|
|
|
|
|
|
|
|
|
||||||||
Total finite lived intangible assets, net
|
$
|
124,329
|
|
|
$
|
118,667
|
|
|
$
|
5,300
|
|
|
$
|
248,296
|
|
|
|
|
|
|
|
|
|
||||||||
Acquired intangible assets, less accumulated amortization
|
$
|
125,112
|
|
|
$
|
193,534
|
|
|
$
|
5,300
|
|
|
$
|
323,946
|
|
5.
|
FAIR VALUE MEASUREMENTS
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
•
|
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
|
|
Fair Value Measurements at Reporting Date
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
May 28, 2016
|
|
|
|
|
|
|
|
||||||||
Restricted trust, included in Other noncurrent assets
|
|
|
|
|
|
|
|
||||||||
Mutual fund investments - equities
|
$
|
305
|
|
|
$
|
305
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual fund investments - bonds
|
332
|
|
|
332
|
|
|
—
|
|
|
—
|
|
||||
Cash and equivalents
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total restricted trust
|
$
|
651
|
|
|
$
|
651
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
FibeRio contingent earn-out, included in Other long-term liabilities
|
$
|
3,887
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,887
|
|
|
|
|
|
|
|
|
|
||||||||
Filter Resources contingent earn-out, included in Accrued liabilities
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
6
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts, included in Prepaid expenses and other current assets
|
$
|
262
|
|
|
$
|
—
|
|
|
$
|
262
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts, included in Accrued liabilities
|
$
|
120
|
|
|
$
|
—
|
|
|
$
|
120
|
|
|
$
|
—
|
|
|
Fair Value Measurements at Reporting Date
|
||||||||||||||
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
November 28, 2015
|
|
|
|
|
|
|
|
|
|
|
|
||||
Restricted trust, included in Other noncurrent assets
|
|
|
|
|
|
|
|
|
|
|
|
||||
Mutual fund investments - equities
|
$
|
352
|
|
|
$
|
352
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Mutual fund investments - bonds
|
363
|
|
|
363
|
|
|
—
|
|
|
—
|
|
||||
Cash and equivalents
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
Total restricted trust
|
$
|
729
|
|
|
$
|
729
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Filter Resources contingent earn-out, included in Accrued liabilities
|
$
|
1,285
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,285
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts, included in Prepaid expenses and other current assets
|
$
|
418
|
|
|
$
|
—
|
|
|
$
|
418
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Foreign exchange contracts, included in Accrued liabilities
|
$
|
40
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
—
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
6.
|
DERIVATIVE INSTRUMENTS AND HEDGING
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
May 28, 2016
|
|
November 28, 2015
|
||||
Prepaid expenses and other current assets
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
$
|
59
|
|
|
$
|
263
|
|
Unrecognized firm sales commitments
|
209
|
|
|
—
|
|
||
Total designated
|
$
|
268
|
|
|
$
|
263
|
|
Not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
203
|
|
|
155
|
|
||
Total not designated
|
$
|
203
|
|
|
$
|
155
|
|
Total derivatives
|
$
|
471
|
|
|
$
|
418
|
|
|
|
|
|
||||
Accrued liabilities
|
|
|
|
||||
Designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
$
|
85
|
|
|
$
|
—
|
|
Unrecognized firm sales commitments
|
—
|
|
|
384
|
|
||
Total designated
|
$
|
85
|
|
|
$
|
384
|
|
Not designated as hedging instruments:
|
|
|
|
||||
Foreign exchange contracts
|
35
|
|
|
40
|
|
||
Total not designated
|
$
|
35
|
|
|
$
|
40
|
|
Total derivatives
|
$
|
120
|
|
|
$
|
424
|
|
|
May 28, 2016
|
|
May 30, 2015
|
||||
Fair value hedges
|
|
|
|
||||
Foreign exchange contracts - Selling and administrative expenses
|
$
|
(565
|
)
|
|
$
|
19
|
|
Unrecognized firm sales commitments - Selling and administrative expenses
|
593
|
|
|
(51
|
)
|
||
Total designated
|
$
|
28
|
|
|
$
|
(32
|
)
|
|
|
|
|
||||
Not designated as hedges
|
|
|
|
||||
Foreign exchange contracts - Selling and administrative expenses
|
$
|
(484
|
)
|
|
$
|
74
|
|
Foreign exchange contracts - Other, net
|
2,672
|
|
|
(158
|
)
|
||
Total not designated
|
$
|
2,188
|
|
|
$
|
(84
|
)
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
May 28,
2016 |
|
November 28,
2015 |
||||
Accrued salaries, wages and commissions
|
$
|
16,112
|
|
|
$
|
16,498
|
|
Compensated absences
|
8,797
|
|
|
8,672
|
|
||
Accrued insurance liabilities
|
9,921
|
|
|
9,928
|
|
||
Warranties
|
6,754
|
|
|
7,870
|
|
||
Customer deposits
|
16,519
|
|
|
25,036
|
|
||
Other accrued liabilities
|
29,867
|
|
|
38,406
|
|
||
Accrued liabilities
|
$
|
87,970
|
|
|
$
|
106,410
|
|
|
Six Months Ended
|
||||||
|
May 28,
2016 |
|
May 30,
2015 |
||||
Warranty accrual at beginning of period
|
$
|
7,870
|
|
|
$
|
9,405
|
|
Warranty accrual added through business acquisitions
|
—
|
|
|
100
|
|
||
Accruals for warranties issued during the period
|
564
|
|
|
827
|
|
||
Adjustments related to pre-existing warranties
|
(870
|
)
|
|
(508
|
)
|
||
Settlements made during the period
|
(746
|
)
|
|
(1,090
|
)
|
||
Other adjustments, including currency translation
|
(64
|
)
|
|
(139
|
)
|
||
Warranty accrual at end of period
|
$
|
6,754
|
|
|
$
|
8,595
|
|
8.
|
RESTRUCTURING
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
9.
|
LONG-TERM DEBT
|
|
|
May 28, 2016
|
|
November 28, 2015
|
||||
Credit Facility:
|
|
|
|
|||||
|
Revolving Credit Facility
|
$
|
137,000
|
|
|
$
|
197,000
|
|
|
Term Loans
|
197,500
|
|
|
200,000
|
|
||
Industrial Revenue Bonds, at weighted average interest rates of 0.66% and 0.30%, respectively, at May 28, 2016 and November 28, 2015
|
7,410
|
|
|
7,410
|
|
|||
Other long-term debt
|
656
|
|
|
746
|
|
|||
Total long-term debt
|
$
|
342,566
|
|
|
$
|
405,156
|
|
|
|
|
|
|
|
||||
Current portion of long-term debt
|
$
|
12,771
|
|
|
$
|
7,788
|
|
|
Long-term debt, less current portion
|
$
|
329,795
|
|
|
$
|
397,368
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
10.
