H.B. Fuller Company

FUL Basic Materials Q1 2025

Document 795002

EX-99.1 2 ex_795002.htm EXHIBIT 99.1 ex_795002.htm

 

logosm01.jpg
Worldwide Headquarters

1200 Willow Lake Boulevard

St. Paul, Minnesota 55110-5101

Exhibit 99.1


                                Steven Brazones

                           Investor Relations Contact

                                    651-236-5060

  
NEWSMarch 26, 2025

 

H.B. Fuller Reports First Quarter 2025 Results

 

Net Revenue of $789 million, down 2.7% year-on-year; Organic revenue up 1.9% year-on-year

Net income of $13 million; Reported EPS (diluted) of $0.24; Adjusted EPS (diluted) of $0.54

Adjusted EBITDA of $114 million; Adjusted EBITDA margin of 14.5%

Repurchased 678 thousand shares in the first quarter

 

ST. PAUL, Minn. – H.B. Fuller Company (NYSE: FUL) today reported financial results for its first quarter that ended March 1, 2025.

 

First Quarter 2025 Noteworthy Items:

 

Net revenue was $789 million; unfavorable foreign currency translation and the divestiture of the flooring business resulted in net revenue declining 2.7% year-on-year; organic revenue was up 1.9% year-on-year driven by improved volume;

Gross margin was 28.8%; adjusted gross margin of 29.6% decreased slightly year-on-year driven by increased raw material costs;

Net income was $13 million; adjusted EBITDA was $114 million, down 7% versus last year, as expected, as volume growth and positive pricing was more than offset by higher raw material costs and variable compensation;

Repurchased 678 thousand shares during the quarter.

 

 

Summary of First Quarter 2025 Results:

 

The Company’s net revenue for the first quarter of fiscal 2025 was $789 million, down 2.7% versus the first quarter of fiscal 2024. Organic revenue increased 1.9% year-on-year, with pricing increasing 0.2% and volume increasing 1.7%. Foreign currency translation decreased net revenue by 3.4% and acquisitions/divestitures decreased net revenue by 1.2%.

 

1

 

Gross profit in the first quarter of fiscal 2025 was $227 million. Adjusted gross profit was $233 million. Adjusted gross profit margin of 29.6% decreased 50 basis points year-on-year. While raw material cost inflation has started to moderate, it was still up year-on-year in the first quarter, resulting in the decline in adjusted gross margin.

 

Selling, general and administrative (SG&A) expense was $181 million in the first quarter of fiscal 2025 and adjusted SG&A was $169 million, up 2 percent year-on-year. The impact of acquisitions and higher variable compensation drove most of the year-on-year increase in adjusted SG&A.

 

Net income attributable to H.B. Fuller for the first quarter of fiscal 2025 was $13 million. Adjusted net income attributable to H.B. Fuller for the first quarter of fiscal 2025 was $30 million. Reported EPS (diluted) was $0.24 and Adjusted EPS (diluted) was $0.54.

 

Adjusted EBITDA in the first quarter of fiscal 2025 was $114 million, down 7% year-on-year, as expected, driven by the impact of higher raw material costs and higher variable compensation.

 

“I am encouraged by our first quarter financial performance and positive organic sales growth,” said Celeste Mastin, president and chief executive officer. “Despite weak overall market demand conditions, we remain focused on pricing discipline, market share gains, and effectively managing our cost structure. Simultaneously, we continue to execute our long-term strategic plan to optimize our portfolio mix and streamline our manufacturing cost structure to drive our business toward our greater than 20% EBITDA margin target.

 

“As we look ahead, we remain cautious given weak overall market demand and unpredictable geopolitical conditions around the globe. Nevertheless, we are off to a solid start to the year and remain confident we can successfully adapt and execute in this dynamic environment to deliver growth in both organic sales and EBITDA for the year, while expanding EBITDA margin.”

 

Balance Sheet and Working Capital:

 

Net debt at the end of the first quarter of fiscal 2025 was $2,074 million, up $233 million sequentially versus the fourth quarter and up $409 million year-on-year. Acquisitions principally drove the increase in net debt, both year-on-year and sequentially. Net debt-to-adjusted EBITDA increased to 3.5X at the end of the first quarter of fiscal 2025.

 

2

 

Net working capital in the first quarter of fiscal 2025 increased $9 million sequentially versus the fourth quarter and declined $12 million year-on-year. As a percentage of annualized net revenue, net working capital was essentially flat year-on-year. Cash flow from operations was down versus last year, as expected, driven by higher working capital needs associated with revenue growth. As previously communicated, cash flow delivery for 2025 is expected to be weighted to the second half of the year.

