Document And Entity Information
Document And Entity Information - shares | 9 Months Ended | |
Sep. 01, 2018 | Sep. 21, 2018 | |
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 | --12-01 | |
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) | 50,695,705 | |
Document Type | 10-Q | |
Document Period End Date | Sep. 1, 2018 | |
Document Fiscal Year Focus | 2,018 | |
Document Fiscal Period Focus | Q3 | |
Amendment Flag | false |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Income (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Net revenue | $ 770,107 | $ 562,869 | $ 2,272,573 | $ 1,627,843 |
Cost of sales | (552,903) | (412,469) | (1,645,279) | (1,192,409) |
Gross profit | 217,204 | 150,400 | 627,294 | 435,434 |
Selling, general and administrative expenses | (146,069) | (110,219) | (442,288) | (325,904) |
Operating income | 71,135 | 40,181 | 185,006 | 109,530 |
Other income (expense), net | 1,375 | 602 | (3,508) | 1,506 |
Interest expense, net | (24,924) | (7,348) | (74,651) | (22,461) |
Income before income taxes and income from equity method investments | 44,836 | 32,231 | 113,863 | 85,563 |
Income taxes | (9,300) | (9,262) | 9,844 | (26,178) |
Income from equity method investments | 2,200 | 2,170 | 6,160 | 6,449 |
Net income including non-controlling interests | 37,736 | 25,139 | 129,867 | 65,834 |
Net income attributable to non-controlling interests | (6) | (1) | (4) | (34) |
Net income attributable to H.B. Fuller | $ 37,730 | $ 25,138 | $ 129,863 | $ 65,800 |
Earnings per share attributable to H.B. Fuller common stockholders: | ||||
Basic (in dollars per share) | $ 0.75 | $ 0.50 | $ 2.57 | $ 1.31 |
Diluted (in dollars per share) | $ 0.72 | $ 0.49 | $ 2.50 | $ 1.28 |
Weighted-average common shares outstanding: | ||||
Basic (in shares) | 50,632 | 50,384 | 50,551 | 50,374 |
Diluted (in shares) | 52,138 | 51,605 | 51,961 | 51,584 |
Dividends declared per common share (in dollars per share) | $ 0.155 | $ 0.15 | $ 0.46 | $ 0.44 |
Condensed Consolidated Stateme3
Condensed Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Net income including non-controlling interests | $ 37,736 | $ 25,139 | $ 129,867 | $ 65,834 |
Other comprehensive (loss) income | ||||
Foreign currency translation | (36,814) | 29,090 | (56,116) | 37,084 |
Defined benefit pension plans adjustment, net of tax | 1,638 | 1,627 | 4,958 | 4,810 |
Interest rate swaps, net of tax | (1,441) | 10 | 19,095 | 30 |
Cash flow hedges, net of tax | (1,215) | (99) | (8,068) | 7 |
Other comprehensive (loss) income | (37,832) | 30,628 | (40,131) | 41,931 |
Comprehensive (loss) income | (96) | 55,767 | 89,736 | 107,765 |
Less: Comprehensive (loss) income attributable to non-controlling interests | (1) | (11) | (21) | 23 |
Comprehensive (loss) income attributable to H.B. Fuller | $ (95) | $ 55,778 | $ 89,757 | $ 107,742 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Current assets: | ||
Cash and cash equivalents | $ 150,084 | $ 194,398 |
Trade receivables (net of allowances of $14,796 and $11,670, as of September 1, 2018 and December 2, 2017, respectively) | 465,942 | 473,700 |
Inventories | 401,091 | 359,505 |
Other current assets | 150,739 | 117,389 |
Total current assets | 1,167,856 | 1,144,992 |
Property, plant and equipment | 1,295,408 | 1,288,287 |
Accumulated depreciation | (653,197) | (618,093) |
Property, plant and equipment, net | 642,211 | 670,194 |
Goodwill | 1,316,917 | 1,336,684 |
Other intangibles, net | 930,210 | 1,001,792 |
Other assets | 232,583 | 206,984 |
Total assets | 4,289,777 | 4,360,646 |
Current liabilities: | ||
Notes payable | 17,411 | 31,468 |
Current maturities of long-term debt | 56,090 | 21,515 |
Trade payables | 256,042 | 268,467 |
Accrued compensation | 76,554 | 84,903 |
Income taxes payable | 53,969 | 14,335 |
Other accrued expenses | 58,463 | 84,225 |
Total current liabilities | 518,529 | 504,913 |
Long-term debt, excluding current maturities | 2,290,736 | 2,398,927 |
Accrued pension liabilities | 74,819 | 71,205 |
Other liabilities | 277,719 | 341,581 |
Total liabilities | 3,161,803 | 3,316,626 |
Commitments and contingencies (Note 16) | ||
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 – 50,687,368 and 50,388,839, as of September 1, 2018 and December 2, 2017, respectively | 50,687 | 50,389 |
Additional paid-in capital | 91,996 | 74,662 |
Retained earnings | 1,244,021 | 1,119,231 |
Accumulated other comprehensive loss | (259,102) | (200,655) |
Total H.B. Fuller stockholders' equity | 1,127,602 | 1,043,627 |
Non-controlling interest | 372 | 393 |
Total equity | 1,127,974 | 1,044,020 |
Total liabilities, non-controlling interest and total equity | $ 4,289,777 | $ 4,360,646 |
Condensed Consolidated Balance5
Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Trade receivables, allowances | $ 14,796 | $ 11,670 |
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) | 50,687,368 | 50,388,839 |
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 Dec. 03, 2016 | $ 50,141 | $ 59,564 | $ 1,090,900 | $ (262,729) | $ 393 | $ 938,269 |
Comprehensive income (loss) | 58,242 | 62,074 | 39 | 120,355 | ||
Dividends | (29,911) | (29,911) | ||||
Stock option exercises | 514 | 17,191 | 17,705 | |||
Share-based compensation plans other, net | 165 | 17,203 | 17,368 | |||
Tax benefit on share-based compensation plans | 2,010 | 2,010 | ||||
Repurchases of common stock | (431) | (21,400) | (21,831) | |||
Purchase of redeemable non-controlling interest | 94 | 94 | ||||
Redeemable non-controlling interest | (39) | (39) | ||||
Balance at Dec. 02, 2017 | 50,389 | 74,662 | 1,119,231 | (200,655) | 393 | 1,044,020 |
Comprehensive income (loss) | 129,863 | (40,106) | (21) | 89,736 | ||
Dividends | (23,414) | (23,414) | ||||
Stock option exercises | 168 | 5,060 | 5,228 | |||
Share-based compensation plans other, net | 220 | 16,737 | 16,957 | |||
Repurchases of common stock | (90) | (4,463) | (4,553) | |||
Reclassification of AOCI tax effects | 18,341 | (18,341) | ||||
Balance at Sep. 01, 2018 | $ 50,687 | $ 91,996 | $ 1,244,021 | $ (259,102) | $ 372 | $ 1,127,974 |
Condensed Consolidated Stateme7
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 01, 2018 | Sep. 02, 2017 | |
Cash flows from operating activities: | ||
Net income including non-controlling interests | $ 129,867 | $ 65,834 |
Adjustments to reconcile net income including non-controlling interests to net cash provided by operating activities: | ||
Depreciation | 51,527 | 36,375 |
Amortization | 57,635 | 23,128 |
Deferred income taxes | (51,703) | 1,660 |
Income from equity method investments, net of dividends received | (1,182) | (2,639) |
Gain on sale of assets | (3,145) | (149) |
Share-based compensation | 15,439 | 12,034 |
Excess tax benefit from share-based compensation | (1,504) | |
Gain on mark to market adjustment related to contingent consideration liability | (2,323) | (2,453) |
Non-cash charge for sale of inventories revalued at acquisition | 193 | |
Change in assets and liabilities, net of effects of acquisitions: | ||
Trade receivables, net | (15,087) | (14,016) |
Inventories | (60,188) | (55,339) |
Other assets | (47,544) | 2,460 |
Trade payables | 3,789 | 23,022 |
Accrued compensation | (6,213) | 3,881 |
Other accrued expenses | (20,944) | (5,755) |
Income taxes payable | (17,892) | 7,252 |
Accrued / prepaid pensions | (7,209) | (3,969) |
Other liabilities | 566 | (12,639) |
Other | 46,771 | (17,345) |
Net cash provided by operating activities | 106,816 | 70,805 |
Cash flows from investing activities: | ||
Purchased property, plant and equipment | (46,520) | (35,511) |
Purchased businesses, net of cash acquired | 2,389 | (123,305) |
Purchased investments | (1,250) | |
Proceeds from sale of property, plant and equipment | 2,178 | 745 |
Net cash used in investing activities | (41,953) | (159,321) |
Cash flows from financing activities: | ||
Proceeds from issuance of long-term debt | 643,000 | |
Repayment of long-term debt and payment of debt issuance costs | (70,750) | (540,524) |
Net payment of notes payable | (9,849) | (10,921) |
Dividends paid | (23,263) | (22,058) |
Purchase of redeemable non-controlling interest | (3,127) | |
Proceeds from stock options exercised | 5,228 | 15,033 |
Excess tax benefit from share-based compensation | 1,504 | |
Repurchases of common stock | (4,553) | (21,717) |
Net cash (used in) provided by financing activities | (103,187) | 61,190 |
Effect of exchange rate changes on cash and cash equivalents | (5,990) | 4,676 |
Net change in cash and cash equivalents | (44,314) | (22,650) |
Cash and cash equivalents at beginning of period | 194,398 | 142,245 |
Cash and cash equivalents at end of period | 150,084 | 119,595 |
Supplemental disclosure of cash flow information: | ||
Dividends paid with company stock | 151 | 231 |
Cash paid for interest, net of amount capitalized of $227 and $201 for the periods ended September 1, 2018 and September 2, 2017, respectively | 84,189 | 25,823 |
Cash paid for income taxes, net of refunds | $ 27,492 | $ 22,044 |
Condensed Consolidated Stateme8
Condensed Consolidated Statements of Cash Flows (Unaudited) (Parentheticals) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 01, 2018 | Sep. 02, 2017 | |
Capitalized interest costs | $ 227 | $ 201 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Business Description and Accounting Policies [Text Block] | Note 1: 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 2, 2017 New Accounting Pronouncements In August 2018, No. 2018 15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 40 may November 29, 2020 In August 2018, No. 2018 14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Topic 715 20 one November 28, 2021 In August 2018, No. 2018 13, Fair Value Measurement (Topic 820 1 2 3 3 3 November 29, 2020 In July 2018, No. 2018 11, Leases (Topic 842 not 842 840. not No. 2016 02 No. 2016 02. In July 2018, No. 2018 10, Codification Improvements to Topic 842, No. 2016 02. No. 2016 02 In February 2018, No. 2018 02, Income Statement – Reporting Comprehensive Income (Topic 220 740, nine September 1, 2018. No. 2018 02 December 1, 2019, first 2018 $18,341 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 9. 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 November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 December 2, 2018. not In October 2016, No. 2016 16, Income Taxes (Topic 740 third December 2, 2018. not 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 first 2018. $266 $1,095 three nine September 1, 2018, no 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 December 2, 2018. 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. may no not |
Note 2 - Acquisitions