|
PENSION AND OTHER POSTRETIREMENT BENEFITS
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Pension Benefits:
|
|
|
|
|
|
|
|
|
||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
||||||||
Service cost
|
|
$
|
371
|
|
|
$
|
534
|
|
|
$
|
742
|
|
|
$
|
1,069
|
|
Interest cost
|
|
1,559
|
|
|
1,871
|
|
|
3,119
|
|
|
3,747
|
|
||||
Expected return on plan assets
|
|
(2,588
|
)
|
|
(2,917
|
)
|
|
(5,178
|
)
|
|
(5,843
|
)
|
||||
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(2
|
)
|
||||
Net actuarial loss
|
|
956
|
|
|
966
|
|
|
1,912
|
|
|
1,934
|
|
||||
Net periodic benefit cost
|
|
$
|
298
|
|
|
$
|
453
|
|
|
$
|
595
|
|
|
$
|
905
|
|
|
|
|
|
|
|
|
|
|
||||||||
Cash contributions
|
|
$
|
18
|
|
|
$
|
117
|
|
|
$
|
79
|
|
|
$
|
253
|
|
|
|
|
|
|
|
|
|
|
||||||||
Postretirement Healthcare Benefits:
|
|
|
|
|
|
|
|
|
||||||||
Components of net periodic benefit cost (income):
|
|
|
|
|
|
|
|
|
||||||||
Interest cost
|
|
$
|
2
|
|
|
$
|
2
|
|
|
$
|
4
|
|
|
$
|
4
|
|
Amortization of unrecognized:
|
|
|
|
|
|
|
|
|
||||||||
Prior service cost
|
|
(31
|
)
|
|
(31
|
)
|
|
(62
|
)
|
|
(62
|
)
|
||||
Net actuarial gain
|
|
(23
|
)
|
|
(37
|
)
|
|
(46
|
)
|
|
(74
|
)
|
||||
Net periodic benefit income
|
|
$
|
(52
|
)
|
|
$
|
(66
|
)
|
|
$
|
(104
|
)
|
|
$
|
(132
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
Cash contributions
|
|
$
|
11
|
|
|
$
|
15
|
|
|
$
|
22
|
|
|
$
|
30
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
Qualified plans:
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
Discount rate
|
|
3.99%
|
|
3.75%
|
Rate of compensation increase
|
|
4.00%
|
|
4.00%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
Discount rate - interest cost
|
|
3.27%
|
|
3.75%
|
Discount rate - service cost
|
|
4.16%
|
|
3.75%
|
Rate of compensation increase
|
|
4.00%
|
|
4.00%
|
Long-term rate of return on plan assets
|
|
6.50%
|
|
7.00%
|
Measurement date
|
|
11/30/2015
|
|
11/30/2014
|
|
|
|
|
|
Nonqualified plans:
|
|
|
|
|
Weighted-average assumptions used to determine benefit obligation:
|
|
|
|
|
Discount rate
|
|
3.35%
|
|
3.00%
|
Rate of compensation increase
|
|
4.00%
|
|
4.00%
|
Weighted-average assumptions used to determine net periodic benefit cost:
|
|
|
|
|
Discount rate - interest cost
|
|
2.57%
|
|
3.00%
|
Discount rate - service cost
|
|
2.49%
|
|
3.00%
|
Rate of compensation increase
|
|
4.00%
|
|
4.00%
|
Measurement date
|
|
11/30/2015
|
|
11/30/2014
|
U.S. Qualified Plans
|
$
|
—
|
|
U.S. Combined Nonqualified Plans
|
159
|
|
|
Non-U.S. Plan
|
384
|
|
|
Postretirement Healthcare Benefit Plan
|
45
|
|
|
Total expected contributions
|
$
|
588
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
11.
|
INCOME TAXES
|
|
Six Months Ended
|
||||||
|
May 28,
2016 |
|
May 30,
2015 |
||||
Unrecognized tax benefits at beginning of year
|
$
|
3,859
|
|
|
$
|
2,487
|
|
Additions for current period tax positions
|
636
|
|
|
284
|
|
||
Additions related to acquired tax positions
|
—
|
|
|
1,052
|
|
||
Changes in interest and penalties
|
86
|
|
|
99
|
|
||
Unrecognized tax benefits at end of period
|
$
|
4,581
|
|
|
$
|
3,922
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
12.
|
CONTINGENCIES
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
13.
|
INCENTIVE PLANS AND STOCK-BASED COMPENSATION
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Pre-tax compensation expense
|
|
$
|
409
|
|
|
$
|
1,716
|
|
|
$
|
1,824
|
|
|
$
|
3,564
|
|
Deferred tax benefits
|
|
(149
|
)
|
|
(624
|
)
|
|
(663
|
)
|
|
(1,296
|
)
|
||||
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements
|
|
788
|
|
|
392
|
|
|
823
|
|
|
784
|
|
||||
Fair value of stock options on date of grant
|
|
—
|
|
|
—
|
|
|
2,144
|
|
|
3,196
|
|
||||
Total intrinsic value of stock options exercised
|
|
5,859
|
|
|
1,413
|
|
|
6,239
|
|
|
3,164
|
|
||||
Cash received upon exercise of stock options
|
|
14,331
|
|
|
1,485
|
|
|
15,462
|
|
|
4,596
|
|
||||
Addition to capital in excess of par value due to exercise of stock options
|
|
14,775
|
|
|
1,831
|
|
|
15,901
|
|
|
5,249
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
Options Granted
Under Incentive
Plans
|
|
Weighted
Average
Exercise Price
|
||
Outstanding at beginning of year
|
2,422,538
|
|
$
|
48.46
|
|
Granted
|
296,500
|
|
$
|
46.45
|
|
Exercised
|
(389,508)
|
|
$
|
40.38
|
|
Surrendered
|
(28,133)
|
|
$
|
54.56
|
|
Outstanding at end of period
|
2,301,397
|
|
$
|
49.50
|
|
|
|