 

 

Fiscal 2025 Outlook:

 

The Company’s full year outlook for fiscal year 2025 remains unchanged from what was previously communicated in January of this year.

Net revenue growth for fiscal 2025 is expected to be down 2% to 4%, adjusting for the divestiture of the Flooring business, net revenue is expected to be up 1% to 2%;

Organic revenue growth is expected to be flat to up 2% versus fiscal 2024;

Adjusted EBITDA for fiscal 2025 is expected to be in the range of $600 million to $625 million, equating to growth of approximately 1% to 5% year-on-year;

Adjusted EPS (diluted) is expected to be in the range of $3.90 to $4.20, equating to a range of up 2% to 9% year-on-year;

Operating cash flow in fiscal year 2025 is expected to be between $300 million and $325 million;

Adjusted EBITDA for the second quarter of 2025 is expected to be in the range of $150 million to $160 million.

 

 

Conference Call:

 

The Company will hold a conference call on March 27, 2025, at 9:30 a.m. CT (10:30 a.m. ET) to discuss its results. Interested parties may listen to the conference call on a live webcast. The webcast, along with a supplemental presentation, may be accessed from the Company’s website at https://investors.hbfuller.com. Participants must register prior to accessing the webcast using this link and should do so at least 10 minutes prior to the start of the call to install and test any necessary software and audio connections. A telephone replay of the conference call will be available from 12:30 p.m. CT on March 27, 2025, to 10:59 p.m. CT on April 3, 2025. To access the telephone replay dial 1-800-770-2030 (toll free) or 1-609-800-9909, and enter Conference ID: 6370505.

 

3

 

Regulation G:

 

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

 

 

About H.B. Fuller:

 

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

 

4

 

Safe Harbor for Forward-Looking Statements:

 

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

 

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

 

5

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

CONSOLIDATED FINANCIAL INFORMATION

In thousands, except per share amounts (unaudited)

 

 

  

Three Months

Ended

  

Percent of

  

Three Months

Ended

  

Percent of

 
  

March 1, 2025

  

Net Revenue

  

March 2, 2024

  

Net Revenue

 

Net revenue

 $788,663   100.0% $810,419   100.0%

Cost of sales

  (561,588)  (71.2)%  (571,182)  (70.5)%

Gross profit

  227,075   28.8%  239,237   29.5%
                 

Selling, general and administrative expenses

  (180,628)  (22.9)%  (172,362)  (21.3)%

Other income, net

  3,207   0.4%  1,501   0.2%

Interest expense

  (32,042)  (4.1)%  (31,901)  (3.9)%

Interest income

  1,100   0.1%  1,307   0.2%

Income before income taxes and income from equity method investments

  18,712   2.4%  37,782   4.7%
                 

Income taxes

  (5,945)  (0.8)%  (7,814)  (1.0)%
                 

Income from equity method investments

  497   0.1%  1,044   0.1%

Net income including non-controlling interest

  13,264   1.7%  31,012   3.8%
                 

Net income attributable to non-controlling interest

  (16)  (0.0)%  (21)  (0.0)%

Net income attributable to H.B. Fuller

 $13,248   1.7% $30,991   3.8%
                 

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

 $0.24      $0.57     

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

 $0.24      $0.55     
                 

Weighted-average common shares outstanding:

                

Basic

  54,998       54,702     

Diluted

  56,029       56,573     

 

6

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

 

  

Three Months Ended

 
  

March 1,

  

March 2,

 
  

2025

  

2024

 
         

Net income attributable to H.B. Fuller

 $13,248  $30,991 
         

Adjustments:

        

Acquisition project costs1

  9,828   2,043 

Organizational realignment2

  8,774   7,262 

Project One3

  3,064   3,213 

Discrete tax items4

  992   (2,527)

Income tax effect on adjustments5

  (5,909)  (3,290)

Adjusted net income attributable to H.B. Fuller6

  29,997   37,692 
         

Add:

        

Interest expense

  32,030   31,901 

Interest income

  (1,100)  (1,307)

Adjusted Income taxes

  10,862   13,631 

Depreciation and Amortization expense7

  42,567   41,101 

Adjusted EBITDA6

  114,356   123,018 
         

Diluted Shares

  56,029   56,573 

Adjusted diluted income per common share attributable to H.B. Fuller6

 $0.54  $0.67 

Revenue

 $788,663  $810,419 

Adjusted EBITDA margin6

  14.5%  15.2%

 

1 Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $9,192 and $1,293 in transaction costs (primarily consulting and professional fees, representations and warranties insurance premiums and employee acquisition-related travel expenses) and $636 and $214 in purchase accounting costs (primarily professional fees for valuation services, inventory step-up cost and the impact of changes to contingent consideration liabilities after the completion of the purchase price allocation) and $0 and $536 in business integration costs (primarily costs of transition services agreements and for the three months ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the three months ended March 1, 2025 and March 2, 2024, respectively.