Note 2 - Acquisitions | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Business Combination Disclosure [Text Block] | Note 2: Adecol On November 1, 2017, 145.9 $44,682, The acquisition fair value measurement was preliminary as of September 1, 2018, no twelve The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: December 2, 2017 Adjustments September 1, 2018 Current assets $ 17,877 $ (1,504 ) $ 16,373 Property, plant and equipment 7,308 302 7,610 Goodwill 23,282 1,015 24,297 Other intangibles Customer relationships 17,016 (383 ) 16,633 Trademarks/trade names 1,363 (65 ) 1,298 Other assets 4,811 - 4,811 Current liabilities (12,765 ) 112 (12,653 ) Other liabilities (14,210 ) 523 (13,687 ) Total purchase price $ 44,682 $ - $ 44,682 The preliminary expected lives of the acquired intangible assets are 13 five Based on the preliminary fair value measurement of the assets acquired and liabilities assumed, we allocated $24,297 not Royal Adhesives On October 20, 2017, 19 five $1,622,728 third 2018, $2,389 $1,620,339. The acquisition fair value measurement was preliminary as of September 1, 2018, no twelve The following table summarizes the preliminary fair value measurement of the assets acquired and liabilities assumed as of the date of acquisition: December 2, 2017 Adjustments September 1, 2018 Accounts receivable $ 64,904 $ 1,287 $ 66,191 Inventory 93,680 238 93,918 Other current assets 58,508 582 59,090 Property, plant and equipment 126,192 (6,055 ) 120,137 Goodwill 866,013 1,603 867,616 Other intangibles Developed technology 59,800 (100 ) 59,700 Customer relationships 645,300 19,300 664,600 Trademarks/trade names 53,600 (22,600 ) 31,000 Other assets 1,443 (36 ) 1,407 Accounts payable (40,211 ) 1,821 (38,390 ) Other current liabilities (37,261 ) 123 (37,138 ) Other liabilities (269,240 ) 1,448 (267,792 ) Total purchase price $ 1,622,728 $ (2,389 ) $ 1,620,339 The preliminary expected lives of the acquired intangible assets are 15 18 15 Based on the preliminary fair value measurement of the assets acquired and liabilities assumed, we allocated $867,616 $38,275. not Wisdom Adhesives On January 27, 2017, $123,549 The following table summarizes the final fair value measurement of the assets acquired and liabilities assumed as of the acquisition date: December 2, 2017 Current assets $ 13,844 Property, plant and equipment 8,641 Goodwill 59,826 Other intangibles Customer relationships 45,300 Trademarks/trade names 4,400 Current liabilities (8,462 ) Total purchase price $ 123,549 The expected lives of the acquired intangible assets are 15 10 Based on the fair value measurement of the assets acquired and liabilities assumed, we allocated $59,826 |
Note 3 - Restructuring Actions
Note 3 - Restructuring Actions | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Restructuring and Related Activities Disclosure [Text Block] | Note 3: The Company has approved restructuring plans consisting of consolidation plans, organizational changes and other actions related to the integration of the operations of Royal Adhesives with the operations of the Company and other actions to optimize operations during the nine September 1, 2018 September 2, 2017. Three Months Ended Nine Months Ended September 1, 2018 September 2, 2017 September 1, 2018 September 2, 2017 Cost of sales $ 1,939 $ 471 $ 3,127 $ 9,370 Selling, general and administrative 864 799 2,829 7,702 $ 2,803 $ 1,270 $ 5,956 $ 17,072 The following table summarizes the pre-tax impact of restructuring charges by segment: Three Months Ended Nine Months Ended September 1, 2018 September 2, 2017 September 1, 2018 September 2, 2017 Americas Adhesives $ 602 $ 283 $ 1,458 $ 2,048 EIMEA 478 704 1,003 6,759 Asia Pacific 3 45 6 1,932 Construction Adhesives 1,748 164 3,102 5,622 Engineering Adhesives (28 ) 74 387 711 $ 2,803 $ 1,270 $ 5,956 $ 17,072 A summary of the restructuring liability is presented below: Employee- Related Asset-Related Other Total Expenses incurred $ 10,266 $ 5,394 $ 2,371 $ 18,031 Non-cash charges - (4,291 ) - (4,291 ) Cash payments (9,210 ) (1,103 ) (2,351 ) (12,664 ) Foreign currency translation 430 - - 430 Balance at December 2, 2017 $ 1,486 $ - $ 20 $ 1,506 Expenses incurred 4,151 1,554 251 5,956 Non-cash charges - (1,027 ) - (1,027 ) Cash payments (2,198 ) (527 ) (271 ) (2,996 ) Foreign currency translation (38 ) - - (38 ) Balance at September 1, 2018 $ 3,401 $ - $ - $ 3,401 Non-cash charges for the nine September 1, 2018 nine September 2, 2017 |
Note 4 - Inventories
Note 4 - Inventories | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Inventory Disclosure [Text Block] | Note 4: The composition of inventories is as follows: September 1, December 2, 2018 2017 Raw materials $ 192,526 $ 174,325 Finished goods 221,658 198,273 LIFO reserve (13,093 ) (13,093 ) Total inventories $ 401,091 $ 359,505 |
Note 5 - Goodwill and Other Int
Note 5 - Goodwill and Other Intangible Assets | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Goodwill and Intangible Assets Disclosure [Text Block] | Note 5: Goodwill and Other Intangible Assets The goodwill activity for the nine September 1, 2018 Americas Asia Construction Engineering Adhesives EIMEA Pacific Adhesives Adhesives Total Balance at December 2, 2017 $ 373,328 $ 177,464 $ 21,514 $ 324,860 $ 439,518 $ 1,336,684 Acquisitions 1 2,550 20,582 (194 ) (14,322 ) (5,998 ) 2,618 Currency impact (3,839 ) (7,709 ) 67 (332 ) (10,572 ) (22,385 ) Balance at September 1, 2018 $ 372,039 $ 190,337 $ 21,387 $ 310,206 $ 422,948 $ 1,316,917 1 Adjustments to preliminary goodwill for Royal Adhesives and Adecol as of September 1, 2018. As discussed in Note 17, 2018, five Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows: September 1, 2018 Amortizable Intangible Assets Purchased Technology and Patents Customer Relationships All Other Total Original cost $ 130,971 $ 956,923 $ 109,304 $ 1,197,198 Accumulated amortization (35,024 ) (184,777 ) (47,693 ) (267,494 ) Net identifiable intangibles $ 95,947 $ 772,146 $ 61,611 $ 929,704 December 2, 2017 Amortizable Intangible Assets Purchased Technology and Patents Customer Relationships All Other Total Original cost $ 132,495 $ 968,060 $ 110,576 $ 1,211,131 Accumulated amortization (27,478 ) (144,964 ) (37,417 ) (209,859 ) Net identifiable intangibles $ 105,017 $ 823,096 $ 73,159 $ 1,001,272 Amortization expense with respect to amortizable intangible assets was $19,116 $7,899 three September 1, 2018 September 2, 2017, $57,635 $23,128 nine September 1, 2018 September 2, 2017, Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five Fiscal Year Remainder 2018 2019 2020 2021 2022 Thereafter Amortization Expense $ 19,024 $ 75,846 $ 73,309 $ 71,767 $ 69,193 $ 620,565 Non-amortizable intangible assets as of September 1, 2018 December 2, 2017 $506 $520, |
Note 6 - Long-term Debt
Note 6 - Long-term Debt | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Debt Disclosure [Text Block] | Note 6: On February 27, 2018, $200,000 October 20, 2017 4.589 March 9, 2018, $100,000 4.490 March 26, 2018, $200,000 4.176 13 On April 23, 2018, 2.25 2.00 |
Note 7 - Redeemable Non-control
Note 7 - Redeemable Non-controlling Interest | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Noncontrolling Interest Disclosure [Text Block] | Note 7: Prior to the end of the first 2017, August 1, 2018, 24 1 5 13 €3,500. The results of operations for the HBF Kimya non-controlling interest were consolidated in our financial statements. Both the non-controlling interest and the accretion adjustment to redemption value were included in net income attributable to non-controlling interests in the Consolidated Statements of Income for the three March 4, 2017. During the three March 4, 2017, €4,206. three March 4, 2017. |
Note 8 - Accounting for Share-b
Note 8 - Accounting for Share-based Compensation | 9 Months Ended |
Sep. 01, 2018 | |
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 2, 2017. During the first 2018, No. 2016 09, Improvements to Employee Share-Based Payment Accounting 1 No. 2016 09. 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 nine September 1, 2018 September 2, 2017 Three Months Ended Nine Months Ended September 1, 2018 September 2, 2017 September 1, 2018 September 2, 2017 Expected life (in years) 4.75 4.75 4.75 4.75 Weighted-average expected volatility 23.36% 23.91% 23.30% 24.84% Expected volatility 23.36% 23.91% 23.18% - 23.58% 23.91% - 24.88% Risk-free interest rate 2.72% 1.85% 2.38% - 2.90% 1.89% Expected dividend yield 1.16% 1.15% 1.14% 1.12% Weighted-average fair value of grants $11.75 $10.58 $11.38 $10.81 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 was $5,005 $3,191 three September 1, 2018 September 2, 2017, $15,439 $12,034 nine September 1, 2018 September 2, 2017, nine September 1, 2018, No. 2016 09. three nine September 2, 2017, $151 $1,504 As of September 1, 2018, $14,784 1.4 $11,749, 1.2 Stock Option Activity The stock option activity for the nine September 1, 2018 Average Options Exercise Price Outstanding at December 2, 2017 3,860,764 $ 42.28 Granted 810,306 53.07 Exercised (163,190 ) 30.86 Forfeited or cancelled (6,281 ) 44.00 Outstanding at September 1, 2018 4,501,599 $ 44.64 The fair value of options granted during the three September 1, 2018 September 2, 2017 $180 $46, three September 1, 2018 September 2, 2017 $2,066 $474, nine September 1, 2018 September 2, 2017 $9,217 $7,803, nine September 1, 2018 September 2, 2017 $3,876 $7,099, Proceeds received from option exercises during the three September 1, 2018 September 2, 2017 $2,841 $1,107, $5,228 $15,033 nine September 1, 2018 September 2, 2017 . Restricted Stock Activity The nonvested restricted stock activity for the nine September 1, 2018 Units Weighted- Average Grant Date Fair Value Weighted- Average Remaining Contractual Life (in Years) Nonvested at December 2, 2017 462,241 $ 44.80 1.0 Granted 147,601 51.29 2.4 Vested (190,249 ) 43.67 - Forfeited (2,947 ) 47.20 1.3 Nonvested at September 1, 2018 416,646 $ 47.60 1.2 Total fair value of restricted stock vested during the three September 1, 2018 September 2, 2017 $278 $250, nine September 1, 2018 September 2, 2017 $8,755 $7,643, September 1, 2018 $19,831. We repurchased 1,945 1,837 three September 1, 2018 September 2, 2017, 68,881 55,646 nine September 1, 2018 September 2, 2017, 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 nine September 1, 2018 Non-employee Directors Employees Total Units outstanding December 2, 2017 443,570 31,606 475,176 Participant contributions 11,738 6,274 18,012 Company match contributions 19,610 627 20,237 Payouts - (6,090 ) (6,090 ) Units outstanding September 1, 2018 474,918 32,417 507,335 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 | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Pension and Other Postretirement Benefits Disclosure [Text Block] | Note 9: Three Months Ended September 1, 2018 and September 2, 2017 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2018 2017 2018 2017 2018 2017 Service cost $ 14 $ 27 $ 566 $ 546 $ 43 $ 52 Interest cost 3,419 3,603 1,141 1,199 371 399 Expected return on assets (6,541 ) (6,365 ) (2,710 ) (2,510 ) (1,724 ) (1,447 ) Amortization: Prior service cost 7 8 (1 ) (1 ) - - Actuarial loss 1,476 1,308 710 893 15 251 Net periodic (benefit) cost $ (1,625 ) $ (1,419 ) $ (294 ) $ 127 $ (1,295 ) $ (745 ) Nine Months Ended September 1, 2018 and September 2, 2017 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2018 2017 2018 2017 2018 2017 Service cost $ 42 $ 83 $ 1,746 $ 1,566 $ 129 $ 156 Interest cost 10,257 10,809 3,526 3,490 1,113 1,195 Expected return on assets (19,623 ) (19,093 ) (8,385 ) (7,301 ) (5,172 ) (4,341 ) Amortization: Prior service cost 21 22 (3 ) (3 ) - - Actuarial loss 4,428 3,922 2,191 2,581 45 757 Net periodic (benefit) cost $ (4,875 ) $ (4,257 ) $ (925 ) $ 333 $ (3,885 ) $ (2,233 ) |