|
|
||
Exercisable at end of period
|
1,576,395
|
|
$
|
47.33
|
|
|
|
Options Outstanding
|
|
Options Exercisable
|
|||||||||||||||||||||
Range of Exercise
Prices
|
|
Number
|
|
Weighted
Average
Exercise
Price
|
|
Intrinsic Value
|
|
Weighted
Average
Remaining Life
in Years
|
|
Number
|
|
Weighted
Average
Exercise
Price
|
|
Intrinsic Value
|
|
Weighted
Average
Remaining Life
in Years
|
|||||||||
$25.31 - $28.13
|
|
32,000
|
|
$
|
25.49
|
|
|
$
|
1,079
|
|
|
2.67
|
|
32,000
|
|
|
$
|
25.49
|
|
|
$
|
1,079
|
|
|
2.67
|
$31.96 - $36.48
|
|
280,649
|
|
$
|
33.54
|
|
|
7,205
|
|
|
2.60
|
|
280,649
|
|
|
$
|
33.54
|
|
|
7,205
|
|
|
2.60
|
||
$42.86 - $57.74
|
|
1,275,445
|
|
$
|
46.47
|
|
|
16,255
|
|
|
6.71
|
|
906,034
|
|
|
$
|
46.54
|
|
|
11,478
|
|
|
5.74
|
||
$61.57 - $63.22
|
|
713,303
|
|
$
|
62.27
|
|
|
—
|
|
|
8.00
|
|
357,712
|
|
|
$
|
62.10
|
|
|
—
|
|
|
7.89
|
||
|
|
2,301,397
|
|
$
|
49.50
|
|
|
$
|
24,539
|
|
|
6.55
|
|
1,576,395
|
|
|
$
|
47.33
|
|
|
$
|
19,762
|
|
|
5.61
|
|
|
Six Months Ended
|
||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
||||
Weighted average fair value per option at the date of grant for options granted
|
|
$
|
7.23
|
|
|
$
|
10.26
|
|
Risk-free interest rate
|
|
1.46
|
%
|
|
1.31
|
%
|
||
Expected dividend yield
|
|
1.89
|
%
|
|
1.27
|
%
|
||
Expected volatility factor
|
|
20.40
|
%
|
|
19.50
|
%
|
||
Expected option term in years
|
|
5.0
|
|
|
5.0
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Pre-tax compensation expense
|
|
$
|
322
|
|
|
$
|
788
|
|
|
$
|
1,273
|
|
|
$
|
1,623
|
|
Deferred tax benefits
|
|
(117
|
)
|
|
(286
|
)
|
|
(463
|
)
|
|
(590
|
)
|
||||
Excess tax (shortfall) benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements
|
|
(1
|
)
|
|
3
|
|
|
(110
|
)
|
|
211
|
|
||||
Fair value of restricted stock unit awards on date of grant
|
|
—
|
|
|
3
|
|
|
2,954
|
|
|
3,183
|
|
||||
Fair value of restricted stock unit awards vested
|
|
38
|
|
|
—
|
|
|
1,532
|
|
|
979
|
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at beginning of year
|
71,592
|
|
|
$
|
60.09
|
|
Granted
|
63,605
|
|
|
$
|
46.45
|
|
Vested
|
(27,203)
|
|
|
$
|
56.31
|
|
Surrendered
|
(1,598
|
)
|
|
$
|
46.89
|
|
Nonvested at end of period
|
106,396
|
|
|
$
|
52.56
|
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Pre-tax compensation expense
|
|
$
|
—
|
|
|
$
|
463
|
|
|
$
|
—
|
|
|
$
|
927
|
|
Deferred tax benefits
|
|
—
|
|
|
(168
|
)
|
|
—
|
|
|
(337
|
)
|
||||
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
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Units
|
|
Weighted
Average
Grant Date
Fair Value
|
|||
Nonvested at beginning of year
|
92,650
|
|
|
$
|
63.22
|
|
Granted
|
—
|
|
|
$
|
—
|
|
Vested
|
—
|
|
|
$
|
—
|
|
Surrendered
|
(8,609
|
)
|
|
$
|
63.22
|
|
Nonvested at end of period
|
84,041
|
|
|
$
|
63.22
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Pre-tax compensation expense
|
|
$
|
1,131
|
|
|
$
|
880
|
|
|
$
|
1,150
|
|
|
$
|
880
|
|
Shares of Company common stock issued under the plans
|
|
21,306
|
|
|
13,352
|
|
|
21,306
|
|
|
13,352
|
|
14.
|
EARNINGS PER SHARE AND STOCK REPURCHASE ACTIVITY
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Weighted average number of shares outstanding - Basic
|
|
48,714,109
|
|
|
50,209,215
|
|
|
48,758,579
|
|
|
50,232,565
|
|
||||
Dilutive effect of stock-based arrangements
|
|
439,515
|
|
|
581,983
|
|
|
370,395
|
|
|
559,275
|
|
||||
Weighted average number of shares outstanding - Diluted
|
|
49,153,624
|
|
|
50,791,198
|
|
|
49,128,974
|
|
|
50,791,840
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Net earnings attributable to CLARCOR Inc.
|
|
$
|
53,354
|
|
|
$
|
38,497
|
|
|
$
|
74,517
|
|
|
$
|
65,206
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net earnings per share attributable to CLARCOR Inc. - Basic
|
|
$
|
1.10
|
|
|
$
|
0.77
|
|
|
$
|
1.53
|
|
|
$
|
1.30
|
|
Net earnings per share attributable to CLARCOR Inc. - Diluted
|
|
$
|
1.09
|
|
|
$
|
0.76
|
|
|
$
|
1.52
|
|
|
$
|
1.28
|
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share
|
|
716,803
|
|
|
—
|
|
|
944,278
|
|
|
—
|
|
||||
Common stock repurchased and retired pursuant to the Company's stock repurchase program
|
|
$
|
7,205
|
|
|
$
|
8,161
|
|
|
$
|
38,211
|
|
|
$
|
16,110
|
|
Number of shares repurchased and retired pursuant to the Company's stock repurchase program
|
|
128,000
|
|
|
126,000
|
|
|
797,604
|
|
|
248,000
|
|
15.
