Exhibit 99.1

 

Worldwide Headquarters 1200 Willow Lake Boulevard St. Paul, Minnesota 55110-5101				Maximillian Marcy Investor Relations Contact 651-236-5062
NEWS		For Immediate Release		September 25, 2013

H.B. Fuller Reports Third Quarter 2013 Results

Third Quarter Adjusted Diluted EPS $0.74¹;

Third Quarter Diluted EPS From Continuing Operations $0.53

ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for the third quarter that ended August 31, 2013.

Third Quarter 2013 Highlights Included:

 

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Adjusted Gross Profit margin1 improved 150 basis points versus the prior year;

 

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Selling, General and Administrative (SG&A) expense down 3 percent versus the prior quarter or 50 basis points as a percentage of net revenue;

 

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Adjusted EBITDA margin1 up 200 basis points versus prior year’s result and 60 basis points versus prior quarter;

 

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EIMEA region EBITDA margin2 10.6 percent versus 6.4 percent in last year’s third quarter and on track to achieve 12 percent EBITDA margin target in fourth quarter of this year;

 

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Adjusted operating income3 increased 28 percent versus last year’s adjusted result1;

 

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Adjusted diluted EPS from continuing operations of $0.741 up 40 percent versus last year.

Third Quarter 2013 Results:

Net income from continuing operations for the third quarter of 2013 was $27.2 million, or $0.53 per diluted share, versus net income from continuing operations of $24.6 million, or $0.48 per diluted share, in last year’s third quarter. Adjusted diluted earnings per share in the third quarter of 2013 were $0.74¹, up 40 percent from the prior year’s adjusted result of $0.53¹.

Net revenue for the third quarter of 2013 was $514.6 million, up 2.8 percent versus the third quarter of 2012. Higher volume, higher average selling prices and positive foreign currency translation positively impacted net revenue growth by 1.4, 0.1 and 1.3 percentage points, respectively. Organic revenue grew by 1.5 percent year-over-year.

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“Our third quarter results showed strong progress toward our 2015 strategic goals,” said Jim Owens, H.B. Fuller president and chief executive officer. “We got our revenue growth moving in the right direction and managed our margins and discretionary spending to deliver our commitments for operating profit growth. At the same time we successfully completed major milestones in our European business integration project, keeping us on track to fully deliver the planned financial and strategic benefits from this investment. We have momentum for a strong fourth quarter and to complete another successful, transformational year as part of our current five year plan.”

Adjusted Gross profit margin¹ was up approximately 150 basis points compared to the prior year’s result reflecting solid operational improvement as a result of the ongoing business integration project and a generally favorable raw material cost environment. Selling, General and Administrative (SG&A) expense was down by over 3 percent, or 50 basis points as a percentage of net revenue versus the prior quarter and also down by 1 percent, or 70 basis points as a percentage of net revenue versus the prior year as the Company actively reduced discretionary spending.

Balance Sheet and Cash Flow:

At the end of the third quarter of 2013, the Company had cash totaling $160 million and total debt of $493 million. This compares to second quarter 2013 levels of $161 million and $496 million, respectively. Sequentially, net debt was down by approximately $2 million. Capital expenditures were $35 million in the third quarter and $83 million for the year-to-date, with the bulk of this spending related to the Company’s ongoing business integration activities. Operating cash flow in the third quarter was $48 million.

Year-To-Date:

Net income from continuing operations for the first nine months of 2013 was $74.0 million, or $1.44 per diluted share, versus net income from continuing operations of $43.3 million, or $0.85 per diluted share, in the first nine months of 2012. Adjusted total diluted earnings per share in the first nine months of 2013 were $1.90¹, up 22 percent from the prior year’s first nine months adjusted result of $1.56¹.

Net revenue for the first nine months of 2013 was $1,513.4 million, up 10.2 percent versus the first nine months of 2012. Higher volume, higher average selling prices, positive foreign currency translation and acquisitions positively impacted net revenue growth by 0.5, 0.4, 0.5 and 8.8 percentage points, respectively. Organic revenue grew by 0.9 percent year-over-year.

