H.B. Fuller Company

01/15/2025 | Press release | Distributed by Public on 01/15/2025 15:06

H.B. Fuller Reports Fourth Quarter and Fiscal Year 2024 Results

FY 2024 Net Income of $130 million; Adjusted EBITDA of $594 million

Continued expansion of FY Adjusted EBITDA Margin to 16.6%

Finalizing plan to drive savings through optimization of manufacturing and supply chain footprint

ST. PAUL, Minn.--(BUSINESS WIRE)-- H.B. Fuller Company (NYSE: FUL) today reported financial results for its fourth quarter and fiscal year that ended November 30, 2024.

Fiscal Year 2024 Noteworthy Items:

  • Net revenue was $3.57 billion, up 1.6% year-on-year; organic revenue decreased 1.0% year-on-year, driven by 2.7% unfavorable pricing, partially offset by 1.7% higher volume;
  • Gross margin was 29.8%; adjusted gross margin of 30.3% increased 90 basis points year-on-year, driven by pricing and raw material cost actions, higher volume, and restructuring benefits;
  • Net income was $130 million; adjusted EBITDA was $594 million, up 2.2% year-on-year; adjusted EBITDA margin expanded year-on-year to 16.6%;
  • Reported EPS (diluted) was $2.30; adjusted EPS (diluted) was $3.84, effectively flat versus the prior year as higher adjusted EBITDA was offset by higher amortization expense;
  • Net working capital, as a percentage of annualized net revenue, declined 160 basis points year-on-year to 14.5%; cash flow from operations was $301 million.

Fourth Quarter 2024 Noteworthy Items:

  • Net revenue was $923 million, up 2.3% year-on-year, with organic sales down 0.2% year-on-year;
  • Gross margin was 28.7%; adjusted gross margin of 29.6% decreased year-on-year driven by unfavorable raw material cost developments and delayed price realization;
  • Net income/(loss) was ($7) million including an unfavorable $38 million non-cash, after-tax impact related to the Flooring divestiture; adjusted EBITDA was $148 million, down 14% year-on-year, and adjusted EBITDA margin was 16.1%;
  • Reported EPS (diluted) was ($0.13); adjusted EPS (diluted) was $0.92, down versus the prior year, driven by lower operating income;
  • Subsequent to quarter end, realigned building and construction market segments into the newly named Building Adhesive Solutions (BAS) global business unit (starting in fiscal 2025) and divested the Flooring market segment;
  • Subsequent to quarter end, expanded the geographic reach and technology offering of our Medical Adhesive Technology market segment with the announced acquisitions of GEM S.r.l. and Medifill Ltd;
  • Finalizing an expanded plan to streamline manufacturing and supply chain footprint and cost structure, which is expected to generate additional annualized pre-tax cost savings of approximately $75 million when completed by fiscal 2030.

Summary of Fourth Quarter 2024 Results:

The Company's net revenue for the fourth quarter of fiscal 2024 was $923 million, up 2.3% versus the fourth quarter of fiscal 2023. Organic revenue declined 0.2% year-on-year, with pricing adjustments reducing organic revenue by 1.5% and volume increasing organic revenue by 1.3%. Foreign currency translation decreased net revenue by 0.2%, and acquisitions increased net revenue by 2.7%.

Gross profit in the fourth quarter of fiscal 2024 was $265 million. Adjusted gross profit was $273 million. Adjusted gross profit margin of 29.6% decreased 170 basis points year-on-year. Unfavorable pricing in conjunction with higher raw material costs, principally led to the decline in adjusted gross margin year-on-year.

Selling, general and administrative (SG&A) expense was $188 million in the fourth quarter of fiscal 2024 and adjusted SG&A was $174 million, up 12 percent year-on-year. The impact of acquisitions and higher variable compensation drove most of the year-on-year increase in adjusted SG&A.

Net income/(loss) attributable to H.B. Fuller for the fourth quarter of fiscal 2024 was ($7) million, including an unfavorable $38 million non-cash, after-tax impact related to the Flooring divestiture. Adjusted net income attributable to H.B. Fuller for the fourth quarter of fiscal 2024 was $52 million. Adjusted EPS was $0.92 per diluted share.

Adjusted EBITDA in the fourth quarter of fiscal 2024 was $148 million, down 14% year-on-year, driven by unfavorable raw material cost developments, delayed price realization, and higher variable compensation expense.

"Overall, I am proud of the progress we made in fiscal year 2024. We continued to expand adjusted EBITDA margin and enhanced the profile of our portfolio through several strategic acquisitions and the divestiture of our Flooring business," said Celeste Mastin, President and Chief Executive Officer. "At the same time, I am disappointed that we were unable to finish the year as strong as we had expected. In the fourth quarter, we encountered an unexpected deceleration in volume across the majority of our end markets. Furthermore, delays in customer order patterns, particularly in the consumer product goods related market segments, shifted price increase realization into fiscal 2025, delaying the offset of higher raw material costs and resulting in margin deterioration.

"We are intensely focused on what we can control and have already begun executing additional pricing actions and cost controls to prudently prepare for a challenging volume growth environment in 2025. Our strategic plan to continue to evolve H.B Fuller into a higher growth, higher margin company remains on track on the timeline we originally communicated."

Balance Sheet and Working Capital:

Net debt at the end of the fourth quarter of fiscal 2024 was $1,841 million, down $48 million sequentially versus the third quarter and up $182 million year-on-year. Net debt-to-adjusted EBITDA of 3.1X was flat versus the previous quarter.

