8-K
Fuller H B Co (FUL)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
_________________
Date of Report (Date of earliest event reported): September 22, 2021
H.B. Fuller Company
(Exact Name of Company as Specified in Charter)
| Minnesota | 001-09225 | 41-0268370 |
|---|---|---|
| (State or other jurisdiction of<br><br> <br>incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 1200 Willow Lake Boulevard, P.O. Box 64683, St. Paul, Minnesota | 55164-0683 | |
| --- | --- | |
| (Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area code: (651) 236-5900
| (Former name or former address, if changed since last report) |
|---|
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, par value $1.00 | FUL | NYSE |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 DFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.02. Results of Operations and Financial Condition.
On September 22, 2021, H.B. Fuller Company (the “Company”) announced its operating results for the third quarter ended August 28, 2021. A copy of the press release that discusses this matter is furnished as Exhibit 99.1 to, and incorporated by reference in, this report.
The information in this Item 2.02 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any Company filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated September 22, 2021, issued by H.B. Fuller Company
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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SIGNATURE
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 hereunto duly authorized.
Date: September 23, 2021
| H.B. FULLER COMPANY | |
|---|---|
| By: | /s/ Timothy J. Keenan |
| Timothy J. Keenan | |
| Vice President, General Counsel | |
| and Corporate Secretary |
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ex_285971.htm
Exhibit 99.1
 <br> Worldwide Headquarters<br><br> <br>1200 Willow Lake Boulevard<br><br> <br>St. Paul, Minnesota 55110-5101 |
Barbara Doyle<br><br> <br>Investor Relations contact<br><br> <br>651-236-5023 |
|---|---|
| NEWS | September 22, 2021 |
H.B. Fuller Reports Third Quarter 2021 Results
Net revenue up 20% and organic revenue up 16% driven by strong volume growth and pricing
Net income of $32 million and EPS of $0.58; adjusted EPS of $0.79
Adjusted EBITDA of $111 million, up 5% year-on-year despite significant raw materials headwinds
ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its third quarter ended August 28, 2021.
Items of Note
| ■ | Net revenue increased 20% versus the third quarter of last year. Organic revenue increased 16%, with 10% from volume growth and 6% from pricing. |
|---|---|
| ■ | Organic revenue was up 13% when compared with the non-COVID-impacted third quarter of 2019. |
| --- | --- |
| ■ | Net income increased to $32 million; volume leverage, pricing and operating expense efficiencies offset higher raw material costs and drove a 5% year-over-year increase in adjusted EBITDA to $111 million, ahead of our expectations. |
| --- | --- |
| ■ | Earnings per diluted share (EPS) were $0.58; adjusted EPS of $0.79 increased 4% year over year. |
| --- | --- |
| ■ | Strategic supply chain management enabled the company to secure raw materials to meet increasing demand, and pricing actions have been implemented that are expected to restore margins in the fourth quarter and into 2022. |
| --- | --- |
| ■ | Year-to-date debt paydown of $110 million keeps the company on track to its $200 million debt reduction target for the full year. |
| --- | --- |
Summary of Third Quarter 2021 Results
Net revenue of $827 million increased 20% compared with the third quarter of 2020. Foreign currency exchange rates favorably impacted revenue by 3%. Organic revenue, which excludes impacts from foreign currency translation, increased 16% versus last year, with double-digit organic growth in all three Global Business Units (GBUs). Organic revenue also significantly increased by 13% when compared with the non-COVID impacted third quarter of 2019, with strong organic growth in all three GBUs.
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Gross profit was $194 million. Adjusted gross profit of $196 million increased 4% versus the same period last year. Adjusted gross profit margin declined year over year, as expected, as higher sales volume and pricing gains were offset by elevated raw material and freight costs. Selling, General and Administrative (SG&A) expense was $135 million. Adjusted SG&A expense of $129 million improved by 220 basis points as a percent of revenue versus the third quarter last year, resulting from strong volume leverage and general expense controls.
As a result of these factors, net income attributable to H.B. Fuller in the quarter was $32 million, or $0.58 per diluted share. Adjusted net income attributable to H.B. Fuller of $43 million and adjusted EPS of $0.79 increased by 7% and 4%, respectively, compared with $40 million and $0.76 in the same period last year. Adjusted EBITDA of $111 million increased 5% compared with $106 million in the prior year.
“H.B. Fuller delivered another strong quarter with double-digit organic revenue growth as we gained share in key market segments through innovative solutions, improved pricing and took decisive actions to secure raw materials and meet customer demand,” said Jim Owens, H.B. Fuller’s president and chief executive officer. “Throughout the quarter, we took strategic steps to serve customers in the face of ongoing raw material and packaging shortages as well as increasing inflationary pressures on logistics, freight, and labor. We have implemented $225 million of annualized pricing adjustments this year and recently announced additional price increases and a surcharge on global shipments effective September 1, 2021. We anticipate a significant improvement in margins in the fourth quarter as a result of these actions. As our business continues to demonstrate resilience, we are increasingly confident in our ability to create and deliver significant value for shareholders in any market environment. The actions that we have taken over the last nine months in support of our customers enables us to exit the year with strong margin momentum.”
