Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Feb. 27, 2016 | Mar. 24, 2016 | |
Entity Registrant Name | FULLER H B CO | |
Entity Central Index Key | 39,368 | |
Trading Symbol | ful | |
Current Fiscal Year End Date | --12-03 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 49,997,265 | |
Document Type | 10-Q | |
Document Period End Date | Feb. 27, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Net revenue | $ 474,326 | $ 470,661 |
Cost of sales | (336,721) | (354,455) |
Gross profit | 137,605 | 116,206 |
Selling, general and administrative expenses | (99,767) | (94,833) |
Special charges, net | (413) | (2,361) |
Other (expense) income, net | (5,082) | 363 |
Interest expense | (6,308) | (6,102) |
Income before income taxes and income from equity method investments | 26,035 | 13,273 |
Income taxes | (8,760) | (4,769) |
Income from equity method investments | 1,692 | 1,291 |
Net income including non-controlling interests | 18,967 | 9,795 |
Net income attributable to non-controlling interests | (49) | (85) |
Net income attributable to H.B. Fuller | $ 18,918 | $ 9,710 |
Basic (in dollars per share) | $ 0.38 | $ 0.19 |
Diluted (in dollars per share) | $ 0.37 | $ 0.19 |
Weighted-average common shares outstanding: | ||
Basic (in shares) | 49,958 | 50,188 |
Diluted (in shares) | 50,995 | 51,379 |
Dividends declared per common share (in dollars per share) | $ 0.13 | $ 0.12 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehesive Income (Loss) (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Net income including non-controlling interests | $ 18,967 | $ 9,795 |
Other comprehensive income (loss) | ||
Foreign currency translation | (950) | (33,269) |
Defined benefit pension plans adjustment, net of tax | 2,665 | 1,527 |
Interest rate swaps, net of tax | 10 | 10 |
Cash-flow hedges, net of tax | 249 | (25) |
Other comprehensive income (loss) | 1,974 | (31,757) |
Comprehensive income (loss) | 20,941 | (21,962) |
Less: Comprehensive income attributable to non-controlling interests | 44 | 95 |
Comprehensive income (loss) attributable to H.B. Fuller | $ 20,897 | $ (22,057) |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Feb. 27, 2016 | Nov. 28, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 126,771 | $ 119,168 |
Trade receivables (net of allowances of $12,015 and $11,893, as of February 27, 2016 and November 28, 2015, respectively) | 335,403 | 364,704 |
Inventories | 264,837 | 248,504 |
Other current assets | 64,049 | 68,675 |
Total current assets | 791,060 | 801,051 |
Property, plant and equipment | 1,127,802 | 1,111,987 |
Accumulated depreciation | (615,899) | (599,127) |
Property, plant and equipment, net | 511,903 | 512,860 |
Goodwill | 354,901 | 354,204 |
Other intangibles, net | 206,403 | 212,993 |
Other assets | 159,069 | 161,144 |
Total assets | 2,023,336 | 2,042,252 |
Current liabilities: | ||
Notes payable | 36,921 | 30,757 |
Current maturities of long-term debt | 75,484 | 22,500 |
Trade payables | 162,513 | 177,864 |
Accrued compensation | 39,046 | 52,079 |
Income taxes payable | 12,988 | 8,970 |
Other accrued expenses | 52,134 | 57,355 |
Total current liabilities | 379,086 | 349,525 |
Long-term debt, excluding current maturities | 610,969 | 669,606 |
Accrued pension liabilities | 74,596 | 76,324 |
Other liabilities | 68,896 | 69,272 |
Total liabilities | 1,133,547 | 1,164,727 |
Redeemable non-controlling interest | $ 4,376 | $ 4,199 |
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 – 49,989,167 and 50,074,310, as of February 27, 2016 and November 28, 2015, respectively | $ 49,989 | $ 50,074 |
Additional paid-in capital | 53,356 | 55,522 |
Retained earnings | 1,006,964 | 994,608 |
Accumulated other comprehensive loss | (225,305) | (227,284) |
Total H.B. Fuller stockholders' equity | 885,004 | 872,920 |
Non-controlling interests | 409 | 406 |
Total equity | 885,413 | 873,326 |
Total liabilities, redeemable non-controlling interest and total equity | $ 2,023,336 | $ 2,042,252 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Feb. 27, 2016 | Nov. 28, 2015 |
Allowance for Doubtful Accounts | $ 12,015 | $ 11,893 |
Preferred stock, shares authorized (in shares) | 10,045,900 | 10,045,900 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, shares outstanding (in shares) | 49,989,167 | 50,074,310 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Total Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Nov. 29, 2014 | $ 50,311 | $ 53,269 | $ 933,819 | $ (147,352) | $ 403 | $ 890,450 |
Comprehensive income (loss) | 86,680 | (79,932) | 400 | 7,148 | ||
Dividends | (25,891) | (25,891) | ||||
Stock option exercises | 234 | 4,397 | 4,631 | |||
Share-based compensation plans other, net | 83 | 15,159 | 15,242 | |||
Tax benefit on share-based compensation plans | 1,433 | 1,433 | ||||
Repurchases of common stock | (554) | (18,736) | (19,290) | |||
Non-controlling interest assumed | 14,197 | 14,197 | ||||
Recognition of non-controlling interest redemption liability | (11,773) | (11,773) | ||||
Purchase of non-controlling interest | (2,424) | (2,424) | ||||
Non-controlling interest | (76) | (76) | ||||
Redeemable non-controlling interest | (321) | (321) | ||||
Balance at Nov. 28, 2015 | 50,074 | 55,522 | 994,608 | (227,284) | 406 | 873,326 |
Comprehensive income (loss) | 18,918 | 1,979 | 44 | 20,941 | ||
Dividends | (6,562) | (6,562) | ||||
Stock option exercises | 1 | 31 | 32 | |||
Share-based compensation plans other, net | 105 | 4,471 | 4,576 | |||
Tax benefit on share-based compensation plans | (341) | (341) | ||||
Repurchases of common stock | (191) | (6,327) | (6,518) | |||
Redeemable non-controlling interest | (41) | (41) | ||||
Balance at Feb. 27, 2016 | $ 49,989 | $ 53,356 | $ 1,006,964 | $ (225,305) | $ 409 | $ 885,413 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Cash flows from operating activities: | ||
Net income including non-controlling interests | $ 18,967 | $ 9,795 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | ||
Depreciation | 13,258 | 11,676 |
Amortization | 6,698 | 6,148 |
Deferred income taxes | 63 | (212) |
Income from equity method investments, net of dividends received | (1,692) | (1,291) |
Share-based compensation | 4,267 | 4,261 |
Excess tax benefit from share-based compensation | $ 341 | (397) |
Non-cash charge for the sale of inventories revalued at the date of acquisition | 2,701 | |
Trade receivables, net | $ 28,947 | 25,114 |
Inventories | (15,861) | (22,399) |
Other assets | 9,298 | (14,395) |
Trade payables | (4,301) | 32,885 |
Accrued compensation | (13,235) | (10,986) |
Other accrued expenses | (5,258) | 7,482 |
Income taxes payable | 5,673 | (3,126) |
Accrued / prepaid pensions | 662 | (4,542) |
Other liabilities | (1,445) | 603 |
Other | (3,821) | 22,896 |
Net cash provided by operating activities | 42,561 | 66,213 |
Cash flows from investing activities: | ||
Purchased property, plant and equipment | $ (23,361) | (28,381) |
Purchased businesses, net of cash acquired | (217,638) | |
Proceeds from sale of property, plant and equipment | $ 863 | 1,303 |
Net cash used in investing activities | $ (22,498) | (244,716) |
Cash flows from financing activities: | ||
Proceeds from long-term debt | 317,000 | |
Repayment of long-term debt | $ (5,625) | (130,000) |
Net proceeds from (payments on) notes payable | 6,378 | (4,748) |
Dividends paid | (6,498) | (6,044) |
Proceeds from stock options exercised | 32 | 1,684 |
Excess tax benefit from share-based compensation | (341) | 397 |
Repurchases of common stock | (6,518) | (2,203) |
Net cash provided by (used in) financing activities | (12,572) | 176,086 |
Effect of exchange rate changes | 112 | (3,578) |
Net change in cash and cash equivalents | 7,603 | (5,995) |
Cash and cash equivalents at beginning of period | 119,168 | 77,569 |
Cash and cash equivalents at end of period | 126,771 | 71,574 |
Supplemental disclosure of cash flow information: | ||
Dividends paid with company stock | 64 | 47 |
Cash paid for interest, net of amount capitalized of $117 and $10 for the periods ended February 27, 2016 and February 28, 2015, respectively | 5,566 | 5,561 |
Cash paid for income taxes, net of refunds | $ 4,066 | $ 3,616 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Capitalized interest costs | $ 117 | $ 10 |
Note 1 - Nature of Business and
Note 1 - Nature of Business and Summary of Significant Accounting Policies | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1 : Basis of Presentation The accompanying unaudited interim Condensed Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information necessary for a fair presentation of results of operations, comprehensive income, financial position, and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Condensed Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the fair presentation of the results for the periods presented. Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended November 28, 2015 as filed with the Securities and Exchange Commission. As of the beginning of the first quarter ending February 27, 2016, we created a new global operating segment named Engineering Adhesives, which includes the electronics, automotive and Tonsan businesses from around the world. We will also begin reporting our Construction Products business on a global basis by combining our EIMEA and Asia Pacific construction businesses with our Construction Products operating segment. We now have five reportable segments: Americas Adhesives, EIMEA, Asia Pacific, Construction Products and Engineering Adhesives. New Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), Principal v ersus Agent Considerations (Reporting Revenue Gross versus Net) In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-05, Derivatives and Hedging (Topic 815). . We have evaluated the effect that this guidance will have on our Consolidated Financial Statements and related disclosures and determined it will not have a material impact. In February 2016, the FASB issued ASU No. 2016-02, Leases (Subtopic 842). . The new guidance must be adopted using a modified retrospective transition approach, and provides for certain practical expedients. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award That a Performance Target Could Be Achieved after the Requisite Service Period, e elected to early adopt this guidance as of our first quarter ended February 27, 2016. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), |