Note 10 - Accumulated Other Com
Note 10 - Accumulated Other Comprehensive Income (Loss) | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Accumulated Other Comprehensive Income (Loss) Disclosure [Text Block] | Note 10: ated Other Comprehensive Income (Loss) The following table provides details of total comprehensive income (loss): Three Months Ended September 1, 2018 Three Months Ended September 2, 2017 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 - - $ 37,730 $ 6 - - $ 25,138 $ 1 Foreign currency translation adjustment¹ $ (36,807 ) - (36,807 ) (7 ) $ 29,102 - 29,102 (12 ) Reclassification to earnings: Defined benefit pension plans adjustment² 2,207 $ (569 ) 1,638 - 2,459 $ (832 ) 1,627 - Interest rate swap³ (1,921 ) 480 (1,441 ) - 16 (6 ) 10 - Cash flow hedges³ (1,093 ) (122 ) (1,215 ) - (160 ) 61 (99 ) - Other comprehensive income (loss) $ (37,614 ) $ (211 ) (37,825 ) (7 ) $ 31,417 $ (777 ) 30,640 (12 ) Comprehensive income (loss) $ (95 ) $ (1 ) $ 55,778 $ (11 ) Nine Months Ended September 1, 2018 Nine Months Ended September 2, 2017 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 - - $ 129,863 $ 4 - - $ 65,800 $ 34 Foreign currency translation adjustment¹ $ (56,091 ) - (56,091 ) (25 ) $ 37,095 - 37,095 (11 ) Reclassification to earnings: Defined benefit pension plans adjustment² 6,683 $ (1,725 ) 4,958 - 7,279 $ (2,469 ) 4,810 - Interest rate swap³ 24,918 (5,823 ) 19,095 - 48 (18 ) 30 - Cash flow hedges³ (5,606 ) (2,462 ) (8,068 ) - 11 (4 ) 7 - Other comprehensive $ (30,096 ) $ (10,010 ) (40,106 ) (25 ) $ 44,433 $ (2,491 ) 41,942 (11 ) Comprehensive income (loss) $ 89,757 $ (21 ) $ 107,742 $ 23 ¹ Income taxes are not nine September 2, 2017 $11,317 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 and SG&A expense. ³ Income (loss) reclassified from AOCI into earnings is reported in other income (expense), net. The components of accumulated other comprehensive loss is as follows: September 1, 2018 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (112,225 ) $ (112,175 ) $ (50 ) Defined benefit pension plans adjustment, net of taxes of $72,657 (136,213 ) (136,213 ) - Interest rate swap, net of taxes of ($7,006) 21,017 21,017 - Cash flow hedges, net of taxes of $814 (13,390 ) (13,390 ) - Reclassification of AOCI tax effects (18,341 ) (18,341 ) - Accumulated other comprehensive loss $ (259,152 ) $ (259,102 ) $ (50 ) December 2, 2017 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (56,159 ) $ (56,084 ) $ (75 ) Defined benefit pension plans adjustment, net of taxes of $74,382 (141,171 ) (141,171 ) - Interest rate swap, net of taxes of ($1,183) 1,922 1,922 - Cash flow hedges, net of taxes of $3,276 (5,322 ) (5,322 ) - Accumulated other comprehensive loss $ (200,730 ) $ (200,655 ) $ (75 ) |
Note 11 - Income Taxes
Note 11 - Income Taxes | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Income Tax Disclosure [Text Block] | Note 11: On December 22, 2017, 35 21 January 1, 2018, 2018. one December 31, 2017. During the nine September 1, 2018, $35.6 $76.4 $40.8 one No. 118, Income Tax Accounting Implications of the Tax Cuts and Jobs Act Excess tax benefits related to employee share-based compensation, which were recorded as a reduction to income tax expense within the Condensed Consolidated Statement of Income, were $266 $1,095 three nine September 1, 2018, As of September 1, 2018, $8,524 740, Income Taxes $8,887 December 2, 2017. September 1, 2018, $795 nine September 1, 2018, $363. |
Note 12 - Earnings Per Share
Note 12 - Earnings Per Share | 9 Months Ended |
Sep. 01, 2018 | |
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 Nine Months Ended September 1, September 2, September 1, September 2, (Shares in thousands) 2018 2017 2018 2017 Weighted-average common shares - basic 50,632 50,384 50,551 50,374 Equivalent shares from share-based compensations plans 1,506 1,221 1,410 1,210 Weighted-average common and common equivalent shares - diluted 52,138 51,605 51,961 51,584 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. Share-based compensation awards for 1,558,690 27,942 three September 1, 2018 September 2, 2017, 2,423,367 97,687 nine September 1, 2018 September 2, 2017, |
Note 13 - Financial Instruments
Note 13 - Financial Instruments | 9 Months Ended |
Sep. 01, 2018 | |
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 a periodic basis as warranted. We do not Cash Flow Hedges Effective October 20, 2017, six $401,200 2021 2022. Effective February 24, 2017, $42,600 2020. Effective October 7, 2015, three $134,736 first 2017, second 2018 third 2019. As of September 1, 2018, $14,288 two $13,390 September 1, 2018. September 1, 2018 twelve $2,741. September 1, 2018, not not The following table summarizes the cross-currency swaps outstanding as of September 1, 2018: Fiscal Year of Expiration Interest Rate Notional Value Fair Value Pay EUR 2018 3.45% $ 44,912 $ (1,574 ) Receive USD 4.5374% Pay EUR 2019 3.80% $ 44,912 $ (2,510 ) Receive USD 5.0530% Pay EUR 2020 1.95% $ 42,600 $ (4,769 ) Receive USD 4.3038% Pay EUR 2021 2.75% $ 133,340 $ (1,415 ) Receive USD 4.9330% Pay EUR 2022 3.00% $ 267,860 $ (4,020 ) Receive USD 5.1803% Total $ 533,624 $ (14,288 ) On March 26, 2018, $200,000 $2,150,000 4.176 March 9, 2018, $100,000 $2,150,000 4.490 February 27, 2018, $200,000 $2,150,000 4.589 October 20, 2017, $1,050,000 $2,150,000 October 20, 2017 4.0275 $28,012 September 1, 2018 first $1,550,000 no On April 23, 2018, 2.25 2.00 The amounts of pretax gains (losses) recognized in Comprehensive Income related to derivative instruments designated as cash flow hedges are as follows: Nine Months Ended September 1, 2018 September 2, 2017 Amount Amount Cross-currency swap contracts $ (5,606 ) $ 11 Interest rate swap contracts 24,918 48 Fair Value Hedges On February 14, 2017, $150,000 $300,000 February 14, 2017 1 1.86 $8,295 September 1, 2018, no no Derivatives Not The company uses foreign currency forward contracts to offset its exposure to the change in value of certain foreign currency denominated assets and liabilities held at foreign subsidiaries that are remeasured at the end of each period. Although the contracts are effective economic hedges, they are not See Note 14 As of September 1, 2018, September 4, 2018 April 15, 2019. The amounts of pretax gains (losses) recognized in other (expense) income, net related to derivative instruments not Nine Months Ended September 1, 2018 September 2, 2017 Foreign currency forward contracts $ 10,520 $ (1,606 ) 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 September 1, 2018, no |
Note 14 - Fair Value Measuremen
Note 14 - Fair Value Measurements | 9 Months Ended |
Sep. 01, 2018 | |
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 September 1, 2018 December 2, 2017, September 1, Fair Value Measurements Using: Description 2018 Level 1 Level 2 Level 3 Assets: Marketable securities $ 8,246 $ 8,246 $ - $ - Foreign exchange contract assets 11,356 - 11,356 - Interest rate swaps, cash flow hedges 28,012 28,012 Liabilities: Foreign exchange contract liabilities $ 836 $ - $ 836 $ - Interest rate swaps, fair value hedges 8,295 - 8,295 - Cross currency cash flow hedges 14,288 - 14,288 - Contingent consideration liability 199 - - 199 December 2, Fair Value Measurements Using: Description 2017 Level 1 Level 2 Level 3 Assets: Marketable securities $ 7,528 $ 7,528 $ - $ - Foreign exchange contract assets 600 - 600 - Interest rate swaps, cash flow hedges 3,104 - 3,104 - Liabilities: Foreign exchange contract liabilities $ 4,397 $ - $ 4,397 $ - Interest rate swaps, fair value hedges 2,121 - 2,121 - Cross-currency cash flow hedges 20,136 - 20,136 - Contingent consideration liability 496 - - 496 Long-term debt had an estimated fair value of $2,292,073 $2,452,034 September 1, 2018 December 2, 2017, not We use the income approach in calculating the fair value of our contingent consideration liability using a real option model with Level 3 The contingent consideration liability activity for the nine September 1, 2018 Amount Balance at December 2, 2017 $ 496 Mark to market adjustment 51 Foreign currency translation adjustment (348 ) Balance at September 1, 2018 $ 199 Balances Measured at Fair Value on a Nonrecurring Basis We measure certain assets and liabilities at fair value on a nonrecurring basis. These assets include tangible and intangible assets acquired and liabilities assumed in an acquisition, and cost basis investments that are written down to fair value when they are determined to be impaired. Property, plant and equipment related to acquisitions – 3 Intangible assets related to acquisitions 3 See Note 2 |
Note 15 - Share Repurchase Prog
Note 15 - Share Repurchase Program | 9 Months Ended |
Sep. 01, 2018 | |
Notes to Financial Statements | |
Stockholders' Equity Note Disclosure [Text Block] | Note 15: On April 6, 2017, $200,000 September 30, 2010 We did not nine September 1, 2018. nine September 2, 2017, April 6, 2017 $12,830. $250 $12,580 During the nine September 2, 2017, September 30, 2010 $6,284. $125 $6,159 |
Note 16 - Commitments and Conti
Note 16 - Commitments and Contingencies | 9 Months Ended |
Sep. 01, 2018 | |
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 (CERCLA) and/or similar state laws that impose liability for costs relating to the clean up of contamination resulting from past spills, disposal or other release of hazardous substances. We are also subject to similar laws in some of the countries where current and former facilities are located. Our environmental, health and safety department monitors compliance with applicable laws on a global basis. To the extent we can reasonably estimate the amount of our probable liabilities for environmental matters, we establish an undiscounted financial provision. We recorded liabilities of $11,425 $11,380 September 1, 2018 December 2, 2017, $4,756 $5,000 September 1, 2018 December 2, 2017, 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: Nine Months Ended 3 Years Ended September 1, 2018 September 2, 2017 December 2, 2017 Lawsuits and claims settled 7 7 33 Settlement amounts $ 334 $ 1,605 $ 3,891 Insurance payments received or expected to be received $ 281 $ 1,312 $ 2,931 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 We have retained legal counsel to conduct an internal investigation of possible resale of our products by certain customers to Iran contrary to U.S. law and regulations and our compliance policy. The sales to those particular customers being investigated represented less than one three 2011 2014 January 2018, zero $10,000. |
