10-Q 1 clc2013q3aug3110q.htm FORM 10-Q CLC 2013 Q3 Aug 31 10Q


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 10-Q

 
X
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended August 31, 2013

OR
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _______ to ________

 
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.)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  X No __
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes  X  No __

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer
X
Accelerated filer
 
Non-accelerated filer
 
Smaller reporting company
 

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2)  Yes __  No X

As of September 16, 2013, 50,077,538 common shares with a par value of $1 per share were outstanding.




TABLE OF CONTENTS
 
PAGE
 
 
 
Part I. FINANCIAL INFORMATION
 
 
Financial Statements
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Quantitative and Qualitative Disclosures About Market Risk
 
Controls and Procedures
 
 
 
 
 
Part II.  OTHER INFORMATION
 
 
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
 

* Item omitted because the item is not applicable


Page 2



Part I. FINANCIAL INFORMATION

Item 1. Financial Statements

CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF EARNINGS
(Dollars in thousands, except share data)
(Unaudited)
 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Net sales
 
$
289,126

 
$
286,733

 
$
832,980

 
$
828,852

Cost of sales
 
197,226

 
191,845

 
561,380

 
549,563

 
 
 
 
 
 
 
 
 
Gross profit
 
91,900

 
94,888

 
271,600

 
279,289

 
 
 
 
 
 
 
 
 
Selling and administrative expenses
 
49,915

 
48,707

 
146,399

 
149,685

 
 
 
 
 
 
 
 
 
Operating profit
 
41,985

 
46,181

 
125,201

 
129,604

 
 
 
 
 
 
 
 
 
Other income (expense):
 
 
 
 
 
 
 
 
Interest expense
 
(139
)
 
(176
)
 
(451
)
 
(364
)
Interest income
 
221

 
156

 
528

 
459

Other, net
 
153

 
(186
)
 
(70
)
 
309

 
 
235

 
(206
)
 
7

 
404

 
 
 
 
 
 
 
 
 
Earnings before income taxes
 
42,220

 
45,975

 
125,208

 
130,008

 
 
 
 
 
 
 
 
 
Provision for income taxes
 
13,447

 
15,564

 
39,754

 
43,026

 
 
 
 
 
 
 
 
 
Net earnings
 
28,773

 
30,411

 
85,454

 
86,982

 
 
 
 
 
 
 
 
 
Net earnings attributable to noncontrolling interests
 
(66
)
 
(141
)
 
(234
)
 
(306
)
 
 
 
 
 
 
 
 
 
Net earnings attributable to CLARCOR Inc.
 
$
28,707

 
$
30,270

 
$
85,220

 
$
86,676

 
 
 
 
 
 
 
 
 
Net earnings per share attributable to CLARCOR Inc. - Basic
 
$
0.57

 
$
0.60

 
$
1.71

 
$
1.72

Net earnings per share attributable to CLARCOR Inc. - Diluted
 
$
0.57

 
$
0.60

 
$
1.69

 
$
1.70

 
 
 
 
 
 
 
 
 
Weighted average number of shares outstanding - Basic
 
50,092,548

 
50,283,340

 
49,917,939

 
50,357,567

Weighted average number of shares outstanding - Diluted
 
50,604,809

 
50,863,894

 
50,481,049

 
50,979,542

 
 
 
 
 
 
 
 
 
Dividends paid per share
 
$
0.1350

 
$
0.1200

 
$
0.4050

 
$
0.3600




 
See Notes to Consolidated Condensed Financial Statements

Page 3



CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF COMPREHENSIVE EARNINGS
(Dollars in thousands)
(Unaudited)
 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Net earnings
 
$
28,773

 
$
30,411

 
$
85,454

 
$
86,982

 
 
 
 
 
 
 
 
 
Other comprehensive income:
 
 
 
 
 
 
 
 
Pension and other postretirement benefits --
 
 
 
 
 
 
 
 
Pension and other postretirement benefits liability adjustments
 
4,432

 
1,726

 
7,074

 
5,180

Pension and other postretirement benefits liability adjustments tax amounts
 
(1,580
)
 
(654
)
 
(2,522
)
 
(1,943
)
Pension and other postretirement benefits liability adjustments, net of tax
 
2,852

 
1,072

 
4,552

 
3,237

 
 
 
 
 
 
 
 
 
Foreign currency translation --
 
 
 
 
 
 
 
 
Translation adjustments
 
(614
)
 
5,086

 
(4,549
)
 
(5,550
)
Translation adjustments tax amounts
 
—

 
—

 
—

 
—

Translation adjustments, net of tax
 
(614
)
 
5,086

 
(4,549
)
 
(5,550
)
 
 
 
 
 
 
 
 
 
Comprehensive earnings
 
31,011

 
36,569

 
85,457

 
84,669

 
 
 
 
 
 
 
 
 
Comprehensive earnings attributable to non-redeemable noncontrolling interests
 
(27
)
 
(134
)
 
(168
)
 
(77
)
Comprehensive earnings attributable to redeemable noncontrolling interests
 
(28
)
 
(92
)
 
(60
)
 
(150
)
 
 
 
 
 
 
 
 
 
Comprehensive earnings attributable to CLARCOR Inc.
 
$
30,956

 
$
36,343

 
$
85,229

 
$
84,442

 
 
 
 
 
 
 
 
 
















 



See Notes to Consolidated Condensed Financial Statements

Page 4



CLARCOR Inc.
CONSOLIDATED CONDENSED BALANCE SHEETS
(Dollars in thousands)
(Unaudited)
 
August 31,
2013
 
December 1,
2012
ASSETS
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
206,859

 
$
185,496

Restricted cash
9,748

 
566

Accounts receivable, less allowance for losses of $10,077 and $9,554, respectively
210,182

 
214,474

Inventories
224,613

 
211,251

Deferred income taxes
27,563

 
34,693

Income taxes receivable
379

 
—

Prepaid expenses and other current assets
11,411

 
8,114

Total current assets
690,755

 
654,594

 
 
 
 
Property, plant and equipment, at cost, less accumulated depreciation of $326,598
  and $315,018, respectively
197,473

 
195,101

Assets held for sale
—

 
2,000

Goodwill
240,686

 
241,924

Acquired intangible assets, less accumulated amortization
91,003

 
95,681

Other noncurrent assets
15,827

 
16,202

Total assets
$
1,235,744

 
$
1,205,502

 
 
 
 
LIABILITIES
 

 
 

Current liabilities:
 

 
 

Current portion of long-term debt
$
224

 
$
201

Accounts payable and accrued liabilities
135,558

 
172,262

Income taxes payable
—

 
2,428

Total current liabilities
135,782

 
174,891

 
 
 
 
Long-term debt, less current portion
16,469

 
16,391

Long-term pension and postretirement healthcare benefits liabilities
46,263

 
50,680

Deferred income taxes
53,015

 
51,385

Other long-term liabilities
5,096

 
8,571

Total liabilities
256,625

 
301,918

 
 
 
 
Contingencies (Note 11)


 


Redeemable noncontrolling interests
1,814

 
1,754

 
 
 
 
SHAREHOLDERS' EQUITY
 

 
 

Capital stock
50,094

 
49,653

Capital in excess of par value
13,281

 
—

Accumulated other comprehensive loss
(51,705
)
 
(51,708
)
Retained earnings
964,687

 
902,899

Total CLARCOR Inc. equity
976,357

 
900,844

Noncontrolling interests
948

 
986

Total shareholders' equity
977,305

 
901,830

Total liabilities and shareholders' equity
$
1,235,744

 
$
1,205,502




See Notes to Consolidated Condensed Financial Statements

Page 5



CLARCOR Inc.
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)
 
Nine Months Ended
 
August 31,
2013
 
September 1,
2012
Cash flows from operating activities:
 
 
 
Net earnings
$
85,454

 
$
86,982

Depreciation
19,885

 
19,387

Amortization
4,454

 
4,383

Other noncash items
3,092

 
(24
)
Net loss (gain) on disposition of assets
3,824

 
(792
)
Stock-based compensation expense
4,074

 
5,397

Excess tax benefit from stock-based compensation
(7,313
)
 
(2,606
)
Deferred income taxes
6,610

 
8,355

Change in assets and liabilities
(48,884
)
 
(41,325
)
Net cash provided by operating activities
71,196

 
79,757

 
 
 
 
Cash flows from investing activities:
 

 
 

Restricted cash
(9,207
)
 
(79
)
Business acquisitions, net of cash acquired
(3,811
)
 
(11,974
)
Additions to plant assets
(25,491
)
 
(29,473
)
Proceeds from disposition of plant assets
2,673

 
502

Investment in affiliates
(615
)
 
(801
)
Net cash used in investing activities
(36,451
)
 
(41,825
)
 
 
 
 
Cash flows from financing activities:
 

 
 

Cash dividends paid
(20,219
)
 
(18,132
)
Payments on long-term debt
(168
)
 
(1,253
)
Payment of financing costs
—

 
(564
)
Sale of capital stock under stock option and employee purchase plans
24,204

 
5,389

Payments for repurchase of common stock
(24,149
)
 
(16,724
)
Excess tax benefit from stock-based compensation
7,313

 
2,606

Dividend paid to noncontrolling interests
(206
)
 
—

Net cash used in financing activities
(13,225
)
 
(28,678
)
Net effect of exchange rate changes on cash
(157
)
 
94

Net change in cash and cash equivalents
21,363

 
9,348

Cash and cash equivalents, beginning of period
185,496

 
155,999

Cash and cash equivalents, end of period
$
206,859

 
$
165,347

 
 
 
 
Cash paid during the period for:
 

 
 

Interest
$
301

 
$
319

Income taxes, net of refunds
$
29,947

 
$
27,827




See Notes to Consolidated Condensed Financial Statements

Page 6

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


1.
CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
 
Basis of Presentation

CLARCOR Inc. and its subsidiaries (collectively, the “Company” or “CLARCOR”) is a global provider of filtration products, filtration systems and services, and consumer and industrial packaging products. As discussed further in Note 13, the Company has three reportable segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and Packaging. The Consolidated Condensed Financial Statements include all domestic and foreign subsidiaries that were more than 50% owned and controlled as of each respective reporting period presented. All intercompany accounts and transactions have been eliminated.

The Consolidated Condensed Statements of Earnings and the Consolidated Condensed Statements of Cash Flows for the periods ended August 31, 2013 and September 1, 2012 and the Consolidated Condensed Balance Sheet as of August 31, 2013 have been prepared by the Company without audit.  The Consolidated Condensed Financial Statements have been prepared on the same basis as those in the Company’s Annual Report on Form 10-K for the fiscal year ended December 1, 2012 (“2012 Form 10-K”).  The December 1, 2012 Consolidated Condensed Balance Sheet data was derived from the Company’s year-end audited Consolidated Financial Statements as presented in the 2012 Form 10-K but does not include all disclosures required by accounting principles generally accepted in the United States of America ("U.S. GAAP").  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows have been made.  The results of operations for the period ended August 31, 2013, are not necessarily indicative of the operating results for the full year.  The information included in this Form 10-Q should be read in conjunction with the audited Consolidated Financial Statements and accompanying notes included in the 2012 Form 10-K.

Cash and Cash Equivalents and Restricted Cash

Highly liquid investments with an original maturity of three months or less when purchased and that are readily saleable are considered to be cash and cash equivalents.  Restricted cash represents funds held in escrow and cash balances held by German banks as collateral for certain guarantees of overseas subsidiaries.  Restricted cash classified as current corresponds to funds held in escrow that will be used within one year or guarantees that expire within one year.  The Company also has $1,883 and $1,839 of noncurrent restricted cash recorded in Other noncurrent assets as of August 31, 2013 and December 1, 2012, respectively, corresponding to guarantees and escrow agreements that expire longer than one year from the dates of the Consolidated Condensed Balance Sheets.

Inventories

Inventories are valued at the lower of cost or market primarily determined on the first-in, first-out (“FIFO”) method of inventory costing, which approximates current cost. Inventories are summarized as follows:

 
August 31,
2013
 
December 1,
2012
Raw materials
$
79,663

 
$
75,928

Work in process
36,839

 
34,996

Finished products
108,111

 
100,327

 Inventories
$
224,613

 
$
211,251

 
Property, Plant and Equipment

At December 1, 2012, land of $398 and building and building fixtures of $1,602 related to one Kentucky plant were classified as Assets held for sale. Those assets where sold March 29, 2013 for $2,211 resulting in a gain of $211, which is included in Cost of sales in the accompanying Consolidated Condensed Statements of Earnings for the nine months ended August 31, 2013.

During the third quarter of 2013 the Company made the decision to dispose of certain equipment at our air filtration operations, resulting in a loss of $4,631, which is included in Cost of sales in the accompanying Consolidated Condensed Statements of Earnings for the nine months ended August 31, 2013.

Page 7

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


Accumulated Other Comprehensive Loss

The components of the ending balances of Accumulated other comprehensive loss are as follows:

 
August 31,
2013
 
December 1,
2012
Pension liability, net of tax
$
(46,338
)
 
$
(50,890
)
Translation adjustments, net of tax
(5,367
)
 
(818
)
Accumulated other comprehensive loss
$
(51,705
)
 
$
(51,708
)

New Accounting Guidance

In February 2013, the Financial Accounting Standards Board ("FASB") issued guidance to improve the reporting of reclassifications out of accumulated other comprehensive income ("AOCI"). The amendments do not change the current requirement for reporting net income or other comprehensive income in financial statements; however, the amendments require an entity to provide information about the amounts reclassified out of AOCI by component. In addition, an entity is required to present, either on the face of the statement where net income is presented or in the notes, significant amounts reclassified out of AOCI by the respective line items of net income, but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, an entity is required to cross-reference to other disclosures required under U.S. GAAP that provide additional detail about those amounts. The guidance is effective for annual and interim periods beginning after December 15, 2012, although early adoption is permitted. The Company does not expect the adoption of this guidance on the first day of fiscal year 2014 to have a material impact on the Consolidated Financial Statements.