Note 2 - Acquisitions
Note 2 - Acquisitions | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2 : Acquisitions Continental Products Limited On February 3, 2015 we acquired the equity of Continental Products Limited, a provider of industrial adhesives, based in Nairobi, Kenya. The purchase price of €1,459, or approximately $1,647, net of cash acquired of $371, was funded through existing cash. Tonsan Adhesive, Inc . On February 2, 2015 we acquired 95 percent of the equity of Tonsan Adhesive, Inc., an independent engineering adhesives provider based in Beijing, China. The purchase price was 1.4 billion Chinese renminbi, or approximately $215,925, net of cash acquired of $7,754, which was financed with the proceeds from our October 31, 2014 term loan, drawn in conjunction with the acquisition. Concurrent with the acquisition, we entered into an agreement to acquire the remaining 5 percent of Tonsan’s equity beginning February 1, 2019 for 82 million Chinese renminbi or approximately $13,038. In addition, the agreement requires us to pay up to 418 million Chinese renminbi or approximately $66,848 in contingent consideration based upon a formula related to Tonsan’s gross profit in fiscal 2018. The fair values of the agreement to purchase the remaining equity and the contingent consideration based upon a discounted cash flow model as of the date of acquisition were $11,773 and $7,714, respectively. See Note 14 for further discussion of the fair value of the contingent consideration. The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: Preliminary Valuation November 28, 2015 Purchase Price and Fair Value Adjustments Final Valuation February 27, 2016 Current assets $ 49,839 $ - $ 49,839 Property, plant and equipment 59,142 - 59,142 Goodwill 125,090 700 1 125,790 Other intangibles Developed technology 18,600 - 18,600 Customer relationships 25,700 - 25,700 Trademarks/trade names 11,000 - 11,000 Other assets 13,540 - 13,540 Current liabilities (38,068 ) - (38,068 ) Other liabilities (37,145 ) (700 ) 1 (37,845 ) Redeemable non-controlling interests (11,773 ) - (11,773 ) Total purchase price $ 215,925 $ - $ 215,925 1 |
Note 3 - Accounting for Share-B
Note 3 - Accounting for Share-Based Compensation | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 3: Accounting for Share-Based Compensation Overview We have various share-based compensation programs, which provide for equity awards including stock options, incentive stock options, restricted stock shares, restricted stock units, performance awards and deferred compensation. These equity awards fall under several plans and are described in detail in our Annual Report on Form 10-K for the year ended November 28, 2015. Grant-Date Fair Value We use the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The fair value of options granted during the quarter ended February 27, 2016 and February 28, 2015 were calculated using the following weighted average assumptions: Quarter Ended February 27, 2016 February 28, 2015 Expected life (in years) 4.75 4.61 Weighted-average expected volatility 29.03% 30.91% Expected volatility 29.03% - 29.23 25.50% - 31.67% Risk-free interest rate 1.44% 1.26% Expected dividend yield 1.56% 1.17% Weighted-average fair value of grants $ 7.64 $ 10.21 Expected life – We use historical employee exercise and option expiration data to estimate the expected life assumption for the Black-Scholes grant-date valuation. We believe that this historical data is currently the best estimate of the expected term of a new option. We use a weighted-average expected life for all awards. Expected volatility – Volatility is calculated using our historical volatility for the same period of time as the expected life. We have no reason to believe that our future volatility will differ materially from historical volatility. Risk-free interest rate – The rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the same period of time as the expected life. Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the average stock price. Expense Recognition We use the straight-line attribution method to recognize share-based compensation expense for option awards, restricted stock shares and restricted stock units with graded and cliff vesting. Incentive stock options and performance awards are based on certain performance-based metrics and the expense is adjusted quarterly, based on our projections of the achievement of those metrics. The amount of share-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. Total share-based compensation expense of $4,267 and $4,261 was included in our Condensed Consolidated Statements of Income for the quarter ended February 27, 2016 and February 28, 2015, respectively. All share-based compensation expense was recorded as selling, general and administrative expense. For the quarter ended February 27, 2016, there was $341 charged against the APIC Pool for tax deficiencies. For the quarter ended February 28, 2015, there was $397 of excess tax benefit recognized. As of February 27, 2016, there was $10,748 of unrecognized compensation costs related to unvested stock option awards, which is expected to be recognized over a weighted-average period of 1.6 years. Unrecognized compensation costs related to unvested restricted stock shares was $436 which is expected to be recognized over a weighted-average period of 0.9 years. Unrecognized compensation costs related to unvested restricted stock units was $11,631 which is expected to be recognized over a weighted-average period of 1.7 years. Share-based Activity A summary of option activity as of February 27, 2016 and changes during the quarter then ended is presented below: Options Weighted- Average Exercise Price Outstanding at November 28, 2015 2,912,073 $ 33.37 Granted 803,869 33.40 Exercised (1,206 ) 26.79 Forfeited or cancelled (86,897 ) 37.57 Outstanding at February 27, 2016 3,627,839 $ 33.28 The total fair value of options granted during the quarter ended February 27, 2016 and February 28, 2015 were $6,138 and $7,180, respectively. Total intrinsic value of options exercised during the quarter ended February 27, 2016 and February 28, 2015 were $11 and $1,326, respectively. Intrinsic value is the difference between our closing stock price on the respective trading day and the exercise price, multiplied by the number of options exercised. Proceeds received from option exercises during the quarter ended February 27, 2016 and February 28, 2015 were $32 and $1,684, respectively. A summary of nonvested restricted stock as of February 27, 2016 and changes during the quarter then ended is presented below: Units Shares Total Weighted- Average Grant Date Fair Value Weighted- Average Remaining Contractual Life (in Years) Nonvested at November 28, 2015 237,013 110,160 347,173 $ 42.17 0.8 Granted 203,668 - 203,668 33.65 2.1 Vested (99,135 ) (68,737 ) (167,872 ) 41.88 - Forfeited (19,942 ) (179 ) (20,121 ) 38.11 2.3 Nonvested at February 27, 2016 321,604 41,244 362,848 $ 37.78 1.6 Total fair value of restricted stock vested during the quarter ended February 27, 2016 and February 28, 2015 were $5,833 and $6,000, respectively. The total fair value of nonvested restricted stock at February 27, 2016 was $13,707. We repurchased 66,447 and 53,917 restricted stock shares during the quarter ended February 27, 2016 and February 28, 2015, respectively. The repurchases relate to statutory minimum tax withholding. We have a Directors’ Deferred Compensation plan that allows non-employee directors to defer all or a portion of their directors’ compensation in a number of investment choices, including units representing shares of our common stock. We also have a Key Employee Deferred Compensation Plan that allows key employees to defer a portion of their eligible compensation in a number of investment choices, including units, representing shares of our common stock. We provide a 10 percent match on deferred compensation invested into units, representing shares of our common stock. A summary of deferred compensation units as of February 27, 2016, and changes during the quarter then ended is presented below: Non-employee Directors Employees Total Units outstanding November 28, 2015 380,170 45,906 426,076 Participant contributions 9,742 2,118 11,860 Company match contributions 975 212 1,187 Payouts - (4,351 ) (4,351 ) Units outstanding February 27, 2016 390,887 43,885 434,772 Deferred compensation units are fully vested at the date of contribution. |
Note 4 - Earnings Per Share
Note 4 - Earnings Per Share | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 4: Earnings Per Share A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows: Quarter Ended February 27, February 28, (Shares in thousands) 2016 2015 Weighted-average common shares - basic 49,958 50,188 Equivalent shares from share-based compensations plans 1,037 1,191 Weighted-average common and common equivalent shares - diluted 50,995 51,379 Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award, (b) the amount of unearned share-based compensation costs attributed to future services and (c) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. Options to purchase 1,495,004 and 447,433 shares of common stock at a weighted-average exercise price of $42.88 and $48.59 for the quarter ended February 27, 2016 and February 28, 2015, respectively, were excluded from the diluted earnings per share calculations because they were antidilutive. |
Note 5 - Accumulated Other Comp
