Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarter ended June 1, 2002
OR
[_] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________ to ___________
Commission File No. 001-09225
H.B. FULLER COMPANY
(Exact name of registrant as specified in its charter)
Minnesota 41-0268370
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1200 Willow Lake Boulevard, Vadnais Heights, Minnesota 55110-5101
(Address of principal executive offices) (Zip Code)
(651) 236-5900
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: Common Stock, par
value $1.00 per share
Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
The number of shares outstanding of the Registrant's Common Stock, par value
$1.00 per share, was 28,353,413 as of June 28, 2002.
-1-
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
H.B. FULLER COMPANY AND SUBSIDIARIES
Statement of Consolidated Income
(In thousands, except per share amounts)
(Unaudited)
----------------------------------------------------------
Thirteen Weeks Twenty-six Weeks
Ended Ended
--------------------------- --------------------------
June 1, June 2, June 1, June 2,
2002 2001 2002 2001
------------- ------------- ------------ -------------
Net revenue $ 319,402 $ 328,507 $ 612,642 $ 635,441
Cost of sales (231,965) (240,294) (450,027) (464,653)
--------- --------- --------- ---------
Gross profit 87,437 88,213 162,615 170,788
Selling, administrative and other expenses (71,382) (64,600) (140,214) (132,891)
Interest expense (4,420) (5,503) (9,136) (11,166)
Other income (expense), net 171 (171) (455) (692)
--------- --------- --------- ---------
Income before income taxes, minority interests,
equity investments and accounting change 11,806 17,939 12,810 26,039
Income taxes (4,078) (6,117) (4,520) (9,114)
Minority interests in consolidated income (328) (495) (607) (510)
Income from equity investments 535 533 918 995
--------- --------- --------- ---------
Income before cumulative effect of accounting
change 7,935 11,860 8,601 17,410
Cumulative effect of accounting change - - - (501)
--------- --------- --------- ---------
Net income $ 7,935 $ 11,860 $ 8,601 $ 16,909
========= ========= ========= =========
Basic income per common share:
Income before accounting change $ 0.28 $ 0.42 $ 0.31 $ 0.62
Accounting change - - - (0.02)
--------- --------- --------- ---------
Net income $ 0.28 $ 0.42 $ 0.31 $ 0.60
========= ========= ========= =========
Diluted income per common share:
Income before accounting change $ 0.28 $ 0.42 $ 0.30 $ 0.62
Accounting change - - - (0.02)
--------- --------- --------- ---------
Net income $ 0.28 $ 0.42 $ 0.30 $ 0.60
========= ========= ========= =========
Weighted-average common shares outstanding:
Basic 28,071 27,954 28,038 27,943
Diluted 28,643 28,270 28,540 28,261
Dividends per share $ 0.110 $ 0.108 $ 0.218 $ 0.212
See accompanying notes to consolidated financial statements.
-2-
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Balance Sheet
(Dollars in thousands)
(Unaudited)
June 1, December 1,
2002 2001
-------------------------------
Assets
Current assets:
Cash and cash equivalents $ 2,184 $ 11,454
Trade receivables 226,833 219,711
Allowance for doubtful accounts (8,308) (8,121)
Inventories 149,243 141,210
Other current assets 45,363 39,619
----------------------------
Total current assets 415,315 403,873
Net property, plant and equipment 357,755 371,113
Other assets 112,312 107,432
Goodwill 63,916 62,037
Other intangibles, net 20,468 21,718
----------------------------
Total assets $969,766 $966,173
============================
Liabilities and Stockholders' Equity
Current liabilities:
Notes payable $ 34,924 $ 27,601
Current installments of long-term debt 2,325 3,479
Trade payables 112,286 114,155
Accrued payroll and employee benefits 31,763 30,659
Other accrued expenses 38,705 19,714
Income taxes payable 11,179 8,555
----------------------------
Total current liabilities 231,182 204,163
Long-term debt, excluding current installments 173,298 203,001
Accrued pensions 63,664 66,012
Other liabilities 39,536 39,413
Minority interests in consolidated subsidiaries 20,122 19,558
----------------------------
Total liabilities 527,802 532,147
----------------------------
Commitments and contingencies
Stockholders' equity:
Series A preferred stock - 306
Common stock, par value $1.00 per share 28,334 28,281
Shares outstanding June 1, 2002 were 28,333,734
and December 1, 2001 were 28,280,896
Additional paid-in capital 38,999 37,830
Retained earnings 398,480 396,048
Accumulated other comprehensive loss (21,408) (25,150)
Unearned compensation - restricted stock (2,441) (3,289)
----------------------------
Total stockholders' equity 441,964 434,026
----------------------------
Total liabilities and stockholders' equity $969,766 $966,173
============================
See accompanying notes to consolidated financial statements.