 

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Business Integration and Special Charges

The Company has implemented a comprehensive business integration program to deliver synergies related to the acquisition of the Forbo adhesives business and to improve the performance of the EIMEA operating segment. The table below provides an estimate of the expected one-time costs of executing this multi-year project. In addition, the table lists, for each cost element, the costs incurred in the current quarter, for the fiscal year to date and since the project’s inception in the fourth quarter of 2011.

 

		Expected Costs				Costs Incurred
						Q3 2013				YTD 2013				Inception
Cost Elements		($ millions)				($ millions)				($ millions)				($ millions)
Acquisition and transformation			35				2				6				32
Workforce reduction			53				3				7				35
Facility exit			17				4				7				8
Other			10				3				6				8
Total cash costs			115				12				26				83
Total non-cash costs			8				1				3				6

The estimate of cash costs for the project have remained unchanged from the inception of the project. The estimate of non-cash costs has increased from $6 million to $8 million, reflecting an updated view of the expected fixed asset write-downs associated with the project.

Fiscal 2013 Outlook:

The Company has narrowed earnings guidance for the 2013 fiscal year to a range of $2.60 to $2.65 per diluted share. Earnings for the fourth quarter are expected to be in a range of $0.70 to $0.75 per share. Guidance is based on adjusted earnings per share, which exclude all special charges related to the business integration project which is ongoing.

The table below shows each of the elements of the Company’s 2013 guidance. All amounts shown are presented on the basis described above.

 

		Expected Full-Year
Earnings per Diluted Share		$2.60 to $2.65
Core Tax Rate		30%
Capex ( $ millions)		$110
EBITDA ($ millions)		$255-$260

 

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Conference Call:

The Company will host an investor conference call to discuss third quarter 2013 results on Thursday, September 26, 2013, at 9:30 a.m. Central U.S. time (10:30 a.m. Eastern U.S. time). The conference call audio and accompanying presentation slides will be available to all interested parties via a simultaneous webcast at www.hbfuller.com under the Investor Relations section. The event is scheduled to last one hour. For those unable to listen live, an audio replay of the event along with the accompanying presentation will be archived on the Company’s website.

Regulation G:

The information presented in this earnings release regarding regional operating income, regional operating margin, adjusted diluted earnings per share from continuing operations and earnings before interest, taxes, depreciation, and amortization (EBITDA) does not conform to generally accepted accounting principles (GAAP) and should not be construed as an alternative to the reported results determined in accordance with GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported GAAP results in the tables below.

About H.B. Fuller Company:

For over 125 years, H.B. Fuller has been a leading global adhesives provider focusing on perfecting adhesives, sealants and other specialty chemical products to improve products and lives. Recognized for unmatched technical support and innovation, H.B. Fuller brings knowledge and expertise to help its customers find precisely the right formulation for the right performance. With fiscal 2012 net revenue of $1.9 billion, H.B. Fuller serves customers in packaging, hygiene, general assembly, paper converting, woodworking, construction, automotive and consumer businesses. For more information, visit us at www.hbfuller.com and subscribe to our blog.

Safe Harbor for Forward-Looking Statements:

Certain statements in this document may be considered 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 Company’s ability to effectively integrate and operate acquired businesses; political and economic conditions; product demand; competitive products and pricing; costs of and savings from restructuring initiatives; geographic and product mix; availability and price of raw materials; the Company’s relationships with its major customers and suppliers; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and environmental matters; the effect of new accounting pronouncements and accounting charges and credits; and similar matters. Further information about the various risks and uncertainties can be found in the Company’s SEC 10-Q filings of June 28 and March 29, 2013 and 10-K filing for the fiscal year ended December 1, 2012. All

 

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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. Additionally, the variety of products sold by the Company and the regions where the Company does business make it difficult to determine with certainty the increases or decreases in net revenue resulting from changes in the volume of products sold, currency impact, changes in product mix, and selling prices. However, management’s best estimates of these changes as well as changes in other factors have been included.

