Document And Entity Information
Document And Entity Information - shares | 6 Months Ended | |
Jun. 03, 2017 | Jun. 23, 2017 | |
Document Information [Line Items] | ||
Entity Registrant Name | FULLER H B CO | |
Entity Central Index Key | 39,368 | |
Trading Symbol | ful | |
Current Fiscal Year End Date | --12-02 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Voluntary Filers | No | |
Entity Well-known Seasoned Issuer | Yes | |
Entity Common Stock, Shares Outstanding (in shares) | 50,533,586 | |
Document Type | 10-Q | |
Document Period End Date | Jun. 3, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Net revenue | $ 561,651 | $ 532,514 | $ 1,064,974 | $ 1,006,840 |
Cost of sales | (415,613) | (374,258) | (779,940) | (710,979) |
Gross profit | 146,038 | 158,256 | 285,034 | 295,861 |
Selling, general and administrative expenses | (102,770) | (103,684) | (215,685) | (203,451) |
Special charges, net | (370) | (783) | ||
Other income (expense), net | (110) | (1,565) | 511 | (6,647) |
Interest expense | (8,148) | (6,597) | (16,528) | (12,905) |
Income before income taxes and income from equity method investments | 35,010 | 46,040 | 53,332 | 72,075 |
Income taxes | (11,151) | (14,290) | (16,916) | (23,050) |
Income from equity method investments, net of tax | 2,005 | 1,640 | 4,279 | 3,332 |
Net income including non-controlling interests | 25,864 | 33,390 | 40,695 | 52,357 |
Net income (loss) attributable to non-controlling interests | 3 | (59) | (33) | (108) |
Net income attributable to H.B. Fuller | $ 25,867 | $ 33,331 | $ 40,662 | $ 52,249 |
Basic (in dollars per share) | $ 0.51 | $ 0.66 | $ 0.81 | $ 1.04 |
Diluted (in dollars per share) | $ 0.50 | $ 0.65 | $ 0.79 | $ 1.02 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 50,496 | 50,145 | 50,369 | 50,052 |
Diluted (in shares) | 51,686 | 51,253 | 51,573 | 51,124 |
Dividends declared per common share (in dollars per share) | $ 0.15 | $ 0.14 | $ 0.29 | $ 0.27 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Net income including non-controlling interests | $ 25,864 | $ 33,390 | $ 40,695 | $ 52,357 |
Other comprehensive income | ||||
Foreign currency translation | 18,513 | 1,442 | 7,994 | 492 |
Defined benefit pension plans adjustment, net of tax | 1,593 | 690 | 3,183 | 3,355 |
Interest rate swaps, net of tax | 10 | 10 | 20 | 20 |
Cash-flow hedges, net of tax | (23) | (440) | 106 | (191) |
Other comprehensive income | 20,093 | 1,702 | 11,303 | 3,676 |
Comprehensive income | 45,957 | 35,092 | 51,998 | 56,033 |
Less: Comprehensive income attributable to non-controlling interests | 3 | 64 | 34 | 108 |
Comprehensive income attributable to H.B. Fuller | $ 45,954 | $ 35,028 | $ 51,964 | $ 55,925 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 94,102 | $ 142,245 |
Trade receivables (net of allowances of $12,376 and $12,310, as of June 3, 2017 and December 3, 2016, respectively) | 378,622 | 351,130 |
Inventories | 302,336 | 247,399 |
Other current assets | 75,380 | 70,479 |
Total current assets | 850,440 | 811,253 |
Property, plant and equipment | 1,111,423 | 1,093,141 |
Accumulated depreciation | (595,540) | (577,866) |
Property, plant and equipment, net | 515,883 | 515,275 |
Goodwill | 434,210 | 366,248 |
Other intangibles, net | 239,418 | 205,359 |
Other assets | 160,285 | 157,733 |
Total assets | 2,200,236 | 2,055,868 |
Current liabilities: | ||
Notes payable | 28,371 | 37,334 |
Current maturities of long-term debt | 10,000 | 80,178 |
Trade payables | 181,979 | 162,964 |
Accrued compensation | 49,193 | 52,444 |
Income taxes payable | 9,482 | 7,985 |
Other accrued expenses | 46,356 | 50,939 |
Total current liabilities | 325,381 | 391,844 |
Long-term debt, excluding current maturities | 747,738 | 585,759 |
Accrued pension liabilities | 69,245 | 73,545 |
Other liabilities | 66,121 | 62,174 |
Total liabilities | 1,208,485 | 1,113,322 |
Commitments and contingencies (Note 16) | ||
Redeemable non-controlling interest | 4,277 | |
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 – 50,517,212 and 50,141,343, as of June 3, 2017 and December 3, 2016, respectively | 50,517 | 50,141 |
Additional paid-in capital | 75,390 | 59,564 |
Retained earnings | 1,116,883 | 1,090,900 |
Accumulated other comprehensive loss | (251,427) | (262,729) |
Total H.B. Fuller stockholders' equity | 991,363 | 937,876 |
Non-controlling interests | 388 | 393 |
Total equity | 991,751 | 938,269 |
Total liabilities, redeemable non-controlling interest and total equity | $ 2,200,236 | $ 2,055,868 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
Allowance for doubtful accounts | $ 12,376 | $ 12,310 |
Preferred stock, shares authorized (in shares) | 10,045,900 | 10,045,900 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 1 | $ 1 |
Common stock, shares authorized (in shares) | 160,000,000 | 160,000,000 |
Common stock, shares outstanding (in shares) | 50,517,212 | 50,141,343 |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Total Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | AOCI Attributable to Parent [Member] | Noncontrolling Interest [Member] | Total |
Balance at Nov. 28, 2015 | $ 50,074 | $ 55,522 | $ 994,608 | $ (227,284) | $ 406 | $ 873,326 |
Comprehensive income (loss) | 124,128 | (35,445) | 226 | 88,909 | ||
Dividends | (27,836) | (27,836) | ||||
Stock option exercises | 519 | 10,750 | 11,269 | |||
Share-based compensation plans other, net | 116 | 14,485 | 14,601 | |||
Tax benefit on share-based compensation plans | 1,467 | 1,467 | ||||
Repurchases of common stock | (568) | (22,660) | (23,228) | |||
Redeemable non-controlling interest | (239) | (239) | ||||
Balance at Dec. 03, 2016 | 50,141 | 59,564 | 1,090,900 | (262,729) | 393 | 938,269 |
Comprehensive income (loss) | 40,662 | 11,302 | 34 | 51,998 | ||
Dividends | (14,679) | (14,679) | ||||
Stock option exercises | 407 | 13,519 | 13,926 | |||
Share-based compensation plans other, net | 148 | 9,553 | 9,701 | |||
Tax benefit on share-based compensation plans | 1,353 | 1,353 | ||||
Repurchases of common stock | (179) | (8,693) | (8,872) | |||
Purchase of redeemable non-controlling interest | 94 | 94 | ||||
Redeemable non-controlling interest | (39) | (39) | ||||
Balance at Jun. 03, 2017 | $ 50,517 | $ 75,390 | $ 1,116,883 | $ (251,427) | $ 388 | $ 991,751 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 03, 2017 | May 28, 2016 | |
Cash flows from operating activities: | ||
Net income including non-controlling interests | $ 40,695 | $ 52,357 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | ||
Depreciation | 23,971 | 25,067 |
Amortization | 15,229 | 13,486 |
Deferred income taxes | 7 | 1,101 |
Income from equity method investments, net of dividends received | (4,279) | (3,332) |
Gain on sale of assets | (91) | |
Share-based compensation | 8,843 | 6,968 |
Excess tax benefit from share-based compensation | (1,353) | (592) |
Gain on mark to market adjustment to contingent consideration liability | (3,603) | (891) |
Non-cash charge for sale of inventories revalued at acquisition | 193 | 103 |
Change in assets and liabilities, net of effects of acquisitions: | ||
Trade receivables, net | (9,890) | 13,280 |
Inventories | (45,390) | (9,059) |
Other assets | 12,602 | 9,948 |
Trade payables | 20,443 | (7,521) |
Accrued compensation | (4,666) | (2,925) |
Other accrued expenses | (6,259) | (6,434) |
Income taxes payable | 5,569 | (4,451) |
Accrued / prepaid pensions | (2,989) | (1,785) |
Other liabilities | (3,336) | 7,829 |
Other | (8,436) | (3,790) |
Net cash provided by operating activities | 32,794 | 82,603 |
Cash flows from investing activities: | ||
Purchased property, plant and equipment | (27,104) | (35,720) |
Purchased businesses, net of cash acquired | (123,305) | (9,123) |
Purchased investments | (1,250) | |
Proceeds from sale of property, plant and equipment | 868 | 870 |
Net cash used in investing activities | (150,791) | (43,973) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 598,000 | |
Repayment of long-term debt and payment of debt issuance costs | (508,024) | (11,250) |
Net (payment of) proceeds from notes payable | (10,287) | 11,246 |
Dividends paid | (14,614) | (13,537) |
Purchase of redeemable non-controlling interest | (3,127) | |
Proceeds from stock options exercised | 13,926 | 7,083 |
Excess tax benefit from share-based compensation | 1,353 | 592 |
Repurchases of common stock | (8,872) | (6,566) |
Net cash provided by (used in) financing activities | 68,355 | (12,432) |
Effect of exchange rate changes on cash and cash equivalents | 1,499 | 656 |
Net change in cash and cash equivalents | (48,143) | 26,854 |
Cash and cash equivalents at beginning of period | 142,245 | 119,168 |
Cash and cash equivalents at end of period | 94,102 | 146,022 |
Supplemental disclosure of cash flow information: | ||
Dividends paid with company stock | 65 | 124 |
Cash paid for interest, net of amount capitalized of $101 and $314 for the periods ended June 3, 2017 and May 28, 2016, respectively | 15,393 | 14,157 |
Cash paid for income taxes, net of refunds | $ 15,739 | $ 18,503 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) | 6 Months Ended | |
Jun. 03, 2017 | May 28, 2016 | |
Capitalized interest costs | $ 101 | $ 314 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Nature of Operations [Text Block] | Note 1 : Basis of Presentation The accompanying unaudited interim Condensed Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10 10 X. not not may The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10 December 3, 2016 On December 4, 2016, December 4, 2016 six May 28, 2016 December 3, 2016 not have been remeasured to reflect the difference between the exchange rate when the asset arose and the exchange rate on the date of the change in functional currency. As a result of this change in functional currency, we recorded an $11,317 six June 3, 2017. New Accounting Pronouncements In May 2017, No. 2017 09, Compensation—Stock Compensation (Topic 718 December 2, 2018 In March 2017, No. 2017 07, Compensation—Retirement Benefits (Topic 715 December 2, 2018 In February 2017, No. 2017 05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610 20 December 2, 2018. not In January 2017, No. 2017 04, Intangibles—Goodwill and Other (Topic 350 2 not November 29, 2020 In January 2017, No. 2017 01, Business Combinations (Topic 805 December 2, 2018. In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 December 2, 2018. not In October 2016, No. 2016 17, Consolidation (Topic 810 December 3, 2017. not In October 2016, No. 2016 16, Income Taxes (Topic 740 third December 2, 2018. In August 2016, No. 2016 15, Statement of Cash Flows (Topic 230 not December 2, 2018. In June 2016, No. 2016 13 , Financial Instruments - Credit Losses (Topic 326 November 29, 2020. In March 2016, No. 2016 09, Compensation - Stock Compensation (Topic 718 Our effective date for adoption of this guidance is our fiscal year beginning December 3, 2017. We are currently evaluating the effect that this guidance will have on our Consolidated Financial Statements. In March 2016, No. 2016 08, Revenue from Contracts with Customers (Topic 606 No. 2014 09 No. 2014 09 In February 2016, No. 2016 02, Leases (Subtopic 842 December 1, 2019 In January 2016, No. 2016 01, Financial Instruments - Overall (Subtopic 825 10 may not Our effective date for adoption of this guidance is our fiscal year beginning December 2, 2018. not In July 2015, No. 2015 11, Inventory (Topic 330 Inventory first first first December 3, 2017. not In May 2014, No. 2014 09, Revenue from Contracts with Customers (Topic 606 December 15, 2017 ( No. 2015 14 August 2015) December 2, 2018. 2015 14. We are continuing to evaluate the effect this guidance will have on our Consolidated Financial Statements, including potential impacts on the timing of revenue recognition and additional information that may We have identified an implementation project team and related oversight processes and have commenced the assessment phase of the project. We have not not |