-3-
H.B. FULLER COMPANY AND SUBSIDIARIES
Consolidated Statement of Cash Flows
(In thousands)
(Unaudited)
Twenty-six Weeks Ended
-------------------------------
June 1, 2002 June 2, 2001
-------------------------------
Cash flows from operating activities:
Net income $ 8,601 $ 16,909
Adjustments to reconcile net income to net cash
provided by operating activities:
Depreciation and amortization 29,631 26,344
Change in assets and liabilities:
Accounts receivables, net (5,133) 6,369
Inventories (6,177) 1,092
Other assets (5,622) (2,191)
Accounts payables (2,949) (11,590)
Accrued payroll and employee benefits and
other accrued expenses 1,764 (5,665)
Restructuring liability 5,949 (544)
Income taxes payable 3,518 4,901
Accrued pensions (3,150) (5,571)
Other liabilities 1,739 (4,606)
Other 3,437 (954)
------------------------------
Net cash provided by operating activities 31,608 24,494
Cash flows from investing activities:
Purchased property, plant and equipment (12,448) (15,600)
Proceeds from sale of property, plant and equipment 975 2,282
Proceeds from sale of investment - 1,567
------------------------------
Net cash used in investing activities (11,473) (11,751)
Cash flows from financing activities:
Proceeds from long-term debt 21,635 7,724
Repayment of long-term debt (50,748) (16,798)
Proceeds from notes payable 5,114 564
Dividends paid (6,169) (6,010)
Other 592 (224)
------------------------------
Net cash (used in) provided by financing activities (29,576) (14,744)
Effect of exchange rate changes 171 (11)
------------------------------
Net change in cash and cash equivalents (9,270) (2,012)
Cash and cash equivalents at beginning of period 11,454 10,489
------------------------------
Cash and cash equivalents at end of period $ 2,184 $ 8,477
==============================
See accompanying notes to consolidated financial statements.
-4-
H.B. FULLER COMPANY AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Amounts in thousands)
1. Accounting Policies: The accompanying unaudited consolidated financial
statements have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
information and with the instructions to Form 10-Q and Article 10 of
Regulation S-X. Accordingly, they do not include all of the information
necessary for a fair presentation of results of operations, financial
position, and cash flows in conformity with accounting principles
generally accepted in the United States of America. In the opinion of
management, the interim consolidated financial statements reflect all
adjustments of a normal recurring nature considered necessary for a fair
presentation of the results for the periods presented. Operating results
for interim periods are not necessarily indicative of results that may be
expected for the fiscal year as a whole. The preparation of financial
statements in conformity with accounting principles generally accepted in
the United States of America requires management 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 consolidated financial
statements should be read in conjunction with the consolidated financial
statements and notes thereto included in the Company's Annual Report on
Form 10-K for the year ended December 1, 2001 as filed with the Securities
and Exchange Commission.
2. Net Income per Common Share: A reconciliation of the net income and common
share components for the basic and diluted net income per common share
calculations is as follows:
13 Weeks Ended 26 Weeks Ended
------------------- -------------------
June 1, June 2, June 1, June 2,
2002 2001 2002 2001
------------------- -------------------
Net income $ 7,935 $ 11,860 $ 8,601 $ 16,909
Dividends on preferred shares (3) (4) (7) (8)
-------- -------- -------- --------
Income attributable to common shares $ 7,932 $ 11,856 $ 8,594 $ 16,901
===========================================
Weighted-average common shares - basic 28,071 27,954 28,038 27,943
Equivalent shares - stock-based compensation plans 572 316 502 318
-------- -------- -------- --------
Weighted-average common shares - diluted 28,643 28,270 28,540 28,261
===========================================
The computations of diluted income per common share do not include stock
options with exercise prices greater than the average market price of the
common shares of 1 and 28 for the second quarter of 2002 and 2001,
respectively, and of 3 and 48 for the first half of 2002 and 2001,
respectively, as the results would have been anti-dilutive.
3. Comprehensive Income: The components of total comprehensive income
follows:
13 Weeks Ended 26 Weeks Ended
-------------------------- --------------------------
June 1, 2002 June 2, 2001 June 1, 2002 June 2, 2001
-------------------------- --------------------------
Net income $ 7,935 $ 11,860 $ 8,601 $ 16,909
Other comprehensive income (loss)
Foreign currency translation, net 4,604 (5,068) 3,742 (2,058)
-------------------------- --------------------------
Total comprehensive income $ 12,539 $ 6,792 $ 12,343 $ 14,851
=======================================================
4. Inventories: The composition of inventories follows:
June 1, 2002 December 1, 2001
---------------------------------
Raw materials $ 59,152 $ 57,226
Finished goods 100,791 95,149
LIFO reserve (10,700) (11,165)
---------------------------------
$ 149,243 $ 141,210
=================================
-5-
5. Restructuring and Other Related Costs: During the second quarter of 2002,
the Company recorded pretax charges of $6,622 ($4,063 after tax and
minority interests) in the income statement in connection with its
restructuring plan that was announced on January 15, 2002. For the first
six months of 2002 pretax charges recorded were $14,297 ($8,992 after tax
and minority interests). The plan calls for the elimination of
approximately 20 percent of the Company's current manufacturing capacity.
The Company is streamlining facilities and operations in Latin America,
Europe and North America by reducing capacity and eliminating other cost
structures.
In connection with the 2002 restructuring plan, the Company expects to
record pretax charges in the range of $30 to $35 million, inclusive of the
$1.6 million of accelerated depreciation charges recorded in the fourth
quarter of 2001. These charges will include employee separation costs,
accelerated depreciation on assets held and used until disposal,
lease/contract termination costs and other costs directly related to the
restructuring plan. The charges will be incurred throughout 2002. Cash
costs of the plan are expected to be $20 to $25 million, of which $2.8
million have been paid as of June 1, 2002. The following table summarizes
the restructuring charges and the related restructuring liabilities:
Employee
Severance and Accelerated
(Dollars in thousands) Benefits Depreciation Other Total
-------------------------------------------------------
Balance at December 2, 2001 $ 349 $ -- $ 176 $ 525
2002 charges (pretax)
First quarter 4,784 1,637 1,254 7,675
Second quarter 2,831 2,830 961 6,622
-------------------------------------------------------
Total charges 7,615 4,467 2,215 14,297
Non-cash charges (669) (4,467) (5,136)
Currency change effect 135 19 154
Cash payments (2,063) (711) (2,774)
---------- ----------------------
Total liabilities at June 1, 2002 5,367 1,699 7,066
Long-term portion of liabilities -- (492) (492)
---------- ----------------------
Current liabilities at June 1, 2002 $ 5,367 $ 1,207 $ 6,574
========== ======================
The total pretax charges of $6,622 in the second quarter of 2002 were
recorded in the income statement as: $3,844 in cost of sales and $2,778 in
selling, administrative and other expenses (SG&A). The $3,844 in cost of
sales consisted of $565 of employee severance and benefits, $2,735 of
accelerated depreciation, $237 of adverse lease termination costs and $307
of other costs directly attributed to the restructuring plan. The $2,778
in SG&A expenses consisted of $2,266 of employee severance and benefits,
$95 of accelerated depreciation, $177 of adverse lease termination costs
and $240 of other costs directly attributed to the restructuring plan.