Note 5 - Accumulated Other Comprehensive Income (Loss) | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Text Block] | Note 5: Accumulated Other Comprehensive Income (Loss) The following table provides details of total comprehensive income (loss): Quarter Ended February 27, 2016 Quarter Ended February 28, 2015 H.B. Fuller Stockholders Non- controlling Interests H.B. Fuller Stockholders Non- controlling Interests Pretax Tax Net Net Pretax Tax Net Net Net income including non-controlling interests - - $ 18,918 $ 49 - - $ 9,710 $ 85 Foreign currency translation adjustment ¹ $ (945 ) - (945 ) (5 ) $ (33,279 ) - (33,279 ) 10 Reclassification to earnings: Defined benefit pension plans adjustment ² 3,997 $ (1,332 ) 2,665 - 2,325 $ (798 ) 1,527 - Interest rate swap ³ 13 (3 ) 10 - 16 (6 ) 10 - Cash-flow hedges ³ 403 (154 ) 249 - (31 ) 6 (25 ) - Other comprehensive income (loss) $ 3,468 $ (1,489 ) 1,979 (5 ) $ (30,969 ) $ (798 ) (31,767 ) 10 Comprehensive income (loss) $ 20,897 $ 44 $ (22,057 ) $ 95 ¹ Income taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries. ² Loss reclassified from accumulated other comprehensive income (AOCI) into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, selling, general and administrative (SG&A) and special charges, net. ³ Loss reclassified from AOCI into earnings is reported in other income (expense), net. The components of accumulated other comprehensive loss is as follows: February 27, 2016 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (52,542 ) $ (52,499 ) $ (43 ) Defined benefit pension plans adjustment, net of taxes of $60,593 (171,735 ) (171,735 ) - Interest rate swap, net of taxes of $2 (3 ) (3 ) - Cash-flow hedges, net of taxes of $657 (1,068 ) (1,068 ) - Accumulated other comprehensive income (loss) $ (225,348 ) $ (225,305 ) $ (43 ) November 28, 2015 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (51,592 ) $ (51,554 ) $ (38 ) Defined benefit pension plans adjustment, net of taxes of $93,012 (174,400 ) (174,400 ) - Interest rate swap, net of taxes of $5 (13 ) (13 ) - Cash-flow hedges, net of taxes of $811 (1,317 ) (1,317 ) - Accumulated other comprehensive (loss) income $ (227,322 ) $ (227,284 ) $ (38 ) |
Note 6 - Special Charges, Net
Note 6 - Special Charges, Net | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Special Charges [Text Block] | Note 6 : Special Charges , net The integration of the industrial adhesives business we acquired in March 2012 involved a significant amount of restructuring and capital investment to optimize the new combined entity. In addition, we have taken a series of actions in our existing EIMEA operating segment to improve the profitability and future growth prospects of this operating segment. We combined these two initiatives into a single project which we refer to as the “Business Integration Project”. During the quarter ended February 27, 2016 and February 28, 2015 , we incurred special charges, net of $413 and $2,361, respectively, for costs related to the Business Integration Project. The following table provides detail of special charges, net: Quarter Ended February 27, 2016 February 28, 2015 Acquisition and transformation related costs $ 105 $ 472 Workforce reduction costs (1 ) 56 Facility exit costs 273 1,529 Other related costs 36 304 Special charges, net $ 413 $ 2,361 |
Note 7 - Components of Net Peri
Note 7 - Components of Net Periodic Cost (Benefit) Related to Pension and Other Postretirement Benefit Plans | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 7: Components of Net Periodic Cost (Benefit) related to Pension and Other Postretirement Benefit Plans Quarter Ended February 27, 2016 and February 28, 2015 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2016 2015 2016 2015 2016 2015 Service cost $ 27 $ 27 $ 480 $ 507 $ 84 $ 112 Interest cost 3,767 4,081 1,367 1,516 480 510 Expected return on assets (6,077 ) (6,420 ) (2,482 ) (2,667 ) (1,342 ) (1,377 ) Amortization: Prior service cost 7 7 (1 ) (1 ) (10 ) (626 ) Actuarial loss (gain) 1,293 1,407 752 831 532 608 Net periodic (benefit) cost $ (983 ) $ (898 ) $ 116 $ 186 $ (256 ) $ (773 ) |
Note 8 - Inventories
Note 8 - Inventories | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 8: Inventories The composition of inventories is as follows: February 27, November 28, 2016 2015 Raw materials $ 128,305 $ 121,545 Finished goods 151,569 142,195 LIFO reserve (15,037 ) (15,236 ) Total inventories $ 264,837 $ 248,504 |
Note 9 - Financial Instruments
Note 9 - Financial Instruments | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 9: Financial Instruments Foreign Currency Derivative Instruments As a result of being a global enterprise, our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables. These items are denominated in various foreign currencies, including the Euro, British pound sterling, Canadian dollar, Chinese renminbi, Japanese yen, Australian dollar, Argentine peso, Brazilian real, Colombian peso, Mexican peso, Turkish lira, Egyptian pound, Indian rupee and Malaysian ringgit. Our objective is to balance, where possible, local currency denominated assets to local currency denominated liabilities to have a natural hedge and minimize foreign exchange impacts. We take steps to minimize risks from foreign currency exchange rate fluctuations through normal operating and financing activities and, when deemed appropriate, through the use of derivative instruments. We do not enter into any speculative positions with regard to derivative instruments. We enter into derivative contracts with a group of investment grade multinational commercial banks. We evaluate the credit quality of each of these banks on a periodic basis as warranted. Effective October 7, 2015, we entered into three cross-currency swap agreements to convert a notional amount of $134,736 of foreign currency denominated intercompany loans into US dollars. The first swap matures in 2017, the second swap matures in 2018 and the third swap matures in 2019. As of February 27, 2016, the combined fair value of the swaps was an asset of $1,741 and was included in other assets in the Condensed Consolidated Balance Sheets. The swaps were designated as cash-flow hedges for accounting treatment. The lesser amount between the cumulative change in the fair value of the actual swaps and the cumulative change in the fair value of hypothetical swaps is recorded in accumulated other comprehensive income (loss) in the Condensed Consolidated Balance Sheets. The difference between the cumulative change in the fair value of the actual swaps and the cumulative change in the fair value of hypothetical swaps are recorded as other income (expense), net in the Condensed Consolidated Statements of Income. In a perfectly effective hedge relationship, the two fair value calculations would exactly offset each other. Any difference in the calculation represents hedge ineffectiveness. The ineffectiveness calculations as of February 27, 2016 resulted in additional pre-tax loss of $31 for the quarter ended February 27, 2016 as the change in fair value of the cross-currency swaps was less than the change in the fair value of the hypothetical swaps. The amount in accumulated other comprehensive income (loss) related to cross-currency swaps was a loss of $1,068 as of February 27, 2016. The estimated net amount of the existing loss that is reported in accumulated other comprehensive income (loss) as of February 27, 2016 that is expected to be reclassified into earnings within the next twelve months is $603. As of February 27, 2016, we do not believe any gains or losses will be reclassified into earnings as a result of the discontinuance of these cash flow hedges because the original forecasted transaction will not occur. The following table summarizes the cross-currency swaps outstanding as of February 27, 2016: Fiscal Year of Expiration Interest Rate Notional Value Fair Value Pay EUR 2017 3.05 % $ 44,912 $ 767 Receive USD 3.9145 % Pay EUR 2018 3.45 % $ 44,912 $ 568 Receive USD 4.5374 % Pay EUR 2019 3.80 % $ 44,912 $ 406 Receive USD 5.0530 % Total $ 134,736 $ 1,741 Except for the cross-currency swap agreements listed above, foreign currency derivative instruments outstanding are not designated as hedges for accounting purposes. The gains and losses related to mark-to-market adjustments are recognized as other income or expense in the Condensed Consolidated Statements of Income during the periods in which the derivative instruments are outstanding. See Note 14 for fair value amounts of these derivative instruments. As of February 27, 2016, we had forward foreign currency contracts maturing between March 15, 2016 and February 24, 2017. The mark-to-market effect associated with these contracts, on a net basis, was a gain of $1,384 at February 27, 2016. These gains were largely offset by the underlying transaction gains and losses resulting from the foreign currency exposures for which these contracts relate. Interest Rate Swaps We have interest rate swap agreements to convert $75,000 of our senior notes to variable interest rates. The change in fair value of the senior notes, attributable to the change in the risk being hedged, was a liability of $3,328 at February 27, 2016 and was included in long-term debt and current maturities of long-term debt in the Condensed Consolidated Balance Sheets. The combined fair value of the swaps were an asset of $3,510 at February 27, 2016 and were included in other assets in the Condensed Consolidated Balance Sheets. The swaps were designated for hedge accounting treatment as fair value hedges. The changes in the fair value of the swap and the fair value of the senior notes attributable to the change in the risk being hedged are recorded as other income (expense), net in the Condensed Consolidated Statements of Income. In a perfectly effective hedge relationship, the two fair value calculations would exactly offset each other. Any difference in the calculation represents hedge ineffectiveness. The calculation as of February 27, 2016 resulted in a pretax gain of $143 for the quarter ended February 27, 2016 as the fair value of the senior notes decreased by more than the change in the fair value of the interest rate swaps attributable to the change in the risk being hedged. The calculations as of February 28, 2015 resulted in a pre-tax gain of $59 for the quarter ended February 28, 2015 as the fair value of the interest rate swaps increased by more than the change in the fair value of the senior notes attributable to the change in the risk being hedged. Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of February 27, 2016, there were no significant concentrations of credit risk. |
Note 10 - Commitments and Conti