In July 2012, the FASB issued amendments to its indefinite-lived intangible assets impairment testing guidance to simplify how entities test for indefinite-lived intangible asset impairments. The objective of the amendments is to reduce cost and complexity by providing an entity with the option to make a qualitative assessment about the likelihood that an indefinite-lived intangible asset is impaired to determine whether it should perform a quantitative impairment test. The amendments also enhance the consistency of impairment testing guidance amount long-lived asset categories by permitting an entity to assess qualitative factors to determine whether it is necessary to calculate the asset's fair value when testing an indefinite-lived intangible asset for impairment, which is equivalent to the impairment testing requirements for other long-lived assets. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, although early adoption is permitted. The adoption of this guidance on the first day of fiscal year 2013 did not have a material impact on the Consolidated Financial Statements.

In September 2011, the FASB issued amendments to its goodwill impairment testing guidance to simplify how entities test for goodwill impairments. The amendments are intended to reduce complexity and cost by providing a company the option of making an initial qualitative evaluation about the likelihood of goodwill impairment in determining whether it should calculate the fair value of a reporting unit. The amendments also include examples of events and circumstances that a company should consider in evaluating whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments are effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011, although early adoption is permitted. The adoption of this guidance on the first day of fiscal year 2013 did not have a material impact on the Consolidated Financial Statements.

In June 2011, the FASB issued amendments to its comprehensive income guidance to (a) improve the comparability, consistency and transparency of financial reporting, (b) increase the prominence of items reported in other comprehensive income and (c) facilitate the convergence of U.S. GAAP with International Financial Reporting Standards ("IFRS"). The amendments require all non-owner changes in shareholders' equity be presented either in a single continuous statement of comprehensive income or in two separate but consecutive statements. The required amendments, pursuant to the guidance, must be applied retrospectively. In December 2011, the FASB issued amendments to defer certain presentation requirements of the initial guidance. The guidance is effective for fiscal years and interim periods within those years, beginning after December 15, 2011, although early adoption is permitted. The adoption of this guidance on the first day of fiscal year 2013 resulted in the presentation of the Consolidated Condensed Statements of Comprehensive Earnings, but did not have a material effect on the Company’s financial position or results of operations.

Page 8

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


2.
BUSINESS ACQUISITIONS AND INVESTMENTS

Business Acquisitions

On May 9, 2012, the Company acquired 100% of the shares in Modular Engineering Company Pty Ltd. ("Modular") for $7,875. An initial payment of $5,237 was made at closing. On May 8, 2013, another installment of the purchase price in the amount of $1,530 was paid. The remaining purchase price will be paid on the second anniversary of the closing date. Modular, a manufacturer of pressure vessels, process and storage tanks and other natural gas filtration products and distributor of aftermarket elements is located in Henderson, Western Australia. The acquisition of Modular gave the Company first-fit manufacturing capabilities in Western Australia, as well as a platform for aftermarket growth throughout the region. Modular has been combined into an existing Company subsidiary, which is part of the Company's Industrial/Environmental Filtration segment. An allocation of the purchase price for the acquisition has been made to major categories of assets and liabilities. Acquired finite-lived intangible assets of $2,552 were recorded in connection with the purchase. The $5,339 excess of the initial purchase price over the estimated fair value of the assets acquired and liabilities assumed was recorded as goodwill, which is not deductible for income tax purposes. Net sales and Operating profit (loss) attributable to Modular for the three and nine months ended August 31, 2013 and September 1, 2012 were as follows:

 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Net sales
 
$
2,012

 
$
2,941

 
$
5,639

 
$
3,513

Operating profit (loss)
 
(395
)
 
197

 
(1,362
)
 
229


Investments

Effective May 1, 2008, the Company acquired a 30% share in BioProcessH2O LLC (“BPH”), a Rhode Island-based manufacturer of industrial waste water and water reuse filtration systems, for $4,000.  During the three and nine months ended August 31, 2013, the Company did not make any additional investments. During the three months ended September 1, 2012, the Company did not make any additional investments. During the nine months ended September 1, 2012, the Company invested an additional $33. The Company also has $21 accrued which has not yet been funded and is included in Accounts payable and accrued liabilities in the accompanying Consolidated Condensed Balance Sheets at both August 31, 2013 and December 1, 2012. Under the terms of the agreement with BPH, the Company has the right, but not the obligation, to acquire additional ownership shares and eventually complete ownership of BPH over several years at a price based on, among other factors, BPH’s operating income.  The investment, with a carrying amount of $3,075 and $3,137, at August 31, 2013 and December 1, 2012, respectively, included in Other noncurrent assets in the Consolidated Condensed Balance Sheets, is being accounted for under the equity method of accounting.  The carrying amount is adjusted each period to recognize the Company’s share of the earnings or losses of BPH, included in Other, net in the Consolidated Condensed Statements of Earnings, based on the percentage of ownership, as well as the receipt of any dividends.  During the three and nine months ended August 31, 2013 and September 1, 2012, the Company did not receive any dividends from BPH.  The equity investment is periodically reviewed for indicators of impairment.

Page 9

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


The Company also owns a 15.62% share in BioProcess Algae LLC (“Algae”), a Delaware-based company developing technology to grow and harvest algae which can be used to consume carbon dioxide and also be used as a renewable energy source.  During the three and nine months ended August 31, 2013, the Company invested an additional $156 and $615, respectively, into Algae, of which $223 had been accrued and included in Accounts payable and accrued liabilities at December 1, 2012 in the accompanying Consolidated Condensed Balance Sheets. During the three and nine months ended September 1, 2012, the Company invested an additional $444 and $768, respectively, into Algae. The investment, with a carrying amount of $2,204 and $1,812 at August 31, 2013 and December 1, 2012, respectively, included in Other noncurrent assets, is being accounted for under the cost method of accounting.  Under the cost method, the Company recognizes dividends as income when received and reviews the cost basis of the investment for impairment if factors indicate that a decrease in value of the investment has occurred.  During the three and nine months ended August 31, 2013, the Company did not receive any dividends from Algae. During the three months ended September 1, 2012, the Company did not receive any dividends from Algae. During the nine months ended September 1, 2012, the Company received dividends from Algae of $1,200, which is included in Other, net in the Consolidated Condensed Statements of Earnings.


3.
INCENTIVE PLANS AND STOCK-BASED COMPENSATION

On March 23, 2009, the shareholders of CLARCOR approved the 2009 Incentive Plan, which replaced the 2004 Incentive Plan.  The 2009 Incentive Plan allows the Company to grant stock options, restricted stock unit awards, restricted stock, performance awards and other awards to officers, directors and key employees of up to 3,800,000 shares during a ten-year period that ends in December 2019.  Upon share option exercise or restricted stock unit award conversion, the Company issues new shares unless treasury shares are available.  The key provisions of the Company’s stock-based incentive plans are described in Note M of the Company’s Consolidated Financial Statements included in the 2012 Form 10-K.

Stock Options

Nonqualified stock options are granted at exercise prices equal to the market price of CLARCOR common stock at the date of grant, which is the date the Company’s Board of Directors approves the grant and the participants receive it.  The Company’s Board of Directors determines the vesting requirements for stock options at the time of grant and may accelerate vesting.  In general, options granted to key employees vest 25% per year beginning at the end of the first year; therefore, they become fully exercisable at the end of four years.  Vesting may be accelerated in the event of retirement, disability or death of a participant or change in control of the Company.  Options granted to non-employee directors vest immediately.  All options expire ten years from the date of grant unless otherwise terminated.

The following table summarizes information related to stock options and stock option exercises during the three and nine months ended August 31, 2013 and September 1, 2012.

 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013

September 1,
2012
 
August 31,
2013

September 1,
2012
Pre-tax compensation expense
 
$
775

 
$
1,089

 
$
2,436

 
$
4,307

Deferred tax benefits
 
(276
)
 
(400
)
 
(867
)
 
(1,583
)
Excess tax benefits associated with tax deductions over the amount of compensation expense recognized in the consolidated condensed financial statements
 
3,119

 
119

 
6,018

 
2,606

Fair value of stock options on date of grant
 
32

 
—

 
3,868

 
6,407

Total intrinsic value of stock options exercised
 
11,417

 
614

 
20,297

 
8,360

Cash received upon exercise of stock options
 
16,091

 
1,218

 
23,275

 
4,469

Addition to capital in excess of par value due to exercise of stock options
 
18,707

 
1,293

 
27,520

 
5,352


Page 10

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


The following table summarizes activity for the nine months ended August 31, 2013 with respect to stock options granted by the Company and includes options granted under the 1994 Incentive Plan, the 2004 Incentive Plan and the 2009 Incentive Plan.

 
Options Granted
Under Incentive
Plans
 
Weighted
Average
Exercise Price
Outstanding at beginning of year
3,037,151
 
$
36.09

Granted
387,500
 
$
45.25

Exercised
(858,093)
 
$
29.84

Surrendered
(21,210)
 
$
42.25

Outstanding at end of period
2,545,348
 
$
39.54

 
 
 
 
Exercisable at end of period
1,746,885
 
$
36.90


 At August 31, 2013, there was $6,162 of unrecognized compensation cost related to option awards which the Company expects to recognize over a weighted-average period of 2.57 years.

The following table summarizes information about the Company’s outstanding and exercisable options at August 31, 2013.

 
 
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
$20.57 - $28.79
 
208,025
 
$
25.99

 
$
5,877

 
2.62
 
208,025
 
$
25.99

 
$
5,877

 
2.62
$31.96 - $38.06
 
1,007,212
 
$
33.55

 
20,844

 
4.97
 
953,453
 
$
33.61

 
19,666

 
4.90
$40.73 - $49.91
 
1,330,111
 
$
46.21

 
10,687

 
8.37
 
585,407
 
$
46.14

 
4,741

 
7.95
 
 
2,545,348
 
$
39.54

 
$
37,408

 
6.55
 
1,746,885
 
$
36.90

 
$
30,284

 
5.65

The fair value of each option grant is estimated on the date of grant using the Black-Scholes option pricing model with the following weighted average assumptions by grant year.

 
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
Weighted average fair value per option at the date of grant for options granted
 
$
9.98

 
$
12.49

Risk-free interest rate
 
1.19
%
 
1.38
%
Expected dividend yield
 
1.19
%
 
0.96
%
Expected volatility factor
 
25.80
%
 
26.52
%
Expected option term in years
 
5.4

 
6.1


The expected option term in years selected for options granted during each period presented represents the period of time that the options are expected to be outstanding based on historical data of option holder exercise and termination behavior.  Expected volatilities are based upon historical volatility of the Company’s monthly stock closing prices over a period equal to the expected life of each option grant.  The risk-free interest rate is selected based on yields from U.S. Treasury zero-coupon issues with a remaining term approximately equal to the expected term of the options being valued.  Expected dividend yield is based on the estimated dividend yield determined on the date of issuance.

Page 11

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


Restricted Stock Unit Awards

The Company’s restricted stock unit awards are considered nonvested share awards.  The restricted stock unit awards require no payment from the employee.  Compensation cost is recorded based on the market price of the stock on the grant date and is recorded equally over the vesting period of four years.  During the vesting period, officers and key employees receive compensation equal to the amount of dividends declared on common shares they would have been entitled to receive had the shares been issued.  Upon vesting, employees may elect to defer receipt of their shares.  There were 14,760 and 131,197 vested and deferred shares at August 31, 2013 and December 1, 2012, respectively.

The following table summarizes information related to restricted stock unit awards during the three and nine months ended August 31, 2013 and September 1, 2012.
 
 
Quarter Ended

Nine Months Ended
 
 
August 31,
2013

September 1,
2012

August 31,
2013

September 1,
2012
Pre-tax compensation expense
 
$
209

 
$
156

 
$
678

 
$
1,090

Deferred tax benefits
 
(75
)
 
(58
)
 
(242
)
 
(401
)
Excess tax (expense) benefits associated with tax deductions under the amount of compensation expense recognized in the consolidated condensed financial statements
 
(74
)
 
(14
)
 
1,280

 
(38
)
Fair value of restricted stock unit awards on date of grant
 
—

 
—

 
1,068

 
1,489

Fair value of restricted stock unit awards vested
 
—

 
—

 
621

 
997


The following table summarizes activity for the nine months ended August 31, 2013 with respect to the restricted stock unit awards.
 
Units
 
Weighted
Average
Grant Date
Fair Value
Nonvested at beginning of year
39,945
 
$
43.16

Granted
23,624
 
$
45.19

Vested
(15,525)
 
$
40.01

Nonvested at end of period
48,044
 
$
45.18

 
As of August 31, 2013, there was $1,386 of total unrecognized compensation cost related to restricted stock unit awards which the Company expects to recognize over a weighted-average period of 2.90 years.

Directors' Stock Compensation

The incentive plans provide for grants of shares of common stock to all non-employee directors for annual incentive awards, and for grants of shares of common stock to all non-employee directors equal to a one-year annual retainer in lieu of cash at the directors' option. The directors' rights to the shares vest immediately on the date of grant; however, shares issued as annual retainer fees cannot be sold for a six-month period from the date of grant. The following table summarizes information related to directors' stock compensation during the three and nine months ended August 31, 2013 and September 1, 2012.

