UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED FEBRUARY 28, 1998
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ..................to.....................
Commission File No. 0-3488
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
MINNESOTA 41-0268370
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1200 WILLOW LAKE BOULEVARD, VADNAIS HEIGHTS, MINNESOTA 55110
(Address of principal executive offices) (Zip Code)
(612) 236-5900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $1.00 per share
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, was 13,899,621 as of March 31, 1998.
-1-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statements of Earnings
(Unaudited)
(In Thousands Except Per Share Amounts)
Thirteen Weeks Ended
---------------------------------
February 28, March 1, %
1998 1997 Change
--------------- --------------- -----------
Net sales $ 310,656 $ 304,091 2.2%
Cost of sales (213,022) (209,363) 1.7%
--------------- ---------------
Gross profit 97,634 94,728 3.1%
Selling, administrative and other expenses (82,197) (79,395) 3.5%
--------------- ---------------
Operating earnings 15,437 15,333 0.7%
Interest expense (5,209) (4,980) 4.6%
Other income (expense), net (829) (480) 72.7%
--------------- ---------------
Earnings before income taxes and minority interests 9,399 9,873 (4.8)%
Income taxes (3,835) (4,028) (4.8)%
Net earnings of consolidated subsidiaries
applicable to minority interests 80 (24) *
Earnings from equity investments 310 - *
--------------- ---------------
Net earnings 5,954 5,821 2.3%
Dividends on preferred stock (4) (4)
--------------- ---------------
Net earnings applicable to common stock $5,950 $5,817 2.3%
=============== ===============
Average number of common and common
equivalent shares outstanding:
Basic 13,675 13,940 (1.9)%
=============== ===============
Diluted 13,812 14,080 (1.9)%
=============== ===============
Net earnings per common share:
Basic $0.44 $0.42 4.8%
=============== ===============
Diluted $0.43 $0.41 4.9%
=============== ===============
Cash dividend per common share $0.185 $0.165 12.1%
=============== ===============
* Change of 100% or more.
-2-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Balance Sheets
(In Thousands)
(Unaudited)
February 28, November 29,
1998 1997
----------------- -----------------
ASSETS
Current assets:
Cash and cash equivalents $3,546 $2,710
Trade receivables 209,330 211,469
Allowance for doubtful accounts (5,731) (5,879)
Inventories 168,610 150,685
Other current assets 53,096 50,171
----------------- -----------------
Total current assets 428,851 409,156
Property, plant and equipment, net of
accumulated depreciation of $314,892
in 1998 and $299,356 in 1997 407,906 398,561
Deposits and miscellaneous assets 64,387 62,196
Other intangibles 19,126 13,830
Excess cost 46,485 33,903
----------------- -----------------
Total assets $966,755 $917,646
================= =================
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Notes payable $71,542 $39,675
Current installments of long-term debt 3,732 2,551
Accounts payable 118,788 121,883
Accrued expenses 52,612 68,952
Income taxes payable 3,396 4,488
----------------- -----------------
Total current liabilities 250,070 237,549
Long-term debt,
excluding current installments 264,720 229,996
Accrued pension cost 77,433 76,694
Deferred income taxes and other liabilities 18,867 18,477
Minority interest 15,561 15,816
Stockholders' equity:
Preferred stock 306 306
Common stock 13,886 13,841
Additional paid-in capital 27,466 25,009
Retained earnings 308,364 304,975
Foreign currency translation adjustment (2,383) 366
Unearned compensation (7,535) (5,383)
----------------- -----------------
Total stockholders' equity 340,104 339,114
----------------- -----------------
Total liabilities and
stockholders' equity $966,755 $917,646
================= =================
See accompanying Notes to Consolidated Condensed Financial Statements.