Through the first six months of 2002, total pretax charges of $14,297 were
recorded in the income statement as: $10,098 in cost of sales and $4,199
in SG&A expenses. The $10,098 in cost of sales consisted of $4,009 of
employee severance and benefits, $4,363 of accelerated depreciation,
$1,415 of lease termination costs and $311 of other costs directly
attributed to the restructuring plan. The $4,199 in SG&A expenses
consisted of $3,608 of employee severance and benefits, $104 of
accelerated depreciation, $177 of lease termination costs and $310 of
other costs directly attributed to the restructuring plan.
Non-cash charges attributed to employee severance and benefits are related
to the granting of accelerated vesting on restricted stock held by certain
employees subject to the restructuring. The long-term portion of the
restructuring liability relates to adverse lease commitments that are
expected to be paid beyond one year.
The beginning balance of $525 in the restructuring liability relates to a
prior restructuring plan.
-6-
6. Derivatives: Derivatives consisted primarily of forward currency contracts
(primarily to receive euros) used to manage foreign currency denominated
liabilities. Because contracts outstanding were not designated as hedges,
the gains and losses are recognized in the income statement of the same
period as the remeasurement of the related foreign currency denominated
liabilities.
Notional amounts outstanding at June 1, 2002 were $136,193, however,
notional amounts are not a measure of the Company's exposure. As of June 1,
2002, the Company had forward contracts maturing between June 3, 2002 and
November 20, 2002. In the opinion of management, the amounts recorded for
changes in market value during the quarter and the first half of 2002 were
not material.
7. Preferred Stock Redemption: On May 20, 2002 the Company redeemed all Series
A preferred stock at par value and paid a pro rata dividend for the second
quarter on those shares for a total cost of $309.
8. Operating Segments: Effective for the first quarter of 2002, the new
internal management structure has caused a change in segment reporting. The
change has resulted in the reporting of two operating segments: Global
Adhesives and Full-Valu/Specialty. The global adhesives operating segment
is comprised of industrial adhesives and automotive adhesives product
lines. Markets served in the global adhesives operating segment include
packaging, graphic arts, nonwoven, assembly (woodworking, appliances,
etc.), converting, automotive and footwear. These product lines and markets
were previously reported on a geographic segment basis. The
Full-Valu/Specialty operating segment represents the specialty product
lines including TEC, Foster, Global Coatings, liquid paints and other
product lines that constitute "Full-Valu".
13 Weeks Ended
--------------------------------------------------------------------------------------
June 1, 2002 June 2, 2001
---------------------------------------- ----------------------------------------
Inter- Inter-
Trade Segment Operating Trade Segment Operating
Revenue Revenue Income Revenue Revenue Income
---------------------------------------- ----------------------------------------
Global Adhesives $ 219,807 $ 757 $ 14,574 $ 226,925 $ 1,533 $ 15,292
Full-Valu/Specialty 99,595 284 8,103 101,582 12 8,321
Corporate and Unallocated - (1,041) - - (1,545) -
---------------------------------------- ----------------------------------------
Total $ 319,402 $ - $ 22,677 $ 328,507 $ - $ 23,613
======================================== ========================================
26 Weeks Ended
--------------------------------------------------------------------------------------
June 1, 2002 June 2, 2001
---------------------------------------- ----------------------------------------
Inter- Inter-
Trade Segment Operating Trade Segment Operating
Revenue Revenue Income Revenue Revenue Income
---------------------------------------- ----------------------------------------
Global Adhesives $ 420,622 $ 2,255 $ 23,897 $ 437,341 $ 3,508 $ 23,631
Full-Valu/Specialty 192,020 472 12,801 198,100 684 14,266
Corporate and Unallocated - (2,727) - - (4,192) -
---------------------------------------- ----------------------------------------
Total $ 612,642 $ - $ 36,698 $ 635,441 $ - $ 37,897
======================================== ========================================
Reconciliation of Operating Income to Income before Income Taxes:
13 Weeks Ended 26 Weeks Ended
------------------------------ ------------------------------
June 1, 2002 June 2, 2001 June 1, 2002 June 2, 2001
------------------------------ ------------------------------
Operating income $ 22,677 $ 23,613 $ 36,698 $ 37,897
Restructuring and other related costs (6,622) - (14,297) -
Interest expense (4,420) (5,503) (9,136) (11,166)
Other income/(expense), net 171 (171) (455) (692)
------------------------------ ------------------------------
Income before income taxes $ 11,806 $ 17,939 $ 12,810 $ 26,039
============================== ==============================
-7-
9. Adopted Accounting Standards: In June 2001 the Financial Accounting
Standards Board (FASB) issued Statements of Financial Accounting Standards
(SFAS) No. 141, "Business Combinations", and No. 142, "Goodwill and Other
Intangible Assets". These Statements eliminated the pooling-of-interests
method of accounting for business combinations and the systematic
amortization of goodwill. SFAS No. 141 applies to all business combinations
with a closing date after June 30, 2001, of which the Company had no such
activity. Effective December 2, 2001, the Company early adopted SFAS No.