|
SEGMENT INFORMATION
|
CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)
|
|
|
Quarter Ended
|
|
Six Months Ended
|
||||||||||||
|
|
May 28,
2016 |
|
May 30,
2015 |
|
May 28,
2016 |
|
May 30,
2015 |
||||||||
Net sales:
|
|
|
|
|
|
|
|
|
||||||||
Engine/Mobile Filtration
|
|
$
|
154,019
|
|
|
$
|
161,290
|
|
|
$
|
288,573
|
|
|
$
|
305,748
|
|
Industrial/Environmental Filtration
|
|
210,949
|
|
|
218,676
|
|
|
392,667
|
|
|
409,592
|
|
||||
Packaging
|
|
—
|
|
|
19,833
|
|
|
—
|
|
|
35,582
|
|
||||
|
|
$
|
364,968
|
|
|
$
|
399,799
|
|
|
$
|
681,240
|
|
|
$
|
750,922
|
|
|
|
|
|
|
|
|
|
|
||||||||
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
||||||
Engine/Mobile Filtration
|
|
$
|
29,501
|
|
|
$
|
30,564
|
|
|
$
|
48,568
|
|
|
$
|
55,310
|
|
Industrial/Environmental Filtration
|
|
24,283
|
|
|
26,604
|
|
|
37,175
|
|
|
40,612
|
|
||||
Packaging
|
|
—
|
|
|
1,775
|
|
|
—
|
|
|
2,214
|
|
||||
|
|
53,784
|
|
|
58,943
|
|
|
85,743
|
|
|
98,136
|
|
||||
Other income (expense), net
|
|
25,195
|
|
|
(1,888
|
)
|
|
23,726
|
|
|
(2,934
|
)
|
||||
Earnings before income taxes
|
|
$
|
78,979
|
|
|
$
|
57,055
|
|
|
$
|
109,469
|
|
|
$
|
95,202
|
|
|
May 28,
2016 |
|
November 28,
2015 |
||||
Identifiable assets:
|
|
|
|
||||
Engine/Mobile Filtration
|
$
|
750,018
|
|
|
$
|
771,120
|
|
Industrial/Environmental Filtration
|
994,326
|
|
|
1,028,793
|
|
||
Packaging
|
—
|
|
|
—
|
|
||
Corporate
|
45,613
|
|
|
18,543
|
|
||
|
$
|
1,789,957
|
|
|
$
|
1,818,456
|
|
|
|
Second Quarter
|
|
First Six Months
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
||||||||||||||
Net sales
|
|
$
|
364,968
|
|
|
$
|
399,799
|
|
|
$
|
(34,831
|
)
|
|
(9
|
)%
|
|
$
|
681,240
|
|
|
$
|
750,922
|
|
|
$
|
(69,682
|
)
|
|
(9
|
)%
|
|
Cost of sales
|
|
243,107
|
|
|
266,189
|
|
|
(23,082
|
)
|
|
(9
|
)%
|
|
458,478
|
|
|
504,337
|
|
|
(45,859
|
)
|
|
(9
|
)%
|
|
||||||
Gross profit
|
|
121,861
|
|
|
133,610
|
|
|
(11,749
|
)
|
|
(9
|
)%
|
|
222,762
|
|
|
246,585
|
|
|
(23,823
|
)
|
|
(10
|
)%
|
|
||||||
Selling and administrative expenses
|
|
68,077
|
|
|
74,667
|
|
|
(6,590
|
)
|
|
(9
|
)%
|
|
137,019
|
|
|
148,449
|
|
|
(11,430
|
)
|
|
(8
|
)%
|
|
||||||
Operating profit
|
|
53,784
|
|
|
58,943
|
|
|
(5,159
|
)
|
|
(9
|
)%
|
|
85,743
|
|
|
98,136
|
|
|
(12,393
|
)
|
|
(13
|
)%
|
|
||||||
Other income (expense)
|
|
25,195
|
|
|
(1,888
|
)
|
|
27,083
|
|
|
|
|
|
23,726
|
|
|
(2,934
|
)
|
|
26,660
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
25,608
|
|
|
18,482
|
|
|
7,126
|
|
|
39
|
%
|
|
34,908
|
|
|
29,892
|
|
|
5,016
|
|
|
17
|
%
|
|
||||||
Net earnings attributable to CLARCOR
|
|
53,354
|
|
|
38,497
|
|
|
14,857
|
|
|
39
|
%
|
|
74,517
|
|
|
65,206
|
|
|
9,311
|
|
|
14
|
%
|
|
||||||
Weighted average diluted shares
|
|
49,154
|
|
|
50,791
|
|
|
(1,637
|
)
|
|
(3
|
)%
|
|
49,129
|
|
|
50,792
|
|
|
(1,663
|
)
|
|
(3
|
)%
|
|
||||||
Diluted earnings per share attributable to CLARCOR
|
|
$
|
1.09
|
|
|
$
|
0.76
|
|
|
$
|
0.33
|
|
|
43
|
%
|
|
$
|
1.52
|
|
|
$
|
1.28
|
|
|
$
|
0.24
|
|
|
19
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Percentages:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross margin
|
|
33.4
|
%
|
|
33.4
|
%
|
|
|
|
—
|
|
pt
|
32.7
|
%
|
|
32.8
|
%
|
|
|
|
(0.1
|
)
|
pt
|
||||||||
Selling and administrative percentage
|
|
18.7
|
%
|
|
18.7
|
%
|
|
|
|
—
|
|
pt
|
20.1
|
%
|
|
19.8
|
%
|
|
|
|
0.3
|
|
pt
|
||||||||
Operating margin
|
|
14.7
|
%
|
|
14.7
|
%
|
|
|
|
—
|
|
pt
|
12.6
|
%
|
|
13.1
|
%
|
|
|
|
(0.5
|
)
|
pt
|
||||||||
Effective tax rate
|
|
32.4
|
%
|
|
32.4
|
%
|
|
|
|
—
|
|
pt
|
31.9
|
%
|
|
31.4
|
%
|
|
|
|
0.5
|
|
pt
|
||||||||
Net earnings margin
|
|
14.6
|
%
|
|
9.6
|
%
|
|
|
|
5.0
|
|
pt
|
10.9
|
%
|
|
8.7
|
%
|
|
|
|
2.2
|
|
pt
|
Divestiture of J.L. Clark
|
|
(5
|
)%
|
Organic volume
|
|
(4
|
)%
|
Foreign exchange
|
|
(1
|
)%
|
Pricing
|
|
—
|
%
|
TDC acquisition
|
|
1
|
%
|
|
|
(9
|
)%
|
•
|
Decreased net sales of $19.8 million due to the June 2015 divestiture of J.L. Clark, the sole operating company within our Packaging segment, which the Company sold to CCI on June 27, 2015.
|
•
|
Decreased net sales volume of $9.1 million, or 4%, at our Industrial/Environmental Filtration segment. This net sales volume decrease resulted from a $20.5 million, or 13%,
decrease
in sales within the U.S. partially offset by an $11.4 million, or 18%,
increase
in foreign net sales, excluding the impact of changes in foreign currency exchange rates. This 13%
decrease
in sales volume within the U.S. resulted primarily from decreased sales of natural gas filtration vessels, industrial air filtration products and gas turbine air intake filtration systems and replacement filters, partly offset by higher sales of HVAC air filter sales and higher sales of commercial and military aerospace filters. This 18%
increase
in foreign net sales primarily resulted from increased sales of gas turbine air intake filtration systems and replacement filters and increased sales of HVAC filters, partially offset by lower sales of natural gas filtration vessels.