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

 

		13 Weeks Ended				Percent of				13 Weeks Ended				Percent of
		August 31, 2013				Net Revenue				September 1, 2012				Net Revenue
Net revenue		$	514,579				100.0	%		$	500,535				100.0	%
Cost of sales			(370,072	)			(71.9	%)			(366,211	)			(73.2	%)
Gross profit			144,507				28.1	%			134,324				26.8	%
Selling, general and administrative expenses			(90,604	)			(17.6	%)			(91,355	)			(18.3	%)
Special charges, net			(12,775	)			(2.5	%)			(4,654	)			(0.9	%)
Other income (expense), net			(1,046	)			(0.2	%)			(622	)			(0.1	%)
Interest expense			(4,579	)			(0.9	%)			(5,950	)			(1.2	%)
Income from continuing operations before income taxes and income from equity method investments			35,503				6.9	%			31,743				6.3	%
Income taxes			(10,290	)			(2.0	%)			(9,358	)			(1.9	%)
Income from equity method investments			1,937				0.4	%			2,222				0.4	%
Income from continuing operations			27,150				5.3	%			24,607				4.9	%
Income from discontinued operations, net of tax			1,211				0.2	%			58,716				11.7	%
Net income including non-controlling interests			28,361				5.5	%			83,323				16.6	%
Net income attributable to non-controlling interests			(92	)			(0.0	%)			(55	)			(0.0	%)
Net income attributable to H.B. Fuller		$	28,269				5.5	%		$	83,268				16.6	%
Basic income per common share attributable to H.B. Fuller a
Income from continuing operations			0.54								0.49
Income from discontinued operations			0.02								1.18
		$	0.57							$	1.68
Diluted income per common share attributable to H.B. Fuller
Income from continuing operations			0.53								0.48
Income from discontinued operations			0.02								1.16
		$	0.55							$	1.64
Weighted-average common shares outstanding:
Basic			49,913								49,627
Diluted			51,127								50,699
Dividends declared per common share		$	0.100							$	0.085

Selected Balance Sheet Information (subject to change prior to filing of the Company’s Quarterly Report on Form 10-Q)

 

		August 31, 2013				December 1, 2012				September 1, 2012
Cash & cash equivalents		$	160,259			$	200,436			$	207,745
Trade accounts receivable, net			318,611				320,152				319,190
Inventories			221,256				208,531				216,025
Trade payables			169,267				163,062				163,274
Total assets			1,800,483				1,786,320				1,747,927
Total debt			493,454				520,225				532,451

a Income per share amounts may not add due to rounding

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

 

		39 Weeks Ended				Percent of				39 Weeks Ended				Percent of
		August 31, 2013				Net Revenue				September 1, 2012				Net Revenue
Net revenue		$	1,513,437				100.0	%		$	1,372,984				100.0	%
Cost of sales			(1,088,938	)			(72.0	%)			(999,422	)			(72.8	%)
Gross profit			424,499				28.0	%			373,562				27.2	%
Selling, general and administrative expenses			(282,050	)			(18.6	%)			(259,340	)			(18.9	%)
Special charges			(28,951	)			(1.9	%)			(43,263	)			(3.2	%)
Asset impairment charges			—				0.0	%			(671	)			(0.0	%)
Other income (expense), net			(2,482	)			(0.2	%)			25				0.0	%
Interest expense			(14,790	)			(1.0	%)			(14,317	)			(1.0	%)
Income from continuing operations before income taxes and income from equity method investments			96,226				6.4	%			55,996				4.1	%
Income taxes			(28,274	)			(1.9	%)			(19,288	)			(1.4	%)
Income from equity method investments			6,020				0.4	%			6,567				0.5	%
Income from continuing operations			73,972				4.9	%			43,275				3.2	%
Income from discontinued operations			1,211				0.1	%			57,386				4.2	%
Net income including non-controlling interests			75,183				5.0	%			100,661				7.3	%
Net (income) loss attributable to non-controlling interests			(308	)			(0.0	%)			(151	)			(0.0	%)
Net income attributable to H.B. Fuller		$	74,875				4.9	%		$	100,510				7.3	%
Basic income per common share attributable to H.B. Fuller
Income from continuing operations			1.48								0.87
Income from discontinued operations			0.02								1.16
		$	1.50							$	2.03
Diluted income per common share attributable to H.B. Fuller a
Income from continuing operations			1.44								0.85
Income from discontinued operations			0.02								1.14
		$	1.47							$	1.99
Weighted-average common shares outstanding:
Basic			49,888								49,548
Diluted			51,102								50,558
Dividends declared per common share		$	0.285							$	0.245