Note 10 - Commitments and Contingencies | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 10 : Commitments and Contingencies Environmental Matters From time to time, we become aware of compliance matters relating to, or receive notices from, federal, state or local entities regarding possible or alleged violations of environmental, health or safety laws and regulations. We review the circumstances of each individual site, considering the number of parties involved, the level of potential liability or our contribution relative to the other parties, the nature and magnitude of the hazardous substances involved, the method and extent of remediation, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred. Also, from time to time, we are identified as a potentially responsible party (PRP) under the Comprehensive Environmental Response, Compensation and Liability Act (CERCLA) and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances. We are also subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision. Currently we are involved in various environmental investigations, clean up activities and administrative proceedings and lawsuits. In particular, we are currently deemed a PRP in conjunction with numerous other parties, in a number of government enforcement actions associated with landfills and/or hazardous waste sites. As a PRP, we may be required to pay a share of the costs of investigation and clean up of these sites. In addition, we are engaged in environmental remediation and monitoring efforts at a number of current and former operating facilities. While uncertainties exist with respect to the amounts and timing of the ultimate environmental liabilities, based on currently available information, we have concluded that these matters, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow. Other Legal Proceedings From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not have a material adverse effect on our results of operations, financial condition or cash flow. We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 30 years ago. The plaintiffs generally bring these lawsuits against multiple defendants and seek damages (both actual and punitive) in very large amounts. In many cases, plaintiffs are unable to demonstrate that they have suffered any compensable injuries or that the injuries suffered were the result of exposure to products manufactured by us. We are typically dismissed as a defendant in such cases without payment. If the plaintiff presents evidence indicating that compensable injury occurred as a result of exposure to our products, the case is generally settled for an amount that reflects the seriousness of the injury, the length, intensity and character of exposure to products containing asbestos, the number and solvency of other defendants in the case, and the jurisdiction in which the case has been brought. A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third parties, including indemnification pursuant to the provisions of a 1976 agreement under which we acquired a business from a third party. Currently, this third party is defending and paying settlement amounts, under a reservation of rights, in most of the asbestos cases tendered to the third party. In addition to the indemnification arrangements with third parties, we have insurance policies that generally provide coverage for asbestos liabilities, including defense costs. Historically, insurers have paid a significant portion of our defense costs and settlements in asbestos-related litigation. However, certain of our insurers are insolvent. We have entered into cost-sharing agreements with our insurers that provide for the allocation of defense costs and settlements and judgments in asbestos-related lawsuits. These agreements require, among other things, that we fund a share of settlements and judgments allocable to years in which the responsible insurer is insolvent A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows: Quarter Ended 3 Years Ended ($ in thousands) February 27, 2016 February 28, 2015 November 28, 2015 Lawsuits and claims settled 2 1 25 Settlement amounts $ 75 $ 50 $ 2,072 Insurance payments received or expected to be received $ 56 $ 37 $ 1,648 We do not believe that it would be meaningful to disclose the aggregate number of asbestos-related lawsuits filed against us because relatively few of these lawsuits are known to involve exposure to asbestos-containing products that we manufactured. Rather, we believe it is more meaningful to disclose the number of lawsuits that are settled and result in a payment to the plaintiff. To the extent we can reasonably estimate the amount of our probable liabilities for pending asbestos-related claims, we establish a financial provision and a corresponding receivable for insurance recoveries. Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, will not have a material adverse effect on our results of operations, financial condition or cash flow. |
Note 11 - Operating Segments
Note 11 - Operating Segments | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 11 : Operating Segments We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. We evaluate the performance of each of our operating segments based on segment operating income, which is defined as gross profit less SG&A expenses. Segment operating income excludes special charges, net. Corporate expenses are fully allocated to each operating segment. Inter-segment revenues are recorded at cost plus a markup for administrative costs. Operating results of each segment are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Through the fourth quarter of 2015, our business was reported in four operating segments: Americas Adhesives, Europe, India, Middle East and Africa (EIMEA), Asia Pacific and Construction Products. Changes in our management reporting structure during the first quarter of 2016 required us to conduct an operating segment assessment in accordance with ASC Topic 280, Segment Reporting The table below provides certain information regarding net revenue and segment operating income for each of our operating segments: Quarter Ended February 27, 2016 February 28, 2015 Inter- Segment Inter- Segment Trade Segment Operating Trade Segment Operating Revenue Revenue Income Revenue Revenue Income Americas Adhesives $ 183,319 $ 3,630 $ 26,259 $ 194,073 $ 5,383 $ 21,677 EIMEA 124,291 5,271 6,163 134,115 4,551 685 Asia Pacific 53,860 951 3,753 55,343 3,466 3,145 Construction Products 60,074 104 785 58,456 176 1,014 Engineering Adhesives 52,782 - 878 28,674 - (5,148 ) Total $ 474,326 $ 37,838 $ 470,661 $ 21,373 Reconciliation of segment operating income to income before income taxes and income from equity method investments: Quarter Ended February 27, February 28, 2016 2015 Segment operating income $ 37,838 $ 21,373 Special charges, net (413 ) (2,361 ) Other income (expense), net (5,082 ) 363 Interest expense (6,308 ) (6,102 ) Income before income taxes and income from equity method investments $ 26,035 $ 13,273 The table below provides total assets of each of our operating segments as of November 28, 2015: Total assets November 28, 2015 Americas Adhesives $ 436,526 EIMEA 628,780 Asia Pacific 213,025 Construction Products 218,897 Engineering Adhesives 387,206 Corporate 157,818 Total $ 2,042,252 |
Note 12 - Income Taxes
Note 12 - Income Taxes | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 12 : Income Taxes As of February 27, 2016, we had a liability of $5,124 recorded under FASB ASC 740, Income Taxes , |
Note 13 - Goodwill and Other In
Note 13 - Goodwill and Other Intangible Assets | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 13 : Goodwill and Other Intangible Assets A summary of goodwill activity during the quarter ended February 27, 2016 is presented below: Americas Asia Construction Engineering Adhesives EIMEA Pacific Products Adhesives Total Balance at November 28, 2015 $ 59,706 $ 100,638 $ 17,329 $ 22,668 $ 153,863 $ 354,204 Acquisition adjustment - - - - 700 700 Currency impact (44 ) 2,154 143 35 (2,291 ) (3 ) Balance at February 27, 2016 $ 59,662 $ 102,792 $ 17,472 $ 22,703 $ 152,272 $ 354,901 As discussed in Note 11, during the first quarter of fiscal year 2016, we changed our operating segments as a result of a change in our management reporting structure. This resulted in a change in our reporting units. We allocated goodwill to our new reporting units using the relative fair value approach. Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, as of February 27, 2016 are as follows: Amortizable Intangible Assets Purchased Technology & Patents Customer Relationships All Other Total Original cost $ 69,813 $ 235,067 $ 49,578 $ 354,458 Accumulated amortization (19,618 ) (102,928 ) (25,971 ) (148,517 ) Net identifiable intangibles $ 50,195 $ 132,139 $ 23,607 $ 205,941 Amortization expense with respect to amortizable intangible assets was $6,698 and $6,148 for the first three months of 2016 and 2015, respectively. Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years are as follows: Remainder of Fiscal Year 2016 2017 2018 2019 2020 Thereafter Amortization Expense $ 18,721 $ 25,057 $ 24,664 $ 22,740 $ 21,769 $ 92,990 Non-amortizable intangible assets as of February 27, 2016 are $462 and are related to trademarks and trade names. |
Note 14 - Fair Value Measuremen
Note 14 - Fair Value Measurements | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 14: Fair Value Measurements Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The following is a brief description of those three levels: ● Level 1: Observable inputs such as quoted prices (unadjusted) in active markets for identical assets or liabilities. Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly. These include quoted prices for similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active. Level 3: Unobservable inputs that reflect management’s assumptions, and include situations where there is little, if any, market activity for the asset or liability. Balances Measured at Fair Value on a Recurring Basis The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of February 27, 2016 and November 28, 2015, and indicates the fair value hierarchy of the valuation techniques utilized to determine such fair value. February 27, Fair Value Measurements Using: Description 2016 Level 1 Level 2 Level 3 Assets: Marketable securities $ 3,620 $ 3,620 $ - $ - Derivative assets 3,527 - 3,527 - Interest rate swaps 3,510 - 3,510 - Cash-flow hedges 1,741 - 1,741 - Liabilities: Derivative liabilities $ 2,143 $ - $ 2,143 $ - Contingent consideration liability 11,794 - - 11,794 November 28, Fair Value Measurements Using: Description 2015 Level 1 Level 2 Level 3 Assets: Marketable securities $ 1,698 $ 1,698 $ - $ - Derivative assets 15,185 - 15,185 - Interest rate swaps 3,395 - 3,395 - Cash-flow hedges 5,384 - 5,384 - Liabilities: Derivative liabilities $ 4,744 $ - $ 4,744 $ - Contingent consideration liability 10,854 - - 10,854 We use the income approach in calculating the fair value of our contingent consideration liabilities using a discounted cash flow model and Level 3 inputs. The expected cash flows are affected by various significant judgments and assumptions, including revenue growth rates, profit margin percentages and discount rate, which are sensitive to change. Estimates of fair value are inherently uncertain and represent only management’s reasonable expectation regarding future developments. These estimates and the judgments and assumptions upon which the estimates are based will, in all likelihood, differ in some respects from actual future results. The valuation of our contingent consideration related to the acquisition of Tonsan Adhesive, Inc. as of February 27, 2016 resulted in a fair value of $11,644 and a $487 net mark to market adjustment recorded to SG&A in the Condensed Consolidated Statement of Income as of February 27, 2016. Contingent consideration liabilities Level 3 balance November 28, 2015 $ 10,854 Opening balance sheet adjustment 700 Mark to market adjustment 487 Foreign currency translation adjustment (247 ) Level 3 balance February 27, 2016 $ 11,794 |