Net working capital in the fourth quarter of fiscal 2024 declined $56 million sequentially versus the third quarter and $46 million year-on-year. As a percentage of annualized net revenue, net working capital declined 160 basis points, both sequentially and year-on-year, to 14.5%.

Manufacturing and Supply Chain Footprint Consolidation:

The Company is finalizing an expanded plan to significantly reduce its global manufacturing footprint and streamline its North American planning and logistics structure. This multi-year plan is expected to reduce the number of manufacturing facilities from 82 today to a target of 55 when completed in 2030. Additionally, it will reduce the number of warehouses in North America from 55 today to approximately 10 by the end of 2027.

As a result of these combined actions, the Company expects to generate approximately $75 million in annualized cost savings once the plan is fully implemented in fiscal 2030. These figures are incremental to the ongoing restructuring actions, which are still expected to generate annualized cost savings of $45 million by the end of fiscal 2025. The Company expects to invest approximately $150 million in incremental capital over the next five years associated with the expanded plan.

"Our manufacturing footprint consolidation, coupled with our planning and logistics reorganization, are important steps in our strategic plan to achieve an EBITDA margin consistently greater than 20 percent. These actions will not only reduce costs through improved capacity utilization, they will also enable us to better serve our customers and reduce future capital expenditure requirements," said Mastin.

Fiscal 2025 Outlook:

  • Net revenue growth for fiscal 2025 is expected to be down 2% to 4%, adjusting for the divestiture of the Flooring business, net revenue is expected to be up 1% to 2%;
  • Organic revenue growth is expected to be flat to up 2% versus fiscal 2024;
  • Adjusted EBITDA for fiscal 2025 is expected to be in the range of $600 million to $625 million, equating to growth of approximately 1% to 5% year-on-year;
  • Adjusted EBITDA for the first quarter of 2025 is expected to be in the range of $105 million to $115 million;
  • The core tax rate, excluding the impact of discrete items, is anticipated to be between 26% and 27% in fiscal year 2025;
  • Net interest expense for fiscal 2025 is expected to be between $120 million and $125 million;
  • Adjusted EPS (diluted) is expected to be in the range of $3.90 to $4.20, equating to a range of up 2% to 9% year-on-year;
  • Operating cash flow in fiscal year 2025 is expected to be between $300 million and $325 million;
  • Capital expenditures of approximately $160 million are expected in fiscal 2025, which includes approximately $40 million related to the Company's manufacturing footprint consolidation initiative.

Conference Call:

The Company will hold a conference call on January 16, 2025, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company's website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on January 16, 2025, to 10:59 p.m. CT on January 23, 2025. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909, and enter Conference ID: 6370505.

Regulation G:

The information presented in this earnings release regarding consolidated and segment organic revenue growth, operating income, adjusted gross profit, adjusted gross profit margin, adjusted selling, general and administrative expense, adjusted income before income taxes and income from equity investments, adjusted income taxes, adjusted effective tax rate, adjusted net income, adjusted diluted earnings per share, adjusted earnings before interest, taxes, depreciation, and amortization (EBITDA), adjusted EBITDA margin, net debt, net debt-to-adjusted EBITDA, trailing twelve months adjusted EBITDA, net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue does not conform to U.S. generally accepted accounting principles (U.S. GAAP) and should not be construed as an alternative to the reported results determined in accordance with U.S. GAAP. Management has included this non-GAAP information to assist in understanding the operating performance of the Company and its operating segments as well as the comparability of results to the results of other companies. The non-GAAP information provided may not be consistent with the methodologies used by other companies. All non-GAAP information is reconciled with reported U.S. GAAP results in the "Regulation G Reconciliation" tables in this press release with the exception of our forward-looking non-GAAP measures contained above in our Fiscal 2025 Outlook, which the Company cannot reconcile to forward-looking GAAP results without unreasonable effort.

About H.B. Fuller:

As the largest pureplay adhesives company in the world, H.B. Fuller's (NYSE: FUL) innovative, functional coatings, adhesives and sealants enhance the quality, safety and performance of products people use every day. Founded in 1887, with 2024 revenue of $3.6 billion, our mission to Connect What Matters is brought to life by more than 7,500 global team members who collaborate with customers across more than 30 market segments in over 140 countries to develop highly specified solutions that enable customers to bring world-changing innovations to their end markets. Learn more at www.hbfuller.com.

Safe Harbor for Forward-Looking Statements:

Certain statements in this press release may be considered forward-looking statements within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements often address expected future business and financial performance, financial condition, and other matters, and often contain words or phrases such as "anticipate," "believe," "estimate," "expect," "intend," "may," "opportunity," "outlook," "plan," "project," "seek," "should," "strategy," "target," "will," "will be," "will continue," "will likely result," "would" and similar expressions, and variations or negatives of these words or phrases. These statements are subject to various risks and uncertainties that could cause our actual results to differ materially from those in the forward-looking statements, including but not limited to the following: the availability and pricing of raw materials; the impact of potential cybersecurity attacks and security breaches; failures in our information technology systems; the impact on the supply chain, raw material costs and pricing of our products due to military conflict, including between Russia and Ukraine and in the Middle East; the impact on our margins and product demand due to inflationary pressures; the substantial amount of debt we have incurred to finance our acquisition of Royal, our ability to repay or refinance our debt or to incur additional debt in the future, our need for a significant amount of cash to service and repay the debt and to pay dividends on our common stock, and the effect of debt covenants that limit the discretion of management in operating the business or in paying dividends; our ability to pay dividends and to pursue growth opportunities if we continue to pay dividends according to our current dividend policy; our ability to effectively manage and realize expected benefits from completed and future mergers, acquisitions, and divestitures; our ability to achieve expected synergies, cost savings and operating efficiencies from our restructuring initiatives and operational improvement projects within the expected time frames or at all; our ability to effectively implement Project ONE; uncertain political and economic conditions; fluctuations in product demand; competing products and pricing; our geographic and product mix; disruptions to our relationships with our major customers and suppliers; regulatory compliance across our global footprint; trade policies and economic sanctions impacting our markets; changes in tax laws and tariffs; devaluations and other foreign exchange rate fluctuations; the impact of litigation and investigations, including for product liability and environmental matters; impairment charges on our goodwill or long-lived assets; the consequences of the COVID-19 outbreak and other pandemics on our operations and financial results; the effect of new accounting pronouncements and accounting charges and credits; and similar matters.

Additional information about these various risks and uncertainties can be found in the "Risk Factors" section of our Form 10-K filings, and any updates to the risk factors in our Form 10-Q and 8-K filings with the SEC, but there may be other risks and uncertainties that we are unable to identify at this time or that we do not currently expect to have a material impact on the business. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. We do not undertake to update or revise any forward-looking statements, except as required by law.

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

Three Months
Ended

Three Months
Ended

November 30,
2024

Percent of Net
Revenue

December 2,
2023

Percent of Net
Revenue

Net revenue

$

923,284

100.0

%

$

902,879

100.0

%

Cost of sales

(658,424

)

(71.3

)%

(629,037

)

(69.7

)%

Gross profit

264,860

28.7

%

273,842

30.3

%

Selling, general and administrative expenses

(188,453

)

(20.4

)%

(160,440

)

(17.8

)%

Other income, net

(44,396

)

(4.8

)%

4,918

0.5

%

Interest expense

(33,621

)

(3.6

)%

(33,297

)

(3.7

)%

Interest income

1,084

0.1

%

1,217

0.1

%

Income before income taxes and income from equity method investments

(526

)

(0.1

)%

86,240

9.6

%

Income taxes

(7,885

)

(0.9

)%

(42,274

)

(4.7

)%

Income from equity method investments

1,159

0.1

%

1,036

0.1

%

Net income including non-controlling interest

(7,252

)

(0.8

)%

45,002

5.0

%

Net income attributable to non-controlling interest

(107

)

(0.0

)%

(11

)

(0.0

)%

Net income attributable to H.B. Fuller

$

(7,359

)

(0.8

)%

$

44,991

5.0

%

Basic income per common share attributable to H.B. Fuller

$

(0.13

)

$

0.83

Diluted income per common share attributable to H.B. Fuller

$

(0.13

)

$

0.80

Weighted-average common shares outstanding:

Basic

55,106

54,491

Diluted

56,658

56,161

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

Year Ended

Year Ended

November 30,
2024

Percent of Net
Revenue

December 2,
2023

Percent of Net
Revenue

Net revenue

$

3,568,736

100.0

%

$

3,510,934

100.0

%

Cost of sales

(2,506,859

)

(70.2

)%

(2,502,037

)

(71.3

)%

Gross profit

1,061,877

29.8

%

1,008,897

28.7

%

Selling, general and administrative expenses

(713,657

)

(20.0

)%

(653,760

)

(18.6

)%

Other income, net

(37,115

)

(1.0

)%

9,682

0.3

%

Interest expense

(133,124

)

(3.7

)%

(134,602

)

(3.8

)%

Interest income

4,682

0.1

%

3,943

0.1

%

Income before income taxes and income from equity method investments

182,663

5.1

%

234,160

6.7

%

Income taxes

(56,381

)

(1.6

)%

(93,529

)

(2.7

)%

Income from equity method investments

4,113

0.1

%

4,357

0.1

%

Net income including non-controlling interest

130,395

3.7

%

144,988

4.1

%

Net income attributable to non-controlling interest

(139

)

(0.0

)%

(82

)

(0.0

)%

Net income attributable to H.B. Fuller

$

130,256

3.6

%

$

144,906

4.1

%

Basic income per common share attributable to H.B. Fuller

$

2.37

$

2.67

Diluted income per common share attributable to H.B. Fuller

$

2.30

$

2.59

Weighted-average common shares outstanding:

Basic

54,932

54,332

Diluted

56,629

55,958

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Year Ended

November 30,

December 2,

November 30,

December 2,

2024

2023

2024

2023

Net income attributable to H.B. Fuller

$

(7,359

)

$

44,991

$

130,256

$

144,906

Adjustments:

Acquisition project costs1

4,051

4,765

11,035

16,874

Organizational realignment2

15,958

10,549

39,996

29,900

Project One3

2,672

2,193

11,885

9,815

Business divestiture4

47,267

-

47,267

-

Other5

39

(3,903

)

(1,981

)

(611

)

Discrete tax items6

(1,322

)

16,955

(5,469

)

26,085

Income tax effect on adjustments7

(9,339

)

(1,158

)

(15,811

)

(10,604

)

Adjusted net income attributable to H.B. Fuller8

51,967

74,392

217,178

216,365

Add:

Interest expense

33,621

33,297

133,122

131,913

Interest income

(1,084

)

(1,217

)

(4,679

)

(3,943

)