-3-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Consolidated Condensed Statement of Cash Flows
(Unaudited)
(In Thousands)
Thirteen Weeks Ended
--------------------------------------
February 28, March 1,
1998 1997
----------------- -----------------
Cash flows from operating activities:
Net earnings $ 5,954 $ 5,821
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation and amortization 11,070 11,203
Pension costs 2,238 2,764
Deferred income tax 2,997 (624)
Other items (4,468) (1,473)
Change in current assets and liabilities:
Accounts receivable 5,202 (685)
Inventory (12,198) (3,067)
Prepaid assets (4,612) (5,101)
Accounts payable (7,459) (4,825)
Accrued expense (12,295) (4,330)
Income taxes payable (1,841) 1,420
----------------- -----------------
Net cash (used)provided by operating activities (15,412) 1,103
Cash flows from investing activities:
Purchased property, plant and equipment (12,922) (12,395)
Purchased business, net of cash acquired (35,139) -
----------------- -----------------
Net cash used in investing activities (48,061) (12,395)
Cash flows from financing activities:
Increase in long-term debt 50,338 16,977
Current installments and payments of long-term debt (14,861) (4,715)
Notes payable 32,883 1,722
Dividends paid (2,564) (2,328)
Other (1,417) (916)
----------------- -----------------
Net cash provided by financing activities 64,379 10,740
Effect of exchange rate changes on cash (70) (116)
----------------- -----------------
Net change in cash and cash equivalents 836 (668)
Cash and cash equivalents at beginning of year 2,710 3,515
----------------- -----------------
Cash and cash equivalents at end of period $ 3,546 $ 2,847
================= =================
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest expense (net of amount capitalized) $ 9,218 $ 7,689
Income taxes $ 2,730 $ 3,182
For purposes of this statement, the Company considers all highly liquid debt
instruments purchased with a maturity of three months or less to be cash
equivalents.
-4-
H.B. FULLER COMPANY AND CONSOLIDATED SUBSIDIARIES
Notes to Consolidated Condensed Financial Statements
(Amounts in Thousands)
(Unaudited)
1. In the opinion of the Company, the accompanying unaudited Consolidated
Condensed Financial Statements include all adjustments necessary to
present fairly the financial position as of February 28, 1998 and
November 29, 1997, the results of its operations for the thirteen
weeks ended February 28, 1998 and March 1, 1997 and its cash flows for
the thirteen weeks ended February 28, 1998 and March 1, 1997. All
adjustments were of a normal recurring nature.
2. The results of operations for the thirteen week period ended February
28, 1998 are not necessarily indicative of the results to be expected
for the full year.
3. The composition of inventories is presented below:
FEBRUARY 28, 1998 NOVEMBER 29, 1997
------------------ ------------------
Raw materials $ 75,214 $ 71,234
Finished goods 104,636 90,634
LIFO reserve (11,240) (11,183)
-------- --------
$168,610 $150,685
======== ========
4. In February 1997, the Financial Accounting Standards Board issued
Statement No. 128, "Earnings Per Share" (SFAS No. 128). SFAS No. 128
is effective for financial statements for periods ending after
December 15, 1997. Under SFAS No. 128, the previous presentation of
earnings per share is replaced with dual presentation of basic
earnings per share and diluted earnings per share. Basic earnings per
share includes no dilution and is computed by dividing net earnings
available to common shareholders by the weighted average number of
common shares outstanding for the period. Diluted earnings per share
reflects the potential dilution of stock options and restricted stock
grants that could share in the earnings. The Company adopted SFAS No.
128 for the quarter ended February 28, 1998 and has restated last year
net earnings per share data presented to conform to the provisions of
this statement. The difference between basic and diluted earnings per
share data as presented is due to the dilutive impact of stock options
and restricted stock grants whose exercise price or grant price was
below the average common stock price for the respective period
presented.
5. The Company enters into foreign exchange forward contracts as a hedge
against firm commitment foreign currency intercompany accounts
receivable/payable/debt. Market value gains and losses are recognized,
and the resulting credit or debit offsets foreign exchange gains or
losses on those receivables/payables/debt. At February 28, 1998, the
aggregate contract value of instruments used to sell 4,521 pound
sterling, 5,400 deutsche marks, 2,975 French francs, and $4,262 to buy
foreign currency (primarily 27,740 Dutch guilders) was $13,800. The
contracts mature between May 27, 1998 and November 20, 2000.
-5-
6. The carrying amounts and estimated fair values of the Company's
significant other financial instruments at February 28, 1998, are as
follows:
CARRYING FAIR
AMOUNT VALUE
-------- --------
Cash and short-term investments $ 3,546 $ 3,546
Notes payable 71,542 71,542
Long-term debt 268,452 278,245
Fair values of short-term financial instruments approximate their
carrying values due to their short maturity.
The fair value of long-term debt is based on quoted market prices for
the same or similar issues or on the current rates offered to the
Company for debt of similar maturities. The estimates presented above
on long-term financial instruments are not necessarily indicative of
the amounts that would be realized in a current market exchange.
-6-
ITEM 2.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
- ---------------------------------------
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
- ---------------------------------------------
(Dollars in Thousands)
The following discussion includes comments and data relating to the Company's
financial condition and results of operations during the periods included in the
accompanying Consolidated Condensed Financial Statements.