142. Under the new standard, purchased goodwill is no longer amortized over
its useful life. Therefore, no goodwill amortization expense was incurred
during the first half of 2002. Beginning December 2, 2001 goodwill will be
tested for impairment on an annual basis, and will be tested for impairment
between annual tests if an event occurs or circumstances change that would
indicate the carrying amount may be impaired. An impairment loss would
generally be recognized when the carrying amount of reporting unit's net
assets exceeds the estimated fair value of the reporting unit. The estimated
fair value of the reporting unit is determined using a discounted cash flow
analysis of projected cash flows over the next five years. Had SFAS No. 142
been effective in fiscal year 2001, net income and earnings per share would
have been reported as the following amounts:
13 Weeks Ended 26 Weeks Ended 52 Weeks Ended
June 2, 2001 June 2, 2001 December 1, 2001
---------------------- -------------------- ----------------------
Reported net income $ 11,860 $ 16,909 $ 44,439
Add back goodwill amortization, net 994 1,969 3,857
---------------------- -------------------- ----------------------
Adjusted net income $ 12,854 $ 18,878 $ 48,296
====================== ==================== ======================
Basic earnings per share:
Net income as reported $ 0.42 $ 0.60 $ 1.59
Add back goodwill amortization, net 0.04 0.07 0.14
---------------------- -------------------- ----------------------
Adjusted net income $ 0.46 $ 0.67 $ 1.73
====================== ==================== ======================
Diluted earnings per share:
Net income as reported $ 0.42 $ 0.60 $ 1.57
Add back goodwill amortization, net 0.03 0.07 0.13
---------------------- -------------------- ----------------------
Adjusted net income $ 0.45 $ 0.67 $ 1.70
====================== ==================== ======================
The two fiscal years prior to 2001 would have been reported as follows:
53 Weeks Ended 52 Weeks Ended
December 2, 2000 November 27, 1999
---------------------- -------------------------
Reported net income $ 49,163 $ 43,370
Add back goodwill amortization, net 3,879 3,444
---------------------- -------------------------
Adjusted net income $ 53,042 $ 46,814
====================== =========================
Basic earnings per share:
Net income as reported $ 1.77 $ 1.57
Add back goodwill amortization, net 0.14 0.12
---------------------- -------------------------
Adjusted net income $ 1.91 $ 1.69
====================== =========================
Diluted earnings per share:
Net income as reported $ 1.74 $ 1.55
Add back goodwill amortization, net 0.14 0.12
---------------------- -------------------------
Adjusted net income $ 1.88 $ 1.67
====================== =========================
- 8 -
Purchased
Balances of acquired intangible Technology &
assets subject to amortization were: Patents All Other Total
------------------------------------ ------------------- ---------------- --------------
As of June 1, 2002:
Amortizable Intangible Assets:
Original cost $ 34,044 $ 1,561 $ 35,605
Accumulated Amortization (17,581) (940) (18,521)
-------------------- ----------------- --------------
Total intangible assets, net $ 16,463 $ 621 $ 17,084
==================== ================= ==============
As of December 1, 2001:
Amortizable Intangible Assets:
Original cost $ 34,044 $ 1,561 $ 35,605
Accumulated Amortization (16,309) (892) (17,201)
-------------------- ----------------- --------------
Total intangible assets, net $ 17,735 $ 669 $ 18,404
==================== ================= ==============
Estimated amortization expense for acquired intangible assets recorded as of
December 1, 2001 for the next five years is as follows:
Year Amortization Expense
---- --------------------
2003 $2,471
2004 $2,082
2005 $2,079
2006 $2,073
2007 $2,068
The Company has completed its transitional impairment testing and no changes
to the carrying value of goodwill and other intangible assets were made as a
result of the adoption of SFAS No. 142. Subsequent impairment testing will
take place annually as well as when a triggering event indicating impairment
may have occurred.
10. Recently Issued Accounting Standard: In August 2001, the FASB issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-lived Assets",
which addresses financial accounting and reporting for the impairment or
disposal of long-lived assets. SFAS No. 144 supersedes SFAS No. 121,
"Accounting for the Impairment of Long-lived Assets and for Long-lived
Assets to be Disposed Of", and the accounting and reporting provisions of
APB Opinion No. 30, "Reporting the Results of Operations for a disposal of a
segment of a business". SFAS No. 144 is effective for fiscal years beginning
after December 15, 2001, with earlier application encouraged. The Company
will adopt this standard for its fiscal year beginning December 1, 2002. The
impact of adopting this accounting standard is not expected to have a
material effect on the financial position and results of operations of the
Company.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Results of Operations
Net sales in the second quarter of 2002 of $319.4 million were $9.1 million or
2.8 percent less than the net sales of $328.5 million reported in the second
quarter of 2001. The sales performance continued to be affected by the overall
weakness in the global economy as evidenced by the sales volume decrease of 1.1
percent as compared to the second quarter of 2001. Selling prices also accounted
for a 1.1 percent decrease in the quarterly sales as compared to last year.
Fluctuations in foreign currencies as compared to the U.S. dollar accounted for
the remaining 0.6 percent decrease as compared to last year.