Other Financial Metrics
At the end of the third quarter of fiscal 2021, the company had cash and equivalents of $68 million and total debt equal to $1,664 million. This compares to cash and debt levels equal to $75 million and $1,869 million, respectively, at the end of the third quarter of 2020. Capital expenditures for the nine-month period were $77 million compared with $72 million in the same period last year.
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Planning Assumptions
| ● | Based on current assumptions, we have increased our estimated full-year revenue guidance. Full-year revenue growth is now anticipated to be 17% to 18% compared with fiscal 2020, resulting in anticipated fourth quarter revenue growth of 15% to 17% versus the fourth quarter of 2020. |
|---|---|
| ● | For the fiscal year 2021, adjusted EBITDA is anticipated to be approximately $460 million to $470 million, an increase of 13% to 16% versus 2020, which is supported by on-going recovery in global industrial production, pricing actions balancing higher input costs, and benefits from the company’s operational improvement projects. |
| --- | --- |
Conference Call
The company will hold a conference call on September 23, 2021, at 9:30 a.m. CDT (10:30 a.m. EDT) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the company’s website at https://investors.hbfuller.com. Participants should access the webcast 10 minutes prior to the start of the call to install and test any necessary audio software. A telephone replay of the conference call will be available from 12:30 p.m. CDT on September 23, 2021 through October 1, 2021. To access the telephone replay dial (800) 585-8367 or (416) 621-4642 and enter Conference ID: 1786575.
Regulation G
The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share and adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA) does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the “Regulation G Reconciliation” tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our fiscal 2021 Planning Assumptions, which the company cannot reconcile to forward-looking GAAP results without unreasonable effort.
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About H.B. Fuller
Since 1887, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants and other specialty chemical products to improve products and lives. With fiscal 2020 net revenue of $2.8 billion, H.B. Fuller’s commitment to innovation brings together people, products and processes that answer and solve some of the world's biggest challenges. Our reliable, responsive service creates lasting, rewarding connections with customers in electronics, disposable hygiene, medical, transportation, aerospace, clean energy, packaging, construction, woodworking, general industries and other consumer businesses. And, our promise to our people connects them with opportunities to innovate and thrive. For more information, visit us at https://www.hbfuller.com/.
Safe Harbor for Forward-Looking Statements
Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “opportunity,” “outlook,” “plan,” “project,” “seek,” “should,” “strategy,” "target," “will,” “will be,” “will continue,” “will likely result,” “would” and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to the current dividend policy; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; availability and price of raw materials; disruptions to our relationships with our major customers and suppliers; failures in our information technology systems; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the effect of new accounting pronouncements and accounting charges and credits; and similar matters. Many of the foregoing risks and uncertainties are, and will be, exacerbated by COVID-19 and resulting deterioration of the global business and economic environment.
Additional information about these various risks and uncertainties can be found in the “Risk Factors” section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.
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| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED FINANCIAL INFORMATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months<br><br> <br>Ended | Percent of | Three Months<br><br> <br>Ended | Percent of | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Aug. 28, 2021 | Net Revenue | Aug. 29, 2020 | Net Revenue | |||||||||
| Net revenue | $ | 826,830 | 100.0 | % | $ | 691,463 | 100.0 | % | ||||
| Cost of sales | (632,880 | ) | (76.5 | )% | (503,619 | ) | (72.8 | )% | ||||
| Gross profit | 193,950 | 23.5 | % | 187,844 | 27.2 | % | ||||||