Note 17 - Operating Segments
Note 17 - Operating Segments | 9 Months Ended |
Sep. 01, 2018 | |
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. Operating results of each segment are regularly reviewed by our chief operating decision maker to make decisions about resources to be allocated to the segments and assess their performance. Corporate expenses are fully allocated to each operating segment. Corporate assets are not As of December 2, 2017, six 2018, five five The table below provides certain information regarding net revenue and segment operating income for each of our operating segments: Three Months Ended September 1, 2018 September 2, 2017 Trade Revenue Inter- Segment Revenue Segment Operating Income Trade Revenue Inter- Segment Revenue Segment Operating Income (Loss) Americas Adhesives $ 282,490 $ 4,595 $ 34,816 $ 230,881 $ 3,998 $ 25,434 EIMEA 182,020 5,255 8,758 137,408 5,347 8,873 Asia Pacific 65,944 1,435 3,694 62,972 1,882 2,793 Construction Adhesives 121,140 (3 ) 12,767 59,080 - (698 ) Engineering Adhesives 118,513 - 11,100 72,528 - 3,779 Total $ 770,107 $ 71,135 $ 562,869 $ 40,181 Nine Months Ended September 1, 2018 September 2, 2017 Trade Revenue Inter- Segment Revenue Segment Operating Income Trade Revenue Inter- Segment Revenue Segment Operating Income (Loss) Americas Adhesives $ 821,813 $ 15,491 $ 84,934 $ 653,665 $ 11,855 $ 72,921 EIMEA 554,031 14,702 30,636 396,674 13,246 18,753 Asia Pacific 206,944 5,032 11,056 190,083 4,385 9,423 Construction Adhesives 340,179 (4 ) 25,705 179,880 - (3,234 ) Engineering Adhesives 349,606 - 32,675 207,541 - 11,667 Total $ 2,272,573 $ 185,006 $ 1,627,843 $ 109,530 The table below provides a reconciliation of segment operating income to income before income taxes and income from equity method investments: Three Months Ended Nine Months Ended September 1, September 2, September 1, September 2, 2018 2017 2018 2017 Segment operating income $ 71,135 $ 40,181 $ 185,006 $ 109,530 Other income (expense), net (1,375 ) (602 ) 3,508 (1,506 ) Interest expense (24,924 ) (7,348 ) (74,651 ) (22,461 ) Income before income taxes and income from equity method investments $ 44,836 $ 32,231 $ 113,863 $ 85,563 |
Significant Accounting Policies
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 01, 2018 | |
Accounting Policies [Abstract] | |
New Accounting Pronouncements, Policy [Policy Text Block] | New Accounting Pronouncements In August 2018, No. 2018 15, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350 40 may November 29, 2020 In August 2018, No. 2018 14, Compensation – Retirement Benefits – Defined Benefit Plans – General (Topic 715 20 one November 28, 2021 In August 2018, No. 2018 13, Fair Value Measurement (Topic 820 1 2 3 3 3 November 29, 2020 In July 2018, No. 2018 11, Leases (Topic 842 not 842 840. not No. 2016 02 No. 2016 02. In July 2018, No. 2018 10, Codification Improvements to Topic 842, No. 2016 02. No. 2016 02 In February 2018, No. 2018 02, Income Statement – Reporting Comprehensive Income (Topic 220 740, nine September 1, 2018. No. 2018 02 December 1, 2019, first 2018 $18,341 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 9. 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 November 2016, No. 2016 18, Statement of Cash Flows (Topic 230 December 2, 2018. not In October 2016, No. 2016 16, Income Taxes (Topic 740 third December 2, 2018. not 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 first 2018. $266 $1,095 three nine September 1, 2018, no 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 December 2, 2018. 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. may no not |
Note 2 - Acquisitions (Tables)
Note 2 - Acquisitions (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed [Table Text Block] | December 2, 2017 Adjustments September 1, 2018 Current assets $ 17,877 $ (1,504 ) $ 16,373 Property, plant and equipment 7,308 302 7,610 Goodwill 23,282 1,015 24,297 Other intangibles Customer relationships 17,016 (383 ) 16,633 Trademarks/trade names 1,363 (65 ) 1,298 Other assets 4,811 - 4,811 Current liabilities (12,765 ) 112 (12,653 ) Other liabilities (14,210 ) 523 (13,687 ) Total purchase price $ 44,682 $ - $ 44,682 December 2, 2017 Adjustments September 1, 2018 Accounts receivable $ 64,904 $ 1,287 $ 66,191 Inventory 93,680 238 93,918 Other current assets 58,508 582 59,090 Property, plant and equipment 126,192 (6,055 ) 120,137 Goodwill 866,013 1,603 867,616 Other intangibles Developed technology 59,800 (100 ) 59,700 Customer relationships 645,300 19,300 664,600 Trademarks/trade names 53,600 (22,600 ) 31,000 Other assets 1,443 (36 ) 1,407 Accounts payable (40,211 ) 1,821 (38,390 ) Other current liabilities (37,261 ) 123 (37,138 ) Other liabilities (269,240 ) 1,448 (267,792 ) Total purchase price $ 1,622,728 $ (2,389 ) $ 1,620,339 December 2, 2017 Current assets $ 13,844 Property, plant and equipment 8,641 Goodwill 59,826 Other intangibles Customer relationships 45,300 Trademarks/trade names 4,400 Current liabilities (8,462 ) Total purchase price $ 123,549 |
Note 3 - Restructuring Actions
Note 3 - Restructuring Actions (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Restructuring and Related Costs [Table Text Block] | Three Months Ended Nine Months Ended September 1, 2018 September 2, 2017 September 1, 2018 September 2, 2017 Cost of sales $ 1,939 $ 471 $ 3,127 $ 9,370 Selling, general and administrative 864 799 2,829 7,702 $ 2,803 $ 1,270 $ 5,956 $ 17,072 |
Schedule of Restructuring Charges by Segment [Table Text Block] | Three Months Ended Nine Months Ended September 1, 2018 September 2, 2017 September 1, 2018 September 2, 2017 Americas Adhesives $ 602 $ 283 $ 1,458 $ 2,048 EIMEA 478 704 1,003 6,759 Asia Pacific 3 45 6 1,932 Construction Adhesives 1,748 164 3,102 5,622 Engineering Adhesives (28 ) 74 387 711 $ 2,803 $ 1,270 $ 5,956 $ 17,072 |
Schedule of Restructuring Reserve by Type of Cost [Table Text Block] | Employee- Related Asset-Related Other Total Expenses incurred $ 10,266 $ 5,394 $ 2,371 $ 18,031 Non-cash charges - (4,291 ) - (4,291 ) Cash payments (9,210 ) (1,103 ) (2,351 ) (12,664 ) Foreign currency translation 430 - - 430 Balance at December 2, 2017 $ 1,486 $ - $ 20 $ 1,506 Expenses incurred 4,151 1,554 251 5,956 Non-cash charges - (1,027 ) - (1,027 ) Cash payments (2,198 ) (527 ) (271 ) (2,996 ) Foreign currency translation (38 ) - - (38 ) Balance at September 1, 2018 $ 3,401 $ - $ - $ 3,401 |
Note 4 - Inventories (Tables)
Note 4 - Inventories (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Inventory, Current [Table Text Block] | September 1, December 2, 2018 2017 Raw materials $ 192,526 $ 174,325 Finished goods 221,658 198,273 LIFO reserve (13,093 ) (13,093 ) Total inventories $ 401,091 $ 359,505 |
Note 5 - Goodwill and Other I30
Note 5 - Goodwill and Other Intangible Assets (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Acquired Finite-Lived Intangible Assets by Major Class [Table Text Block] | September 1, 2018 Amortizable Intangible Assets Purchased Technology and Patents Customer Relationships All Other Total Original cost $ 130,971 $ 956,923 $ 109,304 $ 1,197,198 Accumulated amortization (35,024 ) (184,777 ) (47,693 ) (267,494 ) Net identifiable intangibles $ 95,947 $ 772,146 $ 61,611 $ 929,704 December 2, 2017 Amortizable Intangible Assets Purchased Technology and Patents Customer Relationships All Other Total Original cost $ 132,495 $ 968,060 $ 110,576 $ 1,211,131 Accumulated amortization (27,478 ) (144,964 ) (37,417 ) (209,859 ) Net identifiable intangibles $ 105,017 $ 823,096 $ 73,159 $ 1,001,272 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Fiscal Year Remainder 2018 2019 2020 2021 2022 Thereafter Amortization Expense $ 19,024 $ 75,846 $ 73,309 $ 71,767 $ 69,193 $ 620,565 |
Operating Segments [Member] | |
Notes Tables | |
Schedule of Goodwill [Table Text Block] | Americas Asia Construction Engineering Adhesives EIMEA Pacific Adhesives Adhesives Total Balance at December 2, 2017 $ 373,328 $ 177,464 $ 21,514 $ 324,860 $ 439,518 $ 1,336,684 Acquisitions 1 2,550 20,582 (194 ) (14,322 ) (5,998 ) 2,618 Currency impact (3,839 ) (7,709 ) 67 (332 ) (10,572 ) (22,385 ) Balance at September 1, 2018 $ 372,039 $ 190,337 $ 21,387 $ 310,206 $ 422,948 $ 1,316,917 |
Note 8 - Accounting for Share31
Note 8 - Accounting for Share-based Compensation (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
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 Nine Months Ended September 1, 2018 September 2, 2017 September 1, 2018 September 2, 2017 Expected life (in years) 4.75 4.75 4.75 4.75 Weighted-average expected volatility 23.36% 23.91% 23.30% 24.84% Expected volatility 23.36% 23.91% 23.18% - 23.58% 23.91% - 24.88% Risk-free interest rate 2.72% 1.85% 2.38% - 2.90% 1.89% Expected dividend yield 1.16% 1.15% 1.14% 1.12% Weighted-average fair value of grants $11.75 $10.58 $11.38 $10.81 |
Share-based Compensation, Stock Options, Activity [Table Text Block] | Average Options Exercise Price Outstanding at December 2, 2017 3,860,764 $ 42.28 Granted 810,306 53.07 Exercised (163,190 ) 30.86 Forfeited or cancelled (6,281 ) 44.00 Outstanding at September 1, 2018 4,501,599 $ 44.64 |
Schedule of Nonvested Restricted Stock Units Activity [Table Text Block] | Units Weighted- Average Grant Date Fair Value Weighted- Average Remaining Contractual Life (in Years) Nonvested at December 2, 2017 462,241 $ 44.80 1.0 Granted 147,601 51.29 2.4 Vested (190,249 ) 43.67 - Forfeited (2,947 ) 47.20 1.3 Nonvested at September 1, 2018 416,646 $ 47.60 1.2 |
Schedule of Deferred Compensation Arrangement with Individual, Share-based Payments [Table Text Block] | Non-employee Directors Employees Total Units outstanding December 2, 2017 443,570 31,606 475,176 Participant contributions 11,738 6,274 18,012 Company match contributions 19,610 627 20,237 Payouts - (6,090 ) (6,090 ) Units outstanding September 1, 2018 474,918 32,417 507,335 |
Note 9 - Components of Net Pe32
Note 9 - Components of Net Periodic Cost (Benefit) Related to Pension and Other Postretirement Benefit Plans (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Net Benefit Costs [Table Text Block] | Three Months Ended September 1, 2018 and September 2, 2017 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2018 2017 2018 2017 2018 2017 Service cost $ 14 $ 27 $ 566 $ 546 $ 43 $ 52 Interest cost 3,419 3,603 1,141 1,199 371 399 Expected return on assets (6,541 ) (6,365 ) (2,710 ) (2,510 ) (1,724 ) (1,447 ) Amortization: Prior service cost 7 8 (1 ) (1 ) - - Actuarial loss 1,476 1,308 710 893 15 251 Net periodic (benefit) cost $ (1,625 ) $ (1,419 ) $ (294 ) $ 127 $ (1,295 ) $ (745 ) Nine Months Ended September 1, 2018 and September 2, 2017 Other Pension Benefits Postretirement U.S. Plans Non-U.S. Plans Benefits Net periodic cost (benefit): 2018 2017 2018 2017 2018 2017 Service cost $ 42 $ 83 $ 1,746 $ 1,566 $ 129 $ 156 Interest cost 10,257 10,809 3,526 3,490 1,113 1,195 Expected return on assets (19,623 ) (19,093 ) (8,385 ) (7,301 ) (5,172 ) (4,341 ) Amortization: Prior service cost 21 22 (3 ) (3 ) - - Actuarial loss 4,428 3,922 2,191 2,581 45 757 Net periodic (benefit) cost $ (4,875 ) $ (4,257 ) $ (925 ) $ 333 $ (3,885 ) $ (2,233 ) |