Income taxes

18,546

26,477

77,661

78,047

Depreciation and Amortization expense9

45,286

39,653

170,573

158,456

Adjusted EBITDA8

148,336

172,602

593,855

580,838

Diluted Shares

56,658

56,161

56,629

55,958

Adjusted diluted income per common share attributable to H.B. Fuller8

$

0.92

$

1.32

$

3.84

$

3.87

Adjusted net revenue

$

923,284

$

902,879

$

3,568,736

$

3,510,934

Adjusted EBITDA margin8

16.1

%

19.1

%

16.6

%

16.5

%

1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $4,583 and $1,421 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and ($532) and $1,489 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $0 and $1,855 in business integration costs (primarily costs of transition services agreements) for the three months ended November 30, 2024 and December 2, 2023, respectively. Acquisition project costs include $9,718 and $6.960 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition related travel expenses), $740 and $7,712 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $577 and $2,202 in business integration costs (primarily costs of transition services agreements and for the three months ended March 2, 2024 and the twelve months ended December 2, 2023, retention bonuses paid to employees of the acquired entities) for the years ended November 30, 2024 and December 2, 2023, respectively.

2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation, and for the three months ended March 2, 2024 and the twelve months ended December 2, 2023, operational inefficiencies. Organizational realignment includes $2,169 and $812 in professional fees related to legal entity and business structure changes, $6,832 and $8,110 in employee severance and other related costs, and $6,957 and $1,627 related to facility rationalization costs for the three months ended November 30, 2024 and December 2, 2023, respectively. Organizational realignment includes $9,084 and $1,525 in professional fees related to legal entity and business structure changes, $16,553 and $25,490 in employee severance and other related costs, and $14,359 and $2,885 related to facility rationalization costs for the year ended November 30, 2024 and December 2, 2023, respectively.

3 Project One includes non-capitalizable project costs related implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA®, which will upgrade and standardize our information system.

4 Business divestiture for the three months and year ended November 30, 2024 includes impairment losses for goodwill and long-lived assets, and project costs incurred as a direct result of the pending sale of the North America Flooring business, which is a component of our Construction Adhesives operating segment. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value.

5 Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the year ended November 30, 2024.

6 Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters and for the year ended November 30, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months and year ended December 2, 2023 are related to the tax impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters.

7 The income tax effect on adjustments represents the difference between income taxes on net income before income taxes and income from equity method investments reported in accordance with U.S. GAAP and adjusted net income before income taxes and income from equity method investments.

8 Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin are non-GAAP financial measures. Adjusted net income attributable to H.B. Fuller is defined as net income before the specific adjustments shown above. Adjusted diluted income per common share is defined as adjusted net income attributable to H.B. Fuller divided by the number of diluted common shares. Adjusted EBITDA is defined as net income before interest, income taxes, depreciation, amortization and the specific adjustments shown above. Adjusted EBITDA margin is defined as adjusted EBITDA divided by net revenue. The table above provides a reconciliation of adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller, adjusted EBITDA and adjusted EBITDA margin to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

9 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($711) and ($1,036) for the three months ended November 30, 2024 and December 2, 2023, respectively and ($4,137) and ($1,384) for the year ended November 30, 2024 and December 2, 2023, respectively.

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

In thousands (unaudited)

Three Months Ended

Year Ended

November 30,

December 2,

November 30,

December 2,

2024

2023

2024

2023

Net Revenue:

Hygiene, Health and Consumable Adhesives

$

395,693

$

411,085

$

1,546,351

$

1,601,487

Engineering Adhesives

381,931

365,735

1,459,137

1,428,744

Construction Adhesives

145,660

126,059

563,248

480,703

Corporate unallocated

-

-

-

-

Total H.B. Fuller

$

923,284

$

902,879

$

3,568,736

$

3,510,934

Segment Operating Income:

Hygiene, Health and Consumable Adhesives

$

40,266

$

65,614

$

187,413

$

215,088

Engineering Adhesives

53,516

57,539

193,038

187,346

Construction Adhesives

4,962

3,772

25,304

5,961

Corporate unallocated

(22,336

)

(13,523

)

(57,535

)

(53,258

)

Total H.B. Fuller

$

76,408

$

113,402

$

348,220

$

355,137

Adjusted EBITDA8

Hygiene, Health and Consumable Adhesives

$

54,969

$

81,677

$

246,762

$

275,802

Engineering Adhesives

75,153

74,020

270,286

255,778

Construction Adhesives

17,888

15,933

75,201

55,517

Corporate unallocated

326

972

1,606

(6,259

)

Total H.B. Fuller

$

148,336

$

172,602

$

593,855

$

580,838

Adjusted EBITDA Margin8

Hygiene, Health and Consumable Adhesives

13.9

%

19.9

%

16.0

%

17.2

%

Engineering Adhesives

19.7

%

20.2

%

18.5

%

17.9

%

Construction Adhesives

12.3

%

12.6

%

13.4

%

11.5

%

Corporate unallocated

NMP

NMP

NMP

NMP

Total H.B. Fuller

16.1

%

19.1

%

16.6

%

16.5

%

NMP = non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Year Ended

November 30,

December 2,

November 30,

December 2,

2024

2023

2024

2023

Income before income taxes and income from equity method investments

$

(526

)

$

86,240

$

182,663

$

234,160

Adjustments:

Acquisition project costs1

4,051

4,765

11,035

16,874

Organizational realignment2

15,958

10,549

39,996

29,900

Project One3

2,672

2,193

11,885

9,815

Business divestiture4

47,267

-

47,267

-

Other5

39

(3,903

)

(1,981

)

(611

)

Adjusted income before income taxes and income from equity method investments10

$

69,461

$

99,844

$

290,865

$

290,138

10 Adjusted income before income taxes and income from equity investments is a non-GAAP financial measure. Adjusted income before income taxes and income from equity investments is defined as income before income taxes and income from equity investments before the specific adjustments shown above. The table above provides a reconciliation of adjusted income before income taxes and income from equity investments to income before income taxes and income from equity investments, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

Three Months Ended

Year Ended

November 30,

December 2,

November 30,

December 2,

2024

2023

2024

2023

Income Taxes

$

(7,885

)

$

(42,274

)

$

(56,381

)

$

(93,529

)

Adjustments:

Acquisition project costs1

(77

)

(405

)

(1,125

)

(3,127

)

Organizational realignment2

(305

)

(898

)

(4,350

)

(5,206

)

Project One3

(51

)

(187

)

(1,669

)

(1,848

)

Business divestiture4

(8,905

)

-

(8,905

)

-

Other5

(1

)

332

238

(422

)

Discrete tax items6

(1,322

)

16,955

(5,469

)

26,085

Adjusted income taxes11

$

(18,546

)

$

(26,477

)

$

(77,661

)

$

(78,047

)

Adjusted income before income taxes and income from equity method investments

$

69,461

$

99,844

$

290,865

$

290,138

Adjusted effective income tax rate11

26.7

%

26.5

%

26.7

%

26.9

%

11 Adjusted income taxes and adjusted effective income tax rate are non-GAAP financial measures. Adjusted income taxes is defined as income taxes before the specific adjustments shown above. Adjusted effective income tax rate is defined as income taxes divided by adjusted income before income taxes and income from equity method investments. The table above provides a reconciliation of adjusted income taxes and adjusted effective income tax rate to income taxes, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Year Ended

November 30,

December 2,

November 30,

December 2,

2024

2023

2024

2023

Net revenue

$

923,284

$

902,879

$

3,568,736

$

3,510,934

Gross profit

$

264,860

$

273,842

$

1,061,877

$

1,008,897

Gross profit margin

28.7

%

30.3

%

29.8

%

28.7

%

Adjustments:

Acquisition project costs1

1

529

1,001

3,146

Organizational realignment2

8,035

8,136

18,714

18,108

Project ONE3

24

223

37

223

Other5

-

52

(1

)

530

Adjusted gross profit12

$

272,920

$

282,782

$

1,081,628

$

1,030,904

Adjusted gross profit margin12

29.6

%

31.3

%

30.3

%

29.4

%

12 Adjusted gross profit and adjusted gross profit margin are non-GAAP financial measures. Adjusted gross profit and adjusted gross profit margin is defined as gross profit and gross profit margin excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted gross profit and gross profit margin to gross profit and gross profit margin, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended

Year Ended

November 30,

December 2,

November 30,

December 2,

2024

2023

2024

2023

Selling, general and administrative expenses

$

(188,453

)

$

(160,440

)

$

(713,657

)

$

(653,760

)

Adjustments:

Acquisition project costs1

4,558

4,236

10,519

13,831

Organizational realignment2

7,031

2,333

19,354

11,712

Project ONE3

2,648

1,969

11,847

9,592

Other5

41

(3,954

)

(3,946

)

(3,882

)

Adjusted selling, general and administrative expenses13

$

(174,175

)

$

(155,856

)

$

(675,883

)

$

(622,507

)

13 Adjusted selling, general and administrative expenses is a non-GAAP financial measure. Adjusted selling, general and administrative expenses is defined as selling, general and administrative expenses excluding the specific adjustments shown above. The table above provides a reconciliation of adjusted selling, general and administrative expenses to selling, general and administrative expenses, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended:

Hygiene, Health and Consumable

Engineering

Construction

Corporate

H.B. Fuller

November 30, 2024

Adhesives

Adhesives

Adhesives

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

$

41,767

$

54,564

$

6,393

$

102,724

$

(110,083

)

$

(7,359

)

Adjustments:

Acquisition project costs1

-

-

-

-

4,051

4,051

Organizational realignment2

-

-

-

-

15,958

15,958

Project One3

-

-

-

-

2,672

2,672

Business divestiture4

-

-

-

-

47,267

47,267

Other5

39

39

Discrete tax items6

-

-

-

-

(1,322

)

(1,322

)

Income tax effect on adjustments7

-

-

-

-

(9,339

)

(9,339

)

Adjusted net income attributable to H.B. Fuller8

41,767

54,564

6,393

102,724

(50,757

)

51,967

Add:

Interest expense

-

-

-

-

33,621

33,621

Interest income

-

-

-

-

(1,084

)

(1,084

)

Income taxes

-

-

-

-

18,546

18,546

Depreciation and amortization expense9

13,202

20,589

11,495

45,286

-

45,286

Adjusted EBITDA8

$

54,969

$

75,153

$

17,888

$

148,010

$

326

$

148,336

Adjusted net revenue

$

395,693

$

381,931

$

145,660

$

923,284

-

$

923,284

Adjusted EBITDA margin8

13.9

%

19.7

%

12.3

%

16.0

%

NMP

16.1

%

Year Ended

Hygiene, Health and Consumable

Engineering

Construction

Corporate

H.B. Fuller

November 30, 2024

Adhesives

Adhesives

Adhesives

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

$

193,403

$

197,245

$

31,028

$

421,676

$

(291,420

)