| Selling, general and administrative expenses | (134,497 | ) | (16.3 | )% | (129,113 | ) | (18.7 | )% | ||||
| Other income, net | 6,150 | 0.7 | % | 3,722 | 0.5 | % | ||||||
| Interest expense | (19,396 | ) | (2.3 | )% | (20,196 | ) | (2.9 | )% | ||||
| Interest income | 2,520 | 0.3 | % | 2,945 | 0.4 | % | ||||||
| Income before income taxes and income from equity method investments | 48,727 | 5.9 | % | 45,202 | 6.5 | % | ||||||
| Income taxes | (19,095 | ) | (2.3 | )% | (5,112 | ) | (0.7 | )% | ||||
| Income from equity method investments | 1,998 | 0.2 | % | 1,541 | 0.2 | % | ||||||
| Net income including non-controlling interest | 31,630 | 3.8 | % | 41,631 | 6.0 | % | ||||||
| Net income attributable to non-controlling interest | (14 | ) | (0.0 | )% | (24 | ) | (0.0 | )% | ||||
| Net income attributable to H.B. Fuller | $ | 31,616 | 3.8 | % | $ | 41,607 | 6.0 | % | ||||
| Basic income per common share attributable to H.B. Fuller | $ | 0.60 | $ | 0.80 | ||||||||
| Diluted income per common share attributable to H.B. Fuller | $ | 0.58 | $ | 0.79 | ||||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 53,049 | 52,130 | ||||||||||
| Diluted | 54,646 | 52,591 | ||||||||||
| Dividends declared per common share | $ | 0.168 | $ | 0.163 | ||||||||
| Selected Balance Sheet Information (subject to change prior to filing of the Company's Quarterly Report on Form 10-Q) | ||||||||||||
| --- | ||||||||||||
| August 28, 2021 | November 28,<br><br> <br>2020 | August 29, 2020 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||
| Cash & cash equivalents | $ | 68,134 | $ | 100,534 | $ | 74,922 | ||||||
| Trade accounts receivable, net | 572,855 | 514,916 | 476,099 | |||||||||
| Inventories | 462,635 | 323,213 | 354,221 | |||||||||
| Trade payables | 485,796 | 316,460 | 272,232 | |||||||||
| Total assets | 4,258,272 | 4,036,704 | 3,981,725 | |||||||||
| Total debt | 1,664,007 | 1,773,910 | 1,868,926 |
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| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| CONSOLIDATED FINANCIAL INFORMATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Nine Months<br><br> <br>Ended August<br><br> <br>28, 2021 | Percent of<br><br> <br>Net Revenue | Nine Months<br><br> <br>Ended August<br><br> <br>29, 2020 | Percent of<br><br> <br>Net Revenue | |||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Net revenue | $ | 2,380,607 | 100.0 | % | $ | 2,012,629 | 100.0 | % | ||||
| Cost of sales | (1,776,744 | ) | (74.6 | )% | (1,469,622 | ) | (73.0 | )% | ||||
| Gross profit | 603,863 | 25.4 | % | 543,007 | 27.0 | % | ||||||
| Selling, general and administrative expenses | (426,921 | ) | (17.9 | )% | (398,620 | ) | (19.8 | )% | ||||
| Other income, net | 25,899 | 1.1 | % | 11,740 | 0.6 | % | ||||||
| Interest expense | (59,699 | ) | (2.5 | )% | (64,597 | ) | (3.2 | )% | ||||
| Interest income | 7,709 | 0.3 | % | 8,761 | 0.4 | % | ||||||
| Income before income taxes and income from equity method investments | 150,851 | 6.3 | % | 100,291 | 5.0 | % | ||||||
| Income taxes | (46,362 | ) | (1.9 | )% | (22,194 | ) | (1.1 | )% | ||||
| Income from equity method investments | 6,071 | 0.3 | % | 5,068 | 0.3 | % | ||||||
| Net income including non-controlling interest | 110,560 | 4.6 | % | 83,165 | 4.1 | % | ||||||
| Net income attributable to non-controlling interest | (51 | ) | (0.0 | )% | (50 | ) | (0.0 | )% | ||||
| Net income attributable to H.B. Fuller | $ | 110,509 | 4.6 | % | $ | 83,115 | 4.1 | % | ||||
| Basic income per common share attributable to H.B. Fuller | $ | 2.09 | $ | 1.60 | ||||||||
| Diluted income per common share attributable to H.B. Fuller | $ | 2.04 | $ | 1.59 | ||||||||
| Weighted-average common shares outstanding: | ||||||||||||
| Basic | 52,794 | 51,959 | ||||||||||
| Diluted | 54,093 | 52,400 | ||||||||||
| Dividends declared per common share | $ | 0.498 | $ | 0.485 |
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| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, | August 29, | August 28, | August 29, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net income attributable to H.B. Fuller | $ | 31,616 | $ | 41,607 | $ | 110,509 | $ | 83,115 | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs | 901 | (73 | ) | 2,277 | (1,584 | ) | ||||||
| Organizational realignment^1^ | 3,087 | 3,308 | 9,029 | 8,286 | ||||||||
| Royal restructuring and integration^2^ | 1,016 | 1,790 | 3,537 | 7,379 | ||||||||
| Tax reform | - | - | - | (35 | ) | |||||||
| Project One | 2,305 | 1,602 | 6,469 | 4,141 | ||||||||
| Other^3^ | 111 | 654 | (3,701 | ) | 1,725 | |||||||
| Discrete tax items^4^ | 5,626 | (7,183 | ) | 5,068 | (5,129 | ) | ||||||