Results of Operations
- ---------------------
Net sales for the first quarter of 1998 increased $6,565 or 2.2% when compared
to the same quarter in 1997.
A comparison of sales increases by operating area is as follows:
THIRTEEN WEEKS ENDED
FEBRUARY 28, 1998 AND
OPERATING AREA MARCH 1, 1997
-------------- -------------
North America $ 8,851 5%
Latin America 1,699 3%
Europe (3,982) (6%)
Asia/Pacific (3) --
-------
Total $ 6,565 2%
=======
In North America, the 5% first quarter sales increase was composed of 4
percentage points relating to increased volume and changes in product mix, 2
percentage points resulting from a second quarter 1997 joint venture, and a
negative one percentage point from pricing and currency. The Adhesives,
Sealants and Coatings Group had a one percentage point decrease in sales, which
was primarily the result of negative pricing and currency. Bad weather on the
east and west coasts of the United States and in Canada contributed to the flat
sales volume for first quarter 1998 compared to 1997. Additionally, sales
incentives in the fourth quarter of 1997 had some impact on first quarter 1998
sales as did slower demand in some market segments, primarily in the
paper/converting market. In the Specialty Group, sales increased 10%. The
primary growth in sales occurred in Industrial Coatings Division where
significant growth occurred and in Foster Products where sales were up
substantially partially due to a weak 1997 first quarter to compare against. The
Automotive Group increased sales 30% for the quarter. However, 20 percentage
points of the increase came from the sales contribution of the joint venture
partner EMS-Chemie. Volume increases of 12 percentage points were partially
offset by 2 percentage points lower unit pricing during the quarter. North
American operating earnings grew at a rate of 24.6% increasing from $8,368 to
$10,428. The fiscal 1998 first quarter includes a $2,328 favorable earnings
impact compared to the same period last year, due to refinements in inventory
accounting in North America. With the design of new information systems, the
company has refined its inventory accounting method to spread fixed
manufacturing costs evenly over total annual production. While this refinement
has no affect on annual earnings comparisons, there is a quarterly impact due to
differences in production volume. The first quarter has the largest impact
because of the seasonally low production volume in the quarter.
-7-
Latin American first quarter 1998 sales increased 3% from 1997. The increase in
sales is composed of 5 percentage points relating to increased volume and
changes in product mix partially offset by a 2 percentage point decrease in
pricing. Latin American operating earnings decreased 15% when compared to 1997,
from $5,064 to $4,306. Operating earnings were below prior year due to bad
weather in the region, pricing pressures, and slower economies in several
countries, mainly Brazil and Argentina, two major markets.
In Europe, the 6% first quarter 1998 sales decrease was composed of 8 percentage
points resulting from unfavorable foreign currency translations due to the
strengthening of the U.S. dollar, a negative 3 percentage points due to pricing
and a positive 5 percentage points due to increased volume and changes in
product mix. Operating earnings decreased from $2,049 in first quarter 1997 to
$1,348 in 1998. Lower operating expenses during the quarter were not enough to
offset the lower gross margins caused by the negative impact of raw material
shortages, primarily for products sold to the nonwoven market, and competitive
pricing pressures.
Asia/Pacific sales approximated the sales of the same period last year. The
strengthening of the U.S. dollar, compared to local currencies, caused a 15
percentage point decrease. Local currency sales increased 9 percentage points
due to increased volume and changes in product mix and 6 percentage points as a
result of a fourth quarter 1997 acquisition. Operating results decreased from
($148) in 1997 to ($645) in 1998, primarily due to negative economic conditions
in the region, caused by the continuing currency crisis.
Cost of sales for the first quarter increased 1.7% ($3,659) over the same
quarter in 1997. Consolidated gross margins, as a percent of sales, increased
from 31.15% in 1997 to 31.43% in 1998. Gross margins were positively impacted by
the $2,328 North American refinement in inventory reporting. Overall, raw
materials costs were stable when compared to first quarter 1997. However, some
of our formulas are based on Styrene, Isoprene, Styrene or SIS block co-
polymers. Currently there is a shortage of SIS in the marketplace, which is
expected to impact the Company the balance of the year. Strong demand and tight
supply of Isoprene monomer, the feedstock for SIS, has caused the shortage. As a
result prices are increasing in all geographic areas. Price increases to our
customers are also being implemented where appropriate. Automotive gross margins
as a percent of sales decreased as a result of the second quarter 1997 joint
venture and due to pricing pressures within the industry. Our management
continues in the process of rationalizing and merging the operations of the two
automotive companies.