Note 15 - Share Repurchase Prog
Note 15 - Share Repurchase Program | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 15 : Share Repurchase Program On September 30, 2010, the Board of Directors authorized a share repurchase program of up to $100,000 of our outstanding common shares. Under the program, we are authorized to repurchase shares for cash on the open market, from time to time, in privately negotiated transactions or block transactions, or through an accelerated repurchase agreement. The timing of such repurchases is dependent on price, market conditions and applicable regulatory requirements. Upon repurchase of the shares, we reduced our common stock for the par value of the shares with the excess being applied against additional paid-in capital. During the quarter ended February 27, 2016, we repurchased shares under this program, with an aggregate value of $4,210. Of this amount, $125 reduced common stock and $4,085 reduced additional paid-in capital. We did not repurchase any shares during the quarter ended February 28, 2015. |
Note 16 - Redeemable Non-Contro
Note 16 - Redeemable Non-Controlling Interest | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 16 : Redeemable Non-Controlling Interest We account for the non-controlling interest in H.B. Fuller Kimya Sanayi Ticaret A.S. (HBF Kimya) as a redeemable non-controlling interest because both the non-controlling shareholder and H.B. Fuller have an option, exercisable beginning August 1, 2018, to require the redemption of the shares owned by the non-controlling shareholder at a price determined by a formula based on 24 months trailing EBITDA. Since the option makes the redemption of the non-controlling ownership shares of HBF Kimya outside of our control, these shares are classified as a redeemable non-controlling interest in temporary equity in the Condensed Consolidated Balance Sheets. The non-controlling shareholder is entitled to increase his ownership by 1 percent per year for 5 years up to a maximum of 13 percent ownership based on the achievement of profitability targets in each year. The option is subject to a minimum price of €3,500. The redemption value of the option, if it were currently redeemable, is estimated to be €3,500. The results of operations for the HBF Kimya non-controlling interest is consolidated in our financial statements. Both the non-controlling interest and the accretion adjustment to redemption value are included in net income attributable to non-controlling interests in the Condensed Consolidated Statements of Income and in the carrying value of the redeemable non-controlling interest on the Condensed Consolidated Balance Sheets. HBF Kimya’s functional currency is the Turkish lira and changes in exchange rates will affect the reported amount of the redeemable non-controlling interest. Redeemable Non-Controlling Interest Balance at November 28, 2015 $ 4,199 Net income (loss) attributed to redeemable non-controlling interest 41 Foreign currency translation adjustment 136 Balance at February 27, 2016 $ 4,376 |
Note 17 - Subsequent Event
Note 17 - Subsequent Event | 3 Months Ended |
Feb. 27, 2016 | |
Notes to Financial Statements | |
Subsequent Events [Text Block] | Note 17 : Subsequent Event On April 5, 2016, we entered into an agreement to purchase the equity of Advanced Adhesives Pty Limited and the business assets of Advanced Adhesives (New Zealand) Limited for a combined 12 million Australian dollars, or approximately $9,000, subject to certain closing conditions. These entities develop, manufacture and distribute hot melt and water-based adhesives for packaging, woodworking and durable assembly applications in Australia and New Zealand. |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 3 Months Ended |
Feb. 27, 2016 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In March 2016, the FASB issued ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606), Principal v ersus Agent Considerations (Reporting Revenue Gross versus Net) In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2016-05, Derivatives and Hedging (Topic 815). . We have evaluated the effect that this guidance will have on our Consolidated Financial Statements and related disclosures and determined it will not have a material impact. In February 2016, the FASB issued ASU No. 2016-02, Leases (Subtopic 842). . The new guidance must be adopted using a modified retrospective transition approach, and provides for certain practical expedients. We are currently evaluating the impact that the new guidance will have on our consolidated financial statements. In June 2014, the FASB issued ASU No. 2014-12, Compensation - Stock Compensation (Topic 718), Accounting for Share-Based Payments When the Terms of an Award That a Performance Target Could Be Achieved after the Requisite Service Period, e elected to early adopt this guidance as of our first quarter ended February 27, 2016. The adoption of this guidance did not have a material impact on our Consolidated Financial Statements. In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606), |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Tonsan Adhesive [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Preliminary Valuation November 28, 2015 Purchase Price and Fair Value Adjustments Final Valuation February 27, 2016 Current assets $ 49,839 $ - $ 49,839 Property, plant and equipment 59,142 - 59,142 Goodwill 125,090 700 1 125,790 Other intangibles Developed technology 18,600 - 18,600 Customer relationships 25,700 - 25,700 Trademarks/trade names 11,000 - 11,000 Other assets 13,540 - 13,540 Current liabilities (38,068 ) - (38,068 ) Other liabilities (37,145 ) (700 ) 1 (37,845 ) Redeemable non-controlling interests (11,773 ) - (11,773 ) Total purchase price $ 215,925 $ - $ 215,925 |
Note 3 - Accounting for Share28
Note 3 - Accounting for Share-Based Compensation (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Quarter Ended February 27, 2016 February 28, 2015 Expected life (in years) 4.75 4.61 Weighted-average expected volatility 29.03% 30.91% Expected volatility 29.03% - 29.23 25.50% - 31.67% Risk-free interest rate 1.44% 1.26% Expected dividend yield 1.56% 1.17% Weighted-average fair value of grants $ 7.64 $ 10.21 |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Options Weighted- Average Exercise Price Outstanding at November 28, 2015 2,912,073 $ 33.37 Granted 803,869 33.40 Exercised (1,206 ) 26.79 Forfeited or cancelled (86,897 ) 37.57 Outstanding at February 27, 2016 3,627,839 $ 33.28 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Units Shares Total Weighted- Average Grant Date Fair Value Weighted- Average Remaining Contractual Life (in Years) Nonvested at November 28, 2015 237,013 110,160 347,173 $ 42.17 0.8 Granted 203,668 - 203,668 33.65 2.1 Vested (99,135 ) (68,737 ) (167,872 ) 41.88 - Forfeited (19,942 ) (179 ) (20,121 ) 38.11 2.3 Nonvested at February 27, 2016 321,604 41,244 362,848 $ 37.78 1.6 |
Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments [Table Text Block] | Non-employee Directors Employees Total Units outstanding November 28, 2015 380,170 45,906 426,076 Participant contributions 9,742 2,118 11,860 Company match contributions 975 212 1,187 Payouts - (4,351 ) (4,351 ) Units outstanding February 27, 2016 390,887 43,885 434,772 |
Note 4 - Earnings Per Share (Ta
Note 4 - Earnings Per Share (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Quarter Ended February 27, February 28, (Shares in thousands) 2016 2015 Weighted-average common shares - basic 49,958 50,188 Equivalent shares from share-based compensations plans 1,037 1,191 Weighted-average common and common equivalent shares - diluted 50,995 51,379 |
Note 5 - Accumulated Other Co30
Note 5 - Accumulated Other Comprehensive Income (Loss) (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Comprehensive Income (Loss) [Table Text Block] | Quarter Ended February 27, 2016 Quarter Ended February 28, 2015 H.B. Fuller Stockholders Non- controlling Interests H.B. Fuller Stockholders Non- controlling Interests Pretax Tax Net Net Pretax Tax Net Net Net income including non-controlling interests - - $ 18,918 $ 49 - - $ 9,710 $ 85 Foreign currency translation adjustment ¹ $ (945 ) - (945 ) (5 ) $ (33,279 ) - (33,279 ) 10 Reclassification to earnings: Defined benefit pension plans adjustment ² 3,997 $ (1,332 ) 2,665 - 2,325 $ (798 ) 1,527 - Interest rate swap ³ 13 (3 ) 10 - 16 (6 ) 10 - Cash-flow hedges ³ 403 (154 ) 249 - (31 ) 6 (25 ) - Other comprehensive income (loss) $ 3,468 $ (1,489 ) 1,979 (5 ) $ (30,969 ) $ (798 ) (31,767 ) 10 Comprehensive income (loss) $ 20,897 $ 44 $ (22,057 ) $ 95 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | February 27, 2016 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (52,542 ) $ (52,499 ) $ (43 ) Defined benefit pension plans adjustment, net of taxes of $60,593 (171,735 ) (171,735 ) - Interest rate swap, net of taxes of $2 (3 ) (3 ) - Cash-flow hedges, net of taxes of $657 (1,068 ) (1,068 ) - Accumulated other comprehensive income (loss) $ (225,348 ) $ (225,305 ) $ (43 ) November 28, 2015 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (51,592 ) $ (51,554 ) $ (38 ) Defined benefit pension plans adjustment, net of taxes of $93,012 (174,400 ) (174,400 ) - Interest rate swap, net of taxes of $5 (13 ) (13 ) - Cash-flow hedges, net of taxes of $811 (1,317 ) (1,317 ) - Accumulated other comprehensive (loss) income $ (227,322 ) $ (227,284 ) $ (38 ) |