Note 2 - Acquisitions
Note 2 - Acquisitions | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2: Wisdom Adhesives On January 27, 2017, The purchase price of $123,305 $548, six June 3, 2017. The acquisition fair value measurement was preliminary as of June 3, 2017, no twelve The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: Amount Current assets $ 13,741 Property, plant and equipment 10,516 Goodwill 60,557 Other intangibles Customer relationships 33,300 Trademarks/trade names 13,600 Current liabilities (8,409 ) Total purchase price $ 123,305 The preliminary expected lives of the acquired intangible assets are 15 10 Based on the preliminary fair value measurement of the assets acquired and liabilities assumed, we allocated $60,557 not not Cyberbond On June 8, 2016, The purchase price of $42,182, $332, $527, December 3, 2016. The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: Amount Current assets $ 4,425 Property, plant and equipment 2,038 Goodwill 23,654 Other intangibles Developed technology 2,000 Customer relationships 14,400 Trademarks/trade names 700 Other assets 161 Current liabilities (1,889 ) Long-term liabilities (3,307 ) Total purchase price $ 42,182 The expected lives of the acquired intangible assets are seven 15 10 Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated $23,654 $10,658. not not Advanced Adhesives On April 29, 2016, $10,365 $646, December 3, 2016 . The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: Amount Current assets $ 5,704 Property, plant and equipment 594 Goodwill 102 Other intangibles Customer relationships 7,575 Trademarks/trade names 146 Current liabilities (2,671 ) Long-term liabilities (1,085 ) Total purchase price $ 10,365 The expected lives of the acquired intangible assets are 15 one Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated $102 not not not |
Note 3 - Restructuring Actions
Note 3 - Restructuring Actions | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | Note 3 : Restructuring Actions Business Integration Project The integration of the industrial adhesives business we acquired in March 2012 two second six May 28, 2016, incurred costs of $370 $783 2016. 2017 Plan During the first 2017, “2017 2017 first 2017 2018. three six June 3, 2017, $5,634 $15,802, 2017 The following table summarizes the pre - tax distribution of restructuring charges by income statement classification: Three Months Ended Six Months Ended June 3, 2017 June 3, 2017 Cost of sales $ 5,252 $ 8,899 Selling, general and administrative 382 6,903 $ 5,634 $ 15,802 The following table summarizes the pre-tax impact of restructuring charges by segment: Three Months Ended Six Months Ended June 3, 2017 June 3, 2017 Americas Adhesives $ 39 $ 1,765 EIMEA 1,266 6,055 Asia Pacific 35 1,887 Construction Products 4,209 5,458 Engineering Adhesives 85 637 $ 5,634 $ 15,802 A summary of the restructuring liability during the six June 3, 2017 Employee- Related Asset-Related Other Total Balance at December 3, 2016 $ - $ - $ - $ - Expenses incurred 9,898 5,094 810 15,802 Non-cash charges - (4,291 ) - (4,291 ) Cash payments (5,810 ) (803 ) (505 ) (7,118 ) Foreign currency translation 261 - - 261 Balance at June 3, 2017 $ 4,349 $ - $ 305 $ 4,654 Non-cash charges include accelerated depreciation resulting from the cessation of use of certain long-lived assets and the recording of a provision related to the discontinuance of certain retail and wholesale products. Restructuring liabilities have been classified as a component of other accrued expenses on the Condensed Consolidated Balance Sheets. |
Note 4 - Inventories
Note 4 - Inventories | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 4: The composition of inventories is as follows: June 3, December 3, 2017 2016 Raw materials $ 149,629 $ 116,200 Finished goods 165,028 142,397 LIFO reserve (12,321 ) (11,198 ) Total inventories $ 302,336 $ 247,399 |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5 : Goodwill and Other Intangible Assets The goodwill activity for the six June 3, 2017 Americas Asia Construction Engineering Adhesives EIMEA Pacific Products Adhesives Total Balance at December 3, 2016 $ 59,821 $ 98,876 $ 17,481 $ 21,901 $ 168,169 $ 366,248 Acquisitions 60,557 1 - - - - 60,557 Currency impact (646 ) 4,844 339 22 2,846 7,405 Balance at June 3, 2017 $ 119,732 $ 103,720 $ 17,820 $ 21,923 $ 171,015 $ 434,210 1 Preliminary goodwill balance as of June 3, 2017. Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows: June 3, 2017 Amortizable Intangible Assets Purchased Technology & Patents Customer Relationships All Other Total Original cost $ 70,651 $ 289,181 $ 65,350 $ 425,182 Accumulated amortization (29,189 ) (123,054 ) (34,092 ) (186,335 ) Net identifiable intangibles $ 41,462 $ 166,127 $ 31,258 $ 238,847 December 3, 2016 Amortizable Intangible Assets Purchased Technology & Patents Customer Relationships All Other Total Original cost $ 70,504 $ 251,329 $ 51,116 $ 372,949 Accumulated amortization (21,448 ) (116,411 ) (30,198 ) (168,057 ) Net identifiable intangibles $ 49,056 $ 134,918 $ 20,918 $ 204,892 Amortization expense with respect to amortizable intangible assets was $7,874 $6,788 second June 3, 2017 May 28, 2016, $15,229 $13,486 six June 3, 2017 May 28, 2016, Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five Remainder of Fiscal Year 2017 2018 2019 2020 2021 Thereafter Amortization Expense $ 16,751 $ 32,398 $ 30,224 $ 27,843 $ 26,372 $ 105,259 Non-amortizable intangible assets as of June 3, 2017 $571 |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 6: On April 12, 2017, $400,000 $100,000 1.10 0.15 1.25 October 31, 2014. April 12, 2017 April 12, 2022. During the second June 3, 2017, $125,000 1 2.22 On February 14, 2017, $300,000 10 “4.000% February 15, 2027 4.00 $138,000 $158,750 $150,000 $300,000 4.000% 1 1.86 See Note 13 We adopted ASU No. 2015 03, Interest-Imputation of Interest (Subtopic 835 30 March 4, 2017 No. 2015 03 $2,386 December 3, 2016. |
Note 7 - Redeemable Non-control
Note 7 - Redeemable Non-controlling Interest | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 7: We account for the non-controlling interest in H.B. Fuller Kimya Sanayi Ticaret A.S. (“HBF Kimya”) as a redeemable non-controlling interest because both the non-controlling shareholder and H.B. Fuller had an option, exercisable beginning August 1, 2018, 24 1 5 13 €3,500. The results of operations for the HBF Kimya non-controlling interest is consolidated in our financial statements. Both the non-controlling interest and the accretion adjustment to redemption value are included in net income attributable to non-controlling interests in the Condensed Consolidated Statements of Income and in the carrying value of the redeemable non-controlling interest on the Condensed Consolidated Balance Sheets. HBF Kimya’s functional currency is the Turkish lira and changes in exchange rates affect the reported amount of the redeemable non-controlling interest. During the first 2017, we purchased the remaining shares from the non-controlling shareholder for €4,206. first 2017. Redeemable Non-Controlling Interest Balance at December 3, 2016 $ 4,277 Net income attributed to redeemable non-controlling interest 39 Purchase of redeemable non-controlling interest (4,468 ) Foreign currency translation adjustment 152 Balance at June 3, 2017 $ - |
Note 8 - Accounting for Share-b
Note 8 - Accounting for Share-based Compensation | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Disclosure of Compensation Related Costs, Share-based Payments [Text Block] | Note 8: Overview We have various share-based compensation programs which provide for equity awards including non-qualified stock options, restricted stock shares, restricted stock units, performance awards and deferred compensation. These equity awards fall under several plans and are described in detail in our Annual Report on Form 10 December 3, 2016. Grant-Date Fair Value We use the Black-Scholes option pricing model to calculate the grant-date fair value of an award. The fair value of options granted during the quarter ended June 3, 2017 May 28, 2016 Three Months Ended Six Months Ended June 3, 2017 May 28, 2016 June 3, 2017 May 28, 2016 Expected life (in years) 4.75 4.75 4.75 4.75 Weighted-average expected volatility 24.32% 28.55% 24.85% 29.01% Expected volatility 24.31% - 24.33% 28.00% - 29.20% 24.31% - 24.88% 28.00% - 29.23% Risk-free interest rate 1.81% 1.25% 1.89% 1.43% Expected dividend yield 1.11% 1.27% 1.12% 1.55% Weighted-average fair value of grants $10.90 $9.81 $10.81 $7.72 Expected life – We use historical employee exercise and option expiration data to estimate the expected life assumption for the Black-Scholes grant-date valuation. We believe that this historical data is currently the best estimate of the expected term of a new option. We use a weighted-average expected life for all awards. Expected volatility – Volatility is calculated using our stock’s historical volatility for the same period of time as the expected life. We have no Risk-free interest rate – The rate is based on the U.S. Treasury yield curve in effect at the time of the grant for the same period of time as the expected life. Expected dividend yield – The calculation is based on the total expected annual dividend payout divided by the average stock price. Expense We use the straight-line attribution method to recognize share-based compensation expense for option awards, restricted stock shares and restricted stock units with graded and cliff vesting. Incentive stock options and performance awards are based on certain performance-based metrics and the expense is adjusted quarterly, based on our projections of the achievement of those metrics. The amount of share-based compensation expense recognized during a period is based on the value of the portion of the awards that are ultimately expected to vest. The expense is recognized over the requisite service period, which for us is the period between the grant date and the earlier of the award’s stated vesting term or the date the employee is eligible for early vesting based on the terms of the plans. Total share-based compensation expense of $3,811 $2,701 second June 3, 2017 May 28, 2016, $8,843 $6,968 six June 3, 2017 May 28, 2016, second June 3, 2017 May 28, 2016, $300 $933 six June 3, 2017 May 28, 2016, $1,353 $592 As of June 3, 2017, $10,198 1.4 $16,463, 1.5 Stock Option Activity The stock option activity for the six June 3, 2017 Average Options Exercise Price Outstanding at December 3, 2016 2,986,481 $ 34.92 Granted 717,596 50.04 Exercised (407,288 ) 34.19 Forfeited or cancelled (74,113 ) 36.84 Outstanding at June 3, 2017 3,222,676 $ 38.34 The total fair value of options granted during the quarter ended June 3, 2017 May 