| Income tax effect on adjustments^5^ | (1,746 | ) | (1,755 | ) | (4,359 | ) | (5,012 | ) | ||||
| Adjusted net income attributable to H.B. Fuller^6^ | 42,916 | 39,950 | 128,829 | 92,886 | ||||||||
| Add: | ||||||||||||
| Interest expense | 19,412 | 20,220 | 59,769 | 64,650 | ||||||||
| Interest income | (2,520 | ) | (2,945 | ) | (7,709 | ) | (8,761 | ) | ||||
| Income taxes | 15,216 | 14,050 | 45,653 | 32,335 | ||||||||
| Depreciation and Amortization expense^7^ | 35,705 | 34,432 | 106,596 | 102,992 | ||||||||
| Adjusted EBITDA^6^ | 110,729 | 105,707 | 333,138 | 284,102 | ||||||||
| Diluted Shares | 54,646 | 52,591 | 54,093 | 52,400 | ||||||||
| Adjusted diluted income per common share attributable to H.B. Fuller^6^ | $ | 0.79 | $ | 0.76 | $ | 2.38 | $ | 1.77 | ||||
| Revenue | $ | 826,830 | $ | 691,463 | $ | 2,380,607 | $ | 2,012,629 | ||||
| Adjusted EBITDA margin^6^ | 13.4 | % | 15.3 | % | 14.0 | % | 14.1 | % | ||||
| ^1^ Includes costs incurred as a direct result of the organizational realignment program, including compensation for employees supporting the program, consulting expense and operational inefficiencies related to the closure of production facilities and consolidation of business activities. | ||||||||||||
| --- | ||||||||||||
| ^2^ Costs incurred as a direct result of the Royal restructuring and integration program including compensation for employees supporting the program, consulting expense and operational inefficiencies related to the closure of production facilities and consolidation of business activities. | ||||||||||||
| ^3^ Three and nine months ended August 28, 2021 includes one-time, non-cash gains related to a transactional tax legal settlement in Brazil and a legal entity merger. | ||||||||||||
| ^4^ Includes adjustment of $5,626 of discrete tax expense in the quarter ended August 28, 2021 relating to the revaluation of cross-currency swap agreements due to depreciation of the Euro versus U.S. dollar and various foreign tax matters. Includes adjustment of ($7,183) of discrete tax benefit in the quarter ended August 29, 2020 relating to the revaluation of cross-currency swap agreements due to appreciation of the Euro versus U.S. dollar and various foreign tax matters. | ||||||||||||
| ^5^ The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments. | ||||||||||||
| ^6^ Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| ^7^ Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in Adjusted net income attributable to H.B. Fuller totaling ($292) and ($413) for the three months ended August 28, 2021 and August 29, 2020, respectively and ($1,026) and ($509) for the nine months ended August 28, 2021 and August 29, 2020, respectively. |
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| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT FINANCIAL INFORMATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, | August 29, | August 28, | August 29, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net Revenue: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 369,439 | $ | 320,187 | $ | 1,069,922 | $ | 977,373 | ||||
| Engineering Adhesives | 342,300 | 276,083 | 1,000,337 | 761,040 | ||||||||
| Construction Adhesives | 115,091 | 95,193 | 310,348 | 274,216 | ||||||||
| Corporate unallocated | - | - | - | - | ||||||||
| Total H.B. Fuller | $ | 826,830 | $ | 691,463 | $ | 2,380,607 | $ | 2,012,629 | ||||
| Segment Operating Income: | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 29,652 | $ | 31,883 | $ | 98,493 | $ | 89,556 | ||||
| Engineering Adhesives | 34,087 | 29,873 | 96,580 | 65,386 | ||||||||
| Construction Adhesives | 3,339 | 4,284 | 4,974 | 9,436 | ||||||||
| Corporate unallocated | (7,625 | ) | (7,309 | ) | (23,105 | ) | (19,991 | ) | ||||
| Total H.B. Fuller | $ | 59,453 | $ | 58,731 | $ | 176,942 | $ | 144,387 | ||||
| Adjusted EBITDA ^6^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | $ | 44,496 | $ | 43,697 | $ | 142,671 | $ | 127,914 | ||||
| Engineering Adhesives | 52,001 | 46,831 | 150,034 | 112,918 | ||||||||
| Construction Adhesives | 14,247 | 14,394 | 37,785 | 39,893 | ||||||||
| Corporate unallocated | (15 | ) | 785 | 2,648 | 3,377 | |||||||
| Total H.B. Fuller | $ | 110,729 | $ | 105,707 | $ | 333,138 | $ | 284,102 | ||||
| Adjusted EBITDA Margin ^6^ | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** |
| Hygiene, Health and Consumable Adhesives | 12.0 | % | 13.6 | % | 13.3 | % | 13.1 | % | ||||
| Engineering Adhesives | 15.2 | % | 17.0 | % | 15.0 | % | 14.8 | % | ||||
| Construction Adhesives | 12.4 | % | 15.1 | % | 12.2 | % | 14.5 | % | ||||