 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Pre-tax compensation expense
 
$
460

 
$
50

 
$
960

 
$
150

Shares of Company common stock issued under the plans
 
—

 
—

 
18,256

 
4,055



Page 12

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


4.
NONCONTROLLING INTERESTS

Noncontrolling interests changed as follows during the nine months ended August 31, 2013 and September 1, 2012:
 
Nine Months Ended
 
August 31, 2013
 
September 1, 2012
 
Redeemable
 
Non-Redeemable
 
Redeemable
 
Non-Redeemable
Noncontrolling interests at beginning of period
$
1,754

 
$
986

 
$
1,557

 
$
831

 
 
 
 
 
 
 
 
Noncontrolling interests earnings (loss)
35

 
199

 
241

 
65

Foreign currency translation
25

 
(31
)
 
(91
)
 
12

Dividend
—

 
(206
)
 
—

 
—

 
 
 
 
 
 
 
 
Noncontrolling interests at end of period
$
1,814

 
$
948

 
$
1,707

 
$
908

 
 
 
 
 
 
 
 
 
Redeemable Noncontrolling Interests

In March 2007, the Company acquired an 80% ownership share in Sinfa SA (“SINFA”), a manufacturer of automotive and heavy-duty engine filters based in Casablanca, Morocco.  As part of the purchase agreement, the Company and the noncontrolling owners each have an option to require the purchase of the remaining 20% ownership shares by the Company after December 31, 2012 which would result in SINFA becoming a wholly owned subsidiary.  As of August 31, 2013, neither the Company nor the noncontrolling owners have exercised the purchase option. The remaining 20% of SINFA owned by the noncontrolling owners has been reported as Redeemable noncontrolling interests and classified as mezzanine equity in the Consolidated Condensed Balance Sheets.  The Redeemable noncontrolling interests is reflected at its carrying value, which is greater than its estimated redemption price. The Redeemable noncontrolling interests will be accreted to the redemption price, through equity, at the point at which the redemption becomes probable.  The Company has not recorded any accretion to date.


5.
GOODWILL AND ACQUIRED INTANGIBLE ASSETS

All goodwill is stated on a gross basis, as the Company has not recorded any impairment charges against goodwill. Based on a decline in the net sales of our TransWeb business, in the third quarter of 2013 we performed an impairment review of the related indefinite-lived intangible assets ($900 carrying value) and definite-lived intangible assets ($9,332 carrying value) and determined that the estimated future cash flows of the relevant asset group were sufficient to cover the carrying value and no impairment existed. We also performed an impairment review of goodwill at the related reporting unit, and determined that the estimated fair value of the reporting unit exceeds its book value and no impairment existed. Our analysis includes management judgment and estimates related to future cash flows, which we believe are reasonable. The following table reconciles the activity for goodwill by segment for the nine months ended August 31, 2013.  

 
Engine/Mobile
Filtration
 
Industrial/
Environmental
Filtration
 
Packaging
 
Total
Goodwill at beginning of year
$
21,593

 
$
220,331

 
$
—

 
$
241,924

Currency translation adjustments
(218
)
 
(1,020
)
 
—

 
(1,238
)
Goodwill at end of period
$
21,375

 
$
219,311

 
$
—

 
$
240,686


Page 13

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


The following table summarizes acquired intangibles by segment. Other acquired intangibles include parts manufacturer regulatory approvals, developed technology, patents and non-compete agreements.

 
Engine/Mobile
Filtration
 
Industrial/
Environmental
Filtration
 
Packaging
 
Total
August 31, 2013
 
 
 
 
 
 
 
Indefinite Lived Intangibles:
 
 
 
 
 
 
 
Trademarks - indefinite lived
$
603

 
$
41,795

 
$
—

 
$
42,398

 
 
 
 
 
 
 
 
Finite Lived Intangibles:
 
 
 
 
 
 
 
Trademarks, gross - finite lived
$
303

 
$
488

 
$
—

 
$
791

Accumulated amortization
(100
)
 
(326
)
 
—

 
(426
)
Trademarks, net - finite lived
$
203

 
$
162

 
$
—

 
$
365

 
 
 
 
 
 
 
 
Customer relationships, gross
$
4,297

 
$
45,523

 
$
—

 
$
49,820

Accumulated amortization
(1,827
)
 
(19,327
)
 
—

 
(21,154
)
Customer relationships, net
$
2,470

 
$
26,196

 
$
—

 
$
28,666

 
 
 
 
 
 
 
 
Other acquired intangibles, gross
$
243

 
$
39,567

 
$
—

 
$
39,810

Accumulated amortization
(243
)
 
(19,993
)
 
—

 
(20,236
)
Other acquired intangibles, net
$
—

 
$
19,574

 
$
—

 
$
19,574

 
 
 
 
 
 
 
 
Total finite lived intangible assets, net
$
2,673

 
$
45,932

 
$
—

 
$
48,605

 
 
 
 
 
 
 
 
Acquired intangible assets, less accumulated amortization
$
3,276

 
$
87,727

 
$
—

 
$
91,003


The following table summarizes estimated amortization expense.

Fiscal year 2013
$
5,899

Fiscal year 2014
5,677

Fiscal year 2015
5,616

Fiscal year 2016
5,484

Fiscal year 2017
5,246



Page 14

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


6.
FAIR VALUE MEASUREMENTS

Fair Value Measurements

The Company measures certain assets and liabilities at fair value as discussed throughout the notes to its quarterly and annual financial statements. Fair value is the exchange price that would be received for an asset or paid to transfer a liability, an exit price, in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants.  Fair value measurements are categorized in a hierarchy based upon the observability of inputs used in valuation techniques.  Observable inputs are the highest level and reflect market data obtained from independent sources, while unobservable inputs are the lowest level and reflect internally developed market assumptions.  The Company classifies fair value measurements by the following hierarchy:

•
Level 1 – Quoted active market prices for identical assets
•
Level 2 – Significant other observable inputs, such as quoted prices for similar (but not identical) instruments in active markets, quoted prices for identical or similar instruments in markets which are not active and model determined valuations in which all significant inputs or significant value-drivers are observable in active markets
•
Level 3 – Significant unobservable inputs, such as model determined valuations in which one or more significant inputs or significant value-drivers are unobservable

Assets or liabilities that have recurring fair value measurements are shown below:

 
Fair Value Measurements at Reporting Date
 
Total
 
Level 1
 
Level 2
 
Level 3
August 31, 2013
 
 
 
 
 
 
 
Restricted trust, included in Other noncurrent assets
 
 
 
 
 
 
 
Mutual fund investments - equities
$
596

 
$
596

 
$
—

 
$
—

Mutual fund investments - bonds
398

 
398

 
—

 
—

Cash and equivalents
30

 
30

 
—

 
—

Total restricted trust
$
1,024

 
$
1,024

 
$
—

 
$
—

 
 
 
 
 
 
 
 
TransWeb contingent earn-out, included in Other long-term liabilities
$
—

 
$
—

 
$
—

 
$
—


 
Fair Value Measurements at Reporting Date
 
Total

Level 1

Level 2

Level 3
December 1, 2012
 

 
 

 
 

 
 

Restricted trust, included in Other noncurrent assets
 

 
 

 
 

 
 

Mutual fund investments - equities
$
614

 
$
614

 
$
—

 
$
—

Mutual fund investments - bonds
425

 
425

 
—

 
—

Cash and equivalents
31

 
31

 
—

 
—

Total restricted trust
$
1,070

 
$
1,070

 
$
—

 
$
—

 
 
 
 
 
 
 
 
TransWeb contingent earn-out, included in Other long-term liabilities
$
1,292

 
$
—

 
$
—

 
$
1,292


Page 15

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


There were no changes in the fair value determination methods or significant assumptions used in those methods during the nine months ended August 31, 2013.  There were no transfers between Level 1 and Level 2 and there were no transfers into or out of Level 3 during the nine months ended August 31, 2013. The Company's policy is to recognize transfers on the actual date of transfer. The restricted trust, which is used to fund certain payments for the Company’s U.S. combined nonqualified pension plans, consists of actively traded equity and bond funds. The TransWeb contingent earn-out payment was established in connection with the acquisition of TransWeb on December 29, 2010, and the acquisition-date estimated fair value of the earn-out payment to one of the former owners was $1,018.  The contingent liability for the earn-out payment will continue to be accounted for and measured at fair value until the contingency is settled during fiscal year 2016.  The fair value measurement of the contingent earn-out payment is based primarily on projected 2014 and 2015 TransWeb earnings, which represent significant inputs not observed in the market and thus represents a Level 3 measurement as defined by accounting literature. The contingent consideration payment is revalued to its current fair value at each reporting date.  Any increase or decrease in the fair value, as a result of changes in significant inputs such as the discount rate, the discount period or other factors used in the calculation, is recognized in Selling and administrative expenses in the Consolidated Condensed Statements of Earnings in the period the estimated fair value changes. The fair value of the contingent consideration was estimated using a probability-weighted discounted cash flow model with a discount rate of 13.2%. The fair value of the TransWeb contingent earn-out payment decreased by $1,292, based on changes in the projected earnings of TransWeb, during the nine months ended August 31, 2013.

Fair Values of Financial Instruments

The fair values of the Company’s financial instruments, which are cash and cash equivalents, restricted cash, accounts receivable, the restricted trust and accounts payable and accrued liabilities, approximated the carrying values of those financial instruments at both August 31, 2013 and December 1, 2012.  An expected present value technique is used to estimate the fair value of long-term debt.  Long-term debt had a fair value estimate of $16,570 and $16,532 at August 31, 2013 and December 1, 2012, respectively. The Company's fair value estimate of its long-term debt represents a Level 2 measurement as it is based on the current interest rates available to the Company for debt with similar remaining maturities.  The carrying value for the long-term debt at August 31, 2013 and December 1, 2012 is $16,693 and $16,592, respectively.


7.
ACCOUNTS PAYABLE, ACCRUED LIABILITIES AND GUARANTEES

Accounts payable and accrued liabilities at August 31, 2013 and December 1, 2012 were as follows:

 
August 31,
2013
 
December 1,
2012
Accounts payable
$
67,965

 
$
69,206

Accrued salaries, wages and commissions
11,827

 
16,884

Pension and postretirement healthcare benefits liabilities
240

 
21,442

Compensated absences
8,804

 
9,010

Accrued insurance liabilities
7,738

 
7,733

Customer deposits
12,297

 
14,207

Other accrued liabilities
26,687

 
33,780

Accounts payable and accrued liabilities
$
135,558

 
$
172,262

 
The Company has letters of credit totaling $28,573 and $23,307 as of August 31, 2013 and December 1, 2012, respectively, issued to various government agencies, primarily related to industrial revenue bonds, and to insurance companies and other commercial entities in support of its obligations. The Company believes that no payments will be required resulting from these obligations.

Page 16

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


In the ordinary course of business, the Company also provides routine indemnifications and other guarantees whose terms range in duration and are often not explicitly defined. The Company does not believe these will have a material impact on the results of operations or financial condition of the Company.

Warranties are recorded as a liability on the balance sheet and as charges to current expense for estimated normal warranty costs and, if applicable, for specific performance issues known to exist on products already sold. The expenses estimated to be incurred are provided at the time of sale and adjusted as needed, based primarily upon experience. Changes in the Company’s warranty accrual, which is included in Other accrued liabilities, are as follows:

 
Nine Months Ended
 
August 31,
2013
 
September 1,
2012
Warranty accrual at beginning of period
$
1,533

 
$
2,580

Warranty accrual added through business acquisitions
—

 
32

Accruals for warranties issued during the period
222

 
242

Adjustments related to pre-existing warranties
(257
)
 
120

Settlements made during the period
(334
)
 
(631
)
Other adjustments, including currency translation
(2
)
 
(36
)
Warranty accrual at end of period
$
1,162

 
$
2,307

 

8.
LONG-TERM DEBT

On April 5, 2012, the Company entered into a five-year multicurrency revolving credit agreement (“Credit Facility”) with a group of financial institutions. Under the Credit Facility, the Company may borrow up to $150,000, which includes a $10,000 swing line sub-facility, as well as an accordion feature that allows the Company to increase the Credit Facility by a total of up to $100,000, subject to securing additional commitments from existing lenders or new lending institutions. At the Company's election, loans made under the Credit Facility bear interest at either (1) a defined base rate, which varies with the highest of the defined prime rate, the federal funds rate, or a specified margin over the one-month London Interbank Offered Rate (“LIBOR”), or (2) LIBOR plus an applicable margin. Swing line loans bear interest at the defined base rate plus an applicable margin. Commitment fees and letter of credit fees are also payable under the Credit Facility. Borrowings under the Credit Facility are unsecured, but are guaranteed by substantially all of the Company's material domestic subsidiaries. The Credit Facility also contains certain covenants customary to such agreements, as well as customary events of default. At August 31, 2013, there were no borrowings outstanding on the Credit Facility. The Credit Facility includes a $50,000 letter of credit sub-facility, against which $16,012 in letters of credit had been issued at both August 31, 2013 and December 1, 2012.