28, 2016 $373 $324, second June 3, 2017 May 28, 2016 $2,204 $7,265, six June 3, 2017 May 28, 2016 $7,757 $6,462, six June 3, 2017 May 28, 2016 $6,624 $7,276, Proceeds received from option exercises during the second June 3, 2017 May 28, 2016 $5,377 $7,051, $13,926 $7,083 six June 3, 2017 May 28, 2016. Restricted Stock Activity The nonvested restricted stock activity for the quarter ended June 3, 2017 Weighted- Weighted- Average Average Remaining Grant Contractual Date Fair Life Units Shares Total Value (in Years) Nonvested at December 3, 2016 352,744 36,953 389,697 $ 38.36 1.0 Granted 281,507 - 281,507 51.31 1.7 Vested (149,095 ) (36,953 ) (186,048 ) 39.79 - Forfeited (17,400 ) - (17,400 ) 37.86 1.5 Nonvested at June 3, 2017 467,756 - 467,756 $ 44.68 1.5 Total fair value of restricted stock vested during the second June 3, 2017 May 28, 2016 $432 $179, six June 3, 2017 May 28, 2016 $7,402 $6,012, June 3, 2017 $21,214. We repurchased 3,122 1,106 second June 3, 2017 May 28, 2016, 53,809 67,533 six June 3, 2017 May 28, 2016, Deferred Compensation Activity We have a Directors’ Deferred Compensation plan that allows non-employee directors to defer all or a portion of their directors’ compensation in a number of investment choices, including units representing shares of our common stock. We also have a Key Employee Deferred Compensation Plan that allows key employees to defer a portion of their eligible compensation in a number of investment choices, including units, representing shares of our common stock. We provide a 10 six June 3, 2017 Non-employee Directors Employees Total Units outstanding December 3, 2016 424,319 41,116 465,435 Participant contributions 8,373 4,582 12,955 Company match contributions 837 458 1,295 Payouts (14,143 ) (7,712 ) (21,855 ) Units outstanding June 3, 2017 419,386 38,444 457,830 Deferred compensation units are fully vested at the date of contribution. |
Note 9 - Components of Net Peri
Note 9 - Components of Net Periodic Cost (Benefit) Related to Pension and Other Postretirement Benefit Plans | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 9: Three Months Ended June 3, 2017 and May 28, 2016 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2017 2016 2017 2016 2017 2016 Service cost $ 28 $ 27 $ 512 $ 481 $ 52 $ 84 Interest cost 3,603 3,768 1,147 1,366 398 480 Expected return on assets (6,364 ) (6,077 ) (2,400 ) (2,483 ) (1,447 ) (1,342 ) Amortization: Prior service cost 7 7 (1 ) (1 ) - (10 ) Actuarial loss 1,307 1,293 846 753 253 532 Net periodic (benefit) cost $ (1,419 ) $ (982 ) $ 104 $ 116 $ (744 ) $ (256 ) Six Months Ended June 3, 2017 and May 28, 2016 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2017 2016 2017 2016 2017 2016 Service cost $ 56 $ 54 $ 1,020 $ 961 $ 104 $ 168 Interest cost 7,206 7,535 2,291 2,733 796 960 Expected return on assets (12,728 ) (12,154 ) (4,791 ) (4,965 ) (2,894 ) (2,684 ) Amortization: Prior service cost 14 14 (2 ) (2 ) - (20 ) Actuarial loss 2,614 2,586 1,688 1,505 506 1,064 Net periodic (benefit) cost $ (2,838 ) $ (1,965 ) $ 206 $ 232 $ (1,488 ) $ (512 ) |
Note 10 - Accumulated Other Com
Note 10 - Accumulated Other Comprehensive Income (Loss) | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Text Block] | Note 10: The following table provides details of total comprehensive income (loss): Three Months Ended June 3, 2017 Three Months Ended May 28, 2016 H.B. Fuller Stockholders Non- controlling Interests H.B. Fuller Stockholders Non- controlling Interests Pre-tax Tax Net Net Pre-tax Tax Net Net Net income including non-controlling interests - - $ 25,867 $ (3 ) - - $ 33,331 $ 59 Foreign currency translation adjustment¹ $ 18,507 - 18,507 6 $ 1,437 - 1,437 5 Reclassification to earnings: Defined benefit pension plans adjustment² 2,412 $ (819 ) 1,593 - 1,173 $ (483 ) 690 - Interest rate swap³ 16 (6) 10 - 16 (6 ) 10 - Cash-flow hedges³ (37 ) 14 (23 ) - (711 ) 271 (440 ) - Other comprehensive income (loss) $ 20,898 $ (811 ) 20,087 6 $ 1,915 $ (218 ) 1,697 5 Comprehensive income (loss) $ 45,954 $ 3 $ 35,028 $ 64 Six Months Ended June 3, 2017 Six Months Ended May 28, 2016 H.B. Fuller Stockholders Non- controlling Interests H.B. Fuller Stockholders Non- controlling Interests Pretax Tax Net Net Pretax Tax Net Net Net income including non-controlling interests - - $ 40,662 $ 33 - - $ 52,249 $ 108 Foreign currency translation adjustment¹ $ 7,993 - 7,993 1 $ 492 - 492 - Reclassification to earnings: Defined benefit pension plans adjustment² 4,820 $ (1,637 ) 3,183 - 5,170 $ (1,815 ) 3,355 - Interest rate swap³ 32 (12 ) 20 - 29 (9 ) 20 - Cash-flow hedges³ 171 (65 ) 106 - (308 ) 117 (191 ) - Other comprehensive income (loss) $ 13,016 $ (1,714 ) 11,302 1 $ 5,383 $ (1,707 ) 3,676 - Comprehensive income (loss) $ 51,964 $ 34 $ 55,925 $ 108 ¹ Income taxes are not 1, six June 3, 2017 ² Loss reclassified from accumulated other comprehensive income ("AOCI") into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, SG&A expense and special charges, net. ³ Loss reclassified from AOCI into earnings is reported in other income (expense), net. The components of accumulated other comprehensive loss is as follows: June 3, 2017 Total H.B. Fuller Stockholders Non-controlling Interests Foreign currency translation adjustment $ (77,453 ) $ (77,388 ) $ (65 ) Defined benefit pension plans adjustment, net of taxes of $89,097 (172,918 ) (172,918 ) - Interest rate swap, net of taxes of ($30) 48 48 - Cash-flow hedges, net of taxes of $720 (1,169 ) (1,169 ) - Accumulated other comprehensive loss $ (251,492 ) $ (251,427 ) $ (65 ) December 3, 2016 Total H.B. Fuller Stockholders Non-controlling Interests Foreign currency translation adjustment $ (85,447 ) $ (85,381 ) $ (66 ) Defined benefit pension plans adjustment, net of taxes of $90,734 (176,101 ) (176,101 ) - Interest rate swap, net of taxes of ($17) 28 28 - Cash-flow hedges, net of taxes of $785 (1,275 ) (1,275 ) - Accumulated other comprehensive loss $ (262,795 ) $ (262,729 ) $ (66 ) |
Note 11 - Income Taxes
Note 11 - Income Taxes | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 11 : Income Taxes As of June 3, 2017, $4,508 740, Income Taxes, $4,165 December 3, 2016. June 3, 2017, $717 June 3, 2017, $154. |
Note 12 - Earnings Per Share
Note 12 - Earnings Per Share | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Earnings Per Share [Text Block] | Note 12: A reconciliation of the common share components for the basic and diluted earnings per share calculations is as follows: Three Months Ended Six Months Ended June 3, May 28, June 3, May 28, (Shares in thousands) 2017 2016 2017 2016 Weighted-average common shares - basic 50,496 50,145 50,369 50,052 Equivalent shares from share-based compensations plans 1,190 1,108 1,204 1,072 Weighted-average common and common equivalent shares - diluted 51,686 51,253 51,573 51,124 Basic earnings per share is calculated by dividing net income attributable to H.B. Fuller by the weighted-average number of common shares outstanding during the applicable period. Diluted earnings per share is based upon the weighted-average number of common and common equivalent shares outstanding during the applicable period. The difference between basic and diluted earnings per share is attributable to share-based compensation awards. We use the treasury stock method to calculate the effect of outstanding shares, which computes total employee proceeds as the sum of (a) the amount the employee must pay upon exercise of the award, (b) the amount of unearned share-based compensation costs attributed to future services and (c) the amount of tax benefits, if any, that would be credited to additional paid-in capital assuming exercise of the award. Share-based compensation awards for which total employee proceeds exceed the average market price over the applicable period have an antidilutive effect on earnings per share, and accordingly, are excluded from the calculation of diluted earnings per share. Options to purchase 6,857 406,028 $52.75 $48.59 June 3, 2017 May 28, 2016, 132,560 950,516 $50.17 $44.10 six June 3, 2017 May 28, 2016, |
Note 13 - Financial Instruments
Note 13 - Financial Instruments | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Derivative Instruments and Hedging Activities Disclosure [Text Block] | Note 13: Overview As a result of being a global enterprise, our earnings, cash flows and financial position are exposed to foreign currency risk from foreign currency denominated receivables and payables. We use foreign currency forward contracts, cross-currency swaps, and interest rate swaps to manage risks associated with foreign currency exchange rates and interest rates. We do not no We are exposed to credit risk in the event of nonperformance of counterparties for foreign currency forward exchange contracts and interest rate swap agreements. We select investment-grade multinational banks and financial institutions as counterparties for derivative transactions and monitor the credit quality of each of these banks on periodic basis as warranted. We do not de minimis Cash Flow Hedges Effective February 24, 2017, $42,600 2020. Effective October 7, 2015, three $134,736 first 2017, second 2018 third 2019. As of June 3, 2017, $5,054 two June 3, 2017 $7 six June 3, 2017 $1,169 June 3, 2017. June 3, 2017 twelve $719. June 3, 2017, not not The following table summarizes the cross-currency swaps outstanding as of June 3, 2017: Fiscal Year of Expiration Interest Rate Notional Value Fair Value Pay EUR 2017 3.05 % $ 44,912 $ (378 ) Receive USD 3.9145 % Pay EUR 2018 3.45 % $ 44,912 $ (847 ) Receive USD 4.5374 % Pay EUR 2019 3.80 % $ 44,912 $ (1,248 ) Receive USD 5.0530 % Pay EUR 2020 1.95 % $ 42,600 $ (2,581 ) Receive USD 4.30375 % Total $ 177,336 $ (5,054 ) Except for the cross-currency swap agreements listed above, foreign currency derivative instruments outstanding are not 14 As of June 3, 2017, June 15, 2017 April 13, 2018. $328 June 3, 2017. Fair Value Hedges During the second June 3, 2017, $125,000 1 2.22 $993 June 3, 2017 5.61% no no We entered into interest rate swap agreements to convert $150,000 $300,000 4.000% February 14, 2017 1 1.86 6 4.000% $1,007 June 3, 2017 4.000% no no We entered into interest rate swap agreements to convert $75,000 November 2009 June 3, 2017, one $25,000 5.61% December 16, 2009 6 1.78 $1,160 June 3, 2017 $1,224 June 3, 2017 $1,579 December 3, 2016 two six June 3, 2017 May 28, 2016, $91 $48, Concentrations of credit risk with respect to trade accounts receivable are limited due to the large number of entities in the customer base and their dispersion across many different industries and countries. As of June 3, 2017, no |
Note 14 - Fair Value Measuremen