$

130,256

Adjustments:

-

Acquisition project costs1

-

-

-

-

11,035

11,035

Organizational realignment2

-

-

-

-

39,996

39,996

Project One3

-

-

-

-

11,885

11,885

Business divestiture4

-

-

-

-

47,267

47,267

Other5

(1,981

)

(1,981

)

Discrete tax items6

-

-

-

-

(5,469

)

(5,469

)

Income tax effect on adjustments7

-

-

-

-

(15,811

)

(15,811

)

Adjusted net income attributable to H.B. Fuller8

193,403

197,245

31,028

421,676

(204,498

)

217,178

Add:

Interest expense

-

-

-

-

133,122

133,122

Interest income

-

-

-

-

(4,679

)

(4,679

)

Income taxes

-

-

-

-

77,661

77,661

Depreciation and amortization expense9

53,359

73,041

44,173

170,573

-

170,573

Adjusted EBITDA8

$

246,762

$

270,286

$

75,201

$

592,249

$

1,606

$

593,855

Adjusted net revenue

1,546,351

1,459,137

563,248

$

3,568,736

-

3,568,736

Adjusted EBITDA margin8

16.0

%

18.5

%

13.4

%

16.6

%

NMP

16.6

%

Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Three Months Ended:

Hygiene, Health and Consumable

Engineering

Construction

Corporate

H.B. Fuller

December 2, 2023

Adhesives

Adhesives

Adhesives

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

$

67,438

$

58,857

$

5,682

$

131,977

$

(86,986

)

$

44,991

Adjustments:

Acquisition project costs1

-

-

-

-

4,765

4,765

Organizational realignment2

-

-

-

-

10,549

10,549

Project One3

-

-

-

-

2,193

2,193

Other5

-

-

-

-

(3,903

)

(3,903

)

Discrete tax items6

-

-

-

-

16,955

16,955

Income tax effect on adjustments7

-

-

-

-

(1,158

)

(1,158

)

Adjusted net income attributable to H.B. Fuller8

67,438

58,857

5,682

131,977

(57,585

)

74,392

Add:

Interest expense

-

-

-

-

33,297

33,297

Interest income

-

-

-

-

(1,217

)

(1,217

)

Income taxes

-

-

-

-

26,477

26,477

Depreciation and amortization expense9

14,239

15,163

10,251

39,653

-

39,653

Adjusted EBITDA8

$

81,677

$

74,020

$

15,933

$

171,630

$

972

$

172,602

Adjusted net revenue

$

411,085

$

365,735

$

126,059

$

902,879

-

$

902,879

Adjusted EBITDA margin8

19.9

%

20.2

%

12.6

%

19.0

%

NMP

19.1

%

Year Ended

Hygiene, Health and Consumable

Engineering

Construction

Corporate

H.B. Fuller

December 2, 2023

Adhesives

Adhesives

Adhesives

Total

Unallocated

Consolidated

Net income attributable to H.B. Fuller

$

222,404

$

192,635

$

13,602

$

428,641

$

(283,735

)

$

144,906

Adjustments:

Acquisition project costs1

-

-

-

-

16,874

16,874

Organizational realignment2

-

-

-

-

29,900

29,900

Project One3

-

-

-

-

9,815

9,815

Other5

-

-

-

-

(611

)

(611

)

Discrete tax items6

-

-

-

-

26,085

26,085

Income tax effect on adjustments7

-

-

-

-

(10,604

)

(10,604

)

Adjusted net income attributable to H.B. Fuller 8

222,404

192,635

13,602

428,641

(212,276

)

216,365

Add:

Interest expense

-

-

-

-

131,913

131,913

Interest income

-

-

-

-

(3,943

)

(3,943

)

Income taxes

-

-

-

-

78,047

78,047

Depreciation and amortization expense9

53,398

63,143

41,915

158,456

-

158,456

Adjusted EBITDA8

$

275,802

$

255,778

$

55,517

$

587,097

$

(6,259

)

$

580,838

Adjusted net revenue

$

1,601,487

$

1,428,744

$

480,703

$

3,510,934

-

$

3,510,934

Adjusted EBITDA margin8

17.2

%

17.9

%

11.5

%

16.7

%

NMP

16.5

%

Note: Adjusted EBITDA is a non-GAAP financial measure. The table above provides a reconciliation of adjusted EBITDA for each segment to net income attributable to H.B. Fuller for each segment, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

NMP = Non-meaningful percentage

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

NET REVENUE GROWTH (DECLINE)

(unaudited)