Page 17

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


9.
PENSION AND OTHER POSTRETIREMENT PLANS
 
The Company provides various retirement benefits, including defined benefit plans and postretirement healthcare plans covering certain current and retired employees in the U.S. and abroad.  Components of net periodic benefit cost (income) and Company contributions for these plans were as follows:
 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Pension Benefits:
 
 
 
 
 
 
 
 
Components of net periodic benefit cost (income):
 
 
 
 
 
 
 
 
Service cost
 
$
622

 
$
529

 
$
1,865

 
$
1,589

Interest cost
 
1,727

 
1,978

 
5,183

 
5,937

Expected return on plan assets
 
(2,694
)
 
(2,103
)
 
(8,086
)
 
(6,311
)
Settlement cost
 
3,111

 
—

 
3,111

 
—

Amortization of unrecognized:
 
 
 
 
 
 
 
 
Prior service cost
 
(3
)
 
(2
)
 
(8
)
 
(8
)
Net actuarial loss (gain)
 
1,516

 
1,909

 
4,547

 
5,727

Net periodic benefit cost (income)
 
$
4,279

 
$
2,311

 
$
6,612

 
$
6,934

 
 
 
 
 
 
 
 
 
Cash contributions
 
$
7,709

 
$
5,369

 
$
24,216

 
$
20,297

 
 
 
 
 
 
 
 
 
Postretirement Healthcare Benefits:
 
 
 
 
 
 
 
 
Components of net periodic benefit cost (income):
 
 
 
 
 
 
 
 
Interest cost
 
$
2

 
$
4

 
$
6

 
$
12

Amortization of unrecognized:
 
 
 
 
 
 
 
 
Prior service cost
 
(31
)
 
(31
)
 
(93
)
 
(93
)
Net actuarial loss (gain)
 
(37
)
 
(30
)
 
(111
)
 
(90
)
Net periodic benefit cost (income)
 
$
(66
)
 
$
(57
)
 
$
(198
)
 
$
(171
)
 
 
 
 
 
 
 
 
 
Cash contributions
 
$
18

 
$
25

 
$
54

 
$
75

 
During the three and nine months ended August 31, 2013, the Company recorded a settlement cost of $3,111 related to the scheduled payment of pension benefits payable under our U.S. combined nonqualified pension plan to our former Executive Chairman, who retired from the Company at the end of 2012.

The Company’s policy is to contribute to its qualified U.S. and non-U.S. pension plans at least the minimum amount required by applicable laws and regulations, to contribute to the U.S. combined nonqualified plans when required for benefit payments, and to contribute to the postretirement healthcare benefit plan an amount equal to the benefit payments.  The Company, from time to time, makes voluntary contributions in excess of the minimum amount required as economic conditions warrant. The Company expects to contribute up to the following amounts to its various plans to pay benefits during 2013:

U.S. Qualified Plans
$
2,837

U.S. Combined Nonqualified Plans
21,335

Non-U.S. Plan
340

Postretirement Healthcare Benefit Plan
70

Total expected contributions
$
24,582



Page 18

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)

During the three and nine months ended August 31, 2013, the Company contributed $7,727 and $24,270, respectively, to its various plans. In addition to the plan assets related to its qualified plans, the Company has also funded $1,024 and $1,070 at August 31, 2013 and December 1, 2012, respectively, into a restricted trust for its U.S. combined nonqualified plans (see Note 6).  This trust is included in Other noncurrent assets in the Consolidated Condensed Balance Sheets.


10.
INCOME TAXES

The following is a reconciliation of the beginning and ending amount of gross unrecognized tax benefits for uncertain tax positions, including positions which impact only the timing of tax benefits.

 
Nine Months Ended
 
August 31,
2013
 
September 1,
2012
Unrecognized tax benefits at beginning of year
$
2,209

 
$
3,015

Additions for current period tax positions
348

 
257

Reductions for prior period tax positions
—

 
(6
)
Reductions for lapse of statue of limitations / settlements
(334
)
 
(390
)
Changes in interest and penalties
(226
)
 
38

Unrecognized tax benefits at end of period
$
1,997

 
$
2,914

 
At August 31, 2013, the amount of unrecognized tax benefit, that would impact the effective tax rate if recognized, was $1,386.  The Company recognizes interest and penalties related to unrecognized benefits in income tax expense.  At August 31, 2013, the Company had $245 accrued for the payment of interest and penalties.

Due to the various jurisdictions in which the Company files tax returns and the uncertainty regarding the timing of settlements, it is possible that there could be other significant changes in the amount of unrecognized tax benefits in the next twelve months; however, the amount cannot be estimated.

The Company is regularly audited by federal, state and foreign tax authorities.  The Internal Revenue Service has completed its audits of the Company’s U.S. income tax returns through fiscal year 2009.  With few exceptions, the Company is no longer subject to income tax examinations by state or foreign tax jurisdictions for years prior to 2007.

During the nine months ended August 31, 2013, the Company recognized a $985 benefit related to the extension of the research and development tax credit in January 2013.


11.
CONTINGENCIES

Legal Contingencies

From time to time, the Company is subject to lawsuits, investigations and disputes (some of which involve substantial claimed amounts) arising out of the conduct of its business, including matters relating to commercial transactions, product liability, intellectual property and other matters.  Items included in these other matters are discussed below.  The Company believes recorded reserves in its Consolidated Condensed Financial Statements are adequate in light of the probable and estimable outcomes of the items discussed below and other matters.  Any recorded liabilities were not material to the Company’s financial position, results of operation or liquidity and the Company does not currently believe that any pending claims or litigation, including those identified below, will materially affect its financial position, results of operations or liquidity.

Page 19

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


TransWeb/3M

On May 21, 2010, 3M Company and 3M Innovative Properties (“3M”) brought a lawsuit against TransWeb, LLC ("TransWeb") in the United States District Court for the District of Minnesota, alleging that certain TransWeb products infringe multiple claims of certain 3M patents. Shortly after receiving service of process in this litigation, TransWeb filed its own complaint against 3M in the United States District Court for the District of New Jersey, seeking a declaratory judgment that the asserted patents are invalid and that the products in question do not infringe. 3M withdrew its Minnesota action, and the parties are currently litigating the matter in New Jersey.

The litigation in question was filed and underway before the Company acquired TransWeb in December 2010, but the Company assumed the risk of this litigation as a result of the acquisition. On June 3, 2011, TransWeb filed a Second Amended Complaint against 3M, (i) seeking declaratory judgment that the asserted 3M patents are invalid, the TransWeb products in question do not infringe, and the 3M patents are unenforceable due to inequitable conduct by 3M in obtaining the patents, (ii) alleging patent infringement by 3M of a patent held by TransWeb, and (iii) alleging antitrust violations by 3M in connection with certain upstream and downstream markets for fluorinated polymeric filtration media under theories of Walker Process fraud and sham litigation. TransWeb later dropped its patent infringement allegations against 3M, but continued to allege and pursue its inequitable conduct and antitrust claims. Prior to trial, 3M voluntarily dismissed with prejudice the majority of the patent claims 3M had originally brought against TransWeb, but continued to allege infringement by TransWeb of two claims of one of the patents in suit.

A jury trial commenced on November 13, 2012. After 10 days of testimony and deliberation, on November 30, 2012, a six-member jury unanimously found that (i) TransWeb does not infringe the asserted claims of the 3M patent in suit, (ii) the asserted claims of the patent in suit are invalid as being obvious, (iii) 3M violated the antitrust laws in trying to enforce patents obtained through fraud on the United States Patent Office (i.e., Walker Process fraud), (iv) TransWeb is entitled to recoup lost profits of approximately $34 plus its attorneys' fees as damages, and (v) 3M did not engage in "sham" litigation. The jury also rendered a unanimous advisory verdict, which is not binding on the court, that 3M's asserted patents were obtained through inequitable conduct, and thus unenforceable.

The court has not yet decided whether to accept the jury's verdict on inequitable conduct and has not yet issued a final judgment in the case, pending (i) resolution of various post-trial motions made by 3M to set aside the jury verdicts adverse to 3M, and (ii) a separate procedure before a third party Special Master to quantify and qualify TransWeb's attorneys' fees that may be awarded as damages, including those subject to potential trebling under the antitrust laws. Such procedure is anticipated to take until at least September 2013 to resolve.

The Company acquired TransWeb on December 29, 2010.  Of the base purchase price, the Company withheld payment of $17,000 pending resolution of the 3M litigation, which funds could be used by the Company in connection with the same.  Any litigation related amounts incurred in excess of the amount withheld would be expensed and paid by the Company. During the three months ended August 31, 2013, the Company did not apply any legal charges against the withheld payment as the limit had been reached. During the nine months ended August 31, 2013, the Company applied legal charges of $531 against the withheld payment.  Since the acquisition, the Company has incurred legal charges of $18,258 related to the 3M litigation, of which $17,000 has been applied against the withheld portion of the TransWeb purchase price as noted above. During the three and nine months ended August 31, 2013, the Company expensed $384 and $1,258, respectively, related to the 3M litigation, which is included in Selling and administrative expenses in the Consolidated Condensed Statements of Earnings.
 
Other

Additionally, the Company is party to various proceedings relating to environmental issues.  The U.S. Environmental Protection Agency and/or other responsible state agencies have designated the Company as a potentially responsible party, along with other companies, in remedial activities for the cleanup of waste sites under the Comprehensive Environmental Response, Compensation, and Liability Act (“the federal Superfund statute”).  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 is not material.  However, environmental and related remediation costs are difficult to quantify for a number of reasons, including the number of parties involved, the difficulty in determining the nature and extent of the contamination at issue, the length of time remediation may require, the complexity of the environmental regulation and the continuing advancement of remediation technology.  Applicable federal law may impose joint and several liability on each potentially responsible party for the cleanup.

Page 20

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


In addition to the matters cited above, the Company is involved in legal actions arising in the normal course of business.  The Company records provisions with respect to identified claims or lawsuits when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Claims and lawsuits are reviewed quarterly and provisions are taken or adjusted to reflect the status of a particular matter.

Other Contingencies

In the event of a change in control of the Company, termination benefits are likely to be required for certain executive officers and other employees.


12.
EARNINGS PER SHARE AND STOCK REPURCHASE ACTIVITY

The Company calculates basic earnings per share by dividing net earnings by the weighted average number of shares outstanding.  Diluted earnings per share reflects the impact of outstanding stock options, restricted stock and other stock-based arrangements.  The FASB has issued guidance requiring unvested share-based payment awards containing nonforfeitable rights to dividends or dividend equivalents (whether paid or unpaid) be considered participating securities and included in the computation of earnings per share pursuant to the two-class method.  The Company’s unvested restricted stock unit awards discussed in Note 3 qualify as participating securities under this guidance.  However, the unvested restricted stock unit awards do not materially impact the calculation of basic or diluted earnings per share; therefore, the Company does not present the two-class method computation.  The following table provides a reconciliation of the numerators and denominators utilized in the calculation of basic and diluted earnings per share.

 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Weighted average number of shares outstanding - Basic
 
50,092,548

 
50,283,340

 
49,917,939

 
50,357,567

Dilutive effect of stock-based arrangements
 
512,261

 
580,554

 
563,110

 
621,975

Weighted average number of shares outstanding - Diluted
 
50,604,809

 
50,863,894

 
50,481,049

 
50,979,542

 
 
 
 
 
 
 
 
 
Net earnings attributable to CLARCOR Inc.
 
$
28,707

 
$
30,270

 
$
85,220

 
$
86,676

 
 
 
 
 
 
 
 
 
Net earnings per share attributable to CLARCOR Inc. - Basic
 
$
0.57

 
$
0.60

 
$
1.71

 
$
1.72

Net earnings per share attributable to CLARCOR Inc. - Diluted
 
$
0.57

 
$
0.60

 
$
1.69

 
$
1.70

 
 The following table provides additional information regarding the calculation of earnings per share and stock repurchase activity.
  
 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Number of antidilutive options with exercise prices greater than the average market price excluded from the computation of dilutive earnings per share
 
2,500

 
508,350

 
166,846

 
509,600

Common stock repurchased and retired pursuant to the Company's stock repurchase program
 
$
6,785

 
$
5,341

 
$
24,149

 
$
16,724

Number of shares repurchased and retired pursuant to the Company's stock repurchase program
 
124,000

 
110,300

 
470,100

 
337,800

 
At August 31, 2013, there remained $244,841 authorized for future purchases under the Company’s $250,000 stock repurchase program that was approved by the Company's Board of Directors on June 25, 2013.

Page 21

CLARCOR Inc.
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(Dollars in thousands except share data)
(Unaudited)


13.
SEGMENT INFORMATION

The Company operates in three principal product segments: Engine/Mobile Filtration, Industrial/Environmental Filtration and Packaging. Net sales represent sales to unaffiliated customers as reported in the Consolidated Condensed Statements of Earnings.  Intersegment sales were not material.  Unallocated amounts consist of interest expense, interest income and other non-operating income and expense items.  Assets are those assets used in each business segment.  Corporate assets consist of cash, deferred income taxes, corporate facility and equipment and various other assets that are not specific to an operating segment.  The Company operates as a consolidated entity, including cooperation between segments, cost allocating and sharing of certain assets.  As such, the Company makes no representation, that if operated on a standalone basis, these segments would report net sales, operating profit and other financial data reflected below.