| Corporate unallocated | NMP | NMP | NMP | NMP | ||||||||
| Total H.B. Fuller | 13.4 | % | 15.3 | % | 14.0 | % | 14.1 | % | ||||
| NMP = non-meaningful percentage |
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| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | |
| August 28, | August 29, | August 28, | August 29, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Income before income taxes and income from equity method investments | $ | 48,727 | $ | 45,202 | $ | 150,851 | $ | 100,291 | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs | 901 | (73 | ) | 2,277 | (1,584 | ) | ||||||
| Organizational realignment | 3,087 | 3,308 | 9,029 | 8,286 | ||||||||
| Royal restructuring and integration | 1,016 | 1,790 | 3,537 | 7,379 | ||||||||
| Tax reform | - | - | - | (35 | ) | |||||||
| Project One | 2,305 | 1,602 | 6,469 | 4,141 | ||||||||
| Other^3^ | 111 | 654 | (3,701 | ) | 1,725 | |||||||
| Adjusted income before income taxes and income from equity method investments^8^ | $ | 56,147 | $ | 52,483 | $ | 168,462 | $ | 120,203 | ||||
| ^8^ Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- | ||||||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
| --- | ||||||||||||
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands, except per share amounts (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, | August 29, | August 28, | August 29, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Income Taxes | $ | (19,095 | ) | $ | (5,112 | ) | $ | (46,362 | ) | $ | (22,194 | ) |
| Adjustments: | ||||||||||||
| Acquisition project costs | (212 | ) | 18 | (495 | ) | 423 | ||||||
| Organizational realignment | (726 | ) | (797 | ) | (2,204 | ) | (2,087 | ) | ||||
| Royal restructuring and integration | (239 | ) | (431 | ) | (846 | ) | (1,877 | ) | ||||
| Tax reform | - | - | - | 9 | ||||||||
| Project One | (542 | ) | (386 | ) | (1,551 | ) | (1,043 | ) | ||||
| Other^4^ | 5,598 | (7,342 | ) | 5,805 | (5,566 | ) | ||||||
| Adjusted income taxes^9^ | $ | (15,216 | ) | $ | (14,050 | ) | $ | (45,653 | ) | $ | (32,335 | ) |
| Adjusted income before income taxes and income from equity method investments | $ | 56,147 | $ | 52,483 | $ | 168,462 | $ | 120,203 | ||||
| Adjusted effective income tax rate^9^ | 27.1 | % | 26.8 | % | 27.1 | % | 26.9 | % | ||||
| ^9^ Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes are defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- |
9
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, | August 29, | August 28, | August 29, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Net revenue | $ | 826,830 | $ | 691,463 | $ | 2,380,607 | $ | 2,012,629 | ||||
| Gross profit | $ | 193,950 | $ | 187,844 | $ | 603,863 | $ | 543,007 | ||||
| Gross profit margin | 23.5 | % | 27.2 | % | 25.4 | % | 27.0 | % | ||||
| Adjustments: | ||||||||||||
| Acquisition project costs | 1 | - | 64 | - | ||||||||
| Organizational realignment | 1,472 | (204 | ) | 2,265 | (53 | ) | ||||||
| Royal restructuring and integration | 644 | 1,132 | 1,962 | 2,730 | ||||||||
| Project ONE | (22 | ) | - | (22 | ) | - | ||||||
| Other | 247 | 272 | 1,635 | 1,263 | ||||||||
| Adjusted gross profit^10^ | $ | 196,292 | $ | 189,044 | $ | 609,767 | $ | 546,947 | ||||
| Adjusted gross profit margin^10^ | 23.7 | % | 27.3 | % | 25.6 | % | 27.2 | % | ||||
| ^10^ Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- | ||||||||||||
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||
| --- | ||||||||||||
| REGULATION G RECONCILIATION | ||||||||||||
| In thousands (unaudited) | ||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, | August 29, | August 28, | August 29, | |||||||||
| 2021 | 2020 | 2021 | 2020 | |||||||||
| Selling, general and administrative expenses | $ | (134,497 | ) | $ | (129,113 | ) | $ | (426,921 | ) | $ | (398,620 | ) |
| Adjustments: | ||||||||||||
| Acquisition project costs | 901 | (73 | ) | 2,214 | (1,584 | ) | ||||||
| Organizational realignment | 1,614 | 3,516 | 6,819 | 8,342 | ||||||||
| Royal restructuring and integration | 388 | 682 | 1,644 | 4,725 | ||||||||
| Tax reform | - | - | - | (35 | ) | |||||||
| Project ONE | 2,327 | 1,602 | 6,491 | 4,142 | ||||||||
| Other | 55 | 382 | 32 | 462 | ||||||||
| Adjusted selling, general and administrative expenses^11^ | $ | (129,212 | ) | $ | (123,004 | ) | $ | (409,721 | ) | $ | (382,568 | ) |
| ^11^ Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. | ||||||||||||
| --- |
10
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||
| In thousands (unaudited) | ||||||||||||||||||