-9-
Through the first half of 2002 net sales of $612.6 million were $22.8 million or
3.6 percent less than the net sales in the first half of 2001. Sales volume
decreased 1.7 percent, selling prices decreased 0.9 percent and currency
fluctuations caused a 1.0 percent decrease as compared to last year.
Second quarter net sales in the Global Adhesives operating segment of $219.8
million decreased 3.1 percent from the $226.9 million reported in the second
quarter of 2001. Sales volume decreased 1.5 percent from a year ago while
selling prices and currency effects both had a negative 0.8 percent impact as
compared to last year. Sales to the automotive market increased 6.7 percent,
primarily due to an increase in vehicle production in North America of
approximately 4.5 percent. The nonwoven market was another area of strength in
the second quarter with a 4.7 percent sales increase compared to last year.
Markets that continued to be impacted by the overall slowdown in economic
activity were assembly (appliances, woodworking, etc.) and graphic arts. Second
quarter sales to the assembly market decreased 8.3 percent and sales to the
graphic arts market decreased 9.7 percent as compared to last year.
Six months net sales in the Global Adhesives operating segment of $420.6 million
decreased 3.8 percent from the first half of 2001. Sales volume decreased 2.2
percent, currency fluctuations caused a 1.3 percent decrease and selling prices
decreased 0.3 percent. Similar to the second quarter results, sales to the
automotive and nonwoven markets increased over the first half of 2001 by 10
percent and 5.1 percent, respectively. These increases were offset by sales
declines in the graphic arts, assembly and paper converting markets of 8.3
percent, 9.3 percent and 7.3 percent, respectively.
Net sales in the Full-Valu/Specialty operating segment of $99.6 million in the
second quarter of 2002 were $2.0 million or 2.0 percent less than the second
quarter of 2001. Selling prices decreased 1.7 percent, currency effects were a
negative 0.2 percent and sales volume decreased 0.1 percent. The decrease in
selling prices was attributed primarily to the liquid paints market in Central
America and the powder coatings market in North America. Both markets have seen
a high level of price competition as a reaction to the slowdown in overall
economic activity. TEC product sales increased 6.6 percent in the second quarter
of 2002 as compared to last year.
The year-to-date net sales in Full-Valu/Specialty of $192.0 million were $6.1
million or 3.1 percent less than the net sales of $198.1 million recorded in the
first half of 2001. Selling prices, primarily due to competition in the powder
coatings and liquid paints markets, decreased 2.3 percent compared to the first
half of 2001. Sales volume and currency fluctuations both had a negative impact
of 0.4 percent. Sales to the window market increased 4.9 percent over last year
and TEC product sales increased 3.3 percent over the first six months of 2001.
Both of these businesses have benefited from the strength of the U.S. housing
market.
During the second quarter of 2002, the Company recorded pretax charges of $6,622
($4,063 after tax and minority interests) in connection with its restructuring
plan that was announced on January 15, 2002. For the first six months of 2002
pretax charges recorded were $14,297 ($8,992 after tax and minority interests).
The plan, which was contemplated in 2001, but approved and implemented
throughout 2002, calls for the elimination of approximately 20 percent of the
Company's current manufacturing capacity. The Company is streamlining facilities
and operations in Latin America, Europe and North America. By reducing capacity
and eliminating other cost structures management estimates that upon completion,
costs will be reduced $10 to $12 million annually. Implementation of the plan
will result in the elimination of approximately 350 positions, primarily in
manufacturing, of which approximately 240 have occurred during the first six
months of 2002. The reduction of 350 positions will be offset by the hiring of
approximately 100 employees in facilities that will take on additional volume as
a result of the restructuring plan.
In connection with the 2002 restructuring plan, the Company expects to record
pretax charges in the range of $30 to $35 million, inclusive of the $1.6 million
of accelerated depreciation charges recorded in the fourth quarter of 2001.
These charges will include employee separation costs, accelerated depreciation
on assets held and used until disposal, lease/contract termination costs and
other costs directly related to the restructuring plan. The charges will be
incurred throughout 2002. Cash costs of the plan are expected to be $20 to $25
million, of which $2.8 million have been incurred as of June 1, 2002. The
following table summarizes the restructuring charges and the related
restructuring liabilities:
-10-
Employee
(Dollars in thousands) Severance and Accelerated
Benefits Depreciation Other Total
------------------------------------------------------------
Balance at December 2, 2001 $ 349 $ -- $ 176 $ 525
2002 charges (pretax)
First quarter 4,784 1,637 1,254 7,675
Second quarter 2,831 2,830 961 6,622
------------------------------------------------------------
Total charges 7,615 4,467 2,215 14,297
Non-cash charges (669) (4,467) (5,136)
Currency change effect 135 19 154
Cash payments (2,063) (711) (2,774)
----------- ----------------------
Total liabilities at June 1, 2002 5,367 1,699 7,066
Long-term portion of liabilities -- (492) (492)
----------- ----------------------
Current liabilities at June 1, 2002 $ 5,367 $ 1,207 $ 6,574
=========== ======================
The total pretax charges of $6,622 in the second quarter of 2002 were recorded
in the income statement as: $3,844 in cost of sales and $2,778 in selling,
administrative and other expenses (SG&A). The $3,844 in cost of sales consisted
of $565 of employee severance and benefits, $2,735 of accelerated depreciation,
$237 of adverse lease termination costs and $307 of other related costs. The
$2,778 in SG&A expenses consisted of $2,266 of employee severance and benefits,
$95 of accelerated depreciation, $177 of adverse lease termination costs and
$240 of other related costs.