Note 6 - Special Charges, Net (
Note 6 - Special Charges, Net (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Business Acquisition, Integration, Restructuring and Other Related Costs [Text Block] | Quarter Ended February 27, 2016 February 28, 2015 Acquisition and transformation related costs $ 105 $ 472 Workforce reduction costs (1 ) 56 Facility exit costs 273 1,529 Other related costs 36 304 Special charges, net $ 413 $ 2,361 |
Note 7 - Components of Net Pe32
Note 7 - Components of Net Periodic Cost (Benefit) Related to Pension and Other Postretirement Benefit Plans (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Net Benefit Costs [Table Text Block] | Quarter Ended February 27, 2016 and February 28, 2015 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2016 2015 2016 2015 2016 2015 Service cost $ 27 $ 27 $ 480 $ 507 $ 84 $ 112 Interest cost 3,767 4,081 1,367 1,516 480 510 Expected return on assets (6,077 ) (6,420 ) (2,482 ) (2,667 ) (1,342 ) (1,377 ) Amortization: Prior service cost 7 7 (1 ) (1 ) (10 ) (626 ) Actuarial loss (gain) 1,293 1,407 752 831 532 608 Net periodic (benefit) cost $ (983 ) $ (898 ) $ 116 $ 186 $ (256 ) $ (773 ) |
Note 8 - Inventories (Tables)
Note 8 - Inventories (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | February 27, November 28, 2016 2015 Raw materials $ 128,305 $ 121,545 Finished goods 151,569 142,195 LIFO reserve (15,037 ) (15,236 ) Total inventories $ 264,837 $ 248,504 |
Note 9 - Financial Instruments
Note 9 - Financial Instruments (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Fiscal Year of Expiration Interest Rate Notional Value Fair Value Pay EUR 2017 3.05 % $ 44,912 $ 767 Receive USD 3.9145 % Pay EUR 2018 3.45 % $ 44,912 $ 568 Receive USD 4.5374 % Pay EUR 2019 3.80 % $ 44,912 $ 406 Receive USD 5.0530 % Total $ 134,736 $ 1,741 |
Note 10 - Commitments and Con35
Note 10 - Commitments and Contingencies (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Loss Contingencies by Contingency [Table Text Block] | Quarter Ended 3 Years Ended ($ in thousands) February 27, 2016 February 28, 2015 November 28, 2015 Lawsuits and claims settled 2 1 25 Settlement amounts $ 75 $ 50 $ 2,072 Insurance payments received or expected to be received $ 56 $ 37 $ 1,648 |
Note 11 - Operating Segments (T
Note 11 - Operating Segments (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Quarter Ended February 27, 2016 February 28, 2015 Inter- Segment Inter- Segment Trade Segment Operating Trade Segment Operating Revenue Revenue Income Revenue Revenue Income Americas Adhesives $ 183,319 $ 3,630 $ 26,259 $ 194,073 $ 5,383 $ 21,677 EIMEA 124,291 5,271 6,163 134,115 4,551 685 Asia Pacific 53,860 951 3,753 55,343 3,466 3,145 Construction Products 60,074 104 785 58,456 176 1,014 Engineering Adhesives 52,782 - 878 28,674 - (5,148 ) Total $ 474,326 $ 37,838 $ 470,661 $ 21,373 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Quarter Ended February 27, February 28, 2016 2015 Segment operating income $ 37,838 $ 21,373 Special charges, net (413 ) (2,361 ) Other income (expense), net (5,082 ) 363 Interest expense (6,308 ) (6,102 ) Income before income taxes and income from equity method investments $ 26,035 $ 13,273 |
Reconciliation of Assets from Segment to Consolidated [Table Text Block] | Total assets November 28, 2015 Americas Adhesives $ 436,526 EIMEA 628,780 Asia Pacific 213,025 Construction Products 218,897 Engineering Adhesives 387,206 Corporate 157,818 Total $ 2,042,252 |
Note 13 - Goodwill and Other 37
Note 13 - Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Americas Asia Construction Engineering Adhesives EIMEA Pacific Products Adhesives Total Balance at November 28, 2015 $ 59,706 $ 100,638 $ 17,329 $ 22,668 $ 153,863 $ 354,204 Acquisition adjustment - - - - 700 700 Currency impact (44 ) 2,154 143 35 (2,291 ) (3 ) Balance at February 27, 2016 $ 59,662 $ 102,792 $ 17,472 $ 22,703 $ 152,272 $ 354,901 |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | Amortizable Intangible Assets Purchased Technology & Patents Customer Relationships All Other Total Original cost $ 69,813 $ 235,067 $ 49,578 $ 354,458 Accumulated amortization (19,618 ) (102,928 ) (25,971 ) (148,517 ) Net identifiable intangibles $ 50,195 $ 132,139 $ 23,607 $ 205,941 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remainder of Fiscal Year 2016 2017 2018 2019 2020 Thereafter Amortization Expense $ 18,721 $ 25,057 $ 24,664 $ 22,740 $ 21,769 $ 92,990 |
Note 14 - Fair Value Measurem38
Note 14 - Fair Value Measurements (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | February 27, Fair Value Measurements Using: Description 2016 Level 1 Level 2 Level 3 Assets: Marketable securities $ 3,620 $ 3,620 $ - $ - Derivative assets 3,527 - 3,527 - Interest rate swaps 3,510 - 3,510 - Cash-flow hedges 1,741 - 1,741 - Liabilities: Derivative liabilities $ 2,143 $ - $ 2,143 $ - Contingent consideration liability 11,794 - - 11,794 November 28, Fair Value Measurements Using: Description 2015 Level 1 Level 2 Level 3 Assets: Marketable securities $ 1,698 $ 1,698 $ - $ - Derivative assets 15,185 - 15,185 - Interest rate swaps 3,395 - 3,395 - Cash-flow hedges 5,384 - 5,384 - Liabilities: Derivative liabilities $ 4,744 $ - $ 4,744 $ - Contingent consideration liability 10,854 - - 10,854 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Contingent consideration liabilities Level 3 balance November 28, 2015 $ 10,854 Opening balance sheet adjustment 700 Mark to market adjustment 487 Foreign currency translation adjustment (247 ) Level 3 balance February 27, 2016 $ 11,794 |
Note 16 - Redeemable Non-Cont39
Note 16 - Redeemable Non-Controlling Interest (Tables) | 3 Months Ended |
Feb. 27, 2016 | |
Notes Tables | |
Redeemable Noncontrolling Interest [Table Text Block] | Redeemable Non-Controlling Interest Balance at November 28, 2015 $ 4,199 Net income (loss) attributed to redeemable non-controlling interest 41 Foreign currency translation adjustment 136 Balance at February 27, 2016 $ 4,376 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) € in Thousands, $ in Thousands, ¥ in Millions | Feb. 03, 2015EUR (€) | Feb. 03, 2015USD ($) | Feb. 02, 2015USD ($) | Feb. 02, 2015CNY (¥) | Feb. 27, 2016USD ($) | Feb. 28, 2015USD ($) | Nov. 28, 2015USD ($) | Feb. 02, 2015CNY (¥) |
Continental Products Limited [Member] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | € 1,459 | $ 1,647 | ||||||
Cash Acquired from Acquisition | $ 371 | |||||||
Tonsan Adhesive [Member] | Trademarks and Trade Names [Member] | ||||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 14 years | 14 years | ||||||
Tonsan Adhesive [Member] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 215,925 | ¥ 1,400 | ||||||
Cash Acquired from Acquisition | $ 7,754 | |||||||
Business Acquisition, Percentage of Voting Interests Acquired | 95.00% | 95.00% | ||||||
Business Combination, Agreement to Purchase Remaining Equity | $ 11,773 | $ 11,773 | ||||||
Tonson Adhesive [Member] | ||||||||
Business Acquisition, Remaining Percentage of Voting Interests to Be Acquired | 5.00% | 5.00% | ||||||
Business Combination, Agreement to Purchase Remaining Equity | $ 13,038 | $ 11,773 | $ 7,714 | ¥ 82 | ||||
Business Combination, Contingent Consideration Arrangements, Range of Outcomes, Value, High | $ 66,848 | ¥ 418 | ||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 217,638 |
Note 2 - Purchase Price Allocat
Note 2 - Purchase Price Allocation of Assets and Liabilities Assumed of Tonsan Adhesive (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 27, 2016 | Nov. 28, 2015 | ||
Tonsan Adhesive [Member] | Intellectual Property [Member] | |||
Other inangibles | $ 18,600 | $ 18,600 | |
Other inangibles | |||
Tonsan Adhesive [Member] | Customer Relationships [Member] | |||
Other inangibles | $ 25,700 | 25,700 | |
Other inangibles | |||
Tonsan Adhesive [Member] | Trademarks and Trade Names [Member] | |||
Other inangibles | $ 11,000 | 11,000 | |
Other inangibles | |||
Tonsan Adhesive [Member] | |||
Current assets | $ 49,839 | 49,839 | |
Current assets | |||
Property, plant and equipment | $ 59,142 | 59,142 | |
Property, plant and equipment | |||
Goodwill | $ 125,790 | 125,090 | |
Goodwill | [1] | 700 | |
Other assets | $ 13,540 | 13,540 | |
Other assets | |||
Current liabilities | $ (38,068) | (38,068) | |
Current liabilities | |||
Other liabilities | $ (37,845) | (37,145) | |
Other liabilities | [1] | (700) | |
Redeemable non-controlling interests | $ (11,773) | (11,773) | |
Redeemable non-controlling interests | |||
Total purchase price | $ 215,925 | 215,925 | |
Goodwill | 354,901 | $ 354,204 | |
Goodwill | $ 700 | ||
[1] | Relates to an adjustment to the contingent consideration liability discussed above. |
Note 3 - Accounting for Share42
Note 3 - Accounting for Share-Based Compensation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Employee Stock Option [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | $ 10,748 | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 219 days | |
Restricted Stock [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 328 days | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 436 | |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 5,833 | $ 6,000 |
Restricted Stock Units (RSUs) [Member] | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 255 days | |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 11,631 | |
Employees [Member] | ||
Deferred Compensation Plan, Matching Percentage | 10.00% | |
Allocated Share-based Compensation Expense | $ 4,267 | 4,261 |
Adjustments to Additional Paid in Capital, Income Tax Deficiency from Share-based Compensation | 341 | |
Employee Service Share-based Compensation, Tax Benefit Realized from Exercise of Stock Options | 397 | |
Fair Value Options Granted During Period Value Share-based Compensation | 6,138 | 7,180 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 11 | 1,326 |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 32 | $ 1,684 |