| Hygiene, Health | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended: | and Consumable | Engineering | Construction | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| August 28, 2021 | Adhesives | Adhesives | Adhesives | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 32,924 | $ | 36,599 | $ | 5,516 | $ | 75,039 | $ | (43,423 | ) | $ | 31,616 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs | - | - | - | - | 901 | 901 | ||||||||||||
| Organizational realignment | - | - | - | - | 3,087 | 3,087 | ||||||||||||
| Royal Restructuring | - | - | - | - | 1,016 | 1,016 | ||||||||||||
| Project One | - | - | - | - | 2,305 | 2,305 | ||||||||||||
| Other^3^ | - | - | - | - | 111 | 111 | ||||||||||||
| Discrete tax items^4^ | - | - | - | - | 5,626 | 5,626 | ||||||||||||
| Income tax effect on adjustments^5^ | - | - | - | - | (1,746 | ) | (1,746 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller**^6^** | 32,924 | 36,599 | 5,516 | 75,039 | (32,123 | ) | 42,916 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 19,412 | 19,412 | ||||||||||||
| Interest income | - | - | - | - | (2,520 | ) | (2,520 | ) | ||||||||||
| Income taxes | - | - | - | - | 15,216 | 15,216 | ||||||||||||
| Depreciation and amortization expense | 11,572 | 15,402 | 8,731 | 35,705 | - | 35,705 | ||||||||||||
| Adjusted EBITDA**^6^** | $ | 44,496 | $ | 52,001 | $ | 14,247 | $ | 110,744 | $ | (15 | ) | $ | 110,729 | |||||
| Revenue | $ | 369,439 | $ | 342,300 | $ | 115,091 | $ | 826,830 | - | $ | 826,830 | |||||||
| Adjusted EBITDA Margin**^6^** | 12.0 | % | 15.2 | % | 12.4 | % | 13.4 | % | NMP | 13.4 | % | |||||||
| Hygiene, Health | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Nine Months Ended | and Consumable | Engineering | Construction | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| August 28, 2021 | Adhesives | Adhesives | Adhesives | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 108,291 | $ | 104,099 | $ | 11,504 | $ | 223,894 | $ | (113,385 | ) | $ | 110,509 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs | - | - | - | - | 2,277 | 2,277 | ||||||||||||
| Organizational realignment | - | - | - | - | 9,029 | 9,029 | ||||||||||||
| Royal Restructuring | - | - | - | - | 3,537 | 3,537 | ||||||||||||
| Project One | - | - | - | - | 6,469 | 6,469 | ||||||||||||
| Other^3^ | - | - | - | - | (3,701 | ) | (3,701 | ) | ||||||||||
| Discrete tax items^4^ | - | - | - | - | 5,068 | 5,068 | ||||||||||||
| Income tax effect on adjustments^5^ | - | - | - | - | (4,359 | ) | (4,359 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller^6^ | 108,291 | 104,099 | 11,504 | 223,894 | (95,065 | ) | 128,829 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 59,769 | 59,769 | ||||||||||||
| Interest income | - | - | - | - | (7,709 | ) | (7,709 | ) | ||||||||||
| Income taxes | - | - | - | - | 45,653 | 45,653 | ||||||||||||
| Depreciation and amortization expense | 34,380 | 45,935 | 26,281 | 106,596 | - | 106,596 | ||||||||||||
| Adjusted EBITDA**^6^** | $ | 142,671 | $ | 150,034 | $ | 37,785 | $ | 330,490 | $ | 2,648 | $ | 333,138 | ||||||
| Revenue | 1,069,922 | 1,000,337 | 310,348 | 2,380,607 | - | 2,380,607 | ||||||||||||
| Adjusted EBITDA Margin^6^ | 13.3 | % | 15.0 | % | 12.2 | % | 13.9 | % | NMP | 14.0 | % |
11
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| REGULATION G RECONCILIATION | ||||||||||||||||||
| In thousands (unaudited**)** | ||||||||||||||||||
| Hygiene, Health | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | **** | |||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended: | and Consumable | Engineering | Construction | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| August 29, 2020 | Adhesives | Adhesives | Adhesives | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 33,688 | $ | 31,334 | $ | 5,468 | $ | 70,490 | $ | (28,883 | ) | $ | 41,607 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs | - | - | - | - | (73 | ) | (73 | ) | ||||||||||
| Organizational realignment | - | - | - | - | 3,308 | 3,308 | ||||||||||||
| Royal Restructuring | - | - | - | - | 1,790 | 1,790 | ||||||||||||
| Project One | - | - | - | - | 1,602 | 1,602 | ||||||||||||
| Other^3^ | - | - | - | - | 654 | 654 | ||||||||||||
| Discrete tax items^4^ | - | - | - | - | (7,183 | ) | (7,183 | ) | ||||||||||
| Income tax effect on adjustments^5^ | - | - | - | - | (1,755 | ) | (1,755 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller**^6^** | 33,688 | 31,334 | 5,468 | 70,490 | (30,540 | ) | 39,950 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 20,220 | 20,220 | ||||||||||||
| Interest income | - | - | - | - | (2,945 | ) | (2,945 | ) | ||||||||||
| Income taxes | - | - | - | - | 14,050 | 14,050 | ||||||||||||
