FULLER H B CO [FUL] Filings

10-Q 1 ful20230630_10q.htm FORM 10-Q ful20230630_10q.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 2, 2023

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to .

Commission file number: 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
incorporation or organization)	Identification No.)

1200 Willow Lake Boulevard, St. Paul, Minnesota	55110-5101
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (651) 236-5900

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $1.00 per share	FUL	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer ☒	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☐
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Table of Contents

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12(b) of the Exchange Act. Yes ☐ No ☒

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PROCEEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of shares outstanding of the Registrant’s Common Stock, par value $1.00 per share, was 54,021,498 as of September 22, 2023.

Table of Contents

H.B. Fuller Company

Quarterly Report on Form 10-Q

Table of Contents

		Page
PART 1. FINANCIAL INFORMATION

ITEM 1.	FINANCIAL STATEMENTS (Unaudited)	4

	Consolidated Statements of Income for the three and nine months ended September 2, 2023 and August 27, 2022	4

	Consolidated Statements of Comprehensive Income for the three and nine months ended September 2, 2023 and August 27, 2022	5

	Consolidated Balance Sheets as of September 2, 2023 and December 3, 2022	6

	Consolidated Statements of Total Equity for the three and nine months ended September 2, 2023 and August 27, 2022	7

	Consolidated Statements of Cash Flows for the nine months ended September 2, 2023 and August 27, 2022	8

	Notes to Consolidated Financial Statements	9

ITEM 2.	MANAGEMENT DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	21

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	29

ITEM 4.	CONTROLS AND PROCEDURES	29

PART II. OTHER INFORMATION		30

ITEM 1.	LEGAL PROCEEDINGS	30

ITEM 1A.	RISK FACTORS	30

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	30

ITEM 6.	EXHIBITS	31

SIGNATURES		32

Table of Contents

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Income

(In thousands, except per share amounts)

(Unaudited)

	*Three Months Ended*						*Nine Months Ended*
	*September 2,*			*August 27,*			*September 2,*			*August 27,*
	*2023*			*2022*			*2023*			*2022*
Net revenue	$	900,634		$	941,230		$	2,608,055		$	2,790,969
Cost of sales		(637,162	)		(692,066	)		(1,873,000	)		(2,075,392	)
Gross profit		263,472			249,164			735,055			715,577
Selling, general and administrative expenses		(172,153	)		(161,210	)		(493,320	)		(483,109	)
Other income, net		1,555			6,559			4,764			12,701
Interest expense		(35,105	)		(23,450	)		(101,305	)		(61,475	)
Interest income		1,128			2,139			2,726			6,170
Income before income taxes and income from equity method investments		58,897			73,202			147,920			189,864
Income taxes		(22,231	)		(28,259	)		(51,255	)		(62,023	)
Income from equity method investments		984			1,587			3,322			4,236
Net income including non-controlling interest		37,650			46,530			99,987			132,077
Net income attributable to non-controlling interest		(23	)		(33	)		(71	)		(70	)
Net income attributable to H.B. Fuller	$	37,627		$	46,497		$	99,916		$	132,007

Earnings per share attributable to H.B. Fuller common stockholders:
Basic	$	0.69		$	0.87		$	1.84		$	2.47
Diluted	$	0.67		$	0.84		$	1.79		$	2.39

Weighted-average common shares outstanding:
Basic		54,394			53,644			54,279			53,498
Diluted		56,033			55,130			55,890			55,201

Dividends declared per common share	$	0.205		$	0.190		$	0.600		$	0.548

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income

(In thousands)

(Unaudited)

	*Three Months Ended*						*Nine Months Ended*
	*September 2,*			*August 27,*			*September 2,*			*August 27,*
	*2023*			*2022*			*2023*			*2022*
Net income including non-controlling interest	$	37,650		$	46,530		$	99,987		$	132,077
Other comprehensive income (loss)
Foreign currency translation		(8,717	)		(87,789	)		14,058			(165,369	)
Defined benefit pension plans adjustment, net of tax		863			684			2,572			3,976
Interest rate swaps, net of tax		15,898			1,346			14,745			10,924
Cross-currency swaps, net of tax		-			(371	)		-			(3,664	)
Net investment hedges, net of tax		(4,641	)		-			(10,324	)		-
Other comprehensive income (loss)		3,403			(86,130	)		21,051			(154,133	)
Comprehensive income (loss)		41,053			(39,600	)		121,038			(22,056	)
Less: Comprehensive income (loss) attributable to non-controlling interest		16			(13	)		59			3
Comprehensive income (loss) attributable to H.B. Fuller	$	41,037		$	(39,587	)	$	120,979		$	(22,059	)