Net revenue growth versus 2023

Three Months Ended

Year Ended

November 30, 2024

November 30, 2024

Price

(1.5

)%

(2.7

)%

Volume

1.3

%

1.7

%

Organic Growth14

(0.2

)%

(1.0

)%

M&A

2.7

%

3.6

%

Constant Currency

2.5

%

2.6

%

F/X

(0.2

)%

(1.0

)%

Total H.B. Fuller Net Revenue Growth

2.3

%

1.6

%

Net revenue growth versus 2023

Three Months Ended

November 30, 2024

Net

Constant

Organic

Revenue

F/X

Currency

M&A

Growth14

Hygiene, Health and Consumable Adhesives

(3.7

)%

(1.5

)%

(2.2

)%

0.0

%

(2.2

)%

Engineering Adhesives

4.4

%

1.0

%

3.4

%

5.3

%

(1.9

)%

Construction Adhesives

15.5

%

0.8

%

14.7

%

4.2

%

10.5

%

Total H.B. Fuller

2.3

%

(0.2

)%

2.5

%

2.7

%

(0.2

)%

Net revenue growth versus 2023

Year Ended

November 30, 2024

Net

Constant

Organic

Revenue

F/X

Currency

M&A

Growth14

Hygiene, Health and Consumable Adhesives

(3.4

)%

(1.7

)%

(1.7

)%

2.3

%

(4.0

)%

Engineering Adhesives

2.1

%

(0.6

)%

2.7

%

3.7

%

(1.0

)%

Construction Adhesives

17.2

%

0.2

%

17.0

%

7.5

%

9.5

%

Total H.B. Fuller

1.6

%

(1.0

)%

2.6

%

3.6

%

(1.0

)%

14 We use the term "organic revenue" to refer to net revenue, excluding the effect of foreign currency changes and acquisitions and divestitures. Organic growth reflects adjustments for the impact of period-over-period changes in foreign currency exchange rates on revenues and the revenues associated with acquisitions and divestitures.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

Trailing Twelve

Three Months Ended

Months17 Ended

Year Ended

December 2, 2023

March 2, 2024

June 1, 2024

August 31, 2024

August 31, 2024

November 30, 2024

December 2, 2023

Net income attributable to H.B. Fuller

$

44,991

$

30,991

$

51,264

$

55,361

$

182,607

$

130,256

$

144,906

Adjustments:

Acquisition project costs1

4,765

2,043

1,467

3,474

11,749

11,035

16,874

Organizational realignment2

10,549

7,262

7,275

9,471

34,557

39,996

29,900

Project One3

2,193

3,213

2,845

3,154

11,405

11,885

9,815

Business divestiture4

-

-

-

-

-

47,267

-

Other5

(3,903

)

-

914

(2,904

)

(5,893

)

(1,981

)

(611

)

Discrete tax items15

16,955

(2,527

)

1,317

(2,937

)

12,808

(5,469

)

26,085

Income tax effect on adjustments5

(1,158

)

(3,290

)

(1,558

)

(1,624

)

(7,630

)

(15,811

)

(10,604

)

Adjusted net income attributable to H.B. Fuller8

74,392

37,692

63,524

63,995

239,603

217,178

216,365

Add:

Interest expense

33,297

31,901

32,313

35,287

132,798

133,122

131,913

Interest income

(1,217

)

(1,307

)

(1,197

)

(1,090

)

(4,812

)

(4,679

)

(3,943

)

Adjusted Income taxes

26,477

13,631

22,658

22,825

85,591

77,661

78,047

Depreciation and Amortization expense16

39,653

41,101

39,952

44,235

164,941

170,573

158,456

Adjusted EBITDA8

$

172,602

$

123,018

$

157,250

$

165,252

$

618,122

$

593,855

$

580,838

15 Discrete tax items for the three months ended March 2, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months ended June 1, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters and for the year ended November 30, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months and year ended December 2, 2023 are related to the tax impact of withholding tax recorded on earnings that are no longer permanently reinvested, as well as other various U.S. and foreign tax matters.

16 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($1,036) for the three months ended December 2, 2023, ($2,422) for the three months ended March 2, 2024, ($1,198) for the three months ended June 1, 2024, $194 for the three months ended August 31, 2024, ($4,137) for the year ended November 30, 2024 and ($1,384) for the year ended December 2, 2023.

17 Trailing twelve months adjusted EBITDA is a non-GAAP financial measure and is defined as adjusted EBITDA for the twelve-month period ended on the date presented. The table above provides a reconciliation of trailing twelve month adjusted EBITDA to net income attributable to H.B. Fuller for the trailing twelve-month period presented, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

August 31, 2024

November 30, 2024

December 2, 2023

Total debt

$

2,021,070

$

2,010,640

$

1,838,431

Less: Cash and cash equivalents

131,412

169,352

179,453

Net debt18

$

1,889,658

$

1,841,288

$

1,658,978

Trailing twelve months18 / Year ended Adjusted EBITDA

$

618,122

$

593,855

580,838

Net Debt-to-Adjusted EBITDA18

3.1

3.1

2.9

18 Net debt and net debt-to-adjusted EBITDA are non-GAAP financial measures. Net debt is defined as total debt less cash and cash equivalents. Net debt-to-adjusted EBITDA is defined as net debt divided by trailing twelve months adjusted EBITDA. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to total debt, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

August 31, 2024

November 30, 2024

December 2, 2023

Trade receivables, net

$

574,781

$

558,336

$

577,932

Inventory

509,029

467,498

442,040

Trade payables

493,550

491,435

439,700

Net working capital19

$

590,260

$

534,399

$

580,272

Net revenue three months ended

$

917,927

$

923,284

$

902,879

Annualized net revenue19

3,671,708

3,693,137

3,611,516

Net working capital as a percentage of annual net revenue19

16.1

%

14.5

%

16.1

%

19 Net working capital, annualized net revenue and net working capital as a percentage of annualized net revenue are non-GAAP financial measures. Net working capital is defined as trade receivables, net plus inventory less trade payables. Annualized net revenue is defined as net revenue for the three months ended on the date presented multiplied by four. Net working capital as a percentage of annualized net revenue is net working capital divided by annualized net revenue. The calculations of these non-GAAP financial measures are shown in the table above. The table above provides a reconciliation of each of these non-GAAP financial measures to the most directly comparable financial measure determined and reported in accordance with U.S. GAAP.