2 Organizational realignment includes costs incurred as a direct result of the organizational realignment program, including professional fees related to legal entity and business structure changes, employee retention and severance costs, and facility rationalization costs related to the closure of production facilities and consolidation of business activities. Facility rationalization costs include plant closure costs, the impact of accelerated depreciation and for the three months ended March 2, 2024, operational inefficiencies. Organizational realignment includes $2,240 and $1,553 in professional fees related to legal entity and business structure changes, $1,172 and $2,191 in employee severance and other related costs, and $5,362 and $3,516 related to facility rationalization costs for the three months ended March 1, 2025 and March 2, 2024, respectively.

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

4 Discrete tax items for the three months ended March 1, 2025 are related to various foreign tax matters. Discrete tax items for the three months March 2, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation.

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

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

7 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($30) and ($2,422) for the three months ended March 1, 2025 and March 2, 2024, respectively.

 

7

 

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

In thousands (unaudited)

 

 

  

Three Months Ended

 
  

March 1,

  

March 2,

 
  

2025

  

2024

 

Net Revenue:

        

Hygiene, Health and Consumable Adhesives

 $368,225  $368,078 

Engineering Adhesives

  236,758   226,075 

Building Adhesive Solutions

  183,680   179,666 

Corporate unallocated

  -   36,600 

Total H.B. Fuller

 $788,663  $810,419 
         

Segment Operating Income (Loss):

        

Hygiene, Health and Consumable Adhesives

 $29,949  $47,393 

Engineering Adhesives

  28,051   25,820 

Building Adhesive Solutions

  6,577   7,139 

Corporate unallocated

  (18,130)  (13,477)

Total H.B. Fuller

 $46,447  $66,875 
         

Adjusted EBITDA6

        

Hygiene, Health and Consumable Adhesives

 $46,891  $62,863 

Engineering Adhesives

  44,188   38,202 

Building Adhesive Solutions

  21,803   21,410 

Corporate unallocated

  1,474   543 

Total H.B. Fuller

 $114,356  $123,018 
         

Adjusted EBITDA Margin6

        

Hygiene, Health and Consumable Adhesives

  12.7%  17.1%

Engineering Adhesives

  18.7%  16.9%

Building Adhesive Solutions

  11.9%  11.9%

Corporate unallocated

  0.0%  1.5%

Total H.B. Fuller

  14.5%  15.2%

 

8

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

  

Three Months Ended

 
  

March 1,

  

March 2,

 
  

2025

  

2024

 

Income before income taxes and income from equity method investments

 $18,712  $37,782 
         

Adjustments:

        

Acquisition project costs1

  9,828   2,043 

Organizational realignment2

  8,774   7,262 

Project One3

  3,064   3,213 

Adjusted income before income taxes and income from equity method investments8

 $40,378  $50,300 

 

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

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands, except per share amounts (unaudited)

 

 

  

Three Months Ended

 
  

March 1,

  

March 2,

 
  

2025

  

2024

 

Income Taxes

 $(5,945) $(7,814)
         

Adjustments:

        

Acquisition project costs1

  (2,680)  (537)

Organizational realignment2

  (2,393)  (1,908)

Project One3

  (836)  (845)

Discrete tax items4

  992   (2,527)

Adjusted income taxes9

 $(10,862) $(13,631)
         

Adjusted income before income taxes and income from equity method investments

 $40,378  $50,300 

Adjusted effective income tax rate9

  26.9%  27.1%

 

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

 

9

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  

Three Months Ended

 
  

March 1,

  

March 2,

 
  

2025

  

2024

 
         

Net revenue

 $788,663  $810,419 
         

Gross profit

 $227,075  $239,237 

Gross profit margin

  28.8%  29.5%
         

Adjustments:

        

Acquisition project costs1

  607   81 

Organizational realignment2

  5,456   4,411 

Project One3

  94   - 

Adjusted gross profit10

 $233,232  $243,729 

Adjusted gross profit margin10

  29.6%  30.1%

 