a Income per share amounts may not add due to rounding

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGIONAL FINANCIAL INFORMATION

In thousands (unaudited)

The Company has realigned its regional reporting to reflect the current organization structure and management accountability. Reconciliations are provided on pages 17 and 18.

 

		13 Weeks Ended				13 Weeks Ended
		August 31, 2013				September 1, 2012
Net Revenue:
Americas Adhesives		$	233,515			$	229,806
Construction Products			40,857				37,590
EIMEA			180,753				177,493
Asia Pacific			59,454				55,646
Total H.B. Fuller		$	514,579			$	500,535
Regional Operating Income:3
Americas Adhesives		$	34,871			$	33,788
Construction Products			3,269				1,299
EIMEA			14,199				6,269
Asia Pacific			1,564				1,613
Total H.B. Fuller		$	53,903			$	42,969
Depreciation Expense:
Americas Adhesives		$	3,710			$	4,273
Construction Products			816				831
EIMEA			3,094				3,330
Asia Pacific			1,121				1,090
Total H.B. Fuller		$	8,741			$	9,524
Amortization Expense:
Americas Adhesives		$	1,387			$	1,082
Construction Products			1,933				1,921
EIMEA			1,843				1,781
Asia Pacific			481				460
Total H.B. Fuller		$	5,644			$	5,244
EBITDA:2
Americas Adhesives		$	39,968			$	39,143
Construction Products			6,018				4,051
EIMEA			19,136				11,380
Asia Pacific			3,166				3,163
Total H.B. Fuller		$	68,288			$	57,737
Regional Operating Margin:4
Americas Adhesives			14.9	%			14.7	%
Construction Products			8.0	%			3.5	%
EIMEA			7.9	%			3.5	%
Asia Pacific			2.6	%			2.9	%
Total H.B. Fuller			10.5	%			8.6	%
EBITDA Margin:2
Americas Adhesives			17.1	%			17.0	%
Construction Products			14.7	%			10.8	%
EIMEA			10.6	%			6.4	%
Asia Pacific			5.3	%			5.7	%
Total H.B. Fuller			13.3	%			11.5	%
Net Revenue Growth:
Americas Adhesives			1.6	%
Construction Products			8.7	%
EIMEA			1.8	%
Asia Pacific			6.8	%
Total H.B. Fuller			2.8	%

NOTE:

 

*	Numbers are not adjusted for the charge to cost of goods sold in 2013 noted in footnote 1.

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGIONAL FINANCIAL INFORMATION

In thousands (unaudited)

The Company has realigned its regional reporting to reflect the current organization structure and management accountability. Reconciliations are provided on pages 17 and 18.

 