Through the first six months of 2002, total pretax charges of $14,297 were
recorded in the income statement as: $10,098 in cost of sales and $4,199 in SG&A
expenses. The $10,098 in cost of sales consisted of $4,009 of employee severance
and benefits, $4,363 of accelerated depreciation, $1,415 of lease termination
costs and $311 of other related costs. The $4,199 in SG&A expenses consisted of
$3,608 of employee severance and benefits, $104 of accelerated depreciation,
$177 of lease termination costs and $310 of other related costs.
Non-cash charges attributed to employee severance and benefits are related to
the granting of accelerated vesting on restricted stock held by certain
employees subject to the restructuring. The long-term portion of the
restructuring liability relates to adverse lease commitments that are expected
to be paid beyond one year.
The beginning balance of $525 in the restructuring liability relates to a prior
restructuring plan.
Following is Supplemental Unaudited Consolidated Statement of Income
information. The Company considers this information to be useful in assessing
operating results excluding the effects of the restructuring plan.
13 Weeks Ended - June 1, 2002
------------------------------------------------
(Dollars in thousands, except per share amounts) Excluding 13 Weeks Ended
As Reported Special Items Special Items June 2, 2001
-----------------------------------------------------------------
Net sales $ 319,402 $ - $ 319,402 $ 328,507
Cost of sales (231,965) (3,844) (228,121) (240,294)
---------------------------------------------------------------
Gross profit 87,437 (3,844) 91,281 88,213
Selling, administrative and other expenses (71,382) (2,778) (68,604) (64,600)
Interest expense (4,420) - (4,420) (5,503)
Other income/(expense), net 171 - 171 (171)
---------------------------------------------------------------
Income before tax and minority interests 11,806 (6,622) 18,428 17,939
Income taxes (4,078) 2,371 (6,449) (6,117)
Minority interests (328) 188 (516) (495)
Income from equity investments 535 - 535 533
---------------------------------------------------------------
Net income $ 7,935 $ (4,063) $ 11,998 $ 11,860
===============================================================
Income per diluted share:
Net Income $ 0.28 $ (0.14) $ 0.42 $ 0.42
===============================================================
-11-
26 Weeks Ended - June 1, 2002
---------------------------------------------------
(Dollars in thousands, except per share amounts) Excluding 26 Weeks Ended
As Reported Special Items Special Items June 2, 2001
----------------------------------------------------------------------
Net sales $ 612,642 $ - $ 612,642 $ 635,441
Cost of sales (450,027) (10,098) (439,929) (464,653)
----------------------------------------------------------------------
Gross profit 162,615 (10,098) 172,713 170,788
Selling, administrative and other expenses (140,214) (4,199) (136,015) (132,891)
Interest expense (9,136) - (9,136) (11,166)
Other income/(expense), net (455) - (455) (692)
----------------------------------------------------------------------
Income before tax and minority interests 12,810 (14,297) 27,107 26,039
Income taxes (4,520) 4,967 (9,487) (9,114)
Minority interests (607) 338 (945) (510)
Income from equity investments 918 - 918 995
----------------------------------------------------------------------
Income before cumulative effect of
accounting change 8,601 (8,992) 17,593 17,410
Cumulative effect of accounting change - - - (501)
----------------------------------------------------------------------
Net income $ 8,601 $ (8,992) $ 17,593 $ 16,909
======================================================================
Income per diluted share:
Before cumulative effect of accounting change $ 0.30 $ ( 0.32) $ 0.62 $ 0.62
Cumulative effect of accounting change - - - (0.02)
----------------------------------------------------------------------
Net Income $ 0.30 $ (0.32) $ 0.62 $ 0.60
======================================================================
The following discussion excludes the impact of the restructuring plan on the
first half results.
The consolidated gross profit margin in the second quarter of 2002 of 28.6
percent was 1.7 percentage points higher than the second quarter of 2001.
Favorable raw material prices were the main reason for the margin improvement.
Through six months of 2002 the gross profit margin was 28.2 percent, a 1.3
percentage point increase over the first half of 2001.
Selling, administrative and other expenses (SG&A) of $68.6 million in the second
quarter of 2002 were $4.0 million or 6.2 percent more than the $64.6 million of
SG&A expenses recorded in the second quarter of 2001. Included in the 2002
expenses as compared to 2001 is a decrease of approximately $2.3 million in U.S.
pension and other postretirement income. The $2.3 million represents 75 percent
of the total decrease in U.S. pension and other postretirement income of nearly
$3.0 million. The remaining decrease of $0.7 million was included in cost of
sales. Another reason for the increase in SG&A expenses from last year was that
management bonus accruals were approximately $1.8 million higher in the second
quarter of 2002 as compared to the second quarter of 2001. In the second quarter
of 2001 the Company was not reaching its financial targets, therefore the
management bonus accruals were reduced accordingly. In 2002, the Company is
still within reach of its annual targets, therefore the bonus accruals have not
been reduced. As a percentage of sales, the SG&A expenses in the second quarter
of 2002 were 21.5 percent as compared to 19.7 percent in the second quarter of
2001.
Through six months of 2002, SG&A expenses were 22.2 percent of sales as compared
to 20.9 percent through the first half of 2001. In dollars, SG&A expenses of
$136.0 million in the first half of 2002 were $3.1 million or 2.4 percent higher
than the same period in 2001. The decrease in U.S. pension and other
post-retirement income was approximately $4.5 million in the first half of 2002
as compared to the first half of 2001. Spending controls and reduced employee
census have partially offset the SG&A expense increase due to the changes in the
U.S. pension and post-retirement income. Employee census at June 1, 2002 was
4,747 as compared to 4,966 at June 2, 2001. Of the net reduction of 219
employees, 147 were included in cost of sales and 72 were included in SG&A
expenses.