|
•
|
Decreased net sales volume of $5.4 million, or 3%, at our Engine/Mobile Filtration segment. This net sales volume decrease resulted from a $5.6 million, or 5%,
decrease
in sales within the U.S., partially offset by a $0.2 million, or 1%, increase in foreign net sales, excluding the impact of changes in foreign currency exchange rates. This 5%
decrease
in sales volume within the U.S. resulted primarily from a reduction in heavy-duty engine filter aftermarket sales to original equipment suppliers and dealers, primarily reflecting lower demand for off-highway, agricultural and construction applications, as well as lower heavy-duty engine filter aftermarket sales to the retail and automotive channels. This 1% increase in foreign net sales volume in this segment primarily resulted from increased export sales of heavy-duty engine filters to customers in Southeast Asia, South America and the Middle East, as well as an approximately 5% increase in heavy-duty engine filter sales in Europe.
|
•
|
Net sales in the second quarter of 2016 compared to the second quarter of 2015 also reflect a $4.4 million reduction due to changes in foreign currency exchange rates, primarily reflecting strengthening of the U.S. dollar against the British pound, the Mexican peso and several other foreign currencies where our foreign income and cash flows are derived.
|
Divestiture of J.L. Clark
|
|
(5
|
)%
|
Organic volume
|
|
(3
|
)%
|
Foreign exchange
|
|
(2
|
)%
|
Pricing
|
|
—
|
%
|
TDC acquisition
|
|
1
|
%
|
|
|
(9
|
)%
|
•
|
Decreased net sales of $35.6 million due to the June 2015 divestiture of J.L. Clark, the sole operating company within our Packaging segment, which the Company sold to CCI on June 27, 2015.
|
•
|
Decreased net sales volume of $14.0 million, or 3%, at our Industrial/Environmental Filtration segment. This net sales volume decrease resulted from a $37.8 million, or 13%,
decrease
in sales within the U.S. partially offset by an $23.8 million, or 19%,
increase
in foreign net sales, excluding the impact of changes in foreign currency exchange rates. This 13%
decrease
in sales volume within the U.S. resulted primarily from decreased sales of natural gas filtration vessels, industrial air filtration products and gas turbine air intake filtration systems and replacement filters, partially offset by higher sales of HVAC air filter sales and higher sales of commercial and military aerospace filters. This 19%
increase
in foreign net sales primarily resulted from increased sales of gas turbine air intake filtration systems and replacement filters and increased sales of HVAC filters, partially offset by lower sales of natural gas filtration vessels and lower sales of sand control filtration products for oil drilling applications.
|
•
|
Decreased net sales volume of $11.8 million, or 4%, at our Engine/Mobile Filtration segment. This net sales volume decrease resulted from a $10.8 million, or 5%,
decrease
in sales within the U.S. and a $1.0 million, or 1%, decrease in foreign net sales, excluding the impact of changes in foreign currency exchange rates. This 5%
decrease
in sales volume within the U.S. resulted primarily from lower sales of heavy-duty engine filter assemblies and elements to original equipment suppliers and dealers, primarily reflecting lower demand for off-highway, agricultural and construction applications, as well as lower heavy-duty engine filter aftermarket sales to the retail and automotive channels and to other filtration company customers. This 1% decrease in foreign net sales volume in this segment primarily resulted from lower export sales of diesel fuel filter assemblies and replacement filters, partially offset by increased export sales of heavy-duty engine filters to customers in Southeast Asia, South America and the Middle East, as well as an approximately 7% increase in heavy-duty engine filter sales in Europe.
|
•
|
Net sales in the first six months of 2016 compared to the first six months of 2015 also reflect a $13.4 million reduction due to changes in foreign currency exchange rates, primarily reflecting strengthening of the U.S. dollar against the British Pound and most other foreign currencies where our foreign income and cash flows are derived.
|
•
|
Significant Acquisitions
|
•
|
Foreign Exchange
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
Net sales
|
|
$
|
(4.4
|
)
|
|
$
|
(13.4
|
)
|
Operating profit (loss)
|
|
(0.7
|
)
|
|
(1.6
|
)
|
•
|
Other income (expense)
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
2016
|
|
$
|
(1.7
|
)
|
|
$
|
(3.7
|
)
|
2015
|
|
(1.5
|
)
|
|
(2.4
|
)
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
2016
|
|
$
|
(0.4
|
)
|
|
$
|
0.2
|
|
2015
|
|
(0.3
|
)
|
|
(0.5
|
)
|
•
|
Provisions for income taxes
|
•
|
Shares outstanding
|
|
|
Second Quarter
|
|
First Six Months
|
||||||||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
%
Total
|
|
2015
|
|
%
Total
|
|
2016
|
|
%
Total
|
|
2015
|
|
%
Total
|
||||||||||||
Net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Engine/Mobile Filtration
|
|
$
|
154,019
|
|
|
42
|
%
|
|
$
|
161,290
|
|
|
40
|
%
|
|
$
|
288,573
|
|
|
42
|
%
|
|
$
|
305,748
|
|
|
41
|
%
|
Industrial/Environmental Filtration
|
|
210,949
|
|
|
58
|
%
|
|