		39 Weeks Ended				39 Weeks Ended
		August 31, 2013				September 1, 2012
Net Revenue:
Americas Adhesives		$	670,019			$	615,436
Construction Products			117,822				109,763
EIMEA			543,448				482,087
Asia Pacific			182,148				165,698
Total H.B. Fuller		$	1,513,437			$	1,372,984
Regional Operating Income:3
Americas Adhesives		$	92,621			$	82,515
Construction Products			8,680				4,919
EIMEA			34,817				22,302
Asia Pacific			6,331				4,486
Total H.B. Fuller		$	142,449			$	114,222
Depreciation Expense:
Americas Adhesives		$	11,214			$	10,942
Construction Products			2,444				2,545
EIMEA			9,745				8,896
Asia Pacific			3,419				3,335
Total H.B. Fuller		$	26,822			$	25,718
Amortization Expense:
Americas Adhesives		$	3,926			$	2,425
Construction Products			5,790				5,730
EIMEA			5,589				3,854
Asia Pacific			1,441				1,204
Total H.B. Fuller		$	16,746			$	13,213
EBITDA:2
Americas Adhesives		$	107,761			$	95,882
Construction Products			16,914				13,194
EIMEA			50,151				35,052
Asia Pacific			11,191				9,025
Total H.B. Fuller		$	186,017			$	153,153
Regional Operating Margin:4
Americas Adhesives			13.8	%			13.4	%
Construction Products			7.4	%			4.5	%
EIMEA			6.4	%			4.6	%
Asia Pacific			3.5	%			2.7	%
Total H.B. Fuller			9.4	%			8.3	%
EBITDA Margin:2
Americas Adhesives			16.1	%			15.6	%
Construction Products			14.4	%			12.0	%
EIMEA			9.2	%			7.3	%
Asia Pacific			6.1	%			5.4	%
Total H.B. Fuller			12.3	%			11.2	%
Net Revenue Growth:
Americas Adhesives			8.9	%
Construction Products			7.3	%
EIMEA			12.7	%
Asia Pacific			9.9	%
Total H.B. Fuller			10.2	%

NOTE:

 

*	Numbers are not adjusted for the charge to cost of goods sold in 2013 noted in footnote 1.

**	Numbers are not adjusted to remove the one-time negative impact of the fair value step-up on the inventory acquired with the Forbo business in 2012 of $3.3 million.

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGIONAL FINANCIAL INFORMATION

NET REVENUE GROWTH

(unaudited)

The Company has realigned its regional reporting to reflect the current organization structure and management accountability. Reconciliations are provided on pages 17 and 18.

13 Weeks Ended August 31, 2013

 

		Americas Adhesives				Construction Products				EIMEA				Asia Pacific				Total HBF
Price			(0.5	%)			(1.0	%)			1.6	%			(1.3	%)			0.1	%
Volume			2.2	%			9.7	%			(3.8	%)			8.4	%			1.4	%
Organic Growth			1.7	%			8.7	%			(2.2	%)			7.1	%			1.5	%
F/X			(0.1	%)			0.0	%			4.0	%			(0.3	%)			1.3	%
			1.6	%			8.7	%			1.8	%			6.8	%			2.8	%

39 Weeks Ended August 31, 2013

 

		Americas Adhesives				Construction Products				EIMEA				Asia Pacific				Total HBF
Price			0.0	%			(0.4	%)			1.9	%			(1.9	%)			0.4	%
Volume			0.6	%			7.7	%			(2.9	%)			5.4	%			0.5	%
Organic Growth			0.6	%			7.3	%			(1.0	%)			3.5	%			0.9	%
F/X			(0.1	%)			0.0	%			1.2	%			0.6	%			0.5	%
Acquisition			8.4	%			0.0	%			12.5	%			5.9	%			8.8	%
			8.9	%			7.3	%			12.7	%			10.0	%			10.2	%

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

		13 Weeks Ended				13 Weeks Ended
		August 31, 2013				September 1, 2012
Net income including non-controlling interests		$	28,361			$	83,323
Income (loss) from discontinued operations			(1,211	)			(58,716	)
Income from equity method investments			(1,937	)			(2,222	)
Income taxes			10,290				9,358
Interest expense			4,579				5,950
Other income (expense), net			1,046				622
Special charges			12,775				4,654
Regional operating income3			53,903				42,969
Depreciation expense			8,741				9,524
Amortization expense			5,644				5,244
EBITDA2		$	68,288			$	57,737
EBITDA margin2			13.3	%			11.5	%
		39 Weeks Ended				39 Weeks Ended
		August 31, 2013				September 1, 2012
Net income including non-controlling interests		$	75,183			$	100,661
Income from discontinued operations			(1,211	)			(57,386	)
Income from equity method investments			(6,020	)			(6,567	)
Income taxes			28,274				19,288
Interest expense			14,790				14,317
Other income (expense), net			2,482				(25	)
Asset impairment charges			—				671
Special charges			28,951				43,263
Regional operating income3			142,449				114,222
Depreciation expense			26,822				25,718
Amortization expense			16,746				13,213
EBITDA2		$	186,017			$	153,153
EBITDA margin2			12.3	%			11.2	%

NOTE:

 

*	Numbers are not adjusted for the charge to cost of goods sold in 2013 noted in footnote 1.