Interest expense in the second quarter of 2002 of $4.4 million was $1.1 million
less than last year. Lower average debt levels, combined with lower interest
rates, resulted in the lower interest expense. Through six months of 2002
interest expense of $9.1 million was $2.0 million below the first half of 2001,
also due to the lower average debt levels and interest rates.
-12-
Other income/expense, net was income of $0.2 million as compared to an expense
of $0.2 million in the second quarter of 2001. Last year's results included a
gain on the sale of an investment in Japan of $1.6 million offset by $1.0
million of goodwill amortization expense. The 2002 results exclude goodwill
amortization expense due to the adoption of the Financial Accounting Standards
Board's Statement of Financial Accounting Standard No. 142, "Goodwill and Other
Intangible Assets". The standard eliminated the systematic amortization of
goodwill. Currency effects resulted in a gain of $0.4 million in the second
quarter of 2002 as compared to a loss of $0.3 million in the second quarter of
2001. The second quarter gain in 2002 was primarily due to changes in the euro
and Brazilian real. For the first half of 2002 other income/expense, net was an
expense of $0.5 million as compared to an expense of $0.7 million in the first
half of 2001. Currency effects reflected an expense of $0.6 million in the first
half of 2002 and an expense of $0.3 million last year. The $0.6 million currency
loss in the first half of 2002 includes a first quarter loss from the Argentine
peso of $0.7 million and a second quarter gain of $0.2 million from the
Argentine peso. Last year's first half included the $1.6 million gain on the
sale of an investment in Japan as well as $2.0 million of goodwill amortization
expense.
The income tax rate in the second quarter of 2002 was 35 percent. In the second
quarter of 2001 the Company lowered its effective tax rate from 37 percent to 35
percent due to the mix of worldwide income and tax planning initiatives. This
resulted in an effective rate for the second quarter of 2001 of 34.1 percent.
The rate for the total year 2001 was 35 percent.
Net income was $12.0 million or $0.42 per diluted share in the second quarter of
2002. For the same period in 2001 net income was $11.9 million or $.42 per
diluted share. Through six months of 2002 the net income was $17.6 million or
$.62 per diluted share as compared to $17.4 million of net income before the
cumulative effect of an accounting change or $.62 per diluted share in 2001.
Operating Segment Results
Effective for the first quarter of 2002, the new internal management structure
has caused a change in segment reporting. The change has resulted in the
reporting of two operating segments: Global Adhesives and Full-Valu/Specialty.
The global adhesives operating segment is comprised of the industrial adhesives
and automotive adhesives product lines. Markets served in the global adhesives
operating segment include packaging, graphic arts, nonwoven, assembly
(woodworking, appliances, etc.), converting, automotive and footwear. These
product lines and markets were previously reported on a geographic segment
basis. The Full-Valu/Specialty operating segment represents the specialty
product lines including TEC, Foster, Global Coatings, liquid paints and other
product lines that constitute "Full-Valu".
Management evaluates the performance of its operating segments based on
operating income, which is defined as gross profit minus SG&A expenses.
Corporate expenses are fully allocated to the operating segments. Charges
related to the restructuring initiative are excluded from the operating segment
analysis.
Operating income of $14.6 million for the Global Adhesives operating segment in
the second quarter of 2002 was $0.7 million or 4.7 percent less than the second
quarter of 2001. The lower sales levels and higher SG&A expenses caused the
operating income to fall from last year's level. The gross profit margin
increased 2.2 percentage points from the second quarter of 2001 to 26.2 percent
primarily as a result of lower raw material costs. SG&A expenses remain tightly
controlled through reduced headcount and lower discretionary spending, however
the reduced pension and other postretirement income as well as the higher
management bonus expenses in 2002 caused the total SG&A expense to exceed last
year's level by nearly $4.0 million. Operating income as a percent of sales was
6.6 percent in the second quarter of 2002, as compared to 6.7 percent in the
second quarter of 2001. Through six months of 2002 the operating income in
Global Adhesives was $23.9 million as compared to $23.6 million for the same
period of 2001. Reduced raw material costs were the primary reason for the first
half operating income of 2002 to exceed the operating income in the same period
last year.
Operating income of $8.1 million for the Full-Valu/Specialty operating segment
in the second quarter of 2002 was $0.2 million or 2.6 percent less than the
second quarter of 2001. The gross profit margin increased 0.5 percentage points
to 33.8 percent as margin increases in Foster products, TEC products and the
window
-13-
product line offset decreases in liquid paints and Global Coatings. SG&A
expenses in Full-Valu/Specialty were $25.6 million in the second quarter of 2002
compared to $25.5 million in the second quarter of 2001. Operating income as a
percent of sales in the second quarter of 2002 was 8.1 percent as compared to
8.2 percent in the second quarter of 2001. Operating income for the first half
of 2002 was $12.8 million as compared to $14.3 million in the first half of
2001. The lower first half operating income in 2002 as compared to last year was
primarily due to the 3.8 percent decline in net sales.
Liquidity and Capital Resources
Note: Cash flow and balance sheet discussion includes the impact from the
restructuring and other related costs.