| Depreciation and amortization expense | 10,009 | 15,497 | 8,926 | 34,432 | - | 34,432 | ||||||||||||
| Adjusted EBITDA**^6^** | $ | 43,697 | $ | 46,831 | $ | 14,394 | $ | 104,922 | $ | 785 | $ | 105,707 | ||||||
| Revenue | $ | 320,187 | $ | 276,083 | $ | 95,193 | $ | 691,463 | - | $ | 691,463 | |||||||
| Adjusted EBITDA Margin**^6^** | 13.6 | % | 17.0 | % | 15.1 | % | 15.2 | % | NMP | 15.3 | % | |||||||
| Nine Months Ended | Hygiene, Health<br><br> <br>and Consumable | Engineering | Construction | **** | **** | **** | Corporate | H.B. Fuller | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 29, 2020 | Adhesives | Adhesives | Adhesives | Total | Unallocated | Consolidated | ||||||||||||
| Net income attributable to H.B. Fuller | $ | 94,979 | $ | 69,767 | $ | 12,987 | $ | 177,733 | $ | (94,618 | ) | $ | 83,115 | |||||
| Adjustments: | ||||||||||||||||||
| Acquisition project costs | - | - | - | - | (1,584 | ) | (1,584 | ) | ||||||||||
| Organizational realignment | - | - | - | - | 8,286 | 8,286 | ||||||||||||
| Royal Restructuring | - | - | - | - | 7,379 | 7,379 | ||||||||||||
| Tax reform | - | - | - | - | (35 | ) | (35 | ) | ||||||||||
| Project One | - | - | - | - | 4,141 | 4,141 | ||||||||||||
| Other^3^ | - | - | - | - | 1,725 | 1,725 | ||||||||||||
| Discrete tax items^4^ | - | - | - | - | (5,129 | ) | (5,129 | ) | ||||||||||
| Income tax effect on adjustments^5^ | - | - | - | - | (5,012 | ) | (5,012 | ) | ||||||||||
| Adjusted net income attributable to H.B. Fuller**^6^** | 94,979 | 69,767 | 12,987 | 177,733 | (84,847 | ) | 92,886 | |||||||||||
| Add: | ||||||||||||||||||
| Interest expense | - | - | - | - | 64,650 | 64,650 | ||||||||||||
| Interest income | - | - | - | - | (8,761 | ) | (8,761 | ) | ||||||||||
| Income taxes | - | - | - | - | 32,335 | 32,335 | ||||||||||||
| Depreciation and amortization expense | 32,935 | 43,151 | 26,906 | 102,992 | - | 102,992 | ||||||||||||
| Adjusted EBITDA**^6^** | $ | 127,914 | $ | 112,918 | $ | 39,893 | $ | 280,725 | $ | 3,377 | $ | 284,102 | ||||||
| Revenue | $ | 977,373 | $ | 761,040 | $ | 274,216 | $ | 2,012,629 | - | $ | 2,012,629 | |||||||
| Adjusted EBITDA Margin**^5^** | 13.1 | % | 14.8 | % | 14.5 | % | 13.9 | % | NMP | 14.1 | % | |||||||
| Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.<br><br> <br><br><br> <br>NMP = Non-meaningful percentage | ||||||||||||||||||
| --- |
12
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| SEGMENT FINANCIAL INFORMATION | ||||||||||||||||||
| NET REVENUE GROWTH | ||||||||||||||||||
| (unaudited) | ||||||||||||||||||
| Three Months<br><br> <br>Ended | Nine Months<br><br> <br>Ended | |||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | ||||||||||||
| August 28, 2021 | August 28, 2021 | |||||||||||||||||
| Price | 6.3 | % | 2.6 | % | ||||||||||||||
| Volume | 10.1 | % | 12.7 | % | ||||||||||||||
| Organic Growth^12^ | 16.4 | % | 15.3 | % | ||||||||||||||
| F/X | 3.2 | % | 3.0 | % | ||||||||||||||
| Total H.B. Fuller Net Revenue Growth | 19.6 | % | 18.3 | % | ||||||||||||||
| Revenue growth versus 2020 | Three Months Ended | Nine Months Ended | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, 2021 | August 28, 2021 | |||||||||||||||||
| Net<br><br> <br>Revenue | F/X | Organic<br><br> <br>Growth^11^ | Net<br><br> <br>Revenue | F/X | Organic<br><br> <br>Growth^11^ | |||||||||||||
| Hygiene, Health and Consumable Adhesives | 15.4 | % | 2.4 | % | 13.0 | % | 9.5 | % | 1.6 | % | 7.9 | % | ||||||
| Engineering Adhesives | 24.0 | % | 4.8 | % | 19.2 | % | 31.4 | % | 5.3 | % | 26.1 | % | ||||||
| Construction Adhesives | 20.9 | % | 1.4 | % | 19.5 | % | 13.2 | % | 1.6 | % | 11.6 | % | ||||||
| Total H.B. Fuller | 19.6 | % | 3.2 | % | 16.4 | % | 18.3 | % | 3.0 | % | 15.3 | % | ||||||
| Revenue growth versus 2019 | Three Months Ended | Nine Months Ended | ||||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| August 28, 2021 | August 28, 2021 | |||||||||||||||||
| Net<br><br> <br>Revenue | F/X and<br><br> <br>M&A | Organic<br><br> <br>Growth^11^ | Net<br><br> <br>Revenue | F/X and<br><br> <br>M&A | Organic<br><br> <br>Growth^11^ | |||||||||||||
| Hygiene, Health and Consumable Adhesives | 12.5 | % | (1.2 | %) | 13.7 | % | 8.5 | % | (2.0 | %) | 10.5 | % | ||||||
| Engineering Adhesives | 19.4 | % | 3.8 | % | 15.6 | % | 17.0 | % | 3.2 | % | 13.8 | % | ||||||
| Construction Adhesives | 6.2 | % | 1.2 | % | 5.0 | % | 2.4 | % | 1.0 | % | 1.4 | % | ||||||
| Total H.B. Fuller | 14.0 | % | 0.9 | % | 13.1 | % | 10.3 | % | (0.2 | %) | 10.5 | % |
^12^ We use the term “organic revenue” to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.