Note 14 - Fair Value Measurements | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Fair Value Disclosures [Text Block] | Note 14: Overview Estimates of fair value for financial assets and liabilities are based on the framework established in the accounting guidance for fair value measurements. The framework defines fair value, provides guidance for measuring fair value and requires certain disclosures. The framework discusses valuation techniques, such as the market approach (comparable market prices), the income approach (present value of future income or cash flow) and the cost approach (cost to replace the service capacity of an asset or replacement cost). The framework utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three three ● Level 1: ● Level 2: not ● Level 3: Balances Measured at Fair Value on a Recurring Basis The following table presents information about our financial assets and liabilities that are measured at fair value on a recurring basis as of June 3, 2017 December 3, 2016, June 3, Fair Value Measurements Using: Description 2017 Level 1 Level 2 Level 3 Assets: Marketable securities $ 2,763 $ 2,763 $ - $ - Foreign exchange contract assets 2,359 - 2,359 - Interest rate swaps 3,224 - 3,224 - Liabilities: Foreign exchange contract liabilities $ 2,031 $ - $ 2,031 $ - Contingent consideration liability 1,082 - - 1,082 Cash-flow hedges 5,054 - 5,054 - December 3, Fair Value Measurements Using: Description 2016 Level 1 Level 2 Level 3 Assets: Marketable securities $ 1,020 $ 1,020 $ - $ - Foreign exchange contract assets 11,697 - 11,697 - Interest rate swaps 1,579 - 1,579 - Cash-flow hedges 4,654 - 4,654 - Liabilities: Foreign exchange contract liabilities $ 6,925 $ - $ 6,925 $ - Contingent consideration liability 4,720 - - 4,720 Long-term debt had an estimated fair value of $791,936 $693,283 June 3, 2017 December 3, 2016, not We use the income approach in calculating the fair value of our contingent consideration liability using a real option model with Level 3 six June 3, 2017 Amount Balance at December 3, 2016 $ 4,720 Mark to market adjustment (3,603 ) Foreign currency translation adjustment (35 ) Balance at June 3, 2017 $ 1,082 Subsequent to the second 2017, $1,100 second 2017 |
Note 15 - Share Repurchase Prog
Note 15 - Share Repurchase Program | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 15 : Share Repurchase Program On April 6, 2017, $200,000 five September 30, 2010 six June 3, 2017, no April 6, 2017 During the six June 3, 2017, September 30, 2010 $6,284. $125 $6 , 159 six May 28, 2016, $4,210. $125 $4,085 |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Commitments and Contingencies Disclosure [Text Block] | Note 16 : Commitments and Contingencies Environmental Matters From time to time, we become aware of compliance matters relating to, or receive notices from, federal, state or local entities regarding possible or alleged violations of environmental, health or safety laws and regulations. We review the circumstances of each individual site, considering the number of parties involved, the level of potential liability or our contribution relative to the other parties, the nature and magnitude of the hazardous substances involved, the method and extent of remediation, the estimated legal and consulting expense with respect to each site and the time period over which any costs would likely be incurred. Also, from time to time, we are identified as a potentially responsible party (“PRP”) under the Comprehensive Environmental Response, Compensation and Liability Act and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances. We are also subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish a financial provision. Currently we are involved in various environmental investigations, clean up activities and administrative proceedings and lawsuits. In particular, we are currently deemed a PRP in conjunction with numerous other parties, in a number of government enforcement actions associated with landfills and/or hazardous waste sites. As a PRP, we may not Other Legal Proceedings From time to time and in the ordinary course of business, we are a party to, or a target of, lawsuits, claims, investigations and proceedings, including product liability, personal injury, contract, patent and intellectual property, environmental, health and safety, tax and employment matters. While we are unable to predict the outcome of these matters, we have concluded, based upon currently available information, that the ultimate resolution of any pending matter, individually or in the aggregate, including the asbestos litigation described in the following paragraphs, will not We have been named as a defendant in lawsuits in which plaintiffs have alleged injury due to products containing asbestos manufactured more than 30 A significant portion of the defense costs and settlements in asbestos-related litigation is paid by third 1976 third third third In addition to the indemnification arrangements with third A summary of the number of and settlement amounts for asbestos-related lawsuits and claims is as follows: Six Months Ended 3 Years Ended June 3, 2017 May 28, 2016 December 3, 2016 Lawsuits and claims settled 7 4 33 Settlement amounts $ 1,423 $ 343 $ 3,061 Insurance payments received or expected to be received $ 1,132 $ 251 $ 2,253 We do not Based on currently available information, we have concluded that the resolution of any pending matter, including asbestos-related litigation, individually or in the aggregate, will not |
Note 17 - Operating Segments
Note 17 - Operating Segments | 6 Months Ended |
Jun. 03, 2017 | |
Notes to Financial Statements | |
Segment Reporting Disclosure [Text Block] | Note 17 : Operating Segments We are required to report segment information in the same way that we internally organize our business for assessing performance and making decisions regarding allocation of resources. For segment evaluation by the chief operating decision maker, segment operating income is identified as gross profit less SG&A expenses. Segment operating income excludes special charges, net. Corporate expenses are fully allocated to each operating segment. Corporate assets are not The table below provides certain information regarding net revenue and segment operating income for each of our operating segments: Three Months Ended June 3, 2017 May 28, 2016 Inter- Segment Inter- Segment Trade Segment Operating Trade Segment Operating Revenue Revenue Income (Loss) Revenue Revenue Income Americas Adhesives $ 229,622 $ 4,048 $ 26,455 $ 206,147 $ 4,095 $ 35,884 EIMEA 135,226 4,452 8,083 139,897 4,494 11,027 Asia Pacific 64,466 1,416 4,751 60,119 1,309 3,036 Construction Products 63,754 - (1,853 ) 67,634 51 2,534 Engineering Adhesives 68,583 - 5,832 58,717 - 2,091 Total $ 561,651 $ 43,268 $ 532,514 $ 54,572 Six Months Ended June 3, 2017 May 28, 2016 Inter- Segment Inter- Segment Trade Segment Operating Trade Segment Operating Revenue Revenue Income Revenue Revenue Income Americas Adhesives $ 422,784 $ 7,857 $ 47,488 $ 389,466 $ 7,725 $ 62,143 EIMEA 259,265 7,899 9,880 264,188 9,765 17,190 Asia Pacific 127,112 2,503 6,630 113,979 2,261 6,789 Construction Products 120,800 - (2,536 ) 127,708 155 3,319 Engineering Adhesives 135,013 - 7,887 111,499 - 2,969 Total $ 1,064,974 $ 69,349 $ 1,006,840 $ 92,410 The table below provides a reconciliation of segment operating income to income before income taxes and income from equity method investments: Three Months Ended Six Months Ended June 3, May 28, June 3, May 28, 2017 2016 2017 2016 Segment operating income $ 43,268 $ 54,572 $ 69,349 $ 92,410 Special charges, net - (370 ) - (783 ) Other income (expense), net (110 ) (1,565 ) 511 (6,647 ) Interest expense (8,148 ) (6,597 ) (16,528 ) (12,905 ) Income before income taxes and income from equity method investments $ 35,010 $ 46,040 $ 53,332 $ 72,075 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 03, 2017 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | The accompanying unaudited interim Condensed Consolidated Financial Statements of H.B. Fuller Company and Subsidiaries have been prepared in accordance with U.S. generally accepted accounting principles for interim financial information and the instructions to Form 10 10 X. not not may The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ from these estimates. These unaudited interim Condensed Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10 December 3, 2016 On December 4, 2016, December 4, 2016 six May 28, 2016 December 3, 2016 not have been remeasured to reflect the difference between the exchange rate when the asset arose and the exchange rate on the date of the change in functional currency. As a result of this change in functional currency, we recorded an $11,317 six June 3, 2017. New Accounting Pronouncements In May 2017, No. 2017 10, Compensation—Stock Compensation (Topic 718 December 2, 2018 In March 2017, No. 2017 07, Compensation—Retirement Benefits (Topic 715 December 2, 2018 In February 2017, No. 2017 05, Other Income—Gains and Losses from the Derecognition of Nonfinancial Assets (Subtopic 610 20 December 2, 2018. not In January 2017, No. 2017 04, Intangibles—Goodwill and Other (Topic 350 2 not November 29, 2020 In January 2017, No. 2017 01, Business Combinations (Topic 805 December 2, 2018. In November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 December 2, 2018. not In October 2016, No. 2016 17, Consolidation (Topic 810 December 3, 2017. not In October 2016, No. 2016 16, Income Taxes (Topic 740 third December 2, 2018. In August 2016, No. 2016 15, Statement of Cash Flows (Topic 230 not December 2, 2018. In June 2016, No. 2016 13 , Financial Instruments - Credit Losses (Topic 326 November 29, 2020. In March 2016, No. 2016 09, Compensation - Stock Compensation (Topic 718 Our effective date for adoption of this guidance is our fiscal year beginning December 3, 2017. We are currently evaluating the effect that this guidance will have on our Consolidated Financial Statements. In March 2016, No. 2016 08, Revenue from Contracts with Customers (Topic 606 No. 2014 09 No. 2014 09 In February 2016, No. 2016 02, Leases (Subtopic 842 December 1, 2019 In January 2016, No. 2016 01, Financial Instruments - Overall (Subtopic 825 10 may not Our effective date for adoption of this guidance is our fiscal year beginning December 2, 2018. not In July 2015, No. 2015 11, Inventory (Topic 330 Inventory first first first December 3, 2017. not In May 2014, No. 2014 09, Revenue from Contracts with Customers (Topic 606 December 15, 2017 ( No. 2015 14 August 2015) December 2, 2018. 2015 14. We are continuing to evaluate the effect this guidance will have on our Consolidated Financial Statements, including potential impacts on the timing of revenue recognition and additional information that may We have identified an implementation project team and related oversight processes and have commenced the assessment phase of the project. We have not not |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Amount Current assets $ 5,704 Property, plant and equipment 594 Goodwill 102 Other intangibles Customer relationships 7,575 Trademarks/trade names 146 Current liabilities (2,671 ) Long-term liabilities (1,085 ) Total purchase price $ 10,365 |
Cyberbond LLC [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Amount Current assets $ 4,425 Property, plant and equipment 2,038 Goodwill 23,654 Other intangibles Developed technology 2,000 Customer relationships 14,400 Trademarks/trade names 700 Other assets 161 Current liabilities (1,889 ) Long-term liabilities (3,307 ) Total purchase price $ 42,182 |
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | |
Notes Tables | |
Schedule of Business Acquisitions, by Acquisition [Table Text Block] | Amount Current assets $ 13,741 Property, plant and equipment 10,516 Goodwill 60,557 Other intangibles Customer relationships 33,300 Trademarks/trade names 13,600 Current liabilities (8,409 ) Total purchase price $ 123,305 |
Note 3 - Restructuring Actions