Net cash provided from operating activities in the first half of 2002 of $31.6
million was $7.1 million more than in the same period last year. Operating
working capital, defined as current assets excluding cash less current
liabilities excluding short-term debt of $219 million was equal to operating
working capital at December 1, 2001. As a percent of annualized trade sales the
operating working capital was 17.2 percent as of June 1, 2002 as compared to
18.4 percent at June 2, 2001 and 17.0 percent at December 1, 2001. Trade
accounts receivable days sales outstanding (DSO) were 62 days at June 1, 2002 as
compared to 59 days at both December 1, 2001 and June 2, 2001. One factor
contributing to the higher DSO number was the change in currency exchange rates.
For example, the quarter-end euro exchange rate used to translate the balance
sheet to U.S. dollars was approximately 1.07 euro/dollar while the average rate
for the quarter used to translate the income statement was approximately 1.13
euro/dollar. This resulted in a relatively higher trade accounts receivable
balance in U.S. dollars as compared to the trade sales, which lead to the higher
DSO result. Similar impacts were realized from the Japanese yen, Australian
dollar and other foreign currencies as the U.S. dollar weakened during the
second quarter. Average inventory days on hand of 61 days was equal to the days
on hand at both December 1, 2001 and June 2, 2001.
Other accrued expenses increased from $19.7 million at December 1, 2001 to $38.7
million at June 2, 2002. This increase of $19.0 million includes the increase in
restructuring liabilities of $6.5 million. Another significant increase resulted
from the reclassification of $4.5 million to short-term liability from long-term
liability as a result of a change in company policy in the U.S. regarding
compensated absences. The remaining increase of $8.0 million in other accrued
expenses was spread over several entities.
Total debt of $210.5 million at June 1, 2002 was $23.6 million or 10.1 percent
less than total debt at December 1, 2001 and $69 million or 24.7 percent less
than the total debt level at June 2, 2001. Strong operating cash flow combined
with relatively low investment activity allowed the Company to reduce its
overall debt levels during the first half of 2002. The Company's capitalization
ratio (defined as total debt divided by total debt plus stockholders' equity)
was 32.3 percent at June 1, 2002 as compared to 35.0 percent at December 1, 2001
and 40.2 percent at June 2, 2001.
Capital expenditures for property, plant and equipment in the first half of 2002
were $12.4 million as compared to $15.6 million in the first half of 2001.
Euro Currency Conversion
There were no significant developments in the first half of 2002 as the Company
changed its functional currency for its European adhesives operations to the
euro effective December 2, 2001.
Safe Harbor for Forward-Looking Statements
Certain statements in this document are forward-looking statements within the
meaning of the Private Securities Litigation Reform Act of 1995. These
statements are subject to various risks and uncertainties, including but not
limited to the following: political and economic conditions; product demand and
industry capacity; competitive products and pricing; manufacturing efficiencies;
new product development; product mix; availability and price of raw materials
and critical manufacturing equipment; new plant startups; accounts receivable
collection; the Company's relationships with its major customers and suppliers;
changes in tax laws and tariffs; patent rights that could provide significant
advantage to a competitor; devaluations and other foreign exchange rate
fluctuations (particularly with respect to the euro, the British pound, the
Japanese yen, the Australian dollar, the Argentine peso and the Brazilian real);
the regulatory and trade environment; and other risks as indicated from time to
time in the Company's filings with the Securities and Exchange Commission. All
forward-looking information represents management's best judgment as of this
date based on information currently available that in the future may prove to
have been inaccurate. Additionally, the variety of products sold by the Company
and the regions where the Company does business makes it difficult to determine
with certainty the increases or decreases in sales resulting from
-14-
changes in the volume of products sold, currency impact, changes in product mix
and selling prices. However, management's best estimates of these changes as
well as changes in other factors have been included. References to volume
changes include volume and product mix changes, combined.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
See Note 6 to consolidated financial statements.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
(a) The Registrant's annual meeting was held on April 18, 2002. There was a
total of 31,965,038 combined Common and Series A Preferred share votes
entitled to be cast at the meeting.
(b) The following matters were submitted to a vote of security holders during
the second quarter:
Proposal 1 - Election of Directors for a term expiring at the 2005 annual
meeting of shareholders:
Combined Common and Series A Preferred Share Votes
--------------------------------------------------
Director Name in Favor Withheld
------------- -------- --------
J. Michael Losh 26,891,088 1,962,912
Lee R. Mitau 27,467,254 1,386,746
R. William Van Sant 26,876,017 1,977,982
Norbert R. Berg, Freeman A. Ford, Gail D. Fosler, Reatha Clark King, Knut
Kleedehn, John. J. Mauriel, Jr. and Albert P.L. Stroucken continued to serve as
directors following the meeting.
Proposal 2 - Proposal to Ratify the Appointment of PricewaterhouseCoopers LLP as
the Registrant's independent auditors for the fiscal year ending November 30,
2002:
Combined Common and Series A Preferred Share Votes
--------------------------------------------------
For Against Abstain
--- ------- -------
27,205,081 1,507,015 141,903
Proposal 3 - Approve the redemption of all outstanding shares of Series A
Preferred Stock:
Combined Common and Series A Preferred Share Votes
--------------------------------------------------
For Against Abstain Broker non-vote
--- ------- ------- ---------------
23,187,850 2,395,707 146,051 3,124,391
-15-
Item 6.
Exhibits and Reports on Form 8-K
(a) Exhibits
None
(b) Reports on Form 8-K.
One report on Form 8-K was filed during the quarter ended June 1, 2002
reporting the financial results for the first quarter of 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
H.B. Fuller Company
Dated: July 16, 2002 /s/ Raymond A. Tucker
--------------------------------
Raymond A. Tucker
Senior Vice President and
Chief Financial Officer
-16-