13
| CONSOLIDATED BALANCE SHEETS | |||||
|---|---|---|---|---|---|
| H.B. FULLER COMPANY AND SUBSIDIARIES | |||||
| (In thousands, except share and per share amounts) | |||||
| November 28, | |||||
| --- | --- | --- | --- | --- | --- |
| 2020 | |||||
| Assets | **** | **** | **** | **** | **** |
| Current assets: | **** | **** | **** | **** | **** |
| Cash and cash equivalents | 68,134 | $ | 100,534 | ||
| Trade receivables (net of allowances of 9,139 and 12,905, as of August 28, 2021 and November 28, 2020, respectively) | 572,855 | 514,916 | |||
| Inventories | 462,635 | 323,213 | |||
| Other current assets | 100,834 | 81,113 | |||
| Total current assets | 1,204,458 | 1,019,776 | |||
| Property, plant and equipment | 1,476,158 | 1,428,183 | |||
| Accumulated depreciation | (800,266 | ) | (757,439 | ) | |
| Property, plant and equipment, net | 675,892 | 670,744 | |||
| Goodwill | 1,313,824 | 1,312,003 | |||
| Other intangibles, net | 710,127 | 755,968 | |||
| Other assets | 353,971 | 278,213 | |||
| Total assets | 4,258,272 | $ | 4,036,704 | ||
| Liabilities, non-controlling interest and total equity | **** | **** | **** | **** | **** |
| Current liabilities: | **** | **** | **** | **** | **** |
| Notes payable | 27,313 | $ | 16,925 | ||
| Trade payables | 485,796 | 316,460 | |||
| Accrued compensation | 82,129 | 83,598 | |||
| Income taxes payable | 32,079 | 29,173 | |||
| Other accrued expenses | 82,417 | 83,976 | |||
| Total current liabilities | 709,734 | 530,132 | |||
| Long-term debt | 1,636,694 | 1,756,985 | |||
| Accrued pension liabilities | 86,954 | 88,806 | |||
| Other liabilities | 257,034 | 278,919 | |||
| Total liabilities | 2,690,416 | 2,654,842 | |||
| Equity: | **** | **** | **** | **** | **** |
| H.B. Fuller stockholders' equity: | |||||
| Preferred stock (no shares outstanding) shares authorized – 10,045,900 | - | - | |||
| Common stock, par value 1.00 per share, shares authorized – 160,000,000, shares outstanding – 52,549,798 and 51,906,663, as of August 28, 2021 and November 28, 2020, respectively | 52,550 | 51,907 | |||
| Additional paid-in capital | 200,180 | 157,867 | |||
| Retained earnings | 1,558,619 | 1,474,406 | |||
| Accumulated other comprehensive loss | (244,060 | ) | (302,859 | ) | |
| Total H.B. Fuller stockholders' equity | 1,567,289 | 1,381,321 | |||
| Non-controlling interest | 567 | 541 | |||
| Total equity | 1,567,856 | 1,381,862 | |||
| Total liabilities, non-controlling interest and total equity | 4,258,272 | $ | 4,036,704 |
All values are in US Dollars.
14
| CONSOLIDATED STATEMENTS of CASH FLOWS | ||||||
|---|---|---|---|---|---|---|
| H.B. FULLER COMPANY AND SUBSIDIARIES | ||||||
| (In thousands) | ||||||
| Nine Months Ended | ||||||
| --- | --- | --- | --- | --- | --- | --- |
| August 28, 2021 | August 29, 2020 | |||||
| Cash flows from operating activities: | **** | **** | **** | **** | **** | **** |
| Net income including non-controlling interest | $ | 110,560 | $ | 83,165 | ||
| Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities: | ||||||
| Depreciation | 54,158 | 50,558 | ||||
| Amortization | 53,464 | 52,943 | ||||
| Deferred income taxes | (1,547 | ) | (10,952 | ) | ||
| Income from equity method investments, net of dividends received | 4,363 | 2,660 | ||||
| Gain on sale of assets | 641 | 118 | ||||
| Share-based compensation | 19,400 | 14,087 | ||||
| Pension and other post-retirement benefit plan activity | (23,192 | ) | (5,954 | ) | ||
| Change in assets and liabilities, net of effects of acquisitions: | ||||||
| Trade receivables, net | (61,900 | ) | 17,307 | |||
| Inventories | (141,112 | ) | (17,195 | ) | ||
| Other assets | (26,060 | ) | 31,372 | |||
| Trade payables | 176,210 | (9,449 | ) | |||
| Accrued compensation | (1,283 | ) | (12,345 | ) | ||
| Other accrued expenses | (2,292 | ) | 8,776 | |||
| Income taxes payable | 1,001 | 330 | ||||
| Other liabilities | (53,498 | ) | 20,481 | |||
| Other | 52,221 | (32,872 | ) | |||
| Net cash provided by operating activities | 161,134 | 193,030 | ||||
| Cash flows from investing activities: | **** | **** | **** | **** | **** | **** |
| Purchased property, plant and equipment | (77,237 | ) | (71,939 | ) | ||
| Purchased businesses, net of cash acquired | (5,445 | ) | (9,500 | ) | ||
| Purchase of assets | - | (5,623 | ) | |||
| Proceeds from sale of property, plant and equipment | 2,751 | 1,407 | ||||
| Cash received from government grant | 5,800 | - | ||||
| Cash payments related to government grant | (1,526 | ) | (5,326 | ) | ||
| Net cash used in investing activities | (75,657 | ) | (90,981 | ) | ||
| Cash flows from financing activities: | **** | **** | **** | **** | **** | **** |
| Repayment of long-term debt | (118,000 | ) | (128,000 | ) | ||
| Net proceeds of notes payable | 9,846 | 8,422 | ||||
| Dividends paid | (26,045 | ) | (24,970 | ) | ||
| Contingent consideration payment | - | (767 | ) | |||
| Proceeds from stock options exercised | 22,053 | 6,567 | ||||
| Repurchases of common stock | (2,668 | ) | (3,342 | ) | ||
| Net cash used in financing activities | (114,814 | ) | (142,090 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | (3,063 | ) | 2,772 | |||
| Net change in cash and cash equivalents | (32,400 | ) | (37,269 | ) | ||
| Cash and cash equivalents at beginning of period | 100,534 | 112,191 | ||||
| Cash and cash equivalents at end of period | $ | 68,134 | $ | 74,922 |
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