Segment information is summarized as follows:

 
 
Quarter Ended
 
Nine Months Ended
 
 
August 31,
2013
 
September 1,
2012
 
August 31,
2013
 
September 1,
2012
Net sales:
 
 
 
 
 
 
 
 
Engine/Mobile Filtration
 
$
129,148

 
$
126,903

 
$
379,195

 
$
377,863

Industrial/Environmental Filtration
 
139,659

 
138,532

 
398,945

 
394,275

Packaging
 
20,319

 
21,298

 
54,840

 
56,714

 
 
$
289,126

 
$
286,733

 
$
832,980

 
$
828,852

 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 
 
 

 
 

Engine/Mobile Filtration
 
$
28,611

 
$
28,478

 
$
81,156

 
$
81,403

Industrial/Environmental Filtration
 
11,315

 
15,741

 
39,404

 
44,193

Packaging
 
2,059

 
1,962

 
4,641

 
4,008

 
 
41,985

 
46,181

 
125,201

 
129,604

Other income (expense), net
 
235

 
(206
)
 
7

 
404

Earnings before income taxes
 
$
42,220

 
$
45,975

 
$
125,208

 
$
130,008


 
August 31,
2013
 
December 1,
2012
Identifiable assets:
 
 
 
Engine/Mobile Filtration
$
389,296

 
$
372,011

Industrial/Environmental Filtration
701,511

 
706,610

Packaging
41,818

 
36,350

Corporate
103,119

 
90,531

 
$
1,235,744

 
$
1,205,502




Page 22




Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

The information presented in this discussion should be read in conjunction with other financial information provided in the Consolidated Condensed Financial Statements and accompanying notes and with the audited Consolidated Financial Statements and accompanying notes included in the 2012 Form 10-K.  Except as otherwise set forth herein, references to particular years refer to our applicable fiscal year.  The analysis of operating results focuses on our three reportable business segments:  Engine/Mobile Filtration, Industrial/Environmental Filtration and Packaging.


EXECUTIVE SUMMARY

  Management Discussion Snapshot
(In thousands, except per share data)

 
 
Third Quarter
First Nine Months
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
 
 
2013
 
2012
 
$
 
%
 
2013
 
2012
 
$
 
%
 
Net sales
 
$
289,126

 
$
286,733

 
$
2,393

 
1
 %

$
832,980

 
$
828,852

 
$
4,128

 
1
 %
 
Cost of sales
 
197,226

 
191,845

 
5,381

 
3
 %
 
561,380

 
549,563

 
11,817

 
2
 %
 
Gross profit
 
91,900

 
94,888

 
(2,988
)
 
(3
)%
 
271,600

 
279,289

 
(7,689
)
 
(3
)%
 
Selling and administrative expenses
 
49,915

 
48,707

 
1,208

 
2
 %
 
146,399

 
149,685

 
(3,286
)
 
(2
)%
 
Operating profit
 
41,985

 
46,181

 
(4,196
)
 
(9
)%
 
125,201

 
129,604

 
(4,403
)
 
(3
)%
 
Other income (expense)
 
235

 
(206
)
 
441

 
 

 
7

 
404

 
(397
)
 
 

 
Provision for income taxes
 
13,447

 
15,564

 
(2,117
)
 
(14
)%
 
39,754

 
43,026

 
(3,272
)
 
(8
)%
 
Net earnings attributable to CLARCOR
 
28,707

 
30,270

 
(1,563
)
 
(5
)%
 
85,220

 
86,676

 
(1,456
)
 
(2
)%
 
Weighted average diluted shares
 
50,605

 
50,864

 
(259
)
 
(1
)%
 
50,481

 
50,980

 
(499
)
 
(1
)%
 
Diluted earnings per share attributable to CLARCOR
 
$
0.57

 
$
0.60

 
$
(0.03
)
 
(5
)%
 
$
1.69

 
$
1.70

 
$
(0.01
)
 
(1
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Percentages:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross margin
 
31.8
%
 
33.1
%
 
 
 
(1.3
)
pt
32.6
%
 
33.7
%
 
 
 
(1.1
)
pt
Selling and administrative percentage
 
17.3
%
 
17.0
%
 
 
 
0.3

pt
17.6
%
 
18.1
%
 
 
 
(0.5
)
pt
Operating margin
 
14.5
%
 
16.1
%
 
 
 
(1.6
)
pt
15.0
%
 
15.6
%
 
 
 
(0.6
)
pt
Effective tax rate
 
31.8
%
 
33.9
%
 
 
 
(2.1
)
pt
31.8
%
 
33.1
%
 
 
 
(1.3
)
pt
Net earnings margin
 
9.9
%
 
10.6
%
 
 
 
(0.7
)
pt
10.2
%
 
10.5
%
 
 
 
(0.3
)
pt

Page 23




Third Quarter

Net Sales

Net sales increased $2.4 million, or 1%, in the third quarter of 2013 from the third quarter of 2012. Estimated components of this 1% increase in net sales are as follows:
Volume
 
1
%
Pricing
 
—
%
Modular acquisition
 
—
%
Foreign exchange
 
—
%
 
 
1
%

Our $2.4 million, or 1%, increase in net sales in the third quarter of 2013 from the third quarter of 2012 was driven by a $2.3 million, or 2%, increase in net sales at our Engine/Mobile Filtration segment and a $1.1 million, or 1%, increase in net sales at our Industrial/Environmental Filtration segment, partially offset by a $1.0 million, or 5%, decrease in net sales at our Packaging segment.

•
The $2.3 million, or 2%, increase in net sales at our Engine/Mobile Filtration segment primarily resulted from $3.9 million, or 5%, higher sales within the U.S., partly offset by a $1.3 million, or 3%, decrease in foreign sales and by a $0.3 million decrease due to changes in foreign currency exchange rates. The 5% increase in U.S. sales in this segment was driven by a 6% increase in sales of heavy-duty engine filters to the U.S. aftermarket. The decrease in foreign sales was driven by a 10% decline in sales of heavy-duty engine filters in Europe, partially offset by a 5% increase in export sales of heavy-duty engine filters to Canada, Southeast Asia and South America.

•
The $1.1 million, or 1%, increase in net sales at our Industrial/Environmental Filtration segment was caused by a $2.5 million, or 7%, increase in foreign net sales, partly offset by a $1.4 million, or 1%, decrease in sales within the U.S. The 7% increase in foreign net sales primarily resulted from increased sales of natural gas vessels and aftermarket filters in Latin America and increased sales of refinery and petrochemical vessels and aftermarket filters in Europe. These effects were partly offset by lower foreign net sales of military aviation and marine filters and dust collector systems in Europe, lower sales from our Modular Engineering business in Australia, and lower sales of aerospace, oil drilling and other industrial filters. The 1% decrease in sales within the U.S. was driven by declines in sales of air filtration products, dust collector systems and filtration media. These lower sales were partly offset by increased sales within the U.S. of aviation and natural gas vessels and aftermarket filters, and increased aerospace filter sales.

•
The $1.0 million, or 5%, decrease in net sales at our Packaging segment was driven primarily by lower sales of decorated flat sheet metal products, film packaging products and confection packaging products, partially offset by higher sales of spice containers.

Cost of Sales

Cost of sales increased $5.4 million, or 3%, in the third quarter of 2013 from the third quarter of 2012. As a result, our gross margin decreased to 31.8% in the third quarter of 2013 from 33.1% in the third quarter of 2012. This decrease was primarily caused by a $4.6 million loss on disposal of equipment at our air filtration operations in the third quarter of 2013, reflecting our strategic focus within our air filtration operations on higher-end air filtration products that are not manufactured with this equipment. Gross margin was positively impacted by a less than one percent increase in selling prices of our products and a decrease in our material purchase costs of approximately 1% from the third quarter of 2012, reflecting our continued focus on cost reduction initiatives.

Selling and Administrative Expenses

Selling and administrative expenses increased $1.2 million, or 2%, in the third quarter of 2013 from the third quarter of 2012. This increase was primarily the result of a $3.1 million settlement charge in the third quarter of 2013 related to the scheduled payment of pension benefits under our U.S. combined nonqualified pension plan to our former Executive Chairman, who retired from the Company at the end of 2012. This was partially offset by lower expense of $1.4 million in the third quarter of 2013 from the third quarter of 2012 related to a change in the estimated contingent liability for a potential earn-out

Page 24



payment to one of the former owners of our TransWeb subsidiary. Since selling and administrative expenses increased 2% while sales increased 1%, our selling and administrative expenses as a percentage of net sales increased to 17.3% in the third quarter of 2013 from 17.0% in last year's third quarter.

First Nine Months

Net Sales

Net sales increased $4.1 million, or 1%, in the first nine months of 2013 from the first nine months of 2012. We estimate that volume and changes in foreign exchange rates each resulted in a less than one percent decrease in net sales in the first nine months of 2013 from the first nine months of 2012, while pricing and acquisitions each resulted in a less than one percent increase in net sales in the first nine months of 2013 from the first nine months of 2012.

Our $4.1 million, or 1%, increase in net sales in the first nine months of 2013 from the first nine months of 2012 reflects a $4.7 million, or 1%, increase in net sales at our Industrial/Environmental Filtration segment and a $1.3 million, or less than one percent, increase in net sales at our Engine/Mobile Filtration segment, partially offset by a $1.9 million, or 3%, decrease in net sales at our Packaging segment.

•
The $4.7 million, or 1%, increase in net sales at our Industrial/Environmental Filtration segment was driven by $2.1 million in higher sales arising from our acquisition of Modular Engineering Pty Ltd in Australia in the second quarter of 2012. Excluding the impact of the Modular acquisition, net sales at our Industrial/Environmental Filtration segment increased $2.6 million, or 1%, as growth in natural gas vessels and aftermarket filter sales in the U.S. and Latin America, as well as growth in refinery, petrochemical and aviation filter sales and growth in filter sales through our Total Filtration Services ("TFS") distribution business were partially offset by lower sales of military aviation and marine filters and dust collection systems in Europe, lower sales of commercial and industrial air filters in the U.S. and lower filtration media sales at TransWeb.

•
The $1.3 million, or less than one percent, increase in net sales at our Engine/Mobile Filtration segment was driven by a 2% increase in U.S. sales in this segment, which was primarily due to a 2% increase in sales of heavy-duty engine filters to the U.S. aftermarket. This was partially offset by a 1% decrease in foreign sales, which was due primarily to a 9% decline in heavy-duty engine filter sales in Europe, partially offset by increased export sales of heavy-duty engine filters in Canada, Southeast Asia and South America.

•
The $1.9 million, or 3%, decrease in net sales at our Packaging segment reflects lower sales of film packaging products, confection packaging products and decorated flat sheet metal products, partly offset by growth in spice containers and packaging sales to the battery and smokeless tobacco markets.

Cost of Sales

Cost of sales increased $11.8 million, or 2%, in the first nine months of 2013 from the first nine months of 2012. This increase was greater than the 1% increase in net sales. As a result, our gross margin decreased to 32.6% in the first nine months of 2013 from 33.7% in the first nine months of 2012. This decrease was driven by a $4.6 million loss on disposal of equipment at our air filtration operations in the third quarter of 2013. Our material purchase costs decreased approximately 1% from the first nine months of 2012. However, we experienced lower fixed cost absorption due to lower sales at our air filtration, filtration media and packaging businesses as well as due to costs related to increased capacity and infrastructure to support expected future growth, including the expansion of our manufacturing facility in Yankton, South Dakota.

Selling and Administrative Expenses

Selling and administrative expenses declined $3.3 million, or 2%, in the first nine months of 2013 from the first nine months of 2012. This reduction was primarily the result of $4.0 million lower pension and postretirement benefits plan expense, $1.9 million lower expense related to stock-based compensation, $1.4 million lower expense related to a change in the estimated contingent liability for a potential earn-out payment to one of the former owners of our TransWeb subsidiary and $0.9 million lower compensation expense related to our company-wide profit sharing program. This reduction was partially offset by a $3.1 million settlement charge in the third quarter of 2013 related to the scheduled payment of pension benefits under our U.S. combined nonqualified pension plan to our former Executive Chairman, who retired from the Company at the end of 2012, and by a $1.3 million increase in expenses related to the TransWeb/3M litigation. The increase in expenses related to the TransWeb/3M litigation reflects amounts incurred in excess of the $17.0 million withheld from the base purchase price when we acquired TransWeb. Since

Page 25



selling and administrative expenses decreased 2% while sales increased 1%, our selling and administrative expenses as a percentage of net sales decreased to 17.6% in the first nine months of 2013 from 18.1% in last year's first nine months.

Other Items

Other significant items impacting the comparison between the periods presented are as follows:

•
Acquisitions

The acquisition of Modular Engineering Company Pty Ltd. ("Modular") in the second quarter of 2012 impacted our net sales and operating profit (loss) in the third quarter and first nine months of 2013 compared to the third quarter and first nine months of 2012 as follows:
(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Net sales
 
$
(929
)
 
$
2,126

Operating loss
 
(592
)
 
(1,591
)
  
The decline in sales at Modular in the third quarter of 2013 compared to the third quarter of 2012 was driven by the timing of several large projects in the third quarter of 2012 that did not repeat this year. The operating results at this acquired company in the third quarter and first nine months of 2013 reflect planned investments during these periods in product development and engineering capabilities, the addition of selling and administrative resources to support our long-term growth initiatives, as well as the impact of $0.2 million of bad debt expense relating to a customer bankruptcy during the first quarter of 2013.

•
Foreign Exchange

The average exchange rates for foreign currencies versus the U.S. dollar unfavorably impacted our 2013 translated U.S. dollar value of net sales and operating profit compared to the same periods in 2012 as follows:
(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Net sales
 
$
(265
)
 
$
(659
)
Operating loss
 
(214
)
 
(401
)

•
Other income (expense)

Interest income (expense)

Net interest income (expense) in the third quarter and first nine months of each of 2013 and 2012 was not significant.