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

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  

Three Months Ended

 
  

March 1,

  

March 2,

 
  

2025

  

2024

 
         

Selling, general and administrative expenses

 $(180,628) $(172,362)
         

Adjustments:

        

Acquisition project costs1

  7,706   1,962 

Organizational realignment2

  1,296   2,551 

Project One3

  2,970   3,213 

Adjusted selling, general and administrative expenses11

 $(168,656) $(164,636)

 

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

 

10

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  

Hygiene,

Health

      

Building

             

Three Months Ended:

 

and Consumable

  

Engineering

  

Adhesive

      

Corporate

  

H.B. Fuller

 

March 1, 2025

 

Adhesives

  

Adhesives

  

Solutions

  

Total

  

Unallocated

  

Consolidated

 

Net income attributable to H.B. Fuller

 $32,160  $29,023  $9,132  $70,315  $(57,067) $13,248 

Adjustments:

                        

Acquisition project costs1

  -   -   -   -   9,828   9,828 

Organizational realignment2

  -   -   -   -   8,774   8,774 

Project One3

  -   -   -   -   3,064   3,064 

Discrete tax items4

  -   -   -   -   992   992 

Income tax effect on adjustments5

  -   -   -   -   (5,909)  (5,909)

Adjusted net income attributable to H.B. Fuller6

  32,160   29,023   9,132   70,315   (40,318)  29,997 

Add:

                        

Interest expense

  -   -   -   -   32,030   32,030 

Interest income

  -   -   -   -   (1,100)  (1,100)

Adjusted Income taxes

  -   -   -   -   10,862   10,862 

Depreciation and amortization expense7

  14,731   15,165   12,671   42,567   -   42,567 

Adjusted EBITDA6

 $46,891  $44,188  $21,803  $112,882  $1,474  $114,356 

Revenue

 $368,225  $236,758  $183,680  $788,663  $-  $788,663 

Adjusted EBITDA Margin6

  12.7%  18.7%  11.9%  14.3% 

NMP

   14.5%

 

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

NMP = Non-meaningful percentage

 

11

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  

Hygiene,

Health

      

Building

             

Three Months Ended:

 

and Consumable

  

Engineering

  

Adhesive

      

Corporate

  

H.B. Fuller

 

March 2, 2024

 

Adhesives

  

Adhesives

  

Solutions

  

Total

  

Unallocated

  

Consolidated

 

Net income attributable to H.B. Fuller

 $48,888  $26,476  $8,967  $84,331  $(53,340) $30,991 

Adjustments:

                        

Acquisition project costs1

  -   -   -   -   2,043   2,043 

Organizational realignment2

  -   -   -   -   7,262   7,262 

Project One3

  -   -   -   -   3,213   3,213 

Discrete tax items4

  -   -   -   -   (2,527)  (2,527)

Income tax effect on adjustments5

  -   -   -   -   (3,290)  (3,290)

Adjusted net income attributable to H.B. Fuller6

  48,888   26,476   8,967   84,331   (46,639)  37,692 

Add:

                        

Interest expense

  -   -   -   -   31,901   31,901 

Interest income

  -   -   -   -   (1,307)  (1,307)

Adjusted Income taxes

  -   -   -   -   13,631   13,631 

Depreciation and amortization expense7

  13,975   11,726   12,443   38,144   2,957   41,101 

Adjusted EBITDA6

 $62,863  $38,202  $21,410  $122,475  $543  $123,018 

Revenue

 $368,078  $226,075  $179,666  $773,819  $36,600  $810,419 

Adjusted EBITDA Margin6

  17.1%  16.9%  11.9%  15.8%  1.5%  15.2%

 

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

NMP = Non-meaningful percentage

 

12

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

SEGMENT FINANCIAL INFORMATION

NET REVENUE GROWTH (DECLINE)

(unaudited)

 

 

  

Three Months Ended

 
  

March 1, 2025

 

Price

  0.2%

Volume

  1.7%

Organic Growth12

  1.9%

M&A

  (1.2)%

Constant currency

  0.7%

F/X

  (3.4)%

Total H.B. Fuller Net Revenue

  (2.7)%

 

 

Revenue growth versus 2024

 

Three Months Ended

 
  

March 1, 2025

 
                     
  

Net

Revenue

  

F/X

  

Constant

Currency

  

M&A

  

Organic

Growth12

 

Hygiene, Health and Consumable Adhesives

  0.0%  (5.0)%  5.0%  0.8%  4.2%

Engineering Adhesives

  4.7%  (2.1)%  6.8%  8.7%  (1.9)%

Building Adhesive Solutions

  2.2%  (2.4)%  4.6%  2.4%  2.2%

Corporate Unallocated13

  (100.0)%  0.0%  (100.0)%  (100.0)%  0.0%

Total H.B. Fuller

  (2.7)%  (3.4)%  0.7%  (1.2)%  1.9%

 

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

13 Corporate Unallocated includes revenue for the North America Flooring business for the three months ended March 2, 2024. This business was sold in the first quarter of 2025 and as a result all activity for prior years was moved to Corporate Unallocated.