Note 3 - Restructuring Actions (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Three Months Ended Six Months Ended June 3, 2017 June 3, 2017 Cost of sales $ 5,252 $ 8,899 Selling, general and administrative 382 6,903 $ 5,634 $ 15,802 |
Schedule of Restructuring Charges by Segment [Table Text Block] | Three Months Ended Six Months Ended June 3, 2017 June 3, 2017 Americas Adhesives $ 39 $ 1,765 EIMEA 1,266 6,055 Asia Pacific 35 1,887 Construction Products 4,209 5,458 Engineering Adhesives 85 637 $ 5,634 $ 15,802 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | Employee- Related Asset-Related Other Total Balance at December 3, 2016 $ - $ - $ - $ - Expenses incurred 9,898 5,094 810 15,802 Non-cash charges - (4,291 ) - (4,291 ) Cash payments (5,810 ) (803 ) (505 ) (7,118 ) Foreign currency translation 261 - - 261 Balance at June 3, 2017 $ 4,349 $ - $ 305 $ 4,654 |
Note 4 - Inventories (Tables)
Note 4 - Inventories (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | June 3, December 3, 2017 2016 Raw materials $ 149,629 $ 116,200 Finished goods 165,028 142,397 LIFO reserve (12,321 ) (11,198 ) Total inventories $ 302,336 $ 247,399 |
Note 5 - Goodwill and Other I30
Note 5 - Goodwill and Other Intangible Assets (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | June 3, 2017 Amortizable Intangible Assets Purchased Technology & Patents Customer Relationships All Other Total Original cost $ 70,651 $ 289,181 $ 65,350 $ 425,182 Accumulated amortization (29,189 ) (123,054 ) (34,092 ) (186,335 ) Net identifiable intangibles $ 41,462 $ 166,127 $ 31,258 $ 238,847 December 3, 2016 Amortizable Intangible Assets Purchased Technology & Patents Customer Relationships All Other Total Original cost $ 70,504 $ 251,329 $ 51,116 $ 372,949 Accumulated amortization (21,448 ) (116,411 ) (30,198 ) (168,057 ) Net identifiable intangibles $ 49,056 $ 134,918 $ 20,918 $ 204,892 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Remainder of Fiscal Year 2017 2018 2019 2020 2021 Thereafter Amortization Expense $ 16,751 $ 32,398 $ 30,224 $ 27,843 $ 26,372 $ 105,259 |
Operating Segments [Member] | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Americas Asia Construction Engineering Adhesives EIMEA Pacific Products Adhesives Total Balance at December 3, 2016 $ 59,821 $ 98,876 $ 17,481 $ 21,901 $ 168,169 $ 366,248 Acquisitions 60,557 1 - - - - 60,557 Currency impact (646 ) 4,844 339 22 2,846 7,405 Balance at June 3, 2017 $ 119,732 $ 103,720 $ 17,820 $ 21,923 $ 171,015 $ 434,210 |
Note 7 - Redeemable Non-contr31
Note 7 - Redeemable Non-controlling Interest (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Redeemable Noncontrolling Interest [Table Text Block] | Redeemable Non-Controlling Interest Balance at December 3, 2016 $ 4,277 Net income attributed to redeemable non-controlling interest 39 Purchase of redeemable non-controlling interest (4,468 ) Foreign currency translation adjustment 152 Balance at June 3, 2017 $ - |
Note 8 - Accounting for Share32
Note 8 - Accounting for Share-based Compensation (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Three Months Ended Six Months Ended June 3, 2017 May 28, 2016 June 3, 2017 May 28, 2016 Expected life (in years) 4.75 4.75 4.75 4.75 Weighted-average expected volatility 24.32% 28.55% 24.85% 29.01% Expected volatility 24.31% - 24.33% 28.00% - 29.20% 24.31% - 24.88% 28.00% - 29.23% Risk-free interest rate 1.81% 1.25% 1.89% 1.43% Expected dividend yield 1.11% 1.27% 1.12% 1.55% Weighted-average fair value of grants $10.90 $9.81 $10.81 $7.72 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Average Options Exercise Price Outstanding at December 3, 2016 2,986,481 $ 34.92 Granted 717,596 50.04 Exercised (407,288 ) 34.19 Forfeited or cancelled (74,113 ) 36.84 Outstanding at June 3, 2017 3,222,676 $ 38.34 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Weighted- Weighted- Average Average Remaining Grant Contractual Date Fair Life Units Shares Total Value (in Years) Nonvested at December 3, 2016 352,744 36,953 389,697 $ 38.36 1.0 Granted 281,507 - 281,507 51.31 1.7 Vested (149,095 ) (36,953 ) (186,048 ) 39.79 - Forfeited (17,400 ) - (17,400 ) 37.86 1.5 Nonvested at June 3, 2017 467,756 - 467,756 $ 44.68 1.5 |
Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments [Table Text Block] | Non-employee Directors Employees Total Units outstanding December 3, 2016 424,319 41,116 465,435 Participant contributions 8,373 4,582 12,955 Company match contributions 837 458 1,295 Payouts (14,143 ) (7,712 ) (21,855 ) Units outstanding June 3, 2017 419,386 38,444 457,830 |
Note 9 - Components of Net Pe33
Note 9 - Components of Net Periodic Cost (Benefit) Related to Pension and Other Postretirement Benefit Plans (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Net Benefit Costs [Table Text Block] | Three Months Ended June 3, 2017 and May 28, 2016 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2017 2016 2017 2016 2017 2016 Service cost $ 28 $ 27 $ 512 $ 481 $ 52 $ 84 Interest cost 3,603 3,768 1,147 1,366 398 480 Expected return on assets (6,364 ) (6,077 ) (2,400 ) (2,483 ) (1,447 ) (1,342 ) Amortization: Prior service cost 7 7 (1 ) (1 ) - (10 ) Actuarial loss 1,307 1,293 846 753 253 532 Net periodic (benefit) cost $ (1,419 ) $ (982 ) $ 104 $ 116 $ (744 ) $ (256 ) Six Months Ended June 3, 2017 and May 28, 2016 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2017 2016 2017 2016 2017 2016 Service cost $ 56 $ 54 $ 1,020 $ 961 $ 104 $ 168 Interest cost 7,206 7,535 2,291 2,733 796 960 Expected return on assets (12,728 ) (12,154 ) (4,791 ) (4,965 ) (2,894 ) (2,684 ) Amortization: Prior service cost 14 14 (2 ) (2 ) - (20 ) Actuarial loss 2,614 2,586 1,688 1,505 506 1,064 Net periodic (benefit) cost $ (2,838 ) $ (1,965 ) $ 206 $ 232 $ (1,488 ) $ (512 ) |
Note 10 - Accumulated Other C34
Note 10 - Accumulated Other Comprehensive Income (Loss) (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Comprehensive Income (Loss) [Table Text Block] | Three Months Ended June 3, 2017 Three Months Ended May 28, 2016 H.B. Fuller Stockholders Non- controlling Interests H.B. Fuller Stockholders Non- controlling Interests Pre-tax Tax Net Net Pre-tax Tax Net Net Net income including non-controlling interests - - $ 25,867 $ (3 ) - - $ 33,331 $ 59 Foreign currency translation adjustment¹ $ 18,507 - 18,507 6 $ 1,437 - 1,437 5 Reclassification to earnings: Defined benefit pension plans adjustment² 2,412 $ (819 ) 1,593 - 1,173 $ (483 ) 690 - Interest rate swap³ 16 (6) 10 - 16 (6 ) 10 - Cash-flow hedges³ (37 ) 14 (23 ) - (711 ) 271 (440 ) - Other comprehensive income (loss) $ 20,898 $ (811 ) 20,087 6 $ 1,915 $ (218 ) 1,697 5 Comprehensive income (loss) $ 45,954 $ 3 $ 35,028 $ 64 Six Months Ended June 3, 2017 Six Months Ended May 28, 2016 H.B. Fuller Stockholders Non- controlling Interests H.B. Fuller Stockholders Non- controlling Interests Pretax Tax Net Net Pretax Tax Net Net Net income including non-controlling interests - - $ 40,662 $ 33 - - $ 52,249 $ 108 Foreign currency translation adjustment¹ $ 7,993 - 7,993 1 $ 492 - 492 - Reclassification to earnings: Defined benefit pension plans adjustment² 4,820 $ (1,637 ) 3,183 - 5,170 $ (1,815 ) 3,355 - Interest rate swap³ 32 (12 ) 20 - 29 (9 ) 20 - Cash-flow hedges³ 171 (65 ) 106 - (308 ) 117 (191 ) - Other comprehensive income (loss) $ 13,016 $ (1,714 ) 11,302 1 $ 5,383 $ (1,707 ) 3,676 - Comprehensive income (loss) $ 51,964 $ 34 $ 55,925 $ 108 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | June 3, 2017 Total H.B. Fuller Stockholders Non-controlling Interests Foreign currency translation adjustment $ (77,453 ) $ (77,388 ) $ (65 ) Defined benefit pension plans adjustment, net of taxes of $89,097 (172,918 ) (172,918 ) - Interest rate swap, net of taxes of ($30) 48 48 - Cash-flow hedges, net of taxes of $720 (1,169 ) (1,169 ) - Accumulated other comprehensive loss $ (251,492 ) $ (251,427 ) $ (65 ) December 3, 2016 Total H.B. Fuller Stockholders Non-controlling Interests Foreign currency translation adjustment $ (85,447 ) $ (85,381 ) $ (66 ) Defined benefit pension plans adjustment, net of taxes of $90,734 (176,101 ) (176,101 ) - Interest rate swap, net of taxes of ($17) 28 28 - Cash-flow hedges, net of taxes of $785 (1,275 ) (1,275 ) - Accumulated other comprehensive loss $ (262,795 ) $ (262,729 ) $ (66 ) |
Note 12 - Earnings Per Share (T
Note 12 - Earnings Per Share (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Six Months Ended June 3, May 28, June 3, May 28, (Shares in thousands) 2017 2016 2017 2016 Weighted-average common shares - basic 50,496 50,145 50,369 50,052 Equivalent shares from share-based compensations plans 1,190 1,108 1,204 1,072 Weighted-average common and common equivalent shares - diluted 51,686 51,253 51,573 51,124 |
Note 13 - Financial Instrumen36
Note 13 - Financial Instruments (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Derivative Instruments in Statement of Financial Position, Fair Value [Table Text Block] | Fiscal Year of Expiration Interest Rate Notional Value Fair Value Pay EUR 2017 3.05 % $ 44,912 $ (378 ) Receive USD 3.9145 % Pay EUR 2018 3.45 % $ 44,912 $ (847 ) Receive USD 4.5374 % Pay EUR 2019 3.80 % $ 44,912 $ (1,248 ) Receive USD 5.0530 % Pay EUR 2020 1.95 % $ 42,600 $ (2,581 ) Receive USD 4.30375 % Total $ 177,336 $ (5,054 ) |
Note 14 - Fair Value Measurem37
Note 14 - Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | June 3, Fair Value Measurements Using: Description 2017 Level 1 Level 2 Level 3 Assets: Marketable securities $ 2,763 $ 2,763 $ - $ - Foreign exchange contract assets 2,359 - 2,359 - Interest rate swaps 3,224 - 3,224 - Liabilities: Foreign exchange contract liabilities $ 2,031 $ - $ 2,031 $ - Contingent consideration liability 1,082 - - 1,082 Cash-flow hedges 5,054 - 5,054 - December 3, Fair Value Measurements Using: Description 2016 Level 1 Level 2 Level 3 Assets: Marketable securities $ 1,020 $ 1,020 $ - $ - Foreign exchange contract assets 11,697 - 11,697 - Interest rate swaps 1,579 - 1,579 - Cash-flow hedges 4,654 - 4,654 - Liabilities: Foreign exchange contract liabilities $ 6,925 $ - $ 6,925 $ - Contingent consideration liability 4,720 - - 4,720 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Amount Balance at December 3, 2016 $ 4,720 Mark to market adjustment (3,603 ) Foreign currency translation adjustment (35 ) Balance at June 3, 2017 $ 1,082 |
Note 16 - Commitments and Con38
Note 16 - Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Loss Contingencies by Contingency [Table Text Block] | Six Months Ended 3 Years Ended June 3, 2017 May 28, 2016 December 3, 2016 Lawsuits and claims settled 7 4 33 Settlement amounts $ 1,423 $ 343 $ 3,061 Insurance payments received or expected to be received $ 1,132 $ 251 $ 2,253 |
Note 17 - Operating Segments (T
Note 17 - Operating Segments (Tables) | 6 Months Ended |