218,676
|
|
|
55
|
%
|
|
392,667
|
|
|
58
|
%
|
|
409,592
|
|
|
55
|
%
|
||||
Packaging1
|
|
—
|
|
|
—
|
%
|
|
19,833
|
|
|
5
|
%
|
|
—
|
|
|
—
|
%
|
|
35,582
|
|
|
4
|
%
|
||||
|
|
$
|
364,968
|
|
|
100
|
%
|
|
$
|
399,799
|
|
|
100
|
%
|
|
$
|
681,240
|
|
|
100
|
%
|
|
$
|
750,922
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Engine/Mobile Filtration
|
|
$
|
53,332
|
|
|
44
|
%
|
|
$
|
56,668
|
|
|
42
|
%
|
|
$
|
96,888
|
|
|
43
|
%
|
|
$
|
107,068
|
|
|
43
|
%
|
Industrial/Environmental Filtration
|
|
68,529
|
|
|
56
|
%
|
|
73,053
|
|
|
55
|
%
|
|
125,874
|
|
|
57
|
%
|
|
133,301
|
|
|
54
|
%
|
||||
Packaging1
|
|
—
|
|
|
—
|
%
|
|
3,889
|
|
|
3
|
%
|
|
—
|
|
|
—
|
%
|
|
6,216
|
|
|
3
|
%
|
||||
|
|
$
|
121,861
|
|
|
100
|
%
|
|
$
|
133,610
|
|
|
100
|
%
|
|
$
|
222,762
|
|
|
100
|
%
|
|
$
|
246,585
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Operating profit:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Engine/Mobile Filtration
|
|
$
|
29,501
|
|
|
55
|
%
|
|
$
|
30,564
|
|
|
52
|
%
|
|
$
|
48,568
|
|
|
57
|
%
|
|
$
|
55,310
|
|
|
56
|
%
|
Industrial/Environmental Filtration
|
|
24,283
|
|
|
45
|
%
|
|
26,604
|
|
|
45
|
%
|
|
37,175
|
|
|
43
|
%
|
|
40,612
|
|
|
41
|
%
|
||||
Packaging1
|
|
—
|
|
|
—
|
%
|
|
1,775
|
|
|
3
|
%
|
|
—
|
|
|
—
|
%
|
|
2,214
|
|
|
3
|
%
|
||||
|
|
$
|
53,784
|
|
|
100
|
%
|
|
$
|
58,943
|
|
|
100
|
%
|
|
$
|
85,743
|
|
|
100
|
%
|
|
$
|
98,136
|
|
|
100
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Gross margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engine/Mobile Filtration
|
|
34.6
|
%
|
|
|
|
|
35.1
|
%
|
|
|
|
33.6
|
%
|
|
|
|
|
35.0
|
%
|
|
|
||||||
Industrial/Environmental Filtration
|
|
32.5
|
%
|
|
|
|
|
33.4
|
%
|
|
|
|
32.1
|
%
|
|
|
|
|
32.5
|
%
|
|
|
||||||
Packaging
1
|
|
—
|
%
|
|
|
|
|
19.6
|
%
|
|
|
|
—
|
%
|
|
|
|
|
17.5
|
%
|
|
|
||||||
|
|
33.4
|
%
|
|
|
|
|
33.4
|
%
|
|
|
|
32.7
|
%
|
|
|
|
|
32.8
|
%
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Operating margin:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Engine/Mobile Filtration
|
|
19.2
|
%
|
|
|
|
|
18.9
|
%
|
|
|
|
|
16.8
|
%
|
|
|
|
|
18.1
|
%
|
|
|
|
||||
Industrial/Environmental Filtration
|
|
11.5
|
%
|
|
|
|
|
12.2
|
%
|
|
|
|
|
9.5
|
%
|
|
|
|
|
9.9
|
%
|
|
|
|
||||
Packaging1
|
|
—
|
%
|
|
|
|
|
8.9
|
%
|
|
|
|
|
—
|
%
|
|
|
|
|
6.2
|
%
|
|
|
|
||||
|
|
14.7
|
%
|
|
|
|
|
14.7
|
%
|
|
|
|
|
12.6
|
%
|
|
|
|
|
13.1
|
%
|
|
|
|
|
|
Second Quarter
|
|
First Six Months
|
|||||||||||||||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
|
||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
||||||||||||||
Net sales
|
|
$
|
154,019
|
|
|
$
|
161,290
|
|
|
$
|
(7,271
|
)
|
|
(5
|
)%
|
|
$
|
288,573
|
|
|
$
|
305,748
|
|
|
$
|
(17,175
|
)
|
|
(6
|
)%
|
|
Cost of sales
|
|
100,687
|
|
|
104,622
|
|
|
(3,935
|
)
|
|
(4
|
)%
|
|
191,685
|
|
|
198,680
|
|
|
(6,995
|
)
|
|
(4
|
)%
|
|
||||||
Gross profit
|
|
53,332
|
|
|
56,668
|
|
|
(3,336
|
)
|
|
(6
|
)%
|
|
96,888
|
|
|
107,068
|
|
|
(10,180
|
)
|
|
(10
|
)%
|
|
||||||
Selling and administrative expenses
|
|
23,831
|
|
|
26,104
|
|
|
(2,273
|
)
|
|
(9
|
)%
|
|
48,320
|
|
|
51,758
|
|
|
(3,438
|
)
|
|
(7
|
)%
|
|
||||||
Operating profit
|
|
29,501
|
|
|
30,564
|
|
|
(1,063
|
)
|
|
(3
|
)%
|
|
48,568
|
|
|
55,310
|
|
|
(6,742
|
)
|
|
(12
|
)%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross margin
|
|
34.6%
|
|
35.1%
|
|
|
|
(0.5)
|
pt
|
33.6%
|
|
35.0%
|
|
|
|
(1.4)
|
pt
|
||||||||||||||
Selling and administrative percentage
|
|
15.5%
|
|
16.2%
|
|
|
|
(0.7)
|
pt
|
16.7%
|
|
16.9%
|
|
|
|
(0.2)
|
pt
|
||||||||||||||
Operating margin
|
|
19.2%
|
|
18.9%
|
|
|
|
0.3
|
pt
|
16.8%
|
|
18.1%
|
|
|
|
|
(1.3)
|
pt
|
|
|
Second Quarter
|
|
First Six Months
|
||
|
|
|
|
|
||
Organic volume
|
|
(3
|
)%
|
|
(4
|
)%
|
Pricing
|
|
—
|
%
|
|
—
|
%
|
Foreign exchange
|
|
(2
|
)%
|
|
(2
|
)%
|
|
|
(5
|
)%
|
|
(6
|
)%
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
2015
|
|
$
|
161.3
|
|
|
$
|
305.7
|
|
|
|
|
|
|
||||
U.S. net sales
|
|
(5.5
|
)
|
|
(10.7
|
)
|
||
Foreign net sales (including export)
|
|
0.3
|
|
|
(1.0
|
)
|
||
Foreign exchange
|
|
(2.1
|
)
|
|
(5.5
|
)
|
||
Net change
|
|
(7.3
|
)
|
|
(17.2
|
)
|
||
|
|
|
|
|
||||
2016
|
|
$
|
154.0
|
|
|
$
|
288.6
|
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
Heavy-duty engine diesel fuel filter assemblies and replacement filters
|
|
$
|
(2.4
|
)
|
|
$
|
(3.8
|
)
|
Heavy-duty engine filtration aftermarket -- other filtration companies
|
|
0.8
|
|
|
(2.9
|
)
|
||
Light-duty (automotive) engine filtration aftermarket
|
|
(1.5
|
)
|
|
(2.5
|
)
|
||
Heavy-duty engine filtration aftermarket -- original equipment supply channel
|
|
0.3
|
|
|
(0.7
|
)
|
||
Heavy-duty engine filtration aftermarket -- independent distributors
|
|
0.4
|
|
|
0.1
|
|
||
Heavy-duty engine filtration aftermarket -- retail channel
|
|
(2.3
|
)
|
|
0.4
|
|
||
All other, net
|
|
(0.8
|
)
|
|
(1.3
|
)
|
||
Change in U.S. net sales
|
|
$
|
(5.5
|
)
|
|
$
|
(10.7
|
)
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
Export sales of heavy-duty engine diesel fuel filter assemblies and replacement filters
|
|
$
|
(1.9
|
)
|
|
$
|
(5.3
|
)
|
Heavy-duty engine filter sales in Europe
|
|
0.5
|
|
|
1.2
|
|
||