Total Fair Value of Nonvested Restricted Stock | $ 13,707 | |
Repurchased Restricted Stock Shares | 66,447 | 53,917 |
Note 3 - Fair Value of Options
Note 3 - Fair Value of Options Granted (Details) - $ / shares | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Minimum [Member] | ||
Expected volatility | 29.03% | 25.50% |
Maximum [Member] | ||
Expected volatility | 29.23% | 31.67% |
Expected life (in years) | 4 years 273 days | 4 years 222 days |
Weighted-average expected volatility | 29.03% | 30.91% |
Risk-free interest rate | 1.44% | 1.26% |
Expected dividend yield | 1.56% | 1.17% |
Weighted-average fair value of grants (in dollars per share) | $ 7.64 | $ 10.21 |
Note 3 - Stock Option Activity
Note 3 - Stock Option Activity (Details) | 3 Months Ended |
Feb. 27, 2016$ / sharesshares | |
Outstanding Options (in shares) | shares | 2,912,073 |
Outstanding Options (in dollars per share) | $ / shares | $ 33.37 |
Granted (in shares) | shares | 803,869 |
Granted (in dollars per share) | $ / shares | $ 33.40 |
Exercised (in shares) | shares | (1,206) |
Exercised (in dollars per share) | $ / shares | $ 26.79 |
Forfeited or cancelled (in shares) | shares | (86,897) |
Forfeited or cancelled (in dollars per share) | $ / shares | $ 37.57 |
Outstanding Options (in shares) | shares | 3,627,839 |
Outstanding Options (in dollars per share) | $ / shares | $ 33.28 |
Note 3 - Nonvested Restricted S
Note 3 - Nonvested Restricted Stock Activity (Details) - $ / shares | 3 Months Ended | 12 Months Ended |
Feb. 27, 2016 | Nov. 28, 2015 | |
Restricted Stock Units (RSUs) [Member] | ||
Nonvested (in shares) | 237,013 | |
Granted (in shares) | 203,668 | |
Vested (in shares) | (99,135) | |
Forfeited (in shares) | (19,942) | |
Nonvested (in shares) | 321,604 | 237,013 |
Restricted Stock [Member] | ||
Nonvested (in shares) | 110,160 | |
Granted (in shares) | ||
Vested (in shares) | (68,737) | |
Forfeited (in shares) | (179) | |
Nonvested (in shares) | 41,244 | 110,160 |
Nonvested (in shares) | 347,173 | |
Nonvested (in dollars per share) | $ 42.17 | |
Nonvested | 1 year 219 days | 292 days |
Granted (in shares) | 203,668 | |
Granted (in dollars per share) | $ 33.65 | |
Granted | 2 years 36 days | |
Vested (in shares) | (167,872) | |
Vested (in dollars per share) | $ 41.88 | |
Forfeited (in shares) | (20,121) | |
Forfeited (in dollars per share) | $ 38.11 | |
Forfeited | 2 years 109 days | |
Nonvested (in shares) | 362,848 | 347,173 |
Nonvested (in dollars per share) | $ 37.78 | $ 42.17 |
Note 3 - Deferred Compensation
Note 3 - Deferred Compensation Units (Details) | 3 Months Ended |
Feb. 27, 2016shares | |
Non Employee Directors [Member] | |
Units outstanding (in shares) | 380,170 |
Participant contributions (in shares) | 9,742 |
Company match contributions (in shares) | 975 |
Payouts (in shares) | |
Units outstanding (in shares) | 390,887 |
Employees [Member] | |
Units outstanding (in shares) | 45,906 |
Participant contributions (in shares) | 2,118 |
Company match contributions (in shares) | 212 |
Payouts (in shares) | (4,351) |
Units outstanding (in shares) | 43,885 |
Units outstanding (in shares) | 426,076 |
Participant contributions (in shares) | 11,860 |
Company match contributions (in shares) | 1,187 |
Payouts (in shares) | (4,351) |
Units outstanding (in shares) | 434,772 |
Note 4 - Earnings Per Share (De
Note 4 - Earnings Per Share (Details Textual) - $ / shares | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,495,004 | 447,433 |
Antidilutive Weighted Average Share Price Excluded from Computation of Earnings Per Share Amount | $ 42.88 | $ 48.59 |
Note 4 - Earnings Per Share (48
Note 4 - Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Weighted-average common shares - basic (in shares) | 49,958 | 50,188 |
Equivalent shares from share-based compensations plans (in shares) | 1,037 | 1,191 |
Weighted-average common and common equivalent shares - diluted (in shares) | 50,995 | 51,379 |
Note 5 - Comprehensive Income (
Note 5 - Comprehensive Income (Loss) Information (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Feb. 27, 2016 | Feb. 28, 2015 | ||
Net income attributable to H.B. Fuller | $ 18,918 | $ 9,710 | |
Net income including non-controlling interests | 49 | 85 | |
Foreign currency translation adjustment¹ | [1] | $ (945) | $ (33,279) |
Foreign currency translation adjustment¹ | [1] | ||
Foreign currency translation adjustment¹ | [1] | $ (945) | $ (33,279) |
Foreign currency translation adjustment¹ | [1] | (5) | 10 |
Defined benefit pension plans adjustment² | [2] | 3,997 | 2,325 |
Defined benefit pension plans adjustment² | [2] | (1,332) | (798) |
Defined benefit pension plans adjustment² | [2] | 2,665 | 1,527 |
Interest rate swap³ | [3] | 13 | 16 |
Interest rate swap³ | [3] | (3) | (6) |
Interest rate swap³ | [3] | 10 | 10 |
Cash-flow hedges³ | [3] | 403 | (31) |
Cash-flow hedges³ | [3] | (154) | 6 |
Cash-flow hedges³ | [3] | 249 | (25) |
Other comprehensive income (loss) | 3,468 | (30,969) | |
Other comprehensive income (loss) | (1,489) | (798) | |
Other comprehensive income (loss) | 1,979 | (31,767) | |
Other comprehensive income (loss) | (5) | 10 | |
Comprehensive income (loss) | 20,897 | (22,057) | |
Comprehensive income (loss) | $ 44 | $ 95 | |
[1] | Income taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries. | ||
[2] | Loss reclassified from AOCI into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, SG&A and special charges. | ||
[3] | Loss reclassified from AOCI into earnings is reported in other income (expense), net. |
Note 5 - Components of Accumula
Note 5 - Components of Accumulaed Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Feb. 27, 2016 | Nov. 28, 2015 |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Foreign currency translation adjustment | $ (52,542) | $ (51,592) |
Defined benefit pension plans adjustment, net of taxes of $60,593 | (171,735) | (174,400) |
Interest rate swap, net of taxes of $2 | (3) | (13) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (1,068) | (1,317) |
Accumulated other comprehensive income (loss) | (225,348) | (227,322) |
AOCI Attributable to Parent [Member] | ||
Foreign currency translation adjustment | (52,499) | (51,554) |
Defined benefit pension plans adjustment, net of taxes of $60,593 | (171,735) | (174,400) |
Interest rate swap, net of taxes of $2 | (3) | (13) |
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | (1,068) | (1,317) |
Accumulated other comprehensive income (loss) | (225,305) | (227,284) |
AOCI Attributable to Noncontrolling Interest [Member] | ||
Foreign currency translation adjustment | $ (43) | $ (38) |
Defined benefit pension plans adjustment, net of taxes of $60,593 | ||
Interest rate swap, net of taxes of $2 | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | ||
Accumulated other comprehensive income (loss) | $ (43) | $ (38) |
Accumulated other comprehensive income (loss) | $ (225,305) | $ (227,284) |
Note 5 - Components of Accumu51
Note 5 - Components of Accumulaed Other Comprehensive Income (Loss) (Details) (Parentheticals) - USD ($) $ in Thousands | Feb. 27, 2016 | Nov. 28, 2015 |
Taxes on defined benefit pension plans adjustment | $ 60,593 | $ 93,012 |
Tax on interest rate swap | 2 | 5 |
Tax on cash-flow hedges | $ 658 | $ 811 |
Note 6 - Special Charges, Net52
Note 6 - Special Charges, Net (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Business Integration Project [Member] | ||
Other Nonrecurring (Income) Expense | $ 413 | $ 2,361 |
Other Nonrecurring (Income) Expense | $ 413 | $ 2,361 |
Note 6 - Special Charges (Detai
Note 6 - Special Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Business Integration Project [Member] | ||
Acquisition and transformation related costs | $ 105 | $ 472 |
Workforce reduction costs | (1) | |
Workforce reduction costs | 56 | |
Facility exit costs | 273 | 1,529 |
Other related costs | 36 | 304 |
Special charges, net | 413 | 2,361 |
Special charges, net | $ 413 | $ 2,361 |
Note 7 - Components of Net Pe54
Note 7 - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
United States Pension Plan of US Entity [Member] | ||
Service cost | $ 27 | $ 27 |
Interest cost | 3,767 | 4,081 |
Expected return on assets | (6,077) | (6,420) |
Prior service cost | 7 | 7 |
Actuarial loss (gain) | 1,293 | 1,407 |
Net periodic (benefit) cost | (983) | (898) |
Foreign Pension Plan [Member] | ||
Service cost | 480 | 507 |
Interest cost | 1,367 | 1,516 |
Expected return on assets | (2,482) | (2,667) |
Prior service cost | (1) | (1) |
Actuarial loss (gain) | 752 | 831 |
Net periodic (benefit) cost | 116 | 186 |
Other Postretirement Benefit Plan [Member] | ||
Service cost | 84 | 112 |
Interest cost | 480 | 510 |
Expected return on assets | (1,342) | (1,377) |
Prior service cost | (10) | (626) |
Actuarial loss (gain) | 532 | 608 |
Net periodic (benefit) cost | $ (256) | $ (773) |
Note 8 - Inventories (Details)
Note 8 - Inventories (Details) - USD ($) $ in Thousands | Feb. 27, 2016 | Nov. 28, 2015 |
Raw materials | $ 128,305 | $ 121,545 |
Finished goods | 151,569 | 142,195 |
LIFO reserve | (15,037) | (15,236) |
Total inventories | $ 264,837 | $ 248,504 |
Note 9 - Financial Instrument56
Note 9 - Financial Instruments (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Feb. 27, 2016 | Nov. 28, 2015 | Oct. 07, 2015 | |
Cross Currency Interest Rate Contract [Member] | |||
Derivative, Notional Amount | $ 134,736 | $ 134,736 | |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 1,741 | ||
Gain (Loss) on Foreign Currency Cash Flow Hedge Ineffectiveness | (31) | ||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | 1,068 | ||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 603 | ||
Interest Rate Swap [Member] | |||
Derivative, Amount of Hedged Item | 75,000 | ||
Interest Rate Fair Value Hedge Liability at Fair Value | 3,328 | ||
Interest Rate Fair Value Hedge Asset at Fair Value | 3,510 | ||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | 143 | $ 59 | |
Forward Contracts [Member] | |||
Gain (Loss) on Foreign Currency Derivatives Recorded in Earnings, Net | 1,384 | ||
Foreign Currency Cash Flow Hedge Asset at Fair Value | 1,741 | 5,384 | |
Interest Rate Fair Value Hedge Asset at Fair Value | $ 3,510 | $ 3,395 |
Note 9 - Swaps Outstanding (Det
Note 9 - Swaps Outstanding (Details) $ in Thousands | 3 Months Ended |
Feb. 27, 2016USD ($) | |