Jun. 03, 2017 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended June 3, 2017 May 28, 2016 Inter- Segment Inter- Segment Trade Segment Operating Trade Segment Operating Revenue Revenue Income (Loss) Revenue Revenue Income Americas Adhesives $ 229,622 $ 4,048 $ 26,455 $ 206,147 $ 4,095 $ 35,884 EIMEA 135,226 4,452 8,083 139,897 4,494 11,027 Asia Pacific 64,466 1,416 4,751 60,119 1,309 3,036 Construction Products 63,754 - (1,853 ) 67,634 51 2,534 Engineering Adhesives 68,583 - 5,832 58,717 - 2,091 Total $ 561,651 $ 43,268 $ 532,514 $ 54,572 Six Months Ended June 3, 2017 May 28, 2016 Inter- Segment Inter- Segment Trade Segment Operating Trade Segment Operating Revenue Revenue Income Revenue Revenue Income Americas Adhesives $ 422,784 $ 7,857 $ 47,488 $ 389,466 $ 7,725 $ 62,143 EIMEA 259,265 7,899 9,880 264,188 9,765 17,190 Asia Pacific 127,112 2,503 6,630 113,979 2,261 6,789 Construction Products 120,800 - (2,536 ) 127,708 155 3,319 Engineering Adhesives 135,013 - 7,887 111,499 - 2,969 Total $ 1,064,974 $ 69,349 $ 1,006,840 $ 92,410 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended Six Months Ended June 3, May 28, June 3, May 28, 2017 2016 2017 2016 Segment operating income $ 43,268 $ 54,572 $ 69,349 $ 92,410 Special charges, net - (370 ) - (783 ) Other income (expense), net (110 ) (1,565 ) 511 (6,647 ) Interest expense (8,148 ) (6,597 ) (16,528 ) (12,905 ) Income before income taxes and income from equity method investments $ 35,010 $ 46,040 $ 53,332 $ 72,075 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Details Textual) $ in Thousands | 6 Months Ended |
Jun. 03, 2017USD ($) | |
Cumulative Transalation Adjustment Due to Change in Functional Currency | $ (11,317) |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) - USD ($) $ in Thousands | Jan. 27, 2017 | Jun. 08, 2016 | Apr. 29, 2016 | Jun. 03, 2017 | Dec. 03, 2016 | Dec. 03, 2016 |
Goodwill | $ 434,210 | $ 366,248 | $ 366,248 | |||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | ||||||
Goodwill | $ 60,557 | |||||
Payments to Acquire Businesses, Gross | $ 123,305 | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Customer Relationships [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Trademarks and Trade Names [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Business Combination, Acquisition Related Costs | $ 548 | |||||
Cyberbond LLC [Member] | ||||||
Goodwill | $ 23,654 | |||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | 10,658 | |||||
Payments to Acquire Businesses, Gross | 42,182 | |||||
Cash Acquired from Acquisition | $ 332 | |||||
Cyberbond LLC [Member] | Customer Relationships [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||||
Cyberbond LLC [Member] | Trademarks and Trade Names [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | |||||
Cyberbond LLC [Member] | Developed Technology Rights [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years | |||||
Cyberbond LLC [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Business Combination, Acquisition Related Costs | $ 527 | |||||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | ||||||
Goodwill | $ 102 | |||||
Payments to Acquire Businesses, Gross | $ 10,365 | |||||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Customer Relationships [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |||||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Trademarks and Trade Names [Member] | ||||||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year | |||||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Selling, General and Administrative Expenses [Member] | ||||||
Business Combination, Acquisition Related Costs | $ 646 |
Note 2 - Acquisitions - Purchas
Note 2 - Acquisitions - Purchase Price Allocation of Assets and Liabilities Assumed of Wisdom Adhesives (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Jan. 27, 2017 | Dec. 03, 2016 |
Goodwill | $ 434,210 | $ 366,248 | |
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | |||
Current assets | $ 13,741 | ||
Property, plant and equipment | 10,516 | ||
Goodwill | 60,557 | ||
Current liabilities | (8,409) | ||
Total purchase price | 123,305 | ||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Customer Relationships [Member] | |||
Other intangibles | 33,300 | ||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Trademarks and Trade Names [Member] | |||
Other intangibles | $ 13,600 |
Note 2 - Acquisitions - Purch43
Note 2 - Acquisitions - Purchase Price Allocation of Assets and Liabilities Assumed of Cyberbond (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 | Jun. 08, 2016 | Apr. 29, 2016 |
Goodwill | $ 434,210 | $ 366,248 | ||
Cyberbond LLC [Member] | ||||
Current assets | $ 4,425 | |||
Property, plant and equipment | 2,038 | |||
Goodwill | 23,654 | |||
Cyberbond LLC [Member] | Developed Technology Rights [Member] | ||||
Other intangibles | 2,000 | |||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | ||||
Current assets | $ 5,704 | |||
Property, plant and equipment | 594 | |||
Goodwill | 102 | |||
Other assets | 161 | |||
Current liabilities | (1,889) | (2,671) | ||
Long-term liabilities | (3,307) | (1,085) | ||
Total purchase price | 42,182 | |||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Customer Relationships [Member] | ||||
Other intangibles | 14,400 | 7,575 | ||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Trademarks and Trade Names [Member] | ||||
Other intangibles | $ 700 | $ 146 |
Note 2 - Acquisitions - Purch44
Note 2 - Acquisitions - Purchase Price Allocation of Assets and Liabilities Assumed of Advanced Adhesives (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 | Jun. 08, 2016 | Apr. 29, 2016 |
Goodwill | $ 434,210 | $ 366,248 | ||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | ||||
Current assets | $ 5,704 | |||
Property, plant and equipment | 594 | |||
Goodwill | 102 | |||
Current liabilities | $ (1,889) | (2,671) | ||
Long-term liabilities | (3,307) | (1,085) | ||
Total purchase price | 42,182 | |||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Customer Relationships [Member] | ||||
Other intangibles | 14,400 | 7,575 | ||
Advanced Adhesives Pty Limited and Advance Adhesives (New Zealand) [Member] | Trademarks and Trade Names [Member] | ||||
Other intangibles | $ 700 | 146 | ||
Continental Products Limited [Member] | ||||
Total purchase price | $ 10,365 |
Note 3 - Restructuring Action45
Note 3 - Restructuring Actions (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Restructuring Charges | $ 5,634 | $ 15,802 | ||
Business Integration Project [Member] | ||||
Restructuring Charges | $ 370 | $ 783 | ||
Restructuring Plan 2017 [Member] | ||||
Restructuring Charges | $ 5,634,000 | $ 15,802,000 |
Note 3 - Restructuring Action46
Note 3 - Restructuring Actions - Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 03, 2017 | Jun. 03, 2017 | |
Expenses incurred | $ 5,634 | $ 15,802 |
Cost of Sales [Member] | ||
Expenses incurred | 5,252 | 8,899 |
Selling, General and Administrative Expenses [Member] | ||
Expenses incurred | $ 382 | $ 6,903 |
Note 3 - Restructuring Action47
Note 3 - Restructuring Actions - Restructuring Charges by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 03, 2017 | Jun. 03, 2017 | |
Expenses incurred | $ 5,634 | $ 15,802 |
Americas Adhesives [Member] | ||
Expenses incurred | 39 | 1,765 |
EIMEA [Member] | ||
Expenses incurred | 1,266 | 6,055 |
Asia Pacific [Member] | ||
Expenses incurred | 35 | 1,887 |
Construction Products [Member] | ||
Expenses incurred | 4,209 | 5,458 |
Engineering Adhesives [Member] | ||
Expenses incurred | $ 85 | $ 637 |
Note 3 - Restructuring Action48
Note 3 - Restructuring Actions - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 03, 2017 | Jun. 03, 2017 | |
Balance | ||
Expenses incurred | $ 5,634 | 15,802 |
Non-cash charges | (4,291) | |
Cash payments | (7,118) | |
Foreign currency translation | 261 | |
Balance | 4,654 | 4,654 |
Employee Related [Member] | ||
Balance | ||
Expenses incurred | 9,898 | |
Non-cash charges | ||
Cash payments | (5,810) | |
Foreign currency translation | 261 | |
Balance | 4,349 | 4,349 |
Asset Related [Member] | ||
Balance | ||
Expenses incurred | 5,094 | |
Non-cash charges | (4,291) | |
Cash payments | (803) | |
Foreign currency translation | ||
Balance | ||
Other Restructuring [Member] | ||
Balance | ||
Expenses incurred | 810 | |
Non-cash charges | ||
Cash payments | (505) | |
Foreign currency translation | ||
Balance | $ 305 | $ 305 |
Note 4 - Inventories - Inventor
Note 4 - Inventories - Inventories (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
Raw materials | $ 149,629 | $ 116,200 |
Finished goods | 165,028 | 142,397 |
LIFO reserve | (12,321) | (11,198) |
Total inventories | $ 302,336 | $ 247,399 |
Note 5 - Goodwill and Other I50
Note 5 - Goodwill and Other Intangible Assets (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Amortization of Intangible Assets | $ 7,874 | $ 6,788 | $ 15,229 | $ 13,486 |
Indefinite Lived Trademarks and Trade Names | $ 571 | $ 571 |
Note 5 - Goodwill and Other I51
Note 5 - Goodwill and Other Intangible Assets - Goodwill by Segment (Details) $ in Thousands | 6 Months Ended | |
Jun. 03, 2017USD ($) | ||
Goodwill | $ 366,248 | |
Acquisitions | 60,557 | |
Currency impact | 7,405 | |
Goodwill | 434,210 | |
Americas Adhesives [Member] | ||
Goodwill | 59,821 | |
Acquisitions | 60,557 | [1] |
Currency impact | (646) | |
Goodwill | 119,732 | |
EIMEA [Member] | ||
Goodwill | 98,876 | |
Acquisitions | ||
Currency impact | 4,844 | |
Goodwill | 103,720 | |
Asia Pacific [Member] | ||
Goodwill | 17,481 | |
Acquisitions | ||
Currency impact | 339 | |
Goodwill | 17,820 | |
Construction Products [Member] | ||
Goodwill | 21,901 | |
Acquisitions | ||
Currency impact | 22 | |
Goodwill | 21,923 | |
Engineering Adhesives [Member] | ||
Goodwill | 168,169 | |
Acquisitions | ||
Currency impact | 2,846 | |
Goodwill | $ 171,015 | |
[1] | Preliminary goodwill balance as of June 3, 2017. |
Note 5 - Goodwill and Other I52
Note 5 - Goodwill and Other Intangible Assets - Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
Original cost | $ 425,182 | $ 372,949 |
Accumulated amortization | (186,335) | (168,057) |
Net identifiable intangibles | 238,847 | 204,892 |
Purchased Technology And Patents [Member] | ||
Original cost | 70,651 | 70,504 |
Accumulated amortization | (29,189) | (21,448) |
Net identifiable intangibles | 41,462 | 49,056 |
Customer Relationships [Member] | ||
Original cost | 289,181 | 251,329 |
Accumulated amortization | (123,054) | (116,411) |
Net identifiable intangibles | 166,127 | 134,918 |
Other Intangible Assets [Member] | ||
Original cost | 65,350 | 51,116 |
Accumulated amortization | (34,092) | (30,198) |
Net identifiable intangibles | $ 31,258 | $ 20,918 |
Note 5 - Goodwill and Other I53
Note 5 - Goodwill and Other Intangible Assets - Estimated Aggregate Amortization Expense (Details) $ in Thousands | Jun. 03, 2017USD ($) |
2,016 | $ 16,751 |
2,017 | 32,398 |
2,018 | 30,224 |
2,019 | 27,843 |
2,020 | 26,372 |
Thereafter | $ 105,259 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) - USD ($) $ in Thousands | Apr. 12, 2017 | Feb. 14, 2017 | Jun. 03, 2017 |
Reclassification of an Asset to a Direct Deduction on Debt [Member] | December 3, 2016 [Member] | |||
Prior Period Reclassification Adjustment | $ 2,386 | ||
Interest Rate Swap Related to Series E Private Placement Note [Member] | |||
Derivative, Amount of Hedged Item | $ 125,000 | ||
Interest Rate Swap Related to Public Notes [Member] | |||
Derivative, Amount of Hedged Item | $ 150,000 | ||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap Related to Series E Private Placement Note [Member] | |||
Derivative, Basis Spread on Variable Rate | 2.22% | ||
London Interbank Offered Rate (LIBOR) [Member] | Interest Rate Swap [Member] | |||
Derivative, Basis Spread on Variable Rate | 1.86% | ||
Term Loan [Member] | |||