**	Numbers are not adjusted to remove the one-time negative impact of the fair value step-up on the inventory acquired with the Forbo business in 2012 of $3.3 million.

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

		13 Weeks Ended				13 Weeks Ended
		August 31, 2013				September 1, 2012
Net revenue		$	514,579			$	500,535
Cost of sales			(370,072	)			(366,211	)
Gross profit			144,507				134,324
Selling, general and administrative expenses			(90,604	)			(91,355	)
Regional operating income3			53,903				42,969
Depreciation expense			8,741				9,524
Amortization expense			5,644				5,244
EBITDA2		$	68,288			$	57,737
EBITDA margin2			13.3	%			11.5	%
		39 Weeks Ended				39 Weeks Ended
		August 31, 2013				September 1, 2012
Net revenue		$	1,513,437			$	1,372,984
Cost of sales			(1,088,938	)			(999,422	)
Gross profit			424,499				373,562
Selling, general and administrative expenses			(282,050	)			(259,340	)
Regional operating income3			142,449				114,222
Depreciation expense			26,822				25,718
Amortization expense			16,746				13,213
EBITDA2		$	186,017			$	153,153
EBITDA margin2			12.3	%			11.2	%

NOTE:

 

*	Numbers are not adjusted for the charge to cost of goods sold in 2013 noted in footnote 1.

**	Numbers are not adjusted to remove the one-time negative impact of the fair value step-up on the inventory acquired with the Forbo business in 2012 of $3.3 million.

 

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

														Adjusted
						13 Weeks Ended								13 Weeks Ended
						August 31, 2013				Adjustments				August 31, 2013
Net revenue						$	514,579			$	—			$	514,579
Cost of sales							(370,072	)			(1,098	)			(368,974	)
Gross profit							144,507				(1,098	)			145,605
Selling, general and administrative expenses							(90,604	)			—				(90,604	)
Acquisition and transformation related costs			(1,641	)
Workforce reduction costs			(3,212	)
Facility exit costs			(5,118	)
Other related costs			(2,804	)
Special charges, net							(12,775	)			(12,775	)			—
Other income (expense), net							(1,046	)			—				(1,046	)
Interest expense							(4,579	)			—				(4,579	)
Income from continuing operations before income taxes and income from equity method investments							35,503				(13,873	)			49,376
Income taxes							(10,290	)			3,262				(13,552	)
Income from equity method investments							1,937				—				1,937
Net income from continuing operations							27,150				(10,611	)			37,761
Income from discontinued operations							1,211				1,211				—
Net income including non-controlling interests							28,361				(9,400	)			37,761
Net (income) loss attributable to non-controlling interests							(92	)			—				(92	)
Net income attributable to H.B. Fuller						$	28,269			$	(9,400	)		$	37,668
Basic income per common share attributable to H.B. Fuller a
Income (loss) from continuing operations						$	0.54			$	(0.21	)		$	0.75
Income from discontinued operations							0.02				0.02				—
						$	0.57			$	(0.19	)		$	0.75
Diluted income per common share attributable to H.B. Fuller a
Income (loss) from continuing operations						$	0.53			$	(0.21	)		$	0.74	1
Income from discontinued operations							0.02				0.02				—
						$	0.55			$	(0.18	)		$	0.74
Weighted-average common shares outstanding:
Basic							49,913				49,913				49,913
Diluted							51,127				51,127				51,127

a Income per share amounts may not add due to rounding

 