Export sales primarily to the Middle East, Southeast Asia and Latin America
|
|
1.7
|
|
|
3.2
|
|
||
All other, net
|
|
—
|
|
|
(0.1
|
)
|
||
Change in foreign net sales
|
|
$
|
0.3
|
|
|
$
|
(1.0
|
)
|
|
|
Second Quarter
|
|
First Six Months
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
|
||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
||||||||||||||
Net sales
|
|
$
|
210,949
|
|
|
$
|
218,676
|
|
|
$
|
(7,727
|
)
|
|
(4
|
)%
|
|
$
|
392,667
|
|
|
$
|
409,592
|
|
|
$
|
(16,925
|
)
|
|
(4
|
)%
|
|
Cost of sales
|
|
142,420
|
|
|
145,623
|
|
|
(3,203
|
)
|
|
(2
|
)%
|
|
266,793
|
|
|
276,291
|
|
|
(9,498
|
)
|
|
(3
|
)%
|
|
||||||
Gross profit
|
|
68,529
|
|
|
73,053
|
|
|
(4,524
|
)
|
|
(6
|
)%
|
|
125,874
|
|
|
133,301
|
|
|
(7,427
|
)
|
|
(6
|
)%
|
|
||||||
Selling and administrative expenses
|
|
44,246
|
|
|
46,449
|
|
|
(2,203
|
)
|
|
(5
|
)%
|
|
88,699
|
|
|
92,689
|
|
|
(3,990
|
)
|
|
(4
|
)%
|
|
||||||
Operating profit
|
|
24,283
|
|
|
26,604
|
|
|
(2,321
|
)
|
|
(9
|
)%
|
|
37,175
|
|
|
40,612
|
|
|
(3,437
|
)
|
|
(8
|
)%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross margin
|
|
32.5%
|
|
33.4%
|
|
|
|
(0.9)
|
pt
|
32.1%
|
|
32.5%
|
|
|
|
(0.4)
|
pt
|
||||||||||||||
Selling and administrative percentage
|
|
21.0%
|
|
21.2%
|
|
|
|
(0.2)
|
pt
|
22.6%
|
|
22.6%
|
|
|
|
—
|
pt
|
||||||||||||||
Operating margin
|
|
11.5%
|
|
12.2%
|
|
|
|
|
(0.7)
|
pt
|
9.5%
|
|
9.9%
|
|
|
|
|
(0.4)
|
pt
|
|
|
Second Quarter
|
|
First Six Months
|
||
|
|
|
|
|
||
Organic volume
|
|
(5
|
)%
|
|
(3
|
)%
|
TDC acquisition
|
|
2
|
%
|
|
1
|
%
|
Pricing
|
|
—
|
%
|
|
—
|
%
|
Foreign exchange
|
|
(1
|
)%
|
|
(2
|
)%
|
|
|
(4
|
)%
|
|
(4
|
)%
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
2015
|
|
$
|
218.7
|
|
|
$
|
409.6
|
|
|
|
|
|
|
||||
U.S. net sales
|
|
(16.8
|
)
|
|
(32.8
|
)
|
||
Foreign net sales (including export)
|
|
11.4
|
|
|
23.8
|
|
||
Foreign exchange
|
|
(2.4
|
)
|
|
(7.9
|
)
|
||
Net change
|
|
(7.8
|
)
|
|
(16.9
|
)
|
||
|
|
|
|
|
||||
2016
|
|
$
|
210.9
|
|
|
$
|
392.7
|
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
Gas turbine first-fit filters and systems
|
|
$
|
(8.3
|
)
|
|
$
|
(14.6
|
)
|
Natural gas filtration vessels and aftermarket elements
|
|
(9.2
|
)
|
|
(13.8
|
)
|
||
Dust collection and other industrial air filtration products
|
|
(4.4
|
)
|
|
(11.1
|
)
|
||
Aerospace filtration products
|
|
0.5
|
|
|
3.9
|
|
||
TDC acquisition
|
|
4.0
|
|
|
4.7
|
|
||
All other, net
|
|
0.6
|
|
|
(1.9
|
)
|
||
Change in U.S. net sales
|
|
$
|
(16.8
|
)
|
|
$
|
(32.8
|
)
|
•
|
Lower sales of gas turbine air intake filtration systems at CLARCOR Industrial Air in the second quarter and first six months of 2016 from the comparable periods of 2015 was driven primarily by the timing of large system sales and the geographic mix of customer orders.
|
•
|
Lower sales in the natural gas market in the second quarter and first six months of 2016 from the comparable periods of 2015 was driven primarily by a decline in natural gas filtration vessel sales, resulting from decreased activity in extraction, transportation and processing of natural gas and natural gas liquids.
|
•
|
Lower sales of dust collection and other industrial air filtration products in the second quarter and first six months of 2016 from the comparable periods in 2015 was due primarily to decreased sales of panel, cartridge, bag and other industrial air replacement filters, partially reflecting several significant one-time orders in the prior year periods that did not recur in 2016. These lower sales were partially offset by increased sales of industrial air filtration products in the second quarter and first six months of 2016 resulting from the TDC acquisition.
|
•
|
Higher sales of commercial and military aerospace filtration products in the second quarter and first six months of 2016 from the comparable periods in 2015 resulted from a large increase in aftermarket demand from distributors and increased governmental spending.
|
(Dollars in millions)
|
|
Second Quarter
|
|
First Six Months
|
||||
Gas turbine first-fit filters and systems
|
|
$
|
10.0
|
|
|
$
|
19.6
|
|
Export sales of HVAC filters
|
|
5.0
|
|
|
9.0
|
|
||
Natural gas filtration vessels and aftermarket elements
|
|
(2.6
|
)
|
|
(0.9
|
)
|
||
Oil and gas sand control filtration
|
|
(1.5
|
)
|
|
(2.2
|
)
|
||
All other, net
|
|
0.5
|
|
|
(1.7
|
)
|
||
Change in foreign net sales
|
|
$
|
11.4
|
|
|
$
|
23.8
|
|
•
|
Higher sales of gas turbine air intake filtration systems by CLARCOR Industrial Air in the second quarter and first six months of 2016 from the comparable periods of 2015 was driven primarily by the timing of large system sales which occurred in 2016 and the geographic mix of customer orders.
|
•
|
Higher export sales of HVAC filters primarily reflect increased sales of air filtration products for animal husbandry applications to certain customers in the Middle East.
|
•
|
Lower sales in the natural gas market in the second quarter and first six months of 2016 from the comparable periods of 2015 was driven primarily by a decline in natural gas filtration vessel sales, resulting from decreased activity in extraction, transportation and processing of natural gas and natural gas liquids.