Foreign currency gains and (losses)

We recognized foreign currency gains (losses) in other income (expense) primarily from the translation of cash accounts at certain foreign subsidiaries denominated in currencies other than their functional currencies as follows:
(Dollars in thousands)
 
Third Quarter
 
First Nine Months
2013
 
$
95

 
$
(137
)
2012
 
(184
)
 
(701
)

Other income (expense)

There was no significant other income (expense) in the third quarter of 2013 or in the third quarter of 2012. There was no significant other income (expense) in the first nine months of 2013. Other income (expense) in the first nine months of 2012 included the receipt of a $1.2 million dividend pursuant to our investment in BioProcess Algae LLC.

Page 26




•
Provisions for income taxes

Our effective tax rate decreased 2.1 percentage points to 31.8% in the third quarter of 2013 from 33.9% in the third quarter of 2012 primarily due to the extension of the research and development tax credit in December 2012 and various tax planning activities. Our effective tax rate decreased 1.3 percentage points in the first nine months of 2013 from the first nine months of 2012 primarily from a $1.0 million benefit in the first nine months of 2013 related to the extension of the research and development tax credit in December 2012 and from various tax planning activities.

•
Shares outstanding

Average diluted shares outstanding decreased by 0.3 million shares in the third quarter of 2013 and by 0.5 million in the first nine months of 2013 from the comparable prior year periods of 2012 as our repurchases of common stock were only partially offset by incremental dilutive shares related to stock option exercises and the issuance of stock options and restricted shares.



Page 27




SEGMENT ANALYSIS
 
 
 
Third Quarter
 
First Nine Months
(Dollars in thousands)
 
2013
 
%
Total
 
2012
 
%
Total
 
2013
 
%
Total
 
2012
 
%
Total
Net sales:
 
 
 
 

 
 
 
 
 
 
 
 
 
 
 
 
Engine/Mobile Filtration
 
$
129,148

 
45
%
 
$
126,903

 
44
%
 
$
379,195

 
46
%
 
$
377,863

 
46
%
Industrial/Environmental Filtration
 
139,659

 
48
%
 
138,532

 
48
%
 
398,945

 
48
%
 
394,275

 
48
%
Packaging
 
20,319

 
7
%
 
21,298

 
8
%
 
54,840

 
6
%
 
56,714

 
6
%
 
 
$
289,126

 
100
%
 
$
286,733

 
100
%
 
$
832,980

 
100
%
 
$
828,852

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross profit:
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

Engine/Mobile Filtration
 
$
46,568

 
51
%
 
$
45,830

 
48
%
 
$
134,907

 
50
%
 
$
137,565

 
49
%
Industrial/Environmental Filtration
 
41,141

 
45
%
 
44,963

 
47
%
 
126,113

 
46
%
 
131,132

 
47
%
Packaging
 
4,191

 
4
%
 
4,095

 
5
%
 
10,580

 
4
%
 
10,592

 
4
%
 
 
$
91,900

 
100
%
 
$
94,888

 
100
%
 
$
271,600

 
100
%
 
$
279,289

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Operating profit:
 
 
 
 

 
 
 
 

 
 
 
 

 
 
 
 

Engine/Mobile Filtration
 
$
28,611

 
68
%
 
$
28,478

 
62
%
 
$
81,156

 
65
%
 
$
81,403

 
63
%
Industrial/Environmental Filtration
 
11,315

 
27
%
 
15,741

 
34
%
 
39,404

 
31
%
 
44,193

 
34
%
Packaging
 
2,059

 
5
%
 
1,962

 
4
%
 
4,641

 
4
%
 
4,008

 
3
%
 
 
$
41,985

 
100
%
 
$
46,181

 
100
%
 
$
125,201

 
100
%
 
$
129,604

 
100
%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross margin:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Engine/Mobile Filtration
 
36.1
%
 
 

 
36.1
%
 
 
 
35.6
%
 
 

 
36.4
%
 
 
Industrial/Environmental Filtration
 
29.5
%
 
 

 
32.5
%
 
 
 
31.6
%
 
 

 
33.3
%
 
 
Packaging
 
20.6
%
 
 

 
19.2
%
 
 
 
19.3
%
 
 

 
18.7
%
 
 
 
 
31.8
%
 
 

 
33.1
%
 
 
 
32.6
%
 
 

 
33.7
%
 
 
 
 


 
 
 


 
 
 
 
 
 
 
 
 
 
Operating margin:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Engine/Mobile Filtration
 
22.2
%
 
 

 
22.4
%
 
 

 
21.4
%
 
 

 
21.5
%
 
 

Industrial/Environmental Filtration
 
8.1
%
 
 

 
11.4
%
 
 

 
9.9
%
 
 

 
11.2
%
 
 

Packaging
 
10.1
%
 
 

 
9.2
%
 
 

 
8.5
%
 
 

 
7.1
%
 
 

 
 
14.5
%
 
 

 
16.1
%
 
 

 
15.0
%
 
 

 
15.6
%
 
 



Page 28




Engine/Mobile Filtration Segment

 
 
Third Quarter
First Nine Months
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
(Dollars in thousands)
 
2013
 
2012
 
$
 
%
 
2013
 
2012
 
$
 
%
 
Net sales
 
$
129,148

 
$
126,903

 
$
2,245

 
2
%
 
$
379,195

 
$
377,863

 
$
1,332

 
—
 %
 
Cost of sales
 
82,580

 
81,073

 
1,507

 
2
%
 
244,288

 
240,298

 
3,990

 
2
 %
 
Gross profit
 
46,568

 
45,830

 
738

 
2
%
 
134,907

 
137,565

 
(2,658
)
 
(2
)%
 
Selling and administrative expenses
 
17,957

 
17,352

 
605

 
3
%
 
53,751

 
56,162

 
(2,411
)
 
(4
)%
 
Operating profit
 
28,611

 
28,478

 
133

 
—
%
 
81,156

 
81,403

 
(247
)
 
—
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross margin
 
36.1%
 
36.1%
 
 
 
—
pt
35.6%
 
36.4%
 
 
 
(0.8)
pt
Selling and administrative percentage
 
13.9%
 
13.7%
 
 
 
0.2
pt
14.2%
 
14.9%
 
 
 
(0.7)
pt
Operating margin
 
22.2%
 
22.4%
 
 
 
(0.2)
pt
21.4%
 
21.5%
 
 

 
(0.1)
pt

Our Engine/Mobile Filtration segment primarily sells aftermarket filters for heavy-duty trucks and off-highway vehicles, locomotives and automobiles.  The largest market included in this segment includes heavy-duty engine truck filters produced at our Baldwin business unit.
  
Net Sales

The changes in net sales for our Engine/Mobile Filtration segment in the third quarter and first nine months of 2013 from the comparable periods of 2012 are detailed in the following tables:    
 
 
 
Third Quarter
 
First Nine Months
Volume
 
2
%
 
—
%
Pricing
 
—
%
 
—
%
Foreign exchange
 
—
%
 
—
%
 
 
2
%
 
—
%

(Dollars in thousands)
 
Third Quarter
 
First Nine Months
2012
 
$
126,903

 
$
377,863

 
 
 
 
 
U.S. net sales
 
3,923

 
4,061

Foreign net sales (including export)
 
(1,336
)
 
(2,068
)
Foreign exchange
 
(342
)
 
(661
)
Net increase
 
2,245

 
1,332

 
 
 
 
 
2013
 
$
129,148

 
$
379,195

  


Page 29




The net changes in U.S. net sales for our Engine/Mobile Filtration segment in the third quarter and first nine months of 2013 from the comparable periods in 2012 are detailed as follows:

(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Heavy-duty engine filters
 
$
3,275

 
$
2,751

Locomotive filters
 
299

 
635

Other
 
349

 
675

Increase in U.S. net sales
 
$
3,923

 
$
4,061

  
Our U.S. net sales increased 5% in the third quarter of 2013 compared with the same period in 2012, primarily reflecting a 6% increase in heavy-duty engine filter aftermarket sales, which was driven by improved year-over-year demand from our U.S. independent distributors--our primary distribution channel. This growth exceeded the 5% year-over-year increase in heavy-duty truck tonnage for the preceding three months as measured by the American Trucking Associations, which we believe is a leading indicator of heavy-duty engine filter aftermarket demand in the U.S. We also experienced growth of approximately 7% in locomotive filter sales in the third quarter of 2013 compared with the same period in 2012, as well as growth in dust collection cartridge filter sales. Our U.S. net sales increased 2% in the first nine months of 2013 compared with the same period in 2012, primarily driven by a 2% increase in heavy-duty engine filter aftermarket sales.

The net changes in foreign net sales (adjusted for changes in foreign currencies) for our Engine/Mobile Filtration segment in the third quarter and first nine months of 2013 from the comparable periods in 2012 are detailed as follows:

(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Export sales primarily to Southeast Asia, South America and the Middle East
 
970

 
1,367

Heavy-duty engine filter sales in Australia
 
(356
)
 
(388
)
Heavy-duty engine filter sales in Europe
 
(1,062
)
 
(3,152
)
Other
 
(888
)
 
105

Decrease in foreign net sales
 
$
(1,336
)
 
$
(2,068
)

Our foreign net sales decreased 3% in the third quarter of 2013 compared with the same period in 2012 and decreased 1% in the first nine months of 2013 compared with the same period in 2012. These declines in net sales were primarily the result of decreased sales in Europe, where our sales of heavy-duty engine filters declined 10% in the third quarter of 2013 and 9% in the first nine months of 2013 compared with the same periods in 2012, which we believe was primarily driven by lingering macroeconomic conditions in Europe. Sales of heavy-duty engine filters in Australia declined 10% in the third quarter of 2013 and 4% in the first nine months of 2013 compared with the same periods in 2012. These lower sales in Europe and Australia were partially offset by increased export sales of heavy-duty engine filters to Southeast Asia, South America and the Middle East during these periods.

Cost of Sales

Cost of sales increased $1.5 million, or 2%, in the third quarter of 2013 from the third quarter of 2012. This increase was consistent with the 2% increase in net sales. As a result, our gross margin stayed flat at 36.1% in the third quarter of 2013 from 36.1% in the third quarter of 2012. Our material costs and our pricing improved compared with the third quarter of 2012, as we experienced material cost decreases related to changes in product mix and were able to generate cost savings from our continuous cost reduction activities. This was offset by increased manufacturing overhead, primarily due to the impact of additional capacity brought into service to support expected future growth.

Cost of sales increased $4.0 million, or 2%, in the first nine months of 2013 from the first nine months of 2012. This increase was greater than the less than one percent increase in net sales. As a result, our gross margin decreased to 35.6% in the first nine months of 2013 from 36.4% in the first nine months of 2012. Our material costs and our pricing improved compared with the first nine months of 2012, as we experienced material cost decreases related to changes in product mix and we were able to generate cost savings from our continuous cost reduction activities. This was offset by increased manufacturing overhead, primarily

Page 30



reflecting lower absorption of fixed manufacturing costs due to the impact of additional capacity brought into service to support expected future growth.

Selling and Administrative Expenses

Selling and administrative expenses increased $0.6 million, or 3%, in the third quarter of 2013 from the third quarter of 2012. This increase was primarily the result of $0.4 million higher legal and other professional services expenses and $0.4 million higher bad debt expenses. With selling and administrative expenses in this segment increasing 3% while segment net sales increased 2%, our selling and administrative expenses as a percentage of net sales increased to 13.9% in the third quarter of 2013 from 13.7% in the third quarter of 2012.

Selling and administrative expenses decreased $2.4 million, or 4%, in the first nine months of 2013 from the first nine months of 2012. This reduction was primarily the result of $1.2 million lower employee costs related to stock-based compensation and pension and postretirement benefits and $1.2 million lower legal and other professional services expenses. With selling and administrative expenses in this segment declining 4% while our net sales increased less than one percent, our selling and administrative expenses as a percentage of net sales declined to 14.2% in the first nine months of 2013 from 14.9% in the first nine months of 2012.

Industrial/Environmental Filtration Segment

 
 
Third Quarter
First Nine Months
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
(Dollars in thousands)
 
2013
 
2012
 
$
 
%
 
2013
 
2012
 
$
 
%
 
Net sales
 
$
139,659

 
$
138,532

 
$
1,127

 
1
 %
 
$
398,945

 
$
394,275

 
$
4,670

 
1
 %
 
Cost of sales
 
98,518

 
93,569

 
4,949

 
5
 %
 
272,832

 
263,143

 
9,689

 
4
 %
 
Gross profit
 
41,141

 
44,963

 
(3,822
)
 
(9
)%
 
126,113

 
131,132

 
(5,019
)
 
(4
)%
 
Selling and administrative expenses
 
29,826

 
29,222

 
604

 
2
 %
 
86,709

 
86,939

 
(230
)
 
—
 %
 
Operating profit
 
11,315

 
15,741

 
(4,426
)
 
(28
)%
 
39,404

 
44,193

 
(4,789
)
 
(11
)%
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross margin
 
29.5%
 
32.5%
 
 
 
(3.0)
pt
31.6%
 
33.3%
 
 
 
(1.7)
pt
Selling and administrative percentage
 
21.4%
 
21.1%
 
 
 
0.3
pt
21.7%
 
22.1%
 
 
 
(0.4)
pt
Operating margin
 
8.1%
 
11.4%
 
 

 
(3.3)
pt
9.9%
 
11.2%
 
 

 
(1.3)
pt

Our Industrial/Environmental Filtration segment sells a variety of filtration products to various end-markets.  Included in this market are HVAC filters, natural gas vessels and aftermarket filters, aviation fuel filters and filter systems, and other markets including oil drilling, aerospace, fibers and resins and dust collector systems.