 

13

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  Three Months Ended         
  

June 1,

2024

  

August 31,

2024

  November 30, 2024  March 1, 2025  Trailing Twelve Months Ended18 March 1, 2025  

Year Ended

November 30, 2024

 
                         

Net income attributable to H.B. Fuller

 $51,264  $55,361  $(7,359) $13,248  $112,514  $130,256 
                         

Adjustments:

                        

Acquisition project costs1

  1,467   3,474   4,051   9,828   18,820   11,035 

Organizational realignment2

  7,275   9,471   15,958   8,774   41,478   39,996 

Project One3

  2,845   3,154   2,672   3,064   11,735   11,885 

Business divestiture14

  -   -   47,267   -   47,267   47,267 

Other15

  914   (2,904)  39   -   (1,951)  (1,981)

Discrete tax items16

  1,317   (2,937)  (1,322)  992   (1,950)  (5,469)

Income tax effect on adjustments5

  (1,558)  (1,624)  (9,339)  (5,909)  (18,430)  (15,811)

Adjusted net income attributable to H.B. Fuller6

  63,524   63,995   51,967   29,997   209,483   217,178 
                         

Add:

                        

Interest expense

  32,313   35,287   33,621   32,030   133,251   133,122 

Interest income

  (1,197)  (1,090)  (1,084)  (1,100)  (4,471)  (4,679)

Adjusted Income taxes

  22,658   22,825   18,546   10,862   74,891   77,661 

Depreciation and Amortization expense17

  39,952   44,235   45,286   42,567   172,040   170,573 

Adjusted EBITDA6

 $157,250  $165,252  $148,336  $114,356  $585,194  $593,855 

 

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

15 Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the three months ended August 31, 2024 and the year ended November 30, 2024.

16 Discrete tax items for the three months ended June 1, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months ended August 31, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation. Discrete tax items for the three months ended November 30, 2024 are related to various foreign tax matters. Discrete tax items for the three months ended March 1, 2025 are related to various foreign tax matters. Discrete tax items for the year ended November 30, 2024 are related to various foreign tax matters as well as excess tax benefit related to U.S. stock compensation.

17 Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller. Depreciation and amortization expense added back was ($1,198) for the three months ended June 1, 2024, $194 for the three months ended August 31, 2024, ($711) for the three months ended November 30, 2024, ($30) for the three months ended March 1, 2025 and ($4,137) for the year ended November 30, 2024.

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

 

14

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  

March 1, 2025

  

November 30, 2024

  

March 2, 2024

 

Total debt

 $2,179,997  $2,010,639  $1,830,797 

Less: Cash and cash equivalents

  105,743   169,352   165,249 

Net debt19

 $2,074,254  $1,841,287  $1,665,548 
             

Trailing twelve months18 / Year ended Adjusted EBITDA

 $585,194  $593,855  $594,183 

Net Debt-to-Adjusted EBITDA19

  3.5   3.1   2.8 

 

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

 

 

H.B. FULLER COMPANY AND SUBSIDIARIES

REGULATION G RECONCILIATION

In thousands (unaudited)

 

 

  

March 1, 2025

  

March 2, 2024

  

November 30, 2024

 

Trade receivables, net

 $525,496  $525,689  $558,336 

Inventory

  468,323   490,179   467,498 

Trade payables

  450,401   460,649   491,435 

Net working capital20

 $543,418  $555,219  $534,399 
             

Net revenue three months ended

 $788,663  $810,419     

Annualized net revenue20

  3,154,652   3,241,676     
             

Net working capital as a percentage of annualized revenue20

  17.2%  17.1%    

 

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

 

15

 

 

CONSOLIDATED BALANCE SHEETS

H.B. Fuller Company and Subsidiaries

(In thousands, except share and per share amounts)

 

 

  

March 1,

  

November 30,

 
  

2025

  