Note 10 - Accumulated Other C33
Note 10 - Accumulated Other Comprehensive Income (Loss) (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Comprehensive Income (Loss) [Table Text Block] | Three Months Ended September 1, 2018 Three Months Ended September 2, 2017 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 - - $ 37,730 $ 6 - - $ 25,138 $ 1 Foreign currency translation adjustment¹ $ (36,807 ) - (36,807 ) (7 ) $ 29,102 - 29,102 (12 ) Reclassification to earnings: Defined benefit pension plans adjustment² 2,207 $ (569 ) 1,638 - 2,459 $ (832 ) 1,627 - Interest rate swap³ (1,921 ) 480 (1,441 ) - 16 (6 ) 10 - Cash flow hedges³ (1,093 ) (122 ) (1,215 ) - (160 ) 61 (99 ) - Other comprehensive income (loss) $ (37,614 ) $ (211 ) (37,825 ) (7 ) $ 31,417 $ (777 ) 30,640 (12 ) Comprehensive income (loss) $ (95 ) $ (1 ) $ 55,778 $ (11 ) Nine Months Ended September 1, 2018 Nine Months Ended September 2, 2017 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 - - $ 129,863 $ 4 - - $ 65,800 $ 34 Foreign currency translation adjustment¹ $ (56,091 ) - (56,091 ) (25 ) $ 37,095 - 37,095 (11 ) Reclassification to earnings: Defined benefit pension plans adjustment² 6,683 $ (1,725 ) 4,958 - 7,279 $ (2,469 ) 4,810 - Interest rate swap³ 24,918 (5,823 ) 19,095 - 48 (18 ) 30 - Cash flow hedges³ (5,606 ) (2,462 ) (8,068 ) - 11 (4 ) 7 - Other comprehensive $ (30,096 ) $ (10,010 ) (40,106 ) (25 ) $ 44,433 $ (2,491 ) 41,942 (11 ) Comprehensive income (loss) $ 89,757 $ (21 ) $ 107,742 $ 23 |
Schedule of Accumulated Other Comprehensive Income (Loss) [Table Text Block] | September 1, 2018 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (112,225 ) $ (112,175 ) $ (50 ) Defined benefit pension plans adjustment, net of taxes of $72,657 (136,213 ) (136,213 ) - Interest rate swap, net of taxes of ($7,006) 21,017 21,017 - Cash flow hedges, net of taxes of $814 (13,390 ) (13,390 ) - Reclassification of AOCI tax effects (18,341 ) (18,341 ) - Accumulated other comprehensive loss $ (259,152 ) $ (259,102 ) $ (50 ) December 2, 2017 Total H.B. Fuller Stockholders Non- controlling Interests Foreign currency translation adjustment $ (56,159 ) $ (56,084 ) $ (75 ) Defined benefit pension plans adjustment, net of taxes of $74,382 (141,171 ) (141,171 ) - Interest rate swap, net of taxes of ($1,183) 1,922 1,922 - Cash flow hedges, net of taxes of $3,276 (5,322 ) (5,322 ) - Accumulated other comprehensive loss $ (200,730 ) $ (200,655 ) $ (75 ) |
Note 12 - Earnings Per Share (T
Note 12 - Earnings Per Share (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Three Months Ended Nine Months Ended September 1, September 2, September 1, September 2, (Shares in thousands) 2018 2017 2018 2017 Weighted-average common shares - basic 50,632 50,384 50,551 50,374 Equivalent shares from share-based compensations plans 1,506 1,221 1,410 1,210 Weighted-average common and common equivalent shares - diluted 52,138 51,605 51,961 51,584 |
Note 13 - Financial Instrumen35
Note 13 - Financial Instruments (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
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 2018 3.45% $ 44,912 $ (1,574 ) Receive USD 4.5374% Pay EUR 2019 3.80% $ 44,912 $ (2,510 ) Receive USD 5.0530% Pay EUR 2020 1.95% $ 42,600 $ (4,769 ) Receive USD 4.3038% Pay EUR 2021 2.75% $ 133,340 $ (1,415 ) Receive USD 4.9330% Pay EUR 2022 3.00% $ 267,860 $ (4,020 ) Receive USD 5.1803% Total $ 533,624 $ (14,288 ) |
Derivative Instruments, Gain (Loss) [Table Text Block] | Nine Months Ended September 1, 2018 September 2, 2017 Amount Amount Cross-currency swap contracts $ (5,606 ) $ 11 Interest rate swap contracts 24,918 48 Nine Months Ended September 1, 2018 September 2, 2017 Foreign currency forward contracts $ 10,520 $ (1,606 ) |
Note 14 - Fair Value Measurem36
Note 14 - Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] | September 1, Fair Value Measurements Using: Description 2018 Level 1 Level 2 Level 3 Assets: Marketable securities $ 8,246 $ 8,246 $ - $ - Foreign exchange contract assets 11,356 - 11,356 - Interest rate swaps, cash flow hedges 28,012 28,012 Liabilities: Foreign exchange contract liabilities $ 836 $ - $ 836 $ - Interest rate swaps, fair value hedges 8,295 - 8,295 - Cross currency cash flow hedges 14,288 - 14,288 - Contingent consideration liability 199 - - 199 December 2, Fair Value Measurements Using: Description 2017 Level 1 Level 2 Level 3 Assets: Marketable securities $ 7,528 $ 7,528 $ - $ - Foreign exchange contract assets 600 - 600 - Interest rate swaps, cash flow hedges 3,104 - 3,104 - Liabilities: Foreign exchange contract liabilities $ 4,397 $ - $ 4,397 $ - Interest rate swaps, fair value hedges 2,121 - 2,121 - Cross-currency cash flow hedges 20,136 - 20,136 - Contingent consideration liability 496 - - 496 |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block] | Amount Balance at December 2, 2017 $ 496 Mark to market adjustment 51 Foreign currency translation adjustment (348 ) Balance at September 1, 2018 $ 199 |
Note 16 - Commitments and Con37
Note 16 - Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Loss Contingencies by Contingency [Table Text Block] | Nine Months Ended 3 Years Ended September 1, 2018 September 2, 2017 December 2, 2017 Lawsuits and claims settled 7 7 33 Settlement amounts $ 334 $ 1,605 $ 3,891 Insurance payments received or expected to be received $ 281 $ 1,312 $ 2,931 |
Note 17 - Operating Segments (T
Note 17 - Operating Segments (Tables) | 9 Months Ended |
Sep. 01, 2018 | |
Notes Tables | |
Schedule of Segment Reporting Information, by Segment [Table Text Block] | Three Months Ended September 1, 2018 September 2, 2017 Trade Revenue Inter- Segment Revenue Segment Operating Income Trade Revenue Inter- Segment Revenue Segment Operating Income (Loss) Americas Adhesives $ 282,490 $ 4,595 $ 34,816 $ 230,881 $ 3,998 $ 25,434 EIMEA 182,020 5,255 8,758 137,408 5,347 8,873 Asia Pacific 65,944 1,435 3,694 62,972 1,882 2,793 Construction Adhesives 121,140 (3 ) 12,767 59,080 - (698 ) Engineering Adhesives 118,513 - 11,100 72,528 - 3,779 Total $ 770,107 $ 71,135 $ 562,869 $ 40,181 Nine Months Ended September 1, 2018 September 2, 2017 Trade Revenue Inter- Segment Revenue Segment Operating Income Trade Revenue Inter- Segment Revenue Segment Operating Income (Loss) Americas Adhesives $ 821,813 $ 15,491 $ 84,934 $ 653,665 $ 11,855 $ 72,921 EIMEA 554,031 14,702 30,636 396,674 13,246 18,753 Asia Pacific 206,944 5,032 11,056 190,083 4,385 9,423 Construction Adhesives 340,179 (4 ) 25,705 179,880 - (3,234 ) Engineering Adhesives 349,606 - 32,675 207,541 - 11,667 Total $ 2,272,573 $ 185,006 $ 1,627,843 $ 109,530 |
Reconciliation of Operating Profit (Loss) from Segments to Consolidated [Table Text Block] | Three Months Ended Nine Months Ended September 1, September 2, September 1, September 2, 2018 2017 2018 2017 Segment operating income $ 71,135 $ 40,181 $ 185,006 $ 109,530 Other income (expense), net (1,375 ) (602 ) 3,508 (1,506 ) Interest expense (24,924 ) (7,348 ) (74,651 ) (22,461 ) Income before income taxes and income from equity method investments $ 44,836 $ 32,231 $ 113,863 $ 85,563 |
Note 1 - Basis of Presentation
Note 1 - Basis of Presentation (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 01, 2018 | Mar. 03, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Income Tax Expense (Benefit), Total | $ 9,300 | $ 9,262 | $ (9,844) | $ 26,178 | |
Accounting Standards Update 2016-09 [Member] | |||||
Income Tax Expense (Benefit), Total | $ (266) | (1,095) | |||
AOCI Attributable to Parent [Member] | |||||
Reclassification of Tax Effects From AOCI | (18,341) | ||||
Retained Earnings [Member] | |||||
Reclassification of Tax Effects From AOCI | $ 18,341 | ||||
Accounting Standards Update 2018-02 [Member] | AOCI Attributable to Parent [Member] | |||||
Reclassification of Tax Effects From AOCI | $ (18,341) | ||||
Accounting Standards Update 2018-02 [Member] | Retained Earnings [Member] | |||||
Reclassification of Tax Effects From AOCI | $ 18,341 |
Note 2 - Acquisitions (Details
Note 2 - Acquisitions (Details Textual) $ in Thousands, R$ in Millions | Nov. 01, 2017USD ($) | Nov. 01, 2017BRL (R$) | Oct. 20, 2017USD ($) | Jan. 27, 2017USD ($) | Sep. 01, 2018USD ($) | Sep. 01, 2018USD ($) | Dec. 02, 2017USD ($) |
Goodwill, Ending Balance | $ 1,316,917 | $ 1,316,917 | $ 1,336,684 | ||||
Adecol [Member] | |||||||
Payments to Acquire Businesses, Gross | $ 44,682 | R$ 145.9 | |||||
Goodwill, Ending Balance | $ 24,297 | 24,297 | 24,297 | 23,282 | |||
Adecol [Member] | Customer Relationships [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 13 years | 13 years | |||||
Adecol [Member] | Trademarks and Trade Names [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 5 years | 5 years | |||||
Royal Adhesives [Member] | |||||||
Payments to Acquire Businesses, Gross | $ 1,622,728 | ||||||
Goodwill, Ending Balance | $ 867,616 | 867,616 | 867,616 | 866,013 | |||
Number of Manufacturing Facilities | 19 | ||||||
Number of Countries in which Entity Operates | 5 | ||||||
Proceeds from Previous Acquisition | $ 2,389 | ||||||
Business Combination, Consideration Transferred, Total | $ 1,620,339 | ||||||
Business Acquisition, Goodwill, Expected Tax Deductible Amount | $ 38,275 | ||||||
Royal Adhesives [Member] | Customer Relationships [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 18 years | ||||||
Royal Adhesives [Member] | Trademarks and Trade Names [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||
Royal Adhesives [Member] | Developed Technology Rights [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | |||||||
Payments to Acquire Businesses, Gross | $ 123,549 | ||||||
Goodwill, Ending Balance | $ 59,826 | $ 59,826 | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Customer Relationships [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 15 years | ||||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Trademarks and Trade Names [Member] | |||||||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Note 2 - Acquisitions - Assets
Note 2 - Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | 9 Months Ended | |||||
Sep. 01, 2018 | Dec. 02, 2017 | Nov. 01, 2017 | Oct. 20, 2017 | Jan. 27, 2017 | ||
Goodwill, Ending Balance | $ 1,316,917 | $ 1,336,684 | ||||
Goodwill, adjustment | [1] | 2,618 | ||||
Adecol [Member] | ||||||
Current assets | 16,373 | 17,877 | ||||