Net Sales

The changes in net sales for our Industrial/Environmental Filtration segment in the third quarter and first nine months of 2013 from the comparable periods in 2012 are detailed in the following tables:    

 
 
Third Quarter
 
First Nine Months
Volume
 
1
%
 
—
%
Pricing
 
—
%
 
—
%
Modular acquisition
 
—
%
 
1
%
Foreign exchange
 
—
%
 
—
%
 
 
1
%
 
1
%


Page 31



(Dollars in thousands)
 
Third Quarter
 
First Nine Months
2012
 
$
138,532

 
$
394,275

 
 
 
 
 
U.S. net sales
 
(1,426
)
 
354

Foreign net sales (including export)
 
2,476

 
4,314

Foreign exchange
 
77

 
2

Net increase
 
1,127

 
4,670

 
 
 
 
 
2013
 
$
139,659

 
$
398,945


The net changes in U.S. net sales for our Industrial/Environmental Filtration segment in the third quarter and first nine months of 2013 from the comparable periods of 2012 are detailed as follows:

(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Natural gas - vessels and aftermarket filters
 
$
955

 
$
5,248

Aviation - vessels and aftermarket filters
 
1,258

 
2,796

Filter sales through Total Filtration Services (TFS)
 
369

 
1,425

Dust collector systems
 
(683
)
 
(532
)
Filtration media sales through TransWeb
 
(659
)
 
(3,375
)
Air filtration
 
(2,711
)
 
(5,974
)
All other, net
 
45

 
766

(Decrease) increase in U.S. net sales
 
$
(1,426
)
 
$
354


•
Higher sales in the natural gas market in the third quarter and first nine months of 2013 from the comparable periods of 2012 were driven by an increase in natural gas vessel and replacement element sales arising from increased natural gas extraction and transportation activity throughout the U.S., including at various shale gas basins.

•
Higher sales in the aviation market in the third quarter and first nine months of 2013 from the comparable periods of 2012 were driven by increased sales of commercial and military aviation filtration products, including filter separators, coalescers, and replacement cartridges used at various filtration points related to the storage, transportation and dispensing of aviation fuel.

•
Higher sales through our TFS distribution subsidiary in the the third quarter and first nine months of 2013 from the comparable periods of 2012 were primarily the result of higher liquid and air filter sales to a variety of customers, including those in the automotive, food and beverage and heavy equipment markets.

•
Lower dust collection system sales in the third quarter and first nine months of 2013 from the comparable period in 2012 were primarily the result of lower sales of Dust Hog® weld fume collection systems and Smog Hog® industrial mist collection systems by our United Air Specialists subsidiary.

•
Lower sales of filtration media at TransWeb in the third quarter and first nine months of 2013 from the comparable periods of 2012 were primarily the result of lower order volume from a significant customer.

•
Lower sales of air filtration products in the third quarter and first nine months of 2013 from the comparable periods of 2012 were driven by lower sales of heating, ventilation and air conditioning filters to various commercial and industrial customers and lower swine filtration sales due to continuing negative impact of drought conditions in much of the U.S. and the resultant impact on capital spending decisions by agricultural customers.

Page 32




The net changes in foreign net sales (including export sales and excluding the impact of changes in foreign currency exchange rates) for the Industrial/Environmental Filtration segment in the third quarter and first nine months of 2013 from the comparable periods of 2012 are detailed as follows:

(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Natural gas vessels and aftermarket filters (Middle East, Asia, South America, Canada)
 
$
3,625

 
$
6,414

Acquisition of Modular Engineering (Australia)
 
(703
)
 
2,393

Refinery and petrochemical vessels and aftermarket filters (Europe)
 
1,686

 
2,103

Dust collector systems (Europe, China)
 
418

 
(802
)
Aerospace, oil drilling and other industrial filter export sales (Europe, Asia)
 
(1,671
)
 
(2,239
)
Military aviation and marine filters (Europe)
 
(941
)
 
(3,886
)
All other, net
 
62

 
331

Increase in foreign net sales
 
$
2,476

 
$
4,314


•
Higher sales of natural gas vessels and aftermarket filters in the third quarter and first nine months of 2013 from the comparable prior year periods were driven by increased natural gas extraction, processing and transportation activity in Latin America, where we continue to develop key customer relationships. These increased sales were partially offset by lower sales in Canada and Southeast Asia. Lower sales in Canada reflect lower export demand from the U.S., as increased U.S. natural gas production, including at various shale gas basins, has lowered demand for natural gas exports from Canada.

•
Higher sales of refinery and petrochemical vessels and aftermarket filters in the third quarter and first nine months of 2013 compared to the same periods last year were driven by the timing of several large petrochemical system orders in Europe in 2013.

•
Sales of dust collector systems increased in the third quarter of 2013 from the comparable prior year period, driven by increased sales in China, partially offset by lower demand for industrial dust, fume and oil mist collectors in Europe, which we believe was primarily due to weak macroeconomic conditions in Europe. These lower sales in Europe have driven lower overall sales of dust collector systems in the first nine months of 2013 from the comparable prior year period.

•
Lower export sales of aerospace, off-shore oil drilling and other industrial filters in the third quarter and first nine months of 2013 from the comparable prior year periods were driven by lower sales of sand control screen filters to the oil and gas drilling industry, due primarily to timing issues with a major customer. These lower sales were partially offset by higher sales of cabin air, hydraulic and waste tank filters to the aerospace industry.

•
Lower sales of military aviation and marine filtration products in the third quarter and first nine months of 2013 compared to the same periods last year were driven by lower government military spending in Europe, which we believe was primarily driven by lingering adverse macroeconomic conditions in Europe.

Cost of Sales

Cost of sales increased $4.9 million, or 5%, in the third quarter of 2013 from the third quarter of 2012. This increase was greater than the 1% increase in net sales. As a result, our gross margin decreased to 29.5% in the third quarter of 2013 from 32.5% in the third quarter of 2012. This decrease was driven by a $4.6 million loss on disposal of equipment at our air filtration operations in the third quarter of 2013. Our gross margin was positively impacted by a reduction in material purchase costs of approximately 1% in the third quarter of 2013 from the third quarter of 2012, partially offset by lower fixed cost absorption due to lower sales at our air filtration and filtration media businesses.

Cost of sales increased $9.7 million, or 4%, in the first nine months of 2013 from the comparable period of 2012, while net sales increased 1%. As a result, our gross margin decreased to 31.6% in the first nine months of 2013 from 33.3% in the first nine months of 2012. This decrease was driven by a $4.6 million loss on disposal of equipment at our air filtration operations in the third quarter of 2013. Although we realized some reductions in direct material and labor costs through our continuous improvement initiatives in the first nine months of 2013, our material and overhead costs as a percentage of net sales increased approximately 3% in the first nine months of 2013 from the comparable prior year period. This increase was due primarily to an increased sales

Page 33



mix of natural gas vessels, which carry higher material content in comparison to filter elements and other replacement filters, and lower absorption of fixed manufacturing overhead due to lower sales of air filtration products and lower sales of filtration media.

Selling and Administrative Expenses

Selling and administrative expenses increased $0.6 million, or 2%, in the third quarter of 2013 from the third quarter of 2012. This increase was primarily the result of $0.4 million higher legal and other professional services expenses and $0.3 million higher bad debt expense. With selling and administrative expenses increasing 2% while our net sales increased 1%, our selling and administrative expenses as a percentage of net sales increased to 21.4% in the third quarter of 2013 from 21.1% in last year's third quarter.

Selling and administrative expenses decreased $0.2 million, or less than one percent, in the first nine months of 2013 from the comparable period of 2012. This decrease was primarily the result of lower employee costs related to stock-based compensation and pension and postretirement benefits, and lower compensation expense related to our profit sharing program, partially offset by higher legal and other professional services expenses and higher bad debt expenses. With selling and administrative expenses decreasing less than one percent while our net sales increased 1%, we reduced our selling and administrative expenses as a percentage of net sales to 21.7% in the first nine months of 2013 from 22.1% in the comparable period of 2012.

Packaging Segment
  
 
 
Third Quarter
First Nine Months
 
 
 
 
 
 
Change
 
 
 
 
 
Change
 
(Dollars in thousands)
 
2013
 
2012
 
$
 
%
 
2013
 
2012
 
$
 
%
 
Net sales
 
$
20,319

 
$
21,298

 
$
(979
)
 
(5
)%
 
$
54,840

 
$
56,714

 
$
(1,874
)
 
(3
)%
 
Cost of sales
 
16,128

 
17,203

 
(1,075
)
 
(6
)%
 
44,260

 
46,122

 
(1,862
)
 
(4
)%
 
Gross profit
 
4,191

 
4,095

 
96

 
2
 %
 
10,580

 
10,592

 
(12
)
 
—
 %
 
Selling and administrative expenses
 
2,132

 
2,133

 
(1
)
 
—
 %
 
5,939

 
6,584

 
(645
)
 
(10
)%
 
Operating profit
 
2,059

 
1,962

 
97

 
5
 %
 
4,641

 
4,008

 
633

 
16
 %
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Gross margin
 
20.6%
 
19.2%
 
 
 
1.4
pt
19.3%
 
18.7%
 
 
 
0.6
pt
Selling and administrative percentage
 
10.5%
 
10.0%
 
 
 
0.5
pt
10.8%
 
11.6%
 
 
 
(0.8)
pt
Operating margin
 
10.1%
 
9.2%
 
 
 
0.9
pt
8.5%
 
7.1%
 
 
 
1.4
pt

Our Packaging segment manufactures and sells consumer and industrial packaging products.

Net Sales

The $1.0 million, or 5%, reduction in net sales in the third quarter and the $1.9 million, or 3%, reduction in net sales in the first nine months of 2013 at our Packaging segment from the comparable periods last year are detailed in the following table:

(Dollars in thousands)
 
Third Quarter
 
First Nine Months
Film packaging
 
$
(573
)
 
$
(1,715
)
Confection packaging
 
(309
)
 
(1,662
)
Decorated flat sheet metal products
 
(856
)
 
(1,206
)
Spice packaging
 
506

 
2,161

Other
 
253

 
548

Decrease in U.S. net sales
 
$
(979
)
 
$
(1,874
)

Lower sales of film packaging in the third quarter and first nine months of 2013 from the comparable periods of 2012 were driven by lower sales of metal lithography film cannisters due to a continued migration within the film industry from analog to

Page 34



digital technologies. Lower sales of confection packaging during these periods were primarily due to the loss of a significant customer in 2012. The increase in spice packaging sales in the third quarter and first nine months of 2013 compared to the prior year was due to increased order volume from both branded and private label customers.

Cost of Sales

Cost of sales decreased $1.0 million, or 6%, in the third quarter of 2013 from the third quarter of 2012. This decrease was primarily driven by the 5% decrease in net sales. Gross margin increased to 20.6% in the third quarter of 2013 from 19.2% in the third quarter of 2012. This increase was primarily related to lower depreciation costs as certain assets reached the end of their depreciable lives.

Cost of sales decreased $1.9 million, or 4%, in the first nine months of 2013 from the first nine months of 2012. This decrease was primarily driven by the 3% decrease in net sales. Gross margin increased to 19.3% in the first nine months of 2013 from 18.7% in the first nine months of 2012. This increase was primarily related to improved absorption of fixed manufacturing costs as production volumes increased to provide inventory in support of targeted customer service levels.

Selling and Administrative Expenses

Selling and administrative expenses were $2.1 million in the third quarter of 2013 and in the third quarter of 2012. With selling and administrative expenses staying flat while our net sales decreased 5%, our selling and administrative expenses as a percentage of net sales increased to 10.5% in the third quarter of 2013 from 10.0% in last year's third quarter.

Selling and administrative expenses declined $0.6 million, or 10%, in the first nine months of 2013 from the first nine months of 2012. This decrease was driven by $0.2 million of bad debt expense recognized in the first nine months of 2012 pursuant to the Kodak bankruptcy, as well as lower employee costs related to stock-based compensation and pension and postretirement benefits and lower administrative spending, driven by our continuous commitment to cost control efforts. With selling and administrative expenses decreasing 10% while our net sales decreased 3%, we reduced our selling and administrative expenses as a percentage of net sales to 10.8% in the first nine months of 2013 from 11.6% in the first nine months of 2012.
 

Page 35




FINANCIAL CONDITION

Liquidity and Capital Resources

We believe that our operations will continue to generate cash and that sufficient cash, cash equivalents and borrowings under our Credit Facility will be available to fund operating needs, pay dividends, invest in the development of new products and filter media, fund planned capital expenditures, including the expansion of facilities, provide for interest and principal payments related to debt agreements, fund pension contributions and repurchase our common stock. We also continue to assess acquisition opportunities in related filtration businesses. Any such acquisitions could affect operating cash flows and require changes in our debt and capitalization. 

We had cash, cash equivalents and restricted cash of $216.6 million at the end of the third quarter of 2013.  Approximately $102.5 million of this cash was held at entities outside the U.S.  Although we plan to use this cash at our non-U.S. entities, if we repatriated this cash to the U.S., we could incur significant tax expense since most of this cash is considered permanently invested for U.S. tax purposes.  Cash and cash equivalents are held by financial institutions throughout the world.  We regularly review the credit worthiness of these institutions and believe our funds are not at significant risk.  