Long-term Debt | $ 100,000 | ||
Repayments of Debt | $ 158,750 | ||
Term Loan [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.25% | ||
Public Notes [Member] | |||
Debt Instrument, Face Amount | $ 300,000 | ||
Debt Instrument, Term | 10 years | ||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||
Revolving Credit Facility [Member] | |||
Line of Credit Facility, Maximum Borrowing Capacity | $ 400,000 | ||
Line of Credit Facility, Commitment Fee Percentage | 0.15% | ||
Repayments of Lines of Credit | $ 138,000 | ||
Revolving Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.10% |
Note 7 - Redeemable Non-contr55
Note 7 - Redeemable Non-controlling Interest (Details Textual) € in Thousands | 6 Months Ended |
Jun. 03, 2017EUR (€) | |
Noncontrolling Interest, Increase in Ownership Percentage Per Year | 1.00% |
Noncontrolling Interest, Number of Years Ownership can Be Increased | 5 years |
Noncontrolling Interest, Maximum Ownership Percentage by Noncontrolling Shareholder | 13.00% |
Redeemable Noncontrolling Interest, Equity, Minimum Redemption Value | € 3,500 |
Tonsan Adhesive [Member] | |
Business Combination, Agreement to Purchase Remaining Equity | € 4,206 |
Note 7 - Redeemable Non-contr56
Note 7 - Redeemable Non-controlling Interest - Redeemable Non-controlling Interests (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 03, 2017 | Dec. 03, 2016 | |
Balance at beginning of period | $ 4,277 | |
Net income attributed to redeemable non-controlling interest | 39 | $ 239 |
Purchase of redeemable non-controlling interest | (4,468) | |
Foreign currency translation adjustment | 152 | |
Balance at end of period | $ 4,277 |
Note 8 - Accounting for Share57
Note 8 - Accounting for Share-based Compensation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Allocated Share-based Compensation Expense | $ 3,811 | $ 2,701 | $ 8,843 | $ 6,968 |
Excess Tax Benefit from Share-based Compensation, Operating Activities | 300 | 933 | 1,353 | 592 |
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Stock Options | 10,198 | 10,198 | ||
Fair Value Options Granted During Period Value Share-based Compensation | 373 | 324 | 7,757 | 6,462 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 2,204 | 7,265 | 6,624 | 7,276 |
Proceeds from Issuance of Shares under Incentive and Share-based Compensation Plans, Including Stock Options | 5,377 | $ 7,051 | 13,926 | $ 7,083 |
Total Fair Value of Nonvested Restricted Stock | $ 21,214 | $ 21,214 | ||
Repurchased Restricted Stock Shares | 3,122 | 1,106 | 53,809 | 67,533 |
Employees [Member] | ||||
Deferred Compensation Plan, Matching Percentage | 10.00% | |||
Employee Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term | 1 year 146 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Not yet Recognized, Share-based Awards Other than Options | $ 16,463 | $ 16,463 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 182 days | |||
Restricted Stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | $ 432 | $ 179 | $ 7,402 | $ 6,012 |
Note 8 - Accounting for Share58
Note 8 - Accounting for Share-based Compensation - Fair Value of Options Granted (Details) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Expected life (Year) | 4 years 273 days | 4 years 273 days | 4 years 273 days | 4 years 273 days |
Weighted-average expected volatility | 24.32% | 28.55% | 24.85% | 29.01% |
Expected volatility | ||||
Risk-free interest rate | 1.81% | 1.25% | 1.89% | 1.43% |
Expected dividend yield | 1.11% | 1.27% | 1.12% | 1.55% |
Weighted-average fair value of grants (in dollars per share) | $ 10.90 | $ 9.81 | $ 10.81 | $ 7.72 |
Minimum [Member] | ||||
Expected volatility | 24.31% | 28.00% | 24.31% | 28.00% |
Maximum [Member] | ||||
Expected volatility | 24.33% | 29.20% | 24.88% | 29.23% |
Note 8 - Accounting for Share59
Note 8 - Accounting for Share-based Compensation - Stock Option Activity (Details) | 6 Months Ended |
Jun. 03, 2017$ / sharesshares | |
Outstanding Options (in shares) | shares | 2,986,481 |
Outstanding Options (in dollars per share) | $ / shares | $ 34.92 |
Granted (in shares) | shares | 717,596 |
Granted (in dollars per share) | $ / shares | $ 50.04 |
Exercised (in shares) | shares | (407,288) |
Exercised (in dollars per share) | $ / shares | $ 34.19 |
Forfeited or cancelled (in shares) | shares | (74,113) |
Forfeited or cancelled (in dollars per share) | $ / shares | $ 36.84 |
Outstanding Options (in shares) | shares | 3,222,676 |
Outstanding Options (in dollars per share) | $ / shares | $ 38.34 |
Note 8 - Accounting for Share60
Note 8 - Accounting for Share-based Compensation - Nonvested Restricted Stock Activity (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 03, 2017 | Dec. 03, 2016 | |
Nonvested at December 3, 2016 (in shares) | 389,697 | |
Nonvested at December 3, 2016 (in dollars per share) | $ 38.36 | |
Nonvested at June 3, 2017 (in dollars per share) | $ 44.68 | $ 38.36 |
Nonvested at December 3, 2016 (Year) | 1 year 182 days | 1 year |
Granted (in shares) | 281,507 | |
Granted (in dollars per share) | $ 51.31 | |
Granted (Year) | 1 year 255 days | |
Vested (in shares) | (186,048) | |
Vested (in dollars per share) | $ 39.79 | |
Forfeited (in shares) | (17,400) | |
Forfeited (in dollars per share) | $ 37.86 | |
Forfeited (Year) | 1 year 182 days | |
Nonvested at June 3, 2017 (in shares) | 467,756 | 389,697 |
Restricted Stock Units (RSUs) [Member] | ||
Nonvested at December 3, 2016 (in shares) | 352,744 | |
Granted (in shares) | 281,507 | |
Vested (in shares) | (149,095) | |
Forfeited (in shares) | (17,400) | |
Nonvested at June 3, 2017 (in shares) | 467,756 | 352,744 |
Restricted Stock [Member] | ||
Nonvested at December 3, 2016 (in shares) | 36,953 | |
Granted (in shares) | ||
Vested (in shares) | (36,953) | |
Forfeited (in shares) | ||
Nonvested at June 3, 2017 (in shares) | 36,953 |
Note 8 - Accounting for Share61
Note 8 - Accounting for Share-based Compensation - Deferred Compensation Units (Details) | 6 Months Ended |
Jun. 03, 2017shares | |
Units outstanding (in shares) | 465,435 |
Participant contributions (in shares) | 12,955 |
Company match contributions (in shares) | 1,295 |
Payouts (in shares) | (21,855) |
Units outstanding (in shares) | 457,830 |
Non Employee Directors [Member] | |
Units outstanding (in shares) | 424,319 |
Participant contributions (in shares) | 8,373 |
Company match contributions (in shares) | 837 |
Payouts (in shares) | (14,143) |
Units outstanding (in shares) | 419,386 |
Employees [Member] | |
Units outstanding (in shares) | 41,116 |
Participant contributions (in shares) | 4,582 |
Company match contributions (in shares) | 458 |
Payouts (in shares) | (7,712) |
Units outstanding (in shares) | 38,444 |
Note 9 - Components of Net Pe62
Note 9 - Components of Net Periodic Cost (Benefit) Related to Pension and Other Postretirement Benefit Plans - Components of Net Periodic Benefit Cost (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Pension Plan [Member] | UNITED STATES | ||||
Actuarial loss | $ 1,307 | $ 1,293 | $ 2,614 | $ 2,586 |
Net periodic (benefit) cost | (1,419) | (982) | (2,838) | (1,965) |
Service cost | 28 | 27 | 56 | 54 |
Interest cost | 3,603 | 3,768 | 7,206 | 7,535 |
Expected return on assets | (6,364) | (6,077) | (12,728) | (12,154) |
Prior service cost | 7 | 7 | 14 | 14 |
Pension Plan [Member] | Foreign Plan [Member] | ||||
Actuarial loss | 846 | 753 | 1,688 | 1,505 |
Net periodic (benefit) cost | 104 | 116 | 206 | 232 |
Service cost | 512 | 481 | 1,020 | 961 |
Interest cost | 1,147 | 1,366 | 2,291 | 2,733 |
Expected return on assets | (2,400) | (2,483) | (4,791) | (4,965) |
Prior service cost | (1) | (1) | (2) | (2) |
Other Postretirement Benefits Plan [Member] | ||||
Actuarial loss | 253 | 532 | 506 | 1,064 |
Net periodic (benefit) cost | (744) | (256) | (1,488) | (512) |
Service cost | 52 | 84 | 104 | 168 |
Interest cost | 398 | 480 | 796 | 960 |
Expected return on assets | (1,447) | (1,342) | (2,894) | (2,684) |
Prior service cost | $ (10) | $ (20) |
Note 10 - Accumulated Other C63
Note 10 - Accumulated Other Comprehensive Income (Loss) - Comprehensive Income (Loss) Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |||||
Other comprehensive income (loss) | $ 20,087 | $ 1,697 | $ 11,302 | $ 3,676 | ||||
Other comprehensive income (loss), non-controlling interests | 6 | 5 | 1 | |||||
Comprehensive income (loss) | 45,954 | 35,028 | 51,964 | 55,925 | ||||
Comprehensive income (loss), non-controlling interests | 3 | 64 | 34 | 108 | ||||
Net income attributable to H.B. Fuller | 25,867 | 33,331 | 40,662 | 52,249 | ||||
Net income including non-controlling interests | (3) | 59 | 33 | 108 | ||||
Foreign currency translation adjustment¹, pretax | [1] | 18,507 | 1,437 | 7,993 | 492 | |||
Foreign currency translation adjustment¹, tax | [1] | |||||||
Foreign currency translation adjustment¹ | [1] | 18,507 | 1,437 | 7,993 | 492 | |||
Foreign currency translation adjustment¹, non-controlling interests | [1] | 6 | 5 | 1 | ||||
Defined benefit pension plans adjustment², pretax | 2,412 | [2] | 1,173 | [2] | 4,820 | 5,170 | [2] | |
Defined benefit pension plans adjustment², tax | [2] | (819) | (483) | (1,637) | (1,815) | |||
Defined benefit pension plans adjustment² | [2] | 1,593 | 690 | 3,183 | 3,355 | |||
Interest rate swap³, pretax | [3] | 16 | 16 | 32 | 29 | |||
Interest rate swap³, tax | [3] | (6) | (6) | (12) | (9) | |||
Interest rate swap³ | [3] | 10 | 10 | 20 | 20 | |||
Cash-flow hedges³, pretax | [3] | (37) | (711) | 171 | (308) | |||
Cash-flow hedges³, tax | [3] | 14 | 271 | (65) | 117 | |||
Cash-flow hedges³ | [3] | (23) | (440) | 106 | (191) | |||
Other comprehensive income (loss), pretax | 20,898 | 1,915 | 13,016 | 5,383 | ||||
Other comprehensive income (loss), tax | $ (811) | $ (218) | $ (1,714) | $ (1,707) | ||||
[1] | Income taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries. As discussed in Note 1, the foreign currency translation adjustment for the six months ended June 3, 2017 includes the impact of the change in functional currency for our subsidiaries in Latin America. | |||||||
[2] | Loss reclassified from accumulated other comprehensive income ("AOCI") into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales, SG&A expense and special charges, net. | |||||||
[3] | Loss reclassified from AOCI into earnings is reported in other income (expense), net. |
Note 10 - Accumulated Other C64
Note 10 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
Accumulated other comprehensive loss | $ (251,427) | $ (262,729) |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Accumulated other comprehensive loss | (251,492) | (262,795) |
Foreign currency translation adjustment | (77,453) | (85,447) |
Defined benefit pension plans adjustment, net of taxes | (172,918) | (176,101) |
Interest rate swap, net of taxes | 48 | 28 |
Cash-flow hedges, net of taxes | (1,169) | (1,275) |
AOCI Attributable to Parent [Member] | ||
Accumulated other comprehensive loss | (251,427) | (262,729) |
Foreign currency translation adjustment | (77,388) | (85,381) |
Defined benefit pension plans adjustment, net of taxes | (172,918) | (176,101) |
Interest rate swap, net of taxes | 48 | 28 |
Cash-flow hedges, net of taxes | (1,169) | (1,275) |
AOCI Attributable to Noncontrolling Interest [Member] | ||
Accumulated other comprehensive loss | (65) | (66) |
Foreign currency translation adjustment | (65) | (66) |