13

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

														Adjusted
						13 Weeks Ended								13 Weeks Ended
						September 1, 2012				Adjustments				September 1, 2012
Net revenue						$	500,535			$	—			$	500,535
Cost of sales							(366,211	)			—				(366,211	)
Gross profit							134,324				—				134,324
Selling, general and administrative expenses							(91,355	)							(91,355	)
Acquisition and transformation related costs			(2,915	)
Workforce reduction costs			(36	)
Facility exit costs			(867	)
Other related costs			(836	)
Special charges, net							(4,654	)			(4,654	)			—
Other income (expense), net							(622	)			—				(622	)
Interest expense							(5,950	)			—				(5,950	)
Income from continuing operations before income taxes and income from equity method investments							31,743				(4,654	)			36,397
Income taxes							(9,358	)			2,356				(11,714	)
Income from equity method investments							2,222				—				2,222
Net income from continuing operations							24,607				(2,298	)			26,905
Income from discontinued operations							58,716				—				58,716
Net income including non-controlling interests							83,323				(2,298	)			85,621
Net (income) loss attributable to non-controlling interests							(55	)			—				(55	)
Net income attributable to H.B. Fuller						$	83,268			$	(2,298	)		$	85,566
Basic income per common share attributable to H.B. Fuller a
Income from continuing operations							0.49				(0.05	)			0.54
Income from discontinued operations							1.18				—				1.18
						$	1.68			$	(0.05	)		$	1.73
Diluted income per common share attributable to H.B. Fuller
Income from continuing operations							0.48				(0.05	)			0.53	1
Income from discontinued operations							1.16				—				1.16
						$	1.64			$	(0.05	)		$	1.69
Weighted-average common shares outstanding:
Basic							49,627				49,627				49,627
Diluted							50,699				50,699				50,699

a Income per share amounts may not add due to rounding

 

14

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

														Adjusted
						39 Weeks Ended								39 Weeks Ended
						August 31, 2013				Adjustments				August 31, 2013
Net revenue						$	1,513,437			$	—			$	1,513,437
Cost of sales							(1,088,938	)			(1,098	)			(1,087,840	)
Gross profit							424,499				(1,098	)			425,597
Selling, general and administrative expenses							(282,050	)			—				(282,050	)
Acquisition and transformation related costs			(5,807	)
Workforce reduction costs			(7,393	)
Facility exit costs			(10,174	)
Other related costs			(5,577	)
Special charges							(28,951	)			(28,951	)			—
Other income (expense), net							(2,482	)			—				(2,482	)
Interest expense							(14,790	)			—				(14,790	)
Income from continuing operations before income taxes and income from equity method investments							96,226				(30,049	)			126,275
Income taxes							(28,274	)			6,829				(35,103	)
Income from equity method investments							6,020				—				6,020
Income from continuing operations							73,972				(23,220	)			97,192
Income from discontinued operations							1,211				1,211				—
Net income including non-controlling interests							75,183				(22,009	)			97,192
Net (income) loss attributable to non-controlling interests							(308	)			—				(308	)
Net income attributable to H.B. Fuller						$	74,875			$	(22,009	)		$	96,884
Basic income per common share attributable to H.B. Fuller a
Income (loss) from continuing operations							1.48				(0.47	)			1.94
Income from discontinued operations							0.02				0.02				—
						$	1.50			$	(0.44	)		$	1.94
Diluted income per common share attributable to H.B. Fuller a
Income (loss) from continuing operations							1.44				(0.45	)			1.90	1
Income from discontinued operations							0.02				0.02				—
						$	1.47			$	(0.43	)		$	1.90
Weighted-average common shares outstanding:
Basic							49,888				49,888				49,888
Diluted							51,102				51,102				51,102

a Income per share amounts may not add due to rounding

 

15

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H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