Our current ratio of 5.1 at the end of the third quarter of 2013 increased from 3.7 at year-end 2012.  This increase was primarily due to a $36.7 million reduction in accounts payable and accrued liabilities due in part to $24.3 million of pension benefit payments made in the first nine months of fiscal 2013, including $21.3 million related to pension benefits paid under our U.S. combined nonqualified pension plan to our former Executive Chairman who retired from the Company at the end of 2012, as well as a $5.1 million reduction in accrued incentive compensation from amounts paid in 2013 related to the 2012 company-wide profit sharing program, $4.0 million in payments made in fiscal 2013 related to the funding of matching contributions to the Company's defined contribution benefit plans and a $1.2 million reduction in trade accounts payable.

We entered into our Credit Facility in April 2012 under which we may borrow up to $150.0 million under a selection of currencies and rate formulas. Our Credit Facility also includes a $10.0 million swing line sub-facility and a $50.0 million letter of credit sub-facility, as well as an accordion feature that allows us to increase the Credit Facility by up to $100.0 million, subject to securing additional commitments from existing lenders or new lending institutions. We believe the financial institutions that are party to this arrangement have adequate capital resources and will be able to fund future borrowings under our Credit Facility.  At our election, the interest rate under our Credit Facility is based upon either a defined base rate or LIBOR plus an applicable margin.  Commitment fees and letter of credit fees are also payable under the Credit Facility. Borrowings under the Credit Facility are unsecured, but are guaranteed by substantially all of the Company's material domestic subsidiaries. The Credit Facility also contains certain covenants customary to such agreements, as well as customary events of default. At the end of the third quarter of 2013, the LIBOR interest rate on our Credit Facility including margin was 0.7%.  At the end of the third quarter of 2013, there were no borrowings outstanding on our Credit Facility, but we had approximately $16.0 million outstanding on a $50.0 million letter of credit sub-facility.  Accordingly, we had $134.0 million available for further borrowing at the end of the third quarter of 2013. Our Credit Facility expires in April 2017.

Total long-term debt of $16.7 million at the end of the third quarter of 2013 included $15.8 million outstanding on industrial revenue bonds and $0.9 million of other long-term debt.  At the end of the third quarter of 2013, we were in compliance with all financial covenants as included in our Credit Facility.  We expect to be in compliance with these covenants in the foreseeable future.  The ratio of total debt to total capitalization (defined as long-term debt plus total shareholders’ equity) was 1.7% at the end of the third quarter of 2013 compared to 1.8% at year-end 2012.

We had 49.7 million shares of common stock outstanding at the end of the third quarter of 2013, consistent with the amount outstanding at year-end 2012.  Shares issued pursuant to stock incentive plans were primarily offset by shares repurchased in the first nine months of 2013.  Shareholders’ equity increased to $977.3 million at the end of the third quarter of 2013 from $901.8 million at year-end 2012.  This $75.5 million increase resulted mainly from additional net earnings of $85.5 million and items related to stock compensation and option activity pursuant to incentive plans of $34.7 million, partially offset by dividend payments of $20.2 million, stock repurchases of $24.1 million and currency translation adjustments of $4.6 million.

Page 36




Cash Flow

Net cash provided by operating activities decreased $8.6 million to $71.2 million in the first nine months of 2013 from $79.8 million in the first nine months of 2012.  This decrease was primarily due to a $7.6 million increase in cash used for changes in working capital, which was driven primarily by a $21.5 million decrease in accounts payable, accrued liabilities and other liabilities and a $6.3 million increase in inventory, partly offset by improved accounts receivable management of $10.0 million and lower pension and postretirement healthcare liability payments of $12.7 million.

Net cash used in investing activities decreased $5.4 million in the first nine months of 2013 from the first nine months of 2012 primarily due to a $8.2 million decline in payments related to business acquisitions, a $4.0 million decline in capital expenditures and a $2.2 million increase in proceeds from disposition of plant assets, including the sale of our manufacturing facility in Jeffersontown, Kentucky which had been classified within assets held for sale. This was partially offset by a $9.1 million increase in restricted cash, driven by the staging of funds to execute the planned purchase of a European operating facility.

Net cash used in financing activities decreased $15.5 million in the first nine months of 2013 from the first nine months of 2012 primarily as the result of a $18.8 million increase in cash received from stock option exercises, the sale of capital stock pursuant to the Company's employee stock purchase plan and a $4.7 million increase in excess tax benefits from stock-based compensation, partially offset by a $7.4 million increase in cash paid for the repurchase of common stock and a $2.1 million increase in dividends paid.
 
We will continue to assess repurchases of our common stock. In June 2013, our Board of Directors authorized a $250.0 million stock repurchase program of our common stock in the open market and through private transactions over a three-year period. During the first nine months of 2013, we repurchased and retired 0.5 million shares of our common stock for $24.1 million at an approximate average price of $51.37.  At the end of the third quarter of 2013, there was approximately $244.8 million available for repurchase under the current authorization.  Future repurchases of our common stock may be made after considering cash flow requirements for internal growth, capital expenditures, acquisitions, interest rates and the market price of our common stock.

In January 2013 we announced that we intend to invest approximately $40.0 million in our Engine/Mobile Filtration segment to build a new warehouse and distribution center adjacent to our manufacturing facility in Kearney, Nebraska. The project is anticipated to take approximately two years to complete. Through the third quarter of 2013 we have incurred $0.6 million in costs related to this project.

During the first nine months of 2013 we made contributions of $21.3 million to our U.S. combined nonqualified pension plans related to pension benefits payable to our former Executive Chairman, who retired from the Company at the end of 2012.

At the end of the third quarter of 2013, our gross liability for uncertain income tax provisions was $2.0 million including interest and penalties.  Due to the high degree of uncertainty regarding the timing of potential future cash outflows associated with these liabilities, we were unable to make a reasonably reliable estimate of the amount and period in which these remaining liabilities might be paid.

Off-Balance Sheet Arrangements

Our off-balance sheet arrangements relate to various operating leases as discussed in Note H to the Consolidated Financial Statements in our 2012 Form 10-K.  We had no variable interest entity or special purpose entity agreements during the first nine months of 2013 or 2012.


OTHER MATTERS

Critical Accounting Policies

Our critical accounting policies, including the assumptions and judgments underlying them, are disclosed in our 2012 Form 10-K in Management’s Discussion and Analysis of Financial Condition and Results of Operations.  There have been no material changes in our critical accounting policies set forth in our 2012 Form 10-K.  These policies have been consistently applied in all material respects.  While the estimates and judgments associated with the application of these policies may be affected by different assumptions or conditions, we believe the estimates and judgments associated with the reported amounts are appropriate in the circumstances.
 

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Environmental Matters and Climate Change and Energy Legislation and Regulation
 
Our operations are subject to U.S. and non-U.S. environmental laws and regulations governing emissions to air; discharges to water; the generation, handling, storage, transportation, treatment and disposal of waste materials; and the cleanup of contaminated properties.  Currently, we believe that any potential environmental liabilities with respect to our former or existing operations are not material, but there is no assurance that we will not be adversely impacted by such liabilities, costs or claims in the future, either under present laws and regulations or those that may be adopted or imposed in the future.

Foreign, federal, state and local regulatory and legislative bodies have proposed various legislative and regulatory measures relating to climate change, regulating greenhouse gas emissions and energy policies.  Due to the uncertainty in the regulatory and legislative processes, as well as the scope of such requirements and initiatives, we cannot currently determine the effect such legislation and regulation may have on our operations.

The potential physical impacts of climate change on our operations are also highly uncertain and would vary depending on type of physical impact and geographic location.  Climate change physical impacts could include changing temperatures, water shortages, changes in weather and rainfall patterns, and changing storm patterns and intensities.  The occurrence of one or more natural disasters, whether due to climate change or naturally occurring, such as tornadoes, hurricanes, earthquakes and other forms of severe weather in the U.S. or in a country in which we operate or in which our suppliers or customers are located could adversely impact our operations and financial performance.  Such events could result in:

•
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

Recent Relevant Accounting Pronouncements

A discussion of recent relevant accounting pronouncements is included in Note 1 to the Consolidated Condensed Financial Statements.

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Forward-Looking Information is Subject to Risk and Uncertainty

This Third Quarter 2013 Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements made in this Form 10-Q, other than statements of historical fact, are forward-looking statements. You can identify these statements from use of the words “may,” “should,” “could,” “potential,” “continue,” “plan,” “forecast,” “estimate,” “project,” “believe,” “intent,” “anticipate,” “expect,” “target,” “is likely,” “will,” or the negative of these terms, and similar expressions.  These statements are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995.  These forward-looking statements may include, among other things:

•
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 from our customers or the anticipated economic conditions of the industries and markets that we serve;
•
statements related to the performance of the U.S., European 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 acquisitions;
•
statements regarding our current cost structure positions and ability to capitalize on anticipated growth initiatives, including the expansion of facilities;
•
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, borrowing capacity and compliance with financial covenants under the Credit Facility;
•
statements regarding anticipated payments pursuant to our pension plans and for other post-retirement benefits;
•
statements related to potential liability for environmental matters; and
•
any other statements or assumptions that are not historical facts.

We believe that our expectations are based on reasonable assumptions.  However, these forward-looking statements involve known and unknown risks, uncertainties and other important factors that could cause our actual results, performance or achievements, or industry results, to differ materially from our expectations of future results, performance or achievements expressed or implied by these forward-looking statements.  These factors include, but are not only limited to, risks associated with: (1) world economic factors and the ongoing economic uncertainty impacting many regions of the world, (2) reductions in sales volume and orders, (3) our customers’ financial condition, (4) currency fluctuations, particularly increases or decreases in the U.S. dollar against other currencies, (5) commodity price increases and/or limited availability of raw materials and component products, including steel, (6) compliance costs associated with environmental laws and regulations, (7) political factors, (8) our international operations, (9) highly competitive markets, (10) governmental laws and regulations, including the impact of the economic stimulus and financial reform measures being implemented by governments around the world, (11) the implementation of new information systems, (12) potential global events resulting in instability and unpredictability in the world’s markets, including financial bailouts of sovereign nations, political changes, military and terrorist activities, health outbreaks and other factors, (13) changes in accounting standards or adoption of new accounting standards, (14) adverse effects of natural disasters, (15) legal challenges with respect to intellectual property, and (16) other factors described in more detail in the “Risk Factors” section of our 2012 Form 10-K.  In addition, our past results of operations do not necessarily indicate our future results.  Our future results may differ materially from our past results as a result of various risks and uncertainties, including these and other risk factors detailed from time to time in our filings with the Securities and Exchange Commission.

You should not place undue reliance on any forward-looking statements. These statements speak only as of the date of this Third Quarter 2013 Form 10-Q.  Except as otherwise required by applicable laws, we undertake no obligation to publicly update or revise any forward-looking statements or the risks described in this Third Quarter 2013 Form 10-Q, whether as a result of new information, future events, changed circumstances or any other reason after the date of this Third Quarter 2013 Form 10-Q.


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Item 3. Quantitative and Qualitative Disclosures About Market Risk

Our interest expense on long-term debt is sensitive to changes in interest rates.  In addition, changes in foreign currency exchange rates may affect assets, liabilities and commitments that are to be settled in cash and are denominated in foreign currencies.  Market risks are also discussed in our 2012 Form 10-K in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk.”  There have been no material changes to the disclosure regarding market risk set forth in our 2012 Form 10-K.


Item 4. Controls and Procedures

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

We have established disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”).  Our management, with the supervision and participation of Christopher L. Conway, President and Chief Executive Officer, and David J. Fallon, Chief Financial Officer and Chief Accounting Officer, evaluated the effectiveness of our disclosure controls and procedures as of August 31, 2013.  

Based on such evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures pursuant to Rules 13a–15(e) and 15d-15(e) of the Exchange Act were effective as of August 31, 2013.  

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

No change in our internal control over financial reporting occurred during our most recent fiscal quarter ended August 31, 2013, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.


Part II. OTHER INFORMATION


Item 1. Legal Proceedings

The information required by this Item is incorporated by reference from Note 11 included in Part I, Item 1 of this Third Quarter 2013 Form 10-Q.


Item 1A. Risk Factors

There have been no material changes to the risk factors disclosed in “Item 1A. Risk Factors” in our 2012 Form 10-K.


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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On June 25, 2013, our Board of Directors approved a three-year, $250 million stock repurchase program. Pursuant to the authorization, we may purchase shares from time to time in the open market or through privately negotiated transactions through June 25, 2016.  We have no obligation to repurchase shares under the authorization, and the timing, actual number and values of shares to be purchased will depend on our stock price and market conditions.  As set forth in the table below, we repurchased 124,000 shares of our common stock during the fiscal quarter ended August 31, 2013.  The Company had remaining authorization of approximately $244.8 million to repurchase shares as of August 31, 2013 under its stock repurchase program.
 
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
June 2, 2013 through July 6, 2013
 
44,000

 
$
53.73

 
44,000

 
$249,261,419
July 7, 2013 through August 3, 2013
 
40,000

 
$
54.91

 
40,000

 
$247,065,186
August 4, 2013 through August 31, 2013
 
40,000

 
$
55.61

 
40,000

 
$244,840,693
Total
 
124,000

 
 

 
124,000

 
 


Item 6. Exhibits

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 2013 Quarterly Report on Form 10-Q.
 
 
 


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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
CLARCOR Inc.
(Registrant)

September 20, 2013
 
By
/s/ Christopher L. Conway
(Date)
 
 
Christopher L. Conway
 
 
 
President and Chief Executive Officer
 
 
 
 
September 20, 2013
 
By
/s/ David J. Fallon
(Date)
 
 
David J. Fallon
 
 
 
Chief Financial Officer and Chief Accounting Officer


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