|
•
|
Lower sales of sand control filters in the second quarter and first six months of 2016 from the comparable periods of 2015 was driven by lower demand from oil and gas customers, which we believe reflects lower oil and gas exploration and production activity resulting primarily from continued depressed prices of oil.
|
|
|
Second Quarter
|
|
First Six Months
|
|
||||||||||||||||||||||||||
|
|
|
|
|
|
Change
|
|
|
|
|
|
Change
|
|
||||||||||||||||||
(Dollars in thousands)
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|
||||||||||||||
Net sales
|
|
$
|
—
|
|
|
$
|
19,833
|
|
|
$
|
(19,833
|
)
|
|
(100
|
)%
|
|
$
|
—
|
|
|
$
|
35,582
|
|
|
$
|
(35,582
|
)
|
|
(100
|
)%
|
|
Cost of sales
|
|
—
|
|
|
15,944
|
|
|
(15,944
|
)
|
|
(100
|
)%
|
|
—
|
|
|
29,366
|
|
|
(29,366
|
)
|
|
(100
|
)%
|
|
||||||
Gross profit
|
|
—
|
|
|
3,889
|
|
|
(3,889
|
)
|
|
(100
|
)%
|
|
—
|
|
|
6,216
|
|
|
(6,216
|
)
|
|
(100
|
)%
|
|
||||||
Selling and administrative expenses
|
|
—
|
|
|
2,114
|
|
|
(2,114
|
)
|
|
(100
|
)%
|
|
—
|
|
|
4,002
|
|
|
(4,002
|
)
|
|
(100
|
)%
|
|
||||||
Operating profit
|
|
—
|
|
|
1,775
|
|
|
(1,775
|
)
|
|
(100
|
)%
|
|
—
|
|
|
2,214
|
|
|
(2,214
|
)
|
|
(100
|
)%
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Gross margin
|
|
—%
|
|
19.6%
|
|
|
|
(19.6)
|
pt
|
—%
|
|
17.5%
|
|
|
|
(17.5)
|
pt
|
||||||||||||||
Selling and administrative percentage
|
|
—%
|
|
10.7%
|
|
|
|
(10.7)
|
pt
|
—%
|
|
11.2%
|
|
|
|
(11.2)
|
pt
|
||||||||||||||
Operating margin
|
|
—%
|
|
8.9%
|
|
|
|
(8.9)
|
pt
|
—%
|
|
6.2%
|
|
|
|
(6.2)
|
pt
|
•
|
physical damage to and complete or partial closure of one or more of our manufacturing facilities
|
•
|
temporary or long-term disruption in the supply of raw materials from our suppliers
|
•
|
disruption in the transport of our products to customers and end users
|
•
|
delay in the delivery of our products to our customers
|
•
|
statements and assumptions relating to anticipated future growth, earnings, earnings per share, future cash flows and other financial performance measures;
|
•
|
statements regarding management's short-term and long-term performance goals;
|
•
|
statements regarding anticipated order patterns and demand for products from our customers and our backlog or the anticipated economic conditions of the industries and markets that we serve;
|
•
|
statements related to the performance of the U.S., China, Europe and other economies generally;
|
•
|
statements relating to the anticipated effects on results of operations or financial condition from recent and expected developments or events, including the acquisitions of FibeRio, TDC, Filter Resources, the Stanadyne business, the GE Air Filtration business and the Bekaert business and potential future acquisition opportunities;
|
•
|
statements regarding our current cost structure positions and ability to capitalize on anticipated development and growth initiatives, including the expansion of facilities and other planned capital expenditures;
|
•
|
statements relating to our research and development activities, including the development of new products and filter media;
|
•
|
statements related to future dividends or repurchases of our common stock;
|
•
|
statements related to tax positions and unrecognized tax benefits;
|
•
|
statements related to our cash resources and borrowing capacity under the Credit Facility;
|
•
|
statements related to cost savings or restructuring initiatives;
|
•
|
statements regarding anticipated contributions and other payments pursuant to our pension plans and for other post-retirement benefits;
|
•
|
statements related to potential liability for environmental matters;
|
•
|
statements related to pending claims or litigation;
|
•
|
statements relating to the availability of raw materials and other supplies; and
|
•
|
any other statements or assumptions that are not historical facts.
|
COMPANY PURCHASES OF EQUITY SECURITIES
|
||||||||||||||
|
|
(a)
|
|
(b)
|
|
(c)
|
|
(d)
|
||||||
Period
|
|
Total
number of
shares
purchased
|
|
Average
price paid
per share
|
|
Total number of
shares purchased
as part of the
Company's publicly
announced plan
|
|
Maximum approximate
dollar value of shares that
may yet be purchased
under the Plan
|
||||||
February 28, 2016 through April 2, 2016
|
|
48,000
|
|
|
$
|
53.94
|
|
|
48,000
|
|
|
$
|
104,087,049
|
|
April 3, 2016 through April 30, 2016
|
|
40,000
|
|
|
$
|
58.00
|
|
|
40,000
|
|
|
$
|
101,766,036
|
|
May 1, 2016 through May 28, 2016
|
|
40,000
|
|
|
$
|
57.33
|
|
|
40,000
|
|
|
$
|
99,472,034
|
|
Total
|
|
128,000
|
|
|
|
|
|
128,000
|
|
|
|
|
a.
|
Exhibits:
|
|
|
* 31.1
|
Certification of Christopher L. Conway pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
* 31.2
|
Certification of David J. Fallon pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
|
** 32
|
Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
*** 101.INS
|
XBRL Instance Document
|
|
*** 101.SCH
|
XBRL Taxonomy Extension Schema Document
|
|
*** 101.CAL
|
XBRL Taxonomy Extension Calculation Linkbase
|
|
*** 101.DEF
|
XBRL Taxonomy Extension Definition Linkbase
|
|
*** 101.LAB
|
XBRL Taxonomy Extension Label Linkbase
|
|
*** 101.PRE
|
XBRL Taxonomy Extension Presentation Linkbase
|
|
|
|
|
*
|
Filed herewith.
|
|
**
|
Furnished herewith.
|
|
***
|
Submitted electronically with this 2016 Quarterly Report on Form 10-Q.
|
June 17, 2016
|
|
By
|
/s/ Christopher L. Conway
|
(Date)
|
|
|
Christopher L. Conway
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
June 17, 2016
|
|
By
|
/s/ David J. Fallon
|
(Date)
|
|
|
David J. Fallon
|
|
|
|
Chief Financial Officer and Chief Accounting Officer
|
1 Year Clarcor Chart |
1 Month Clarcor Chart |
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