														Adjusted
						39 Weeks Ended								39 Weeks Ended
						September 1, 2012				Adjustments				September 1, 2012
Net revenue						$	1,372,984			$	—			$	1,372,984
Cost of sales							(999,422	)			(3,314	)			(996,108	)
Gross profit							373,562				(3,314	)			376,876
Selling, general and administrative expenses							(259,340	)							(259,340	)
Acquisition and transformation related costs			(15,950	)
Workforce reduction costs			(23,558	)
Facility exit costs			(2,363	)
Other related costs			(1,392	)
Special charges							(43,263	)			(43,263	)			—
Asset impairment charges							(671	)							(671	)
Other income (expense), net							25								25
Interest expense							(14,317	)							(14,317	)
Income from continuing operations before income taxes and income from equity method investments							55,996				(46,577	)			102,573
Income taxes							(19,288	)			10,833				(30,121	)
Income from equity method investments							6,567				—				6,567
Income from continuing operations							43,275				(35,744	)			79,019
Income from discontinued operations							57,386				—				57,386
Net income including non-controlling interests							100,661				(35,744	)			136,405
Net loss attributable to non-controlling interests							(151	)			—				(151	)
Net income attributable to H.B. Fuller						$	100,510			$	(35,744	)		$	136,254
Basic income per common share attributable to H.B. Fuller
Income from continuing operations							0.87				(0.72	)			1.59
Income from discontinued operations							1.16				—				1.16
						$	2.03			$	(0.72	)		$	2.75
Diluted income per common share attributable to H.B. Fullera
Income from continuing operations							0.85				(0.71	)			1.56	1
Income from discontinued operations							1.14				—				1.14
						$	1.99			$	(0.71	)		$	2.69
Weighted-average common shares outstanding:
Basic							49,548				49,548				49,548
Diluted							50,558				50,558				50,558

a Income per share amounts may not add due to rounding

 

16

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H.B. FULLER COMPANY AND SUBSIDIARIES

REVISED REGIONAL REPORTING STRUCTURE

In thousands, except per share amounts (unaudited)

 

 

17

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H.B. FULLER COMPANY AND SUBSIDIARIES

REVISED REGIONAL REPORTING STRUCTURE

In thousands, except per share amounts (unaudited)

 

 

18

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1

Adjusted diluted earnings per share (EPS) from continuing operations is a non-GAAP financial measure. During the third quarter of 2013, the Company recorded a negative impact on the gross profit margin line of the income statement as the result of a review of custom duties owed for the years 2000 – 2008 in Argentina. On a pre-tax basis, this item amounted to $1.1 million ($0.02 per diluted share). First, second and third quarters of 2013 and 2012 exclude special charges associated with two previously announced events: the EIMEA business transformation project and the expenses associated with the Forbo acquisition integration project, which have been combined and are now referred to as the “business integration”. Special charges, net amounted to $12.8 million, $10.8 million, $5.3 million, $4.7 million, $32.1 million and $6.5 million on a pre-tax basis ($0.17, $0.16, $0.08, $0.05, $0.52 and $0.14 per diluted share) in Q3 2013, Q2 2013, Q1 2013, Q3 2012, Q2 2012 and Q1 2012, respectively. During the second quarter of 2012, the Company recorded a one-time negative impact of the fair value step-up on the inventory acquired with the Forbo business on the gross profit margin line of the income statement. On a pre-tax basis, this “step-up” amounted to $3.3 million dollars ($0.05 per diluted share).

2

EBITDA is a non-GAAP financial measure defined on a consolidated basis as gross profit, less SG&A expense, plus depreciation expense, plus amortization expense. On a regional basis it is defined as operating income, plus depreciation expense, plus amortization expense. EBITDA margin is defined as EBITDA divided by net revenue.

3

Regional operating income is defined as gross profit less SG&A expense. Items that are reported on the special charges line of the income statement are excluded from the regional operating income calculation. In Q3 2013, Q2 2013, Q1 2013, Q3 2012, Q2 2012 and Q1 2012, special charges, net totaled $12.8 million, $10.8 million, $5.3 million, $4.7 million, $32.1 million and $6.5 million, respectively.

4	Regional operating margin is a non-GAAP financial measure defined as gross profit, less SG&A expense, divided by net revenue.

 

19