Current assets, adjustment | (1,504) | |||||
Property, plant and equipment | 7,610 | 7,308 | ||||
Property, plant and equipment, adjustment | 302 | |||||
Goodwill, Ending Balance | 24,297 | 23,282 | $ 24,297 | |||
Goodwill, adjustment | 1,015 | |||||
Other assets | 4,811 | 4,811 | ||||
Other assets, adjustment | ||||||
Current liabilities | (12,653) | (12,765) | ||||
Current liabilities, adjustment | 112 | |||||
Other liabilities | (13,687) | (14,210) | ||||
Other liabilities, adjustment | 523 | |||||
Total purchase price | 44,682 | 44,682 | ||||
Total purchase price, adjustment | ||||||
Adecol [Member] | Customer Relationships [Member] | ||||||
Other intangibles | 16,633 | 17,016 | ||||
Other intangibles, adjustment | (383) | |||||
Adecol [Member] | Trademarks and Trade Names [Member] | ||||||
Other intangibles | 1,298 | 1,363 | ||||
Other intangibles, adjustment | (65) | |||||
Royal Adhesives [Member] | ||||||
Property, plant and equipment | 120,137 | 126,192 | ||||
Property, plant and equipment, adjustment | (6,055) | |||||
Goodwill, Ending Balance | 867,616 | 866,013 | $ 867,616 | |||
Goodwill, adjustment | 1,603 | |||||
Other assets | 1,407 | 1,443 | ||||
Other assets, adjustment | (36) | |||||
Other liabilities | (267,792) | (269,240) | ||||
Other liabilities, adjustment | 1,448 | |||||
Total purchase price | 1,620,339 | 1,622,728 | ||||
Total purchase price, adjustment | (2,389) | |||||
Accounts receivable | 66,191 | 64,904 | ||||
Accounts receivable | 1,287 | |||||
Inventory | 93,918 | 93,680 | ||||
Inventory | 238 | |||||
Other current assets | 59,090 | 58,508 | ||||
Other current assets | 582 | |||||
Accounts payable | (38,390) | (40,211) | ||||
Accounts payable | 1,821 | |||||
Other current liabilities | (37,138) | (37,261) | ||||
Other current liabilities | 123 | |||||
Royal Adhesives [Member] | Customer Relationships [Member] | ||||||
Other intangibles | 664,600 | 645,300 | ||||
Other intangibles, adjustment | 19,300 | |||||
Royal Adhesives [Member] | Trademarks and Trade Names [Member] | ||||||
Other intangibles | 31,000 | 53,600 | ||||
Other intangibles, adjustment | (22,600) | |||||
Royal Adhesives [Member] | Developed Technology Rights [Member] | ||||||
Other intangibles | 59,700 | 59,800 | ||||
Other intangibles, adjustment | $ (100) | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | ||||||
Current assets | 13,844 | |||||
Property, plant and equipment | 8,641 | |||||
Goodwill, Ending Balance | 59,826 | $ 59,826 | ||||
Current liabilities | (8,462) | |||||
Total purchase price | 123,549 | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Customer Relationships [Member] | ||||||
Other intangibles | 45,300 | |||||
H. E. Wisdom & Sons, Inc. and Wisdom Adhesives Southeast, LLC [Member] | Trademarks and Trade Names [Member] | ||||||
Other intangibles | $ 4,400 | |||||
[1] | Adjustments to preliminary goodwill for Royal Adhesives and Adecol as of September 1, 2018. |
Note 3 - Restructuring Action42
Note 3 - Restructuring Actions - Restructuring Charges (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | Dec. 02, 2017 | |
Expenses incurred | $ 2,803 | $ 1,270 | $ 5,956 | $ 17,072 | $ 18,031 |
Cost of Sales [Member] | |||||
Expenses incurred | 1,939 | 471 | 3,127 | 9,370 | |
Selling, General and Administrative Expenses [Member] | |||||
Expenses incurred | $ 864 | $ 799 | $ 2,829 | $ 7,702 |
Note 3 - Restructuring Action43
Note 3 - Restructuring Actions - Restructuring Charges by Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | Dec. 02, 2017 | |
Expenses incurred | $ 2,803 | $ 1,270 | $ 5,956 | $ 17,072 | $ 18,031 |
Americas Adhesives [Member] | |||||
Expenses incurred | 602 | 283 | 1,458 | 2,048 | |
EIMEA [Member] | |||||
Expenses incurred | 478 | 704 | 1,003 | 6,759 | |
Asia Pacific [Member] | |||||
Expenses incurred | 3 | 45 | 6 | 1,932 | |
Construction Adhesives [Member] | |||||
Expenses incurred | 1,748 | 164 | 3,102 | 5,622 | |
Engineering Adhesives [Member] | |||||
Expenses incurred | $ (28) | $ 74 | $ 387 | $ 711 |
Note 3 - Restructuring Action44
Note 3 - Restructuring Actions - Restructuring Reserve (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | Dec. 02, 2017 | |
Expenses incurred | $ 2,803 | $ 1,270 | $ 5,956 | $ 17,072 | $ 18,031 |
Non-cash charges | (1,027) | (4,291) | |||
Cash payments | (2,996) | (12,664) | |||
Foreign currency translation | (38) | 430 | |||
Balance | 3,401 | 3,401 | 1,506 | ||
Employee Related [Member] | |||||
Expenses incurred | 4,151 | 10,266 | |||
Non-cash charges | |||||
Cash payments | (2,198) | (9,210) | |||
Foreign currency translation | (38) | 430 | |||
Balance | 3,401 | 3,401 | 1,486 | ||
Asset Related [Member] | |||||
Expenses incurred | 1,554 | 5,394 | |||
Non-cash charges | (1,027) | (4,291) | |||
Cash payments | (527) | (1,103) | |||
Foreign currency translation | |||||
Balance | |||||
Other Restructuring [Member] | |||||
Expenses incurred | 251 | 2,371 | |||
Non-cash charges | |||||
Cash payments | (271) | (2,351) | |||
Foreign currency translation | |||||
Balance | $ 20 |
Note 4 - Inventories - Inventor
Note 4 - Inventories - Inventories (Details) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Raw materials | $ 192,526 | $ 174,325 |
Finished goods | 221,658 | 198,273 |
LIFO reserve | (13,093) | (13,093) |
Total inventories | $ 401,091 | $ 359,505 |
Note 5 - Goodwill and Other I46
Note 5 - Goodwill and Other Intangible Assets (Details Textual) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 01, 2018USD ($) | Sep. 02, 2017USD ($) | Sep. 01, 2018USD ($) | Sep. 02, 2017USD ($) | Dec. 02, 2017USD ($) | |
Number of Operating Segments | 5 | ||||
Amortization of Intangible Assets, Total | $ 19,116 | $ 7,899 | $ 57,635 | $ 23,128 | |
Indefinite Lived Trademarks and Trade Names | $ 506 | $ 506 | $ 520 |
Note 5 - Goodwill and Other I47
Note 5 - Goodwill and Other Intangible Assets - Goodwill by Segment (Details) $ in Thousands | 9 Months Ended | |
Sep. 01, 2018USD ($) | ||
Goodwill | $ 1,336,684 | |
Acquisitions | 2,618 | [1] |
Currency impact | (22,385) | |
Goodwill | 1,316,917 | |
Americas Adhesives [Member] | ||
Goodwill | 373,328 | |
Acquisitions | 2,550 | [1] |
Currency impact | (3,839) | |
Goodwill | 372,039 | |
EIMEA [Member] | ||
Goodwill | 177,464 | |
Acquisitions | 20,582 | [1] |
Currency impact | (7,709) | |
Goodwill | 190,337 | |
Asia Pacific [Member] | ||
Goodwill | 21,514 | |
Acquisitions | (194) | [1] |
Currency impact | 67 | |
Goodwill | 21,387 | |
Construction Adhesives [Member] | ||
Goodwill | 324,860 | |
Acquisitions | (14,322) | [1] |
Currency impact | (332) | |
Goodwill | 310,206 | |
Engineering Adhesives [Member] | ||
Goodwill | 439,518 | |
Acquisitions | (5,998) | [1] |
Currency impact | (10,572) | |
Goodwill | $ 422,948 | |
[1] | Adjustments to preliminary goodwill for Royal Adhesives and Adecol as of September 1, 2018. |
Note 5 - Goodwill and Other I48
Note 5 - Goodwill and Other Intangible Assets - Amortizable Intangible Assets (Details) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Original cost | $ 1,197,198 | $ 1,211,131 |
Accumulated amortization | (267,494) | (209,859) |
Net identifiable intangibles | 929,704 | 1,001,272 |
Purchased Technology And Patents [Member] | ||
Original cost | 130,971 | 132,495 |
Accumulated amortization | (35,024) | (27,478) |
Net identifiable intangibles | 95,947 | 105,017 |
Customer Relationships [Member] | ||
Original cost | 956,923 | 968,060 |
Accumulated amortization | (184,777) | (144,964) |
Net identifiable intangibles | 772,146 | 823,096 |
Other Intangible Assets [Member] | ||
Original cost | 109,304 | 110,576 |
Accumulated amortization | (47,693) | (37,417) |
Net identifiable intangibles | $ 61,611 | $ 73,159 |
Note 5 - Goodwill and Other I49
Note 5 - Goodwill and Other Intangible Assets - Estimated Aggregate Amortization Expense (Details) $ in Thousands | Sep. 01, 2018USD ($) |
Remainder of 2018 | $ 19,024 |
2,019 | 75,846 |
2,020 | 73,309 |
2,021 | 71,767 |
2,022 | 69,193 |
Thereafter | $ 620,565 |
Note 6 - Long-term Debt (Detail
Note 6 - Long-term Debt (Details Textual) - USD ($) $ in Thousands | Apr. 23, 2018 | Apr. 22, 2018 | Oct. 20, 2017 | Mar. 26, 2018 | Mar. 09, 2018 | Feb. 27, 2018 | Feb. 26, 2018 |
London Interbank Offered Rate (LIBOR) [Member] | Term Loan B [Member] | |||||||
Derivative, Fixed Interest Rate | 4.49% | ||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.25% | 2.25% | ||||
Interest Rate Swap [Member] | |||||||
Derivative, Amount of Hedged Item | $ 1,050,000 | $ 200,000 | $ 100,000 | $ 200,000 | $ 200,000 | ||
Derivative, Fixed Interest Rate | 4.0275% | 4.176% | 4.49% | 4.589% |
Note 7 - Redeemable Non-contr51
Note 7 - Redeemable Non-controlling Interest (Details Textual) - EUR (€) € in Thousands | 9 Months Ended | |
Sep. 01, 2018 | Mar. 04, 2017 | |
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 8 - Accounting for Share52
Note 8 - Accounting for Share-based Compensation (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Adjustments to Additional Paid in Capital, Income Tax Benefit from Share-based Compensation | $ 151 | $ 1,504 | ||
Fair Value Options Granted During Period Value Share-based Compensation | $ 180 | 46 | $ 9,217 | 7,803 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period, Intrinsic Value | 2,066 | 474 | 3,876 | 7,099 |
Proceeds from Stock Options Exercised | 2,841 | 1,107 | 5,228 | 15,033 |
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period, Fair Value | 278 | $ 250 | 8,755 | $ 7,643 |
Total Fair Value of Nonvested Restricted Stock | $ 19,831 | $ 19,831 | ||
Repurchased Restricted Stock Shares | 1,945 | 1,837 | 68,881 | 55,646 |
Deferred Compensation Plan, Matching Percentage | 10.00% | |||
Employee Stock Option [Member] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | $ 14,784 | $ 14,784 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 146 days | |||
Restricted Stock Units (RSUs) [Member] | ||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Total | 11,749 | $ 11,749 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 73 days | |||
Selling, General and Administrative Expenses [Member] | ||||
Allocated Share-based Compensation Expense, Total | $ 5,005 | $ 3,191 | $ 15,439 | $ 12,034 |
Note 8 - Accounting for Share53
Note 8 - Accounting for Share-based Compensation - Fair Value of Options Granted (Details) - $ / shares | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Expected life (Year) | 4 years 273 days | 4 years 273 days | 4 years 273 days | 4 years 273 days |
Weighted-average expected volatility | 23.36% | 23.91% | 23.30% | 24.84% |
Expected volatility | 23.36% | 23.91% | ||
Risk-free interest rate | 2.72% | 1.85% | 1.89% | |
Expected dividend yield | 1.16% | 1.15% | 1.14% | 1.12% |
Weighted-average fair value of grants (in dollars per share) | $ 11.75 | $ 10.58 | $ 11.38 | $ 10.81 |
Minimum [Member] | ||||
Expected volatility | 23.18% | 23.91% | ||
Risk-free interest rate | 2.38% | |||