CONSOLIDATED BALANCE SHEETS

H.B. Fuller Company and Subsidiaries

(In thousands, except share and per share amounts)

November 30,

December 2,

2024

2023

Assets

Current assets:

Cash and cash equivalents

$

169,352

$

179,453

Trade receivables, net

558,336

577,932

Inventories

467,498

442,040

Other current assets

104,019

112,678

Total current assets

1,299,205

1,312,103

Property, plant and equipment, net

881,927

824,655

Goodwill

1,532,221

1,486,512

Other intangibles, net

770,226

729,140

Other assets

449,665

371,165

Total assets

$

4,933,244

$

4,723,575

Liabilities, non-controlling interest and total equity

Current liabilities:

Notes payable

$

587

$

1,841

Trade payables

491,435

439,700

Accrued compensation

106,005

95,680

Income taxes payable

24,225

47,688

Other accrued expenses

97,038

107,902

Total current liabilities

719,290

692,811

Long-term debt, net of current maturities

2,010,052

1,836,590

Accrued pension liabilities

51,755

50,189

Other liabilities

322,299

388,072

Total liabilities

3,103,396

2,967,662

Commitments and contingencies (Note 14)

Equity:

H.B. Fuller stockholders' equity:

Preferred stock (no shares outstanding) Shares authorized - 10,045,900

-

-

Common stock, par value $1.00 per share, Shares authorized - 160,000,000, Shares outstanding - 54,657,103 and 54,092,987 for 2024 and 2023, respectively

54,657

54,093

Additional paid-in capital

322,636

301,485

Retained Earnings

1,924,761

1,842,507

Accumulated other comprehensive loss

(473,395

)

(442,880

)

Total H.B. Fuller stockholders' equity

1,828,659

1,755,205

Non-controlling interest

1,189

708

Total equity

1,829,848

1,755,913

Total liabilities, non-controlling interest and total equity

$

4,933,244

$

4,723,575

CONSOLIDATED STATEMENTS of CASH FLOWS

H.B. Fuller Company and Subsidiaries

(In thousands)

Fiscal Years

November 30,

December 2,

December 3,

2024

2023

2022

Cash flows from operating activities:

Net income including non-controlling interest

$

130,395

$

144,988

$

180,407

Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:

Depreciation

91,054

80,327

72,593

Amortization

83,656

79,514

74,383

Deferred income taxes

(36,186

)

(25,114

)

(15,230

)

(Income) loss from equity method investments, net of dividends received

(537

)

1,259

(9

)

Foreign currency remeasurement

47,533

(28,011)

6,213

Loss on impairment of assets held for sale

47,267

-

-

Loss on impairment of cost method investment

1,966

-

-

Gain from insurance proceeds

(6,064

)

(Gain) loss on disposal of assets

(501

)

59

(1,195

)

Share-based compensation

21,914

19,911

24,368

Pension and other postretirement benefit plan contributions

(2,909

)

(4,346

)

(3,009

)

Pension and other postretirement benefit plan income

(14,444

)

(18,591

)

(24,021

)

Debt issuance cost write-off

-

2,689

-

Loss on fair value adjustment on contingent consideration liabilities

-

2,893

-

Change in assets and liabilities, net of effects of acquisitions:

Trade receivables, net

10,749

68,721

(24,753

)

Inventories

(30,099

)

72,576

(55,772

)

Other assets

(55,274

)

(7,927

)

46,499

Trade payables

47,915

(57,752

)

(22,629

)

Accrued compensation

12,653

(13,836

)

1,135

Other accrued expenses

6,008

(3,070

)

6,303

Income taxes payable

(23,090

)

41,190

(12,873

)

Other liabilities

(30,762

)

22,918

4,104

Net cash provided by operating activities

301,244

378,398

256,514

Cash flows from investing activities:

Purchased property, plant and equipment

(139,238

)

(119,137

)

(129,964

)

Purchased businesses, net of cash acquired

(273,863

)

(205,093

)

(250,807

)

Proceeds from sale of property, plant and equipment

1,152

5,029

1,556

Proceeds from insurance recoveries

6,064

-

-

Cash received from government grant

-

-

3,928

Net cash used in investing activities

(405,885

)

(319,201

)

(375,287

)

Cash flows from financing activities:

Proceeds from issuance of long-term debt

1,932,900

2,233,300

335,000

Repayment of long-term debt

(1,764,870

)

(2,126,450

)

(159,500

)

Payment of debt issue costs

(3,493

)

(10,214

)

(600

)

Net (payment on) proceeds from notes payable

(1,219

)

(28,674

)

3,455

Dividends paid

(47,598

)

(43,395

)

(39,207

)

Contingent consideration payment

-

(1,477

)

(5,000

)

Proceeds from stock options exercised

35,927

14,619

30,122

Repurchases of common stock

(39,558

)

(2,567

)

(3,950

)

Net cash provided by financing activities

112,089

35,142

160,320

Effect of exchange rate changes on cash and cash equivalents

(17,549

)

5,204

(23,423

)

Net change in cash and cash equivalents

(10,101

)

99,543

18,124

Cash and cash equivalents at beginning of year

179,453

79,910

61,786

Cash and cash equivalents at end of year

$

169,352

$

179,453

$

79,910

Steven Brazones
Investor Relations Contact
651-236-5060

Source: H.B. Fuller Company