Selling, administrative, and other expenses for the quarter were up 3.5%
($2,802) when compared to the prior year. This category of expense, as a
percent of sales, increased from 26.11% in 1997 to 26.46% in 1998. Low volume
sales growth in the quarter was the reason for the increase in this category of
expense, as a percent of sales.
Interest expense of $5,209 increased $229 from the expense of the first quarter
of 1997. This was mainly the result of higher overall debt levels to fund
acquisitions, repurchase Company stock and for funding of benefit plans.
Income taxes for the first quarter of 1998 decreased $193 (4.8%) when compared
to the first quarter of 1997 as a result of decreased earnings. The first
quarter of 1998 reflects the 40.8% annual effective tax rate of 1997.
Net earnings increased from $5,821 in the first quarter of 1997 to $5,954 in
the first quarter of 1998. Basic earnings per share increased from $0.42 to
$0.44.
-8-
LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------
The cash flows as presented in this section have been calculated by comparison
of the Consolidated Condensed Balance Sheets at February 28, 1998 and November
29, 1997 and March 1, 1997 and November 30, 1996.
During the first quarter of 1998, the Company used $15,412 of cash to finance
operations as compared to generating $1,103 of cash in the first quarter of
1997. Compared to last year, operating working capital increased as a result of
increased inventory and reduced accrued expense, primarily due to profit-sharing
paid in first quarter 1998.
Working capital was $178,781 at February 28, 1998 compared to $171,607 at
November 29, 1997. The current ratio at February 28, 1998 was 1.7, equal to the
ratio at November 29, 1997. The number of days sales in trade accounts
receivable was 59 days at February 28, 1998 compared to 56 days sales at March
1, 1997. The average days sales in inventory on hand was at 63 days compared to
62 days sales at March 1, 1997. The primary reason for the reduction in accrued
expenses is the payment of year-end 1997 salary accruals in the first quarter of
1998.
The Company's long-term debt to total capitalization ratio was 43.8% at February
28, 1998 compared to 40.4% at November 29, 1997. The primary reason for the
increase in this ratio was the funding of a European first quarter acquisition.
Capital expenditures for property, plant and equipment of $12,922 in first
quarter 1998 were primarily for continued construction of a manufacturing
facility in Georgia, the investment in Information Technology, for general
improvements in manufacturing productivity and operating efficiency and for
environmental projects. Environmental capital expenditures, less than 10% of
total expenditures, are not a material portion of overall Company expenditures.
SAFE HARBOR FOR FORWARD-LOOKING STATEMENTS
Certain statements in this document are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to various risks and uncertainties, including but not
limited to the following: the Asian economic crisis and other political and
economic conditions; product demand and industry capacity; competitive products
and pricing; manufacturing efficiencies; new product development; product mix;
availability and price of raw materials and critical manufacturing equipment;
new plant startups; accounts receivable collection; the Company's relationships
with its major customers and suppliers; changes in tax laws and tariffs; patent
rights that could provide significant advantage to a competitor; foreign
exchange rate fluctuations (particularly with respect to the German mark and the
Japanese yen); the regulatory and trade environment; the year 2000 computer
issue; and other risks as indicated from time to time in the Company's filings
with the Securities and Exchange Commission. All forward-looking information
represents management's best judgment as of this date based on information
currently available that in the future may prove to have been inaccurate.
-9-
PART II. OTHER INFORMATION
ITEM 6.
EXHIBITS AND REPORTS ON FORM 8-K
- --------------------------------
(a) Exhibits to Part I
27 Financial Data Schedule
99(a) Report on Form 11-K of H.B. Fuller Company Thrift Plan
99(b) Report on Form 11-K of EFTEC Savings Plan
(b) Reports on Form 8-K. No reports on Form 8-K were filed for the thirteen
weeks ended February 28, 1998.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
H. B. FULLER COMPANY
Dated: April 13, 1998 /S/ Jorge Walter Bolanos
------------------------
Jorge Walter Bolanos
Senior Vice President,
Treasurer and
Chief Financial Officer
Dated: April 13, 1998 /S/ David J. Maki
-----------------------
David J. Maki
Vice President
and Controller
-10-
EXHIBIT INDEX
EXHIBIT NUMBER
27 Financial Data Schedule
99(a) Report on Form 11-K of H.B. Fuller Company Thrift Plan
99(b) Report on Form 11-K of EFTEC Savings Plan