Maximum [Member] | ||||
Expected volatility | 23.58% | 24.88% | ||
Risk-free interest rate | 2.90% |
Note 8 - Accounting for Share54
Note 8 - Accounting for Share-based Compensation - Stock Option Activity (Details) | 9 Months Ended |
Sep. 01, 2018$ / sharesshares | |
Outstanding Options (in shares) | shares | 3,860,764 |
Outstanding Options, average exercise price (in dollars per share) | $ / shares | $ 42.28 |
Granted (in shares) | shares | 810,306 |
Granted, average exercise price (in dollars per share) | $ / shares | $ 53.07 |
Exercised (in shares) | shares | (163,190) |
Exercised, average exercise price (in dollars per share) | $ / shares | $ 30.86 |
Forfeited or cancelled (in shares) | shares | (6,281) |
Forfeited or cancelled, average exercise price (in dollars per share) | $ / shares | $ 44 |
Outstanding Options (in shares) | shares | 4,501,599 |
Outstanding Options, average exercise price (in dollars per share) | $ / shares | $ 44.64 |
Note 8 - Accounting for Share55
Note 8 - Accounting for Share-based Compensation - Nonvested Restricted Stock Activity (Details) - Restricted Stock [Member] - $ / shares | 9 Months Ended | |
Sep. 01, 2018 | Sep. 02, 2017 | |
Nonvested (in shares) | 462,241 | |
Nonvested, weighted average grant date fair value (in dollars per share) | $ 44.80 | |
Nonvested, weighted average remaining life (Year) | 1 year 73 days | 1 year |
Granted (in shares) | 147,601 | |
Granted, weighted average grant date fair value (in dollars per share) | $ 51.29 | |
Granted, weighted average remaining life (Year) | 2 years 146 days | |
Vested (in shares) | (190,249) | |
Vested, weighted average grant date fair value (in dollars per share) | $ 43.67 | |
Forfeited (in shares) | (2,947) | |
Forfeited, weighted average grant date fair value (in dollars per share) | $ 47.20 | |
Forfeited, weighted average remaining life (Year) | 1 year 109 days | |
Nonvested (in shares) | 416,646 | |
Nonvested, weighted average grant date fair value (in dollars per share) | $ 47.60 |
Note 8 - Accounting for Share56
Note 8 - Accounting for Share-based Compensation - Deferred Compensation Units (Details) | 9 Months Ended |
Sep. 01, 2018shares | |
Units outstanding (in shares) | 475,176 |
Participant contributions (in shares) | 18,012 |
Company match contributions (in shares) | 20,237 |
Payouts (in shares) | (6,090) |
Units outstanding (in shares) | 507,335 |
Non Employee Directors [Member] | |
Units outstanding (in shares) | 443,570 |
Participant contributions (in shares) | 11,738 |
Company match contributions (in shares) | 19,610 |
Payouts (in shares) | |
Units outstanding (in shares) | 474,918 |
Employees [Member] | |
Units outstanding (in shares) | 31,606 |
Participant contributions (in shares) | 6,274 |
Company match contributions (in shares) | 627 |
Payouts (in shares) | (6,090) |
Units outstanding (in shares) | 32,417 |
Note 9 - Components of Net Pe57
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 | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Pension Plan [Member] | UNITED STATES | ||||
Service cost | $ 14 | $ 27 | $ 42 | $ 83 |
Interest cost | 3,419 | 3,603 | 10,257 | 10,809 |
Expected return on assets | (6,541) | (6,365) | (19,623) | (19,093) |
Prior service cost | 7 | 8 | 21 | 22 |
Actuarial loss | 1,476 | 1,308 | 4,428 | 3,922 |
Net periodic (benefit) cost | (1,625) | (1,419) | (4,875) | (4,257) |
Pension Plan [Member] | Foreign Plan [Member] | ||||
Service cost | 566 | 546 | 1,746 | 1,566 |
Interest cost | 1,141 | 1,199 | 3,526 | 3,490 |
Expected return on assets | (2,710) | (2,510) | (8,385) | (7,301) |
Prior service cost | (1) | (1) | (3) | (3) |
Actuarial loss | 710 | 893 | 2,191 | 2,581 |
Net periodic (benefit) cost | (294) | 127 | (925) | 333 |
Other Postretirement Benefits Plan [Member] | ||||
Service cost | 43 | 52 | 129 | 156 |
Interest cost | 371 | 399 | 1,113 | 1,195 |
Expected return on assets | (1,724) | (1,447) | (5,172) | (4,341) |
Prior service cost | ||||
Actuarial loss | 15 | 251 | 45 | 757 |
Net periodic (benefit) cost | $ (1,295) | $ (745) | $ (3,885) | $ (2,233) |
Note 10 - Accumulated Other C58
Note 10 - Accumulated Other Comprehensive Income (Loss) (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | ||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent, Total | [1] | $ (36,807) | $ 29,102 | $ (56,091) | $ 37,095 |
Latin America [Member] | |||||
Other Comprehensive Income (Loss), Foreign Currency Transaction and Translation Adjustment, Net of Tax, Portion Attributable to Parent, Total | $ 11,317 | ||||
[1] | Income taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries. The foreign currency translation adjustment for the nine months ended September 2, 2017 includes $11,317 related to the impact of the change in functional currency for our subsidiaries in Latin America. |
Note 10 - Accumulated Other C59
Note 10 - Accumulated Other Comprehensive Income (Loss) - Comprehensive Income (Loss) Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | ||
Net income attributable to H.B. Fuller | $ 37,730 | $ 25,138 | $ 129,863 | $ 65,800 | |
Net income including non-controlling interests | 6 | 1 | 4 | 34 | |
Foreign currency translation adjustment¹, pretax | [1] | (36,807) | 29,102 | (56,091) | 37,095 |
Foreign currency translation adjustment¹, tax | [1] | ||||
Foreign currency translation adjustment¹ | [1] | (36,807) | 29,102 | (56,091) | 37,095 |
Foreign currency translation adjustment¹, non-controlling interests | [1] | (7) | (12) | (25) | (11) |
Defined benefit pension plans adjustment², pretax | [2] | 2,207 | 2,459 | 6,683 | 7,279 |
Defined benefit pension plans adjustment², tax | [2] | (569) | (832) | (1,725) | (2,469) |
Defined benefit pension plans adjustment² | [2] | 1,638 | 1,627 | 4,958 | 4,810 |
Interest rate swap³, pretax | [3] | (1,921) | 16 | 24,918 | 48 |
Interest rate swap³, tax | [3] | 480 | (6) | (5,823) | (18) |
Interest rate swap³ | [3] | (1,441) | 10 | 19,095 | 30 |
Cash flow hedges³ | [3] | (1,093) | (160) | (5,606) | 11 |
Cash flow hedges³ | [3] | (122) | 61 | (2,462) | (4) |
Cash flow hedges³ | [3] | (1,215) | (99) | (8,068) | 7 |
Other comprehensive income (loss), pretax | (37,614) | 31,417 | (30,096) | 44,433 | |
Other comprehensive income (loss), tax | (211) | (777) | (10,010) | (2,491) | |
Other comprehensive income (loss) | (37,825) | 30,640 | (40,106) | 41,942 | |
Other comprehensive income (loss), non-controlling interests | (7) | (12) | (25) | (11) | |
Comprehensive income (loss) | (95) | 55,778 | 89,757 | 107,742 | |
Comprehensive income (loss), non-controlling interests | $ (1) | $ (11) | $ (21) | $ 23 | |
[1] | Income taxes are not provided for foreign currency translation relating to permanent investments in international subsidiaries. The foreign currency translation adjustment for the nine months ended September 2, 2017 includes $11,317 related to the impact of the change in functional currency for our subsidiaries in Latin America. | ||||
[2] | Loss reclassified from accumulated other comprehensive income ("AOCI") into earnings as part of net periodic cost related to pension and other postretirement benefit plans is reported in cost of sales and SG&A expense. | ||||
[3] | Income (loss) reclassified from AOCI into earnings is reported in other income (expense), net. |
Note 10 - Accumulated Other C60
Note 10 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Accumulated other comprehensive loss | $ (259,102) | $ (200,655) |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Foreign currency translation adjustment | (112,225) | (56,159) |
Defined benefit pension plans adjustment, net of taxes | (136,213) | (141,171) |
Interest rate swap, net of taxes | 21,017 | 1,922 |
Cash flow hedges, net of taxes of $814 | (13,390) | (5,322) |
Reclassification of AOCI tax effects | (18,341) | |
Accumulated other comprehensive loss | (259,152) | (200,730) |
AOCI Attributable to Parent [Member] | ||
Foreign currency translation adjustment | (112,175) | (56,084) |
Defined benefit pension plans adjustment, net of taxes | (136,213) | (141,171) |
Interest rate swap, net of taxes | 21,017 | 1,922 |
Cash flow hedges, net of taxes of $814 | (13,390) | (5,322) |
Reclassification of AOCI tax effects | (18,341) | |
Accumulated other comprehensive loss | (259,102) | (200,655) |
AOCI Attributable to Noncontrolling Interest [Member] | ||
Foreign currency translation adjustment | (50) | (75) |
Defined benefit pension plans adjustment, net of taxes | ||
Interest rate swap, net of taxes | ||
Cash flow hedges, net of taxes of $814 | ||
Reclassification of AOCI tax effects | ||
Accumulated other comprehensive loss | $ (50) | $ (75) |
Note 10 - Accumulated Other C61
Note 10 - Accumulated Other Comprehensive Income (Loss) - Components of Accumulated Other Comprehensive Income (Loss) (Details) (Parentheticals) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Tax on interest swap | $ (7,006) | |
AOCI Including Portion Attributable to Noncontrolling Interest [Member] | ||
Tax on defined benefit pension plans adjustment | 72,657 | $ 74,382 |
Tax on interest swap | (1,183) | |
AOCI Attributable to Parent [Member] | ||
Tax on defined benefit pension plans adjustment | $ 72,657 | 74,382 |
Tax on interest swap | $ (1,183) |
Note 11 - Income Taxes (Details
Note 11 - Income Taxes (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | Dec. 02, 2017 | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability and Transition Tax | $ (35,600) | ||||
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | (76,400) | ||||
Income Tax Expense (Benefit) Continuing Operations Adjustment Transition Tax on Foreign Earnings and Profits Previously Indefinitely Reinvested and Future Estimates of Assets and Liabilities | 40,800 | ||||
Income Tax Expense (Benefit), Total | $ 9,300 | $ 9,262 | (9,844) | $ 26,178 | |
Unrecognized Tax Benefits, Ending Balance | 8,524 | 8,524 | $ 8,887 | ||
Unrecognized Tax Benefits, Income Tax Penalties and Interest Accrued, Total | 795 | 795 | |||
Unrecognized Tax Benefits, Period Increase (Decrease), Total | 363 | ||||
Accounting Standards Update 2016-09 [Member] | |||||
Income Tax Expense (Benefit), Total | $ (266) | $ (1,095) |
Note 12 - Earnings Per Share (D
Note 12 - Earnings Per Share (Details Textual) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 1,558,690 | 27,942 | 2,423,367 | 97,687 |
Note 12 - Earnings Per Share -
Note 12 - Earnings Per Share - Earnings Per Share (Details) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Basic (in shares) | 50,632 | 50,384 | 50,551 | 50,374 |
Equivalent shares from share-based compensations plans (in shares) | 1,506 | 1,221 | 1,410 | 1,210 |
Weighted-average common and common equivalent shares - diluted (in shares) | 52,138 | 51,605 | 51,961 | 51,584 |
Note 13 - Financial Instrumen65