2024

 

Assets

        

Current assets:

        

Cash and cash equivalents

 $105,743  $169,352 

Trade receivables (net of allowances of $10,222 and $11,621, as of March 1, 2025 and November 30, 2024, respectively)

  525,496   558,336 

Inventories

  468,323   467,498 

Other current assets

  114,588   104,019 

Total current assets

  1,214,150   1,299,205 
         

Property, plant and equipment

  1,794,291   1,864,558 

Accumulated depreciation

  (950,290)  (982,631)

Property, plant and equipment, net

  844,001   881,927 
         

Goodwill

  1,624,347   1,532,221 

Other intangibles, net

  834,515   770,226 

Other assets

  443,893   449,665 

Total assets

 $4,960,906  $4,933,244 
         

Liabilities, non-controlling interest and total equity

        

Current liabilities

        

Notes payable

 $578  $587 

Trade payables

  450,401   491,435 

Accrued compensation

  67,271   106,005 

Income taxes payable

  15,986   24,225 

Other accrued expenses

  80,588   97,038 

Total current liabilities

  614,824   719,290 
         

Long-term debt

  2,179,419   2,010,052 

Accrued pension liabilities

  51,986   51,755 

Other liabilities

  336,316   322,299 

Total liabilities

 $3,182,545  $3,103,396 
         

Commitments and contingencies

        
         

Equity

        

H.B. Fuller stockholders' equity:

        

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

  -   - 

Common stock, par value $1.00 per share, shares authorized – 160,000,000, shares outstanding – 54,189,853 and 54,657,103 as of March 1, 2025 and November 30, 2024, respectively

 $54,190  $54,657 

Additional paid-in capital

  285,646   322,636 

Retained earnings

  1,925,724   1,924,761 

Accumulated other comprehensive loss

  (488,421)  (473,395)

Total H.B. Fuller stockholders' equity

  1,777,139   1,828,659 

Non-controlling interest

  1,222   1,189 

Total equity

  1,778,361   1,829,848 

Total liabilities, non-controlling interest and total equity

 $4,960,906  $4,933,244 

 

16

 

CONSOLIDATED STATEMENTS of CASH FLOWS

H.B. Fuller Company and Subsidiaries

(In thousands)

 

 

  

Three Months Ended

 
  

March 1, 2025

  

March 2, 2024

 

Cash flows from operating activities:

        

Net income including non-controlling interest

 $13,264  $31,012 

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

        

Depreciation

  21,717   23,168 

Amortization

  20,880   20,355 

Deferred income taxes

  5,837   (5,658)

Income from equity method investments, net of dividends received

  (497)  (1,044)

Loss on the sale of a business

  1,515   - 

Gain on sale or disposal of assets

  (46)  (86)

Share-based compensation

  4,708   5,088 

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

        

Trade receivables, net

  13,900   56,886 

Inventories

  (27,122)  (50,189)

Other assets

  (295)  (9,064)

Trade payables

  (14,272)  27,640 

Accrued compensation

  (37,913)  (31,862)

Other accrued expenses

  (11,959)  (12,040)

Income taxes payable

  (21,854)  (5,121)

Accrued / prepaid pensions

  (1,988)  (2,126)

Other liabilities

  (311)  (399)

Foreign currency remeasurement

  (18,471)  791 

Net cash (used in) provided by operating activities

  (52,907)  47,351 
         

Cash flows from investing activities:

        

Purchased property, plant and equipment

  (32,984)  (43,293)

Purchased businesses, net of cash acquired

  (162,032)  - 

Purchase of cost method investment

  (2,549)  - 

Proceeds from sale of property, plant and equipment

  477   568 

Proceeds from the sale of a business

  75,727   - 

Net cash used in investing activities

  (121,361)  (42,725)
         

Cash flows from financing activities:

        

Proceeds from issuance of long-term debt

  526,300   195,000 

Repayment of long-term debt

  (359,535)  (203,250)

Net payment of notes payable

  (164)  (276)

Dividends paid

  (12,193)  (11,151)

Proceeds from stock options exercised

  1,384   8,977 

Repurchases of common stock

  (44,377)  (6,208)

Net cash provided by (used in) financing activities

  111,415   (16,908)
         

Effect of exchange rate changes on cash and cash equivalents

  (756)  (1,922)

Net change in cash and cash equivalents

  (63,609)  (14,204)

Cash and cash equivalents at beginning of period

  169,352   179,453 

Cash and cash equivalents at end of period

 $105,743  $165,249 

 

17