Defined benefit pension plans adjustment, net of taxes | ||
Interest rate swap, net of taxes | ||
Cash-flow hedges, net of taxes |
Note 10 - Accumulated Other C65
Note 10 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) (Parentheticals) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Tax on cash flow hedges | $ 720 | $ 785 |
Tax on defined benefit pension plans adjustment | 89,097 | 90,734 |
Tax on interest rate swap | (30) | (17) |
AOCI Attributable to Parent [Member] | ||
Tax on cash flow hedges | 720 | 785 |
Tax on defined benefit pension plans adjustment | 89,097 | 90,734 |
Tax on interest rate swap | $ (30) | $ (17) |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Jun. 03, 2017 | Dec. 03, 2016 | |
Unrecognized Tax Benefits | $ 4,508 | $ 4,165 |
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued | 717 | |
Unrecognized Tax Benefits, Period Increase (Decrease) | $ 154 |
Note 12 - Earnings Per Share (D
Note 12 - Earnings Per Share (Details Textual) - $ / shares | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 6,857 | 406,028 | 132,560 | 950,516 |
Antidilutive Weighted Average Share Price Excluded from Computation of Earnings Per Share Amount | $ 52.75 | $ 48.59 | $ 50.17 | $ 44.10 |
Note 12 - Earnings Per Share -
Note 12 - Earnings Per Share - Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Basic (in shares) | 50,496 | 50,145 | 50,369 | 50,052 |
Equivalent shares from share-based compensations plans (in shares) | 1,190 | 1,108 | 1,204 | 1,072 |
Weighted-average common and common equivalent shares - diluted (in shares) | 51,686 | 51,253 | 51,573 | 51,124 |
Note 13 - Financial Instrumen69
Note 13 - Financial Instruments (Details Textual) € in Thousands, $ in Thousands | 6 Months Ended | ||||||
Jun. 03, 2017USD ($) | May 28, 2016USD ($) | Jun. 03, 2017EUR (€) | Feb. 24, 2017EUR (€) | Feb. 14, 2017USD ($) | Dec. 03, 2016USD ($) | Oct. 07, 2015EUR (€) | |
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 5,054 | $ 4,654 | |||||
Interest Rate Fair Value Hedge Asset at Fair Value | $ 3,224 | 1,579 | |||||
Senior Notes Series C [Member] | |||||||
Debt Instrument, Interest Rate, Stated Percentage | 5.61% | 5.61% | |||||
Public Notes [Member] | |||||||
Debt Instrument, Face Amount | $ 300,000 | ||||||
Debt Instrument, Interest Rate, Stated Percentage | 4.00% | ||||||
Interest Rate Fair Value Hedge Asset at Fair Value | $ 1,007 | ||||||
Cross Currency Interest Rate Contract [Member] | |||||||
Derivative, Notional Amount | € | € 177,336 | € 42,600 | € 134,736 | ||||
Foreign Currency Cash Flow Hedge Asset at Fair Value | 5,054 | ||||||
Gain (Loss) on Foreign Currency Cash Flow Hedge Ineffectiveness | 7 | ||||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax | 1,169 | ||||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 719 | ||||||
Foreign Exchange Forward [Member] | |||||||
Gain (Loss) on Foreign Currency Derivatives Recorded in Earnings, Net | 328 | ||||||
Interest Rate Swap Related to Series E Private Placement Note [Member] | |||||||
Derivative, Amount of Hedged Item | 125,000 | ||||||
Interest Rate Swap Related to Series E Private Placement Note [Member] | Other Assets [Member] | |||||||
Interest Rate Fair Value Hedge Asset at Fair Value | $ 993 | ||||||
Interest Rate Swap Related to Series E Private Placement Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Derivative, Basis Spread on Variable Rate | 2.22% | 2.22% | |||||
Interest Rate Swap Related to Public Notes [Member] | |||||||
Derivative, Amount of Hedged Item | $ 150,000 | ||||||
Interest Rate Swap Related to Public Notes [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Derivative, Variable Interest Rate | 1.86% | ||||||
Interest Rate Swaps Related to Senior Notes Issued in November 2009 [Member] | |||||||
Derivative, Amount of Hedged Item | $ 75,000 | ||||||
Interest Rate Swap Related to Series C Private Placement Note [Member] | |||||||
Derivative, Amount of Hedged Item | 25,000 | ||||||
Interest Rate Fair Value Hedge Liability at Fair Value | $ 1,160 | ||||||
Interest Rate Swap Related to Series C Private Placement Note [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Derivative, Basis Spread on Variable Rate | 1.78% | 1.78% | |||||
Interest Rate Swap [Member] | |||||||
Interest Rate Fair Value Hedge Asset at Fair Value | $ 1,224 | $ 1,579 | |||||
Derivative, Net Hedge Ineffectiveness Gain (Loss) | $ (91) | $ (48) | |||||
Interest Rate Swap [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||
Derivative, Basis Spread on Variable Rate | 1.86% |
Note 13 - Financial Instrumen70
Note 13 - Financial Instruments - Swaps Outstanding (Details) - Cross Currency Interest Rate Contract [Member] - EUR (€) € in Thousands | 6 Months Ended | ||
Jun. 03, 2017 | Feb. 24, 2017 | Oct. 07, 2015 | |
Derivative, Notional Amount | € 177,336 | € 42,600 | € 134,736 |
Fair Value | (5,054) | ||
Currency Swap 1 [Member] | |||
Derivative, Notional Amount | 44,912 | ||
Fair Value | € (378) | ||
Interest rate maximum | 3.9145% | ||
Fiscal Year of Expiration | 2,017 | ||
Interest rate minimum | 3.05% | ||
Currency Swap 2 [Member] | |||
Derivative, Notional Amount | € 44,912 | ||
Fair Value | € (847) | ||
Interest rate maximum | 4.5374% | ||
Fiscal Year of Expiration | 2,018 | ||
Interest rate minimum | 3.45% | ||
Currency Swap 3 [Member] | |||
Derivative, Notional Amount | € 44,912 | ||
Fair Value | € (1,248) | ||
Interest rate maximum | 5.053% | ||
Fiscal Year of Expiration | 2,019 | ||
Interest rate minimum | 3.80% | ||
Currency Swap 4 [Member] | |||
Derivative, Notional Amount | € 42,600 | ||
Fair Value | € (2,581) | ||
Interest rate maximum | 4.30375% | ||
Fiscal Year of Expiration | 2,020 | ||
Interest rate minimum | 1.95% |
Note 14 - Fair Value Measurem71
Note 14 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | 1 Months Ended | 6 Months Ended | ||
Jun. 29, 2017 | Jun. 03, 2017 | May 28, 2016 | Dec. 03, 2016 | |
Long-term Debt, Fair Value | $ 791,936 | $ 693,283 | ||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ (3,603) | $ (891) | ||
Subsequent Event [Member] | ||||
Business Combination, Contingent Consideration Arrangements, Change in Amount of Contingent Consideration, Liability | $ 1,100 |
Note 14 - Fair Value Measurem72
Note 14 - Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands | Jun. 03, 2017 | Dec. 03, 2016 |
Foreign exchange contract assets | $ 2,359 | $ 11,697 |
Interest Rate Fair Value Hedge Asset at Fair Value | 3,224 | 1,579 |
Liabilities: | ||
Foreign exchange contract liabilities | 2,031 | 6,925 |
Contingent consideration liability | 1,082 | 4,720 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 5,054 | 4,654 |
Assets: | ||
Marketable securities | 2,763 | 1,020 |
Fair Value, Inputs, Level 1 [Member] | ||
Assets: | ||
Marketable securities | 2,763 | 1,020 |
Fair Value, Inputs, Level 2 [Member] | ||
Foreign exchange contract assets | 2,359 | 11,697 |
Interest Rate Fair Value Hedge Asset at Fair Value | 3,224 | 1,579 |
Liabilities: | ||
Foreign exchange contract liabilities | 2,031 | 6,925 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 5,054 | 4,654 |
Fair Value, Inputs, Level 3 [Member] | ||
Liabilities: | ||
Contingent consideration liability | $ 1,082 | $ 4,720 |
Note 14 - Fair Value Measurem73
Note 14 - Fair Value Measurements - Schedule of Contingent Consideration Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 6 Months Ended |
Jun. 03, 2017USD ($) | |
Balance at December 3, 2016 | $ 4,720 |
Mark to market adjustment | (3,603) |
Foreign currency translation adjustment | (35) |
Balance at June 3, 2017 | $ 1,082 |
Note 15 - Share Repurchase Pr74
Note 15 - Share Repurchase Program (Details Textual) - USD ($) shares in Thousands, $ in Thousands | Apr. 06, 2017 | Jun. 03, 2017 | May 28, 2016 | Dec. 03, 2016 |
Stock Repurchased During Period, Value | $ 8,872 | $ 23,228 | ||
The 2017 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | $ 200,000 | |||
Stock Repurchase Program, Period in Force | 5 years | |||
Stock Repurchased and Retired During Period, Shares | 0 | |||
2010 Share Repurchase Program [Member] | ||||
Decreased Value of Additional Paid in Capital for Shares Repurchased | $ 6,159 | $ 4,085 | ||
Stock Repurchased During Period, Value | 6,284 | 4,210 | ||
Decreased Value of Common Stock Shares Repurchased | $ 125 | $ 125 |
Note 16 - Commitments and Con75
Note 16 - Commitments and Contingencies - Asbestos Related Lawsuits and Claims (Details) - Asbestos Related Lawsuits And Claims [Member] $ in Thousands | 6 Months Ended | 36 Months Ended | |
Jun. 03, 2017USD ($) | May 28, 2016USD ($) | Dec. 03, 2016USD ($) | |
Lawsuits and claims settled | 7 | 4 | 33 |
Settlement amounts | $ 1,423 | $ 343 | $ 3,061 |
Insurance payments received or expected to be received | $ 1,132 | $ 251 | $ 2,253 |
Note 17 - Operating Segments -
Note 17 - Operating Segments - Reportable Operating Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Trade Revenue | $ 561,651 | $ 532,514 | $ 1,064,974 | $ 1,006,840 |
Segment Operating Income | 43,268 | 54,572 | 69,349 | 92,410 |
Operating Segments [Member] | ||||
Trade Revenue | 561,651 | 532,514 | 1,064,974 | 1,006,840 |
Segment Operating Income | 43,268 | 54,572 | 69,349 | 92,410 |
Operating Segments [Member] | Americas Adhesives [Member] | ||||
Trade Revenue | 229,622 | 206,147 | 422,784 | 389,466 |
Segment Operating Income | 26,455 | 35,884 | 47,488 | 62,143 |
Operating Segments [Member] | EIMEA [Member] | ||||
Trade Revenue | 135,226 | 139,897 | 259,265 | 264,188 |
Segment Operating Income | 8,083 | 11,027 | 9,880 | 17,190 |
Operating Segments [Member] | Asia Pacific [Member] | ||||
Trade Revenue | 64,466 | 60,119 | 127,112 | 113,979 |
Segment Operating Income | 4,751 | 3,036 | 6,630 | 6,789 |
Operating Segments [Member] | Construction Products [Member] | ||||
Trade Revenue | 63,754 | 67,634 | 120,800 | 127,708 |
Segment Operating Income | (1,853) | 2,534 | (2,536) | 3,319 |
Operating Segments [Member] | Engineering Adhesives [Member] | ||||
Trade Revenue | 68,583 | 58,717 | 135,013 | 111,499 |
Segment Operating Income | 5,832 | 2,091 | 7,887 | 2,969 |
Intersegment Eliminations [Member] | ||||
Trade Revenue | ||||
Intersegment Eliminations [Member] | Americas Adhesives [Member] | ||||
Trade Revenue | 4,048 | 4,095 | 7,857 | 7,725 |
Intersegment Eliminations [Member] | EIMEA [Member] | ||||
Trade Revenue | 4,452 | 4,494 | 7,899 | 9,765 |
Intersegment Eliminations [Member] | Asia Pacific [Member] | ||||
Trade Revenue | 1,416 | 1,309 | 2,503 | 2,261 |
Intersegment Eliminations [Member] | Construction Products [Member] | ||||
Trade Revenue | 51 | 155 | ||
Intersegment Eliminations [Member] | Engineering Adhesives [Member] | ||||
Trade Revenue |
Note 17 - Operating Segments 77
Note 17 - Operating Segments - Reconciliation of Segment Operating Income to Income From Continuing Operations Before Income Taxes and Income From Equity Method Investments (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 03, 2017 | May 28, 2016 | Jun. 03, 2017 | May 28, 2016 | |
Segment operating income | $ 43,268 | $ 54,572 | $ 69,349 | $ 92,410 |
Special charges, net | (370) | (783) | ||
Other income (expense), net | (110) | (1,565) | 511 | (6,647) |
Interest expense | (8,148) | (6,597) | (16,528) | (12,905) |
Income before income taxes and income from equity method investments | $ 35,010 | $ 46,040 | $ 53,332 | $ 72,075 |