Note 13 - Financial Instruments (Details Textual) - USD ($) $ in Thousands | Apr. 23, 2018 | Apr. 22, 2018 | Oct. 20, 2017 | Sep. 01, 2018 | Mar. 26, 2018 | Mar. 09, 2018 | Feb. 27, 2018 | Feb. 26, 2018 | Dec. 02, 2017 | Feb. 24, 2017 | Oct. 07, 2015 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | $ 14,288 | $ 20,136 | |||||||||
Interest Rate Fair Value Hedge Liability at Fair Value | 8,295 | $ 2,121 | |||||||||
Public Notes [Member] | |||||||||||
Debt Instrument, Face Amount | 300,000 | ||||||||||
Term Loan B [Member] | |||||||||||
Debt Instrument, Face Amount | $ 2,150,000 | $ 2,150,000 | $ 2,150,000 | $ 2,150,000 | |||||||
Term Loan B [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||||||||||
Derivative, Fixed Interest Rate | 4.49% | ||||||||||
Debt Instrument, Basis Spread on Variable Rate | 2.00% | 2.25% | 2.25% | ||||||||
Term Loan B First Tranche [Member] | |||||||||||
Debt Instrument, Face Amount | 1,550,000 | ||||||||||
Cross Currency Interest Rate Contract [Member] | |||||||||||
Derivative, Notional Amount | $ 401,200 | 533,624 | $ 42,600 | $ 134,736 | |||||||
Accumulated Other Comprehensive Income (Loss), Cumulative Changes in Net Gain (Loss) from Cash Flow Hedges, Effect Net of Tax, Ending Balance | (13,390) | ||||||||||
Foreign Currency Cash Flow Hedge Gain (Loss) to be Reclassified During Next 12 Months | 2,741 | ||||||||||
Cross Currency Interest Rate Contract [Member] | Other Liabilities [Member] | |||||||||||
Foreign Currency Cash Flow Hedge Asset at Fair Value | 14,288 | ||||||||||
Interest Rate Swap [Member] | |||||||||||
Derivative, Amount of Hedged Item | $ 1,050,000 | $ 200,000 | $ 100,000 | $ 200,000 | $ 200,000 | ||||||
Derivative, Fixed Interest Rate | 4.0275% | 4.176% | 4.49% | 4.589% | |||||||
Interest Rate Swap [Member] | Other Assets [Member] | |||||||||||
Interest Rate Fair Value Hedge Asset at Fair Value | 28,012 | ||||||||||
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% |
Note 13 - Financial Instrumen66
Note 13 - Financial Instruments - Swaps Outstanding (Details) - Cross Currency Interest Rate Contract [Member] - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 01, 2018 | Oct. 20, 2017 | Feb. 24, 2017 | Oct. 07, 2015 | |
Derivative, Notional Amount | $ 533,624 | $ 401,200 | $ 42,600 | $ 134,736 |
Fair Value | $ (14,288) | |||
Currency Swap 1 [Member] | ||||
Fiscal Year of Expiration | 2,018 | |||
Interest rate minimum | 3.45% | |||
Derivative, Notional Amount | $ 44,912 | |||
Fair Value | $ (1,574) | |||
Interest rate maximum | 4.5374% | |||
Currency Swap 2 [Member] | ||||
Fiscal Year of Expiration | 2,019 | |||
Interest rate minimum | 3.80% | |||
Derivative, Notional Amount | $ 44,912 | |||
Fair Value | $ (2,510) | |||
Interest rate maximum | 5.053% | |||
Currency Swap 3 [Member] | ||||
Fiscal Year of Expiration | 2,020 | |||
Interest rate minimum | 1.95% | |||
Derivative, Notional Amount | $ 42,600 | |||
Fair Value | $ (4,769) | |||
Interest rate maximum | 4.3038% | |||
Currency Swap 4 [Member] | ||||
Fiscal Year of Expiration | 2,021 | |||
Interest rate minimum | 2.75% | |||
Derivative, Notional Amount | $ 133,340 | |||
Fair Value | $ (1,415) | |||
Interest rate maximum | 4.933% | |||
Currency Swap 5 [Member] | ||||
Fiscal Year of Expiration | 2,022 | |||
Interest rate minimum | 3.00% | |||
Derivative, Notional Amount | $ 267,860 | |||
Fair Value | $ (4,020) | |||
Interest rate maximum | 5.1803% |
Note 13 - Financial Instrumen67
Note 13 - Financial Instruments - Gains (Losses) on Derivative Instruments (Details) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 01, 2018 | Sep. 02, 2017 | Dec. 02, 2017 | |
Foreign Exchange Forward [Member] | Not Designated as Hedging Instrument [Member] | Other Operating Income (Expense) [Member] | |||
Pretax gain (loss) recognized in income | $ 10,520 | $ (1,606) | |
Cash Flow Hedging [Member] | Currency Swap [Member] | Designated as Hedging Instrument [Member] | |||
Pretax gain (loss) recognized in other comprehensive income | (5,606) | $ 11 | |
Cash Flow Hedging [Member] | Interest Rate Swap [Member] | Designated as Hedging Instrument [Member] | |||
Pretax gain (loss) recognized in other comprehensive income | $ 24,918 | $ 48 |
Note 14 - Fair Value Measurem68
Note 14 - Fair Value Measurements (Details Textual) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Long-term Debt, Fair Value | $ 2,292,073 | $ 2,452,034 |
Note 14 - Fair Value Measurem69
Note 14 - Fair Value Measurements - Fair Value Measurements (Details) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Marketable securities | $ 8,246 | $ 7,528 |
Foreign exchange contract assets | 11,356 | 600 |
Interest rate swaps, cash flow hedges | 28,012 | 3,104 |
Foreign exchange contract liabilities | 836 | 4,397 |
Interest Rate Fair Value Hedge Liability at Fair Value | 8,295 | 2,121 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 14,288 | 20,136 |
Contingent consideration liability | 199 | 496 |
Fair Value, Inputs, Level 1 [Member] | ||
Marketable securities | 8,246 | 7,528 |
Foreign exchange contract assets | ||
Interest rate swaps, cash flow hedges | ||
Foreign exchange contract liabilities | ||
Interest Rate Fair Value Hedge Liability at Fair Value | ||
Foreign Currency Cash Flow Hedge Asset at Fair Value | ||
Contingent consideration liability | ||
Fair Value, Inputs, Level 2 [Member] | ||
Marketable securities | ||
Foreign exchange contract assets | 11,356 | 600 |
Interest rate swaps, cash flow hedges | 28,012 | 3,104 |
Foreign exchange contract liabilities | 836 | 4,397 |
Interest Rate Fair Value Hedge Liability at Fair Value | 8,295 | 2,121 |
Foreign Currency Cash Flow Hedge Asset at Fair Value | 14,288 | 20,136 |
Contingent consideration liability | ||
Fair Value, Inputs, Level 3 [Member] | ||
Marketable securities | ||
Foreign exchange contract assets | ||
Interest rate swaps, cash flow hedges | ||
Foreign exchange contract liabilities | ||
Interest Rate Fair Value Hedge Liability at Fair Value | ||
Foreign Currency Cash Flow Hedge Asset at Fair Value | ||
Contingent consideration liability | $ 199 | $ 496 |
Note 14 - Fair Value Measurem70
Note 14 - Fair Value Measurements - Schedule of Contingent Consideration Liabilities (Details) - Fair Value, Inputs, Level 3 [Member] $ in Thousands | 9 Months Ended |
Sep. 01, 2018USD ($) | |
Balance | $ 496 |
Mark to market adjustment | 51 |
Foreign currency translation adjustment | (348) |
Balance | $ 199 |
Note 15 - Share Repurchase Pr71
Note 15 - Share Repurchase Program (Details Textual) - USD ($) shares in Thousands, $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Dec. 02, 2017 | Apr. 06, 2017 | |
Stock Repurchased During Period, Shares | 0 | |||
Stock Repurchased During Period, Value | $ 4,553 | $ 21,831 | ||
The 2017 Share Repurchase Program [Member] | ||||
Stock Repurchase Program, Authorized Amount | $ 200,000 | |||
2010 Share Repurchase Program [Member] | ||||
Stock Repurchased During Period, Value | 12,830 | $ 6,284 | ||
Decreased Value of Common Stock Shares Repurchased | 250 | 125 | ||
Decreased Value of Additional Paid in Capital for Shares Repurchased | $ 12,580 | $ 6,159 |
Note 16 - Commitments and Con72
Note 16 - Commitments and Contingencies (Details Textual) - USD ($) $ in Thousands | Sep. 01, 2018 | Dec. 02, 2017 |
Accrued Environmental Loss Contingencies, Noncurrent | $ 11,425 | $ 11,380 |
Penalties from Possible Resale of Products by Customers Contrary to U.S. Law and Regulations [Member] | Minimum [Member] | ||
Loss Contingency, Estimate of Possible Loss | 0 | |
Penalties from Possible Resale of Products by Customers Contrary to U.S. Law and Regulations [Member] | Maximum [Member] | ||
Loss Contingency, Estimate of Possible Loss | 10,000 | |
Facility in Simpsonville, South Carolina [Member] | ||
Accrued Environmental Loss Contingencies, Noncurrent | $ 4,756 | $ 5,000 |
Note 16 - Commitments and Con73
Note 16 - Commitments and Contingencies - Asbestos Related Lawsuits and Claims (Details) - Asbestos Related Lawsuits and Claims [Member] $ in Thousands | 9 Months Ended | 36 Months Ended | |
Sep. 01, 2018USD ($) | Sep. 02, 2017USD ($) | Dec. 02, 2017USD ($) | |
Lawsuits and claims settled | 7 | 7 | 33 |
Settlement amounts | $ 334 | $ 1,605 | $ 3,891 |
Insurance payments received or expected to be received | $ 281 | $ 1,312 | $ 2,931 |
Note 17 - Operating Segments (D
Note 17 - Operating Segments (Details Textual) | 3 Months Ended | 9 Months Ended |
Dec. 02, 2017 | Sep. 01, 2018 | |
Number of Reportable Segments | 6 | 5 |
Note 17 - Operating Segments -
Note 17 - Operating Segments - Reportable Operating Segment Financial Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Trade Revenue | $ 770,107 | $ 562,869 | $ 2,272,573 | $ 1,627,843 |
Segment Operating Income (Loss) | 71,135 | 40,181 | 185,006 | 109,530 |
Operating Segments [Member] | ||||
Trade Revenue | 770,107 | 562,869 | 2,272,573 | 1,627,843 |
Segment Operating Income (Loss) | 71,135 | 40,181 | 185,006 | 109,530 |
Operating Segments [Member] | Americas Adhesives [Member] | ||||
Trade Revenue | 282,490 | 230,881 | 821,813 | 653,665 |
Segment Operating Income (Loss) | 34,816 | 25,434 | 84,934 | 72,921 |
Operating Segments [Member] | EIMEA [Member] | ||||
Trade Revenue | 182,020 | 137,408 | 554,031 | 396,674 |
Segment Operating Income (Loss) | 8,758 | 8,873 | 30,636 | 18,753 |
Operating Segments [Member] | Asia Pacific [Member] | ||||
Trade Revenue | 65,944 | 62,972 | 206,944 | 190,083 |
Segment Operating Income (Loss) | 3,694 | 2,793 | 11,056 | 9,423 |
Operating Segments [Member] | Construction Adhesives [Member] | ||||
Trade Revenue | 121,140 | 59,080 | 340,179 | 179,880 |
Segment Operating Income (Loss) | 12,767 | (698) | ||
Operating Segments [Member] | Engineering Adhesives [Member] | ||||
Trade Revenue | 118,513 | 72,528 | 349,606 | 207,541 |
Segment Operating Income (Loss) | 11,100 | 3,779 | 32,675 | 11,667 |
Intersegment Eliminations [Member] | ||||
Trade Revenue | ||||
Intersegment Eliminations [Member] | Americas Adhesives [Member] | ||||
Trade Revenue | 4,595 | 3,998 | 15,491 | 11,855 |
Intersegment Eliminations [Member] | EIMEA [Member] | ||||
Trade Revenue | 5,255 | 5,347 | 14,702 | 13,246 |
Intersegment Eliminations [Member] | Asia Pacific [Member] | ||||
Trade Revenue | 1,435 | 1,882 | 5,032 | 4,385 |
Intersegment Eliminations [Member] | Construction Adhesives [Member] | ||||
Trade Revenue | (3) | (4) | ||
Segment Operating Income (Loss) | 25,705 | (3,234) | ||
Intersegment Eliminations [Member] | Engineering Adhesives [Member] | ||||
Trade Revenue |
Note 17 - Operating Segments 76
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 | 9 Months Ended | ||
Sep. 01, 2018 | Sep. 02, 2017 | Sep. 01, 2018 | Sep. 02, 2017 | |
Segment operating income | $ 71,135 | $ 40,181 | $ 185,006 | $ 109,530 |
Other income (expense), net | (1,375) | (602) | 3,508 | (1,506) |
Interest expense | (24,924) | (7,348) | (74,651) | (22,461) |
Income before income taxes and income from equity method investments | $ 44,836 | $ 32,231 | $ 113,863 | $ 85,563 |