Cross Currency Interest Rate Contract [Member] | Currency Swap 1 [Member] | |
Fiscal Year of Expiration | 2,017 |
Interest rate minimum | 3.05% |
Derivative, Notional Amount | $ 44,912 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 767 |
Interest rate maximum | 3.9145% |
Cross Currency Interest Rate Contract [Member] | Currency Swap 2 [Member] | |
Fiscal Year of Expiration | 2,018 |
Interest rate minimum | 3.45% |
Derivative, Notional Amount | $ 44,912 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 568 |
Interest rate maximum | 4.5374% |
Cross Currency Interest Rate Contract [Member] | Currency Swap 3 [Member] | |
Fiscal Year of Expiration | 2,019 |
Interest rate minimum | 3.80% |
Derivative, Notional Amount | $ 44,912 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 406 |
Interest rate maximum | 5.053% |
Cross Currency Interest Rate Contract [Member] | |
Derivative, Notional Amount | $ 134,736 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 1,741 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 1,741 |
Note 10 - Asbestos Related Laws
Note 10 - Asbestos Related Lawsuits and Claims (Details) - Asbestos Related Lawsuits And Claims [Member] $ in Thousands | 3 Months Ended | 36 Months Ended | |
Feb. 27, 2016USD ($) | Feb. 28, 2015USD ($) | Nov. 28, 2015USD ($) | |
Lawsuits and claims settled | 2 | 1 | 25 |
Settlement amounts | $ 75 | $ 50 | $ 2,072 |
Insurance payments received or expected to be received | $ 56 | $ 37 | $ 1,648 |
Note 11 - Operating Segments (D
Note 11 - Operating Segments (Details Textual) | 3 Months Ended | 12 Months Ended |
Feb. 27, 2016 | Nov. 28, 2015 | |
Number of Reportable Segments | 5 | 4 |
Note 11 - Reportable Operating
Note 11 - Reportable Operating Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Operating Segments [Member] | Americas Adhesives [Member] | ||
Trade Revenue | $ 183,319 | $ 194,073 |
Segment operating income | 26,259 | 21,677 |
Operating Segments [Member] | EIMEA [Member] | ||
Trade Revenue | 124,291 | 134,115 |
Segment operating income | 6,163 | 685 |
Operating Segments [Member] | Asia Pacific [Member] | ||
Trade Revenue | 53,860 | 55,343 |
Segment operating income | 3,753 | 3,145 |
Operating Segments [Member] | Construction Products [Member] | ||
Trade Revenue | 60,074 | 58,456 |
Segment operating income | 785 | 1,014 |
Operating Segments [Member] | Engineering Adhesives [Member] | ||
Trade Revenue | 52,782 | 28,674 |
Segment operating income | 878 | (5,148) |
Operating Segments [Member] | ||
Trade Revenue | 474,326 | 470,661 |
Segment operating income | 37,838 | 21,373 |
Intersegment Eliminations [Member] | Americas Adhesives [Member] | ||
Trade Revenue | 3,630 | 5,383 |
Intersegment Eliminations [Member] | EIMEA [Member] | ||
Trade Revenue | 5,271 | 4,551 |
Intersegment Eliminations [Member] | Asia Pacific [Member] | ||
Trade Revenue | 951 | 3,466 |
Intersegment Eliminations [Member] | Construction Products [Member] | ||
Trade Revenue | 104 | 176 |
Trade Revenue | 474,326 | 470,661 |
Segment operating income | $ 37,838 | $ 21,373 |
Note 11 - Reconciliation of Seg
Note 11 - Reconciliation of Segment Operating Income to Income from Continuing Operations Before Income Taxes and Income from Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Segment operating income | $ 37,838 | $ 21,373 |
Special charges, net | (413) | (2,361) |
Other income (expense), net | (5,082) | 363 |
Interest expense | (6,308) | (6,102) |
Income before income taxes and income from equity method investments | $ 26,035 | $ 13,273 |
Note 11 - Assets By Segment (De
Note 11 - Assets By Segment (Details) $ in Thousands | Nov. 28, 2015USD ($) |
Americas Adhesives [Member] | Operating Segments [Member] | |
Assets | $ 436,526 |
EIMEA [Member] | Operating Segments [Member] | |
Assets | 628,780 |
Asia Pacific [Member] | Operating Segments [Member] | |
Assets | 213,025 |
Construction Products [Member] | Operating Segments [Member] | |
Assets | 218,897 |
Engineering Adhesives [Member] | Operating Segments [Member] | |
Assets | 387,206 |
Corporate, Non-Segment [Member] | |
Assets | 157,818 |
Assets | $ 2,042,252 |
Note 12 - Income Taxes (Details
Note 12 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Nov. 28, 2015 | |
Unrecognized Tax Benefits | $ 5,124 | $ 4,870 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 667 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 254 |
Note 13 - Goodwill and Other 64
Note 13 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Feb. 27, 2016 | Feb. 28, 2015 | |
Amortization of Intangible Assets | $ 6,698 | $ 6,148 |
Indefinite Lived Trademarks and Trade Names | $ 462 |
Note 13 - Goodwill By Segment (
Note 13 - Goodwill By Segment (Details) $ in Thousands | 3 Months Ended |
Feb. 27, 2016USD ($) | |
Americas Adhesives [Member] | |
Goodwill | $ 59,706 |
Acquisition adjustment | |
Currency impact | $ (44) |
Goodwill | 59,662 |
EIMEA [Member] | |
Goodwill | $ 100,638 |
Acquisition adjustment | |
Currency impact | $ 2,154 |
Goodwill | 102,792 |
Asia Pacific [Member] | |
Goodwill | $ 17,329 |
Acquisition adjustment | |
Currency impact | $ 143 |
Goodwill | 17,472 |
Construction Products [Member] | |
Goodwill | $ 22,668 |
Acquisition adjustment | |
Currency impact | $ 35 |
Goodwill | 22,703 |
Engineering Adhesives [Member] | |
Goodwill | 153,863 |
Acquisition adjustment | 700 |
Currency impact | (2,291) |
Goodwill | 152,272 |
Goodwill | 354,204 |
Acquisition adjustment | 700 |
Currency impact | (3) |
Goodwill | $ 354,901 |
Note 13 - Amortizable Intangibl
Note 13 - Amortizable Intangible Assets (Details) $ in Thousands | Feb. 27, 2016USD ($) |
Purchased Technology And Patents [Member] | |
Original cost | $ 69,813 |
Accumulated amortization | (19,618) |
Net identifiable intangibles | 50,195 |
Customer Relationships [Member] | |
Original cost | 235,067 |
Accumulated amortization | (102,928) |
Net identifiable intangibles | 132,139 |
Other Intangible Assets [Member] | |
Original cost | 49,578 |
Accumulated amortization | (25,971) |
Net identifiable intangibles | 23,607 |
Original cost | 354,458 |
Accumulated amortization | (148,517) |
Net identifiable intangibles | $ 205,941 |
Note 13 - Estimated Aggregate A
Note 13 - Estimated Aggregate Amortization Expense (Details) $ in Thousands | Feb. 27, 2016USD ($) |
2,016 | $ 18,721 |
2,017 | 25,057 |
2,018 | 24,664 |
2,019 | 22,740 |
2,020 | 21,769 |
Thereafter | $ 92,990 |
Note 14 - Fair Value Measurem68
Note 14 - Fair Value Measurements (Details Textual) - Tonsan Adhesive [Member] $ in Thousands | 3 Months Ended |
Feb. 27, 2016USD ($) | |
Portion at Fair Value Measurement [Member] | |
Business Combination, Contingent Consideration, Liability | $ 11,644 |
Selling, General and Administrative Expenses [Member] | |
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 487 |
Note 14 - Fair Value Measurem69
Note 14 - Fair Value Measurements (Details) - USD ($) $ in Thousands | Feb. 27, 2016 | Nov. 28, 2015 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities | $ 3,620 | $ 1,698 |
Derivative assets | ||
Interest Rate Fair Value Hedge Asset at Fair Value | ||
Foreign Currency Cash Flow Hedge Asset at Fair Value | ||
Liabilities: | ||
Derivative liabilities | ||
Contingent consideration liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Assets: | ||
Marketable securities | ||
Derivative assets | $ 3,527 | $ 15,185 |
Interest Rate Fair Value Hedge Asset at Fair Value | 3,510 | 3,395 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 1,741 | 5,384 |
Liabilities: | ||
Derivative liabilities | $ 2,143 | $ 4,744 |
Contingent consideration liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Assets: | ||
Marketable securities | ||
Derivative assets | ||
Interest Rate Fair Value Hedge Asset at Fair Value | ||
Foreign Currency Cash Flow Hedge Asset at Fair Value | ||
Liabilities: | ||
Derivative liabilities | ||
Contingent consideration liability | $ 11,794 | $ 10,854 |
Marketable securities | 3,620 | 1,698 |
Derivative assets | 3,527 | 15,185 |
Interest Rate Fair Value Hedge Asset at Fair Value | 3,510 | 3,395 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 1,741 | 5,384 |
Derivative liabilities | 2,143 | 4,744 |
Contingent consideration liability | $ 11,794 | $ 10,854 |
Note 14 - Schedule of Contingen
Note 14 - Schedule of Contingent Consideration Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 3 Months Ended |
Feb. 27, 2016USD ($) | |
Level 3 balance beginning of period | $ 10,854 |
Opening balance sheet adjustment | 700 |
Mark to market adjustment | 487 |
Foreign currency translation adjustment | (247) |
Level 3 balance end of period | $ 11,794 |
Note 15 - Share Repurchase Pr71
Note 15 - Share Repurchase Program (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 27, 2016 | Feb. 28, 2015 | Nov. 28, 2015 | Sep. 30, 2010 | |
2010 Share Repurchase Program [Member] | ||||
Stock Repurchased During Period, Value | $ 4,210,000 | $ 0 | ||
Decreased Value of Common Stock Shares Repurchased | 125,000 | 0 | ||
Decreased Value of Additional Paid in Capital for Shares Repurchased | 4,085,000 | $ 0 | ||
Stock Repurchase Program, Authorized Amount | $ 100,000,000 | |||
Stock Repurchased During Period, Value | $ 6,518,000 | $ 19,290,000 |
Note 16 - Redeemable Non-Cont72
Note 16 - Redeemable Non-Controlling Interest (Details Textual) € in Millions | 3 Months Ended |
Feb. 27, 2016EUR (€) | |
Noncontrolling Interest, Increase in Ownership Percentage Per Year | 1.00% |
Noncontrolling Interest, Number of Years Ownership can Be Increased | 5 years |
Noncontrolling Interest, Maximum Ownership Percentage by Noncontrolling Shareholder | 13.00% |
Redeemable Noncontrolling Interest, Equity, Minimum Redemption Value | € 3.5 |
Redeemable Noncontrolling Interest, Equity, Redemption Value | € 3.5 |
Note 16 - Redeemable Non-Cont73
Note 16 - Redeemable Non-Controlling Interests (Details) $ in Thousands | 3 Months Ended |
Feb. 27, 2016USD ($) | |
Balance at beginning of period | $ 4,199 |
Net income (loss) attributed to redeemable non-controlling interest | 41 |
Foreign currency translation adjustment | 136 |
Balance at end of period | $ 4,376 |
Note 17 - Subsequent Event (Det
Note 17 - Subsequent Event (Details Textual) - Apr. 04, 2016 AUD in Millions, $ in Millions | AUD | USD ($) |
Subsequent Event [Member] | Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | ||
Business Combination, Purchase Agreement Amount | AUD 12 | $ 9 |