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Balance Sheets

(In thousands, except share and per share amounts)

(Unaudited)

	*September 2,*			*December 3,*
	*2023*			*2022*
Assets
Current assets:
Cash and cash equivalents	$	94,934		$	79,910
Trade receivables (net of allowances of $12,458 and $10,939, as of September 2, 2023 and December 3, 2022, respectively)		576,060			607,365
Inventories		472,641			491,781
Other current assets		97,756			120,319
Total current assets		1,241,391			1,299,375

Property, plant and equipment		1,709,191			1,579,738
Accumulated depreciation		(907,895	)		(846,071	)
Property, plant and equipment, net		801,296			733,667

Goodwill		1,490,535			1,392,627
Other intangibles, net		746,521			702,092
Other assets		380,165			335,868
Total assets	$	4,659,908		$	4,463,629

Liabilities, non-controlling interest and total equity
Current liabilities
Notes payable	$	12,553		$	28,860
Trade payables		394,914			460,669
Accrued compensation		75,035			108,328
Income taxes payable		33,007			18,530
Other accrued expenses		102,837			89,345
Total current liabilities		618,346			705,732

Long-term debt		1,872,468			1,736,256
Accrued pension liabilities		54,661			52,561
Other liabilities		387,307			358,286
Total liabilities	$	2,932,782		$	2,852,835

Commitments and contingencies (Note 13)

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 – 54,016,374 and 53,676,576 as of September 2, 2023 and December 3, 2022, respectively	$	54,016		$	53,677
Additional paid-in capital		294,035			266,491
Retained earnings		1,808,687			1,741,359
Accumulated other comprehensive loss		(430,295	)		(451,357	)
Total H.B. Fuller stockholders' equity		1,726,443			1,610,170
Non-controlling interest		683			624
Total equity		1,727,126			1,610,794
Total liabilities, non-controlling interest and total equity	$	4,659,908		$	4,463,629

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Total Equity

(In thousands)

(Unaudited)

	*H.B. Fuller Company Shareholders*
										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*			*Non-Controlling*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*		*Total*

Balance at December 3, 2022	$	53,677		$	266,491		$	1,741,359		$	(451,357	)	$	624	$	1,610,794
Comprehensive income		-			-			21,889			5,241			37		27,167
Dividends		-			-			(10,305	)		-			-		(10,305	)
Stock option exercises		76			3,520			-			-			-		3,596
Share-based compensation plans and other, net		102			5,221			-			-			-		5,323
Repurchases of common stock		(36	)		(2,412	)		-			-			-		(2,448	)
Balance at March 4, 2023	$	53,819		$	272,820		$	1,752,943		$	(446,116	)	$	661	$	1,634,127
Comprehensive income		-			-			40,401			12,411			6		52,818
Dividends		-			-			(11,129	)		-			-		(11,129	)
Stock option exercises		13			584			-			-			-		597
Share-based compensation plans and other, net		30			6,818			-			-			-		6,848
Repurchases of common stock		(2	)		(102	)		-			-			-		(104	)
Balance at June 3, 2023	$	53,860		$	280,120		$	1,782,215		$	(433,705	)	$	667	$	1,683,157
Comprehensive income (loss)		-			-			37,627			3,410			16		41,053
Dividends		-			-			(11,155	)		-			-		(11,155	)
Stock option exercises		153			6,906			-			-			-		7,059
Share-based compensation plans and other, net		3			7,018			-			-			-		7,021
Repurchases of common stock		-			(9	)		-			-			-		(9	)
Balance at September 2, 2023	$	54,016		$	294,035		$	1,808,687		$	(430,295	)	$	683		1,727,126

	*H.B. Fuller Company Shareholders*
										*Accumulated*
				*Additional*						*Other*
	*Common*			*Paid-in*			*Retained*			*Comprehensive*			*Non-Controlling*
	*Stock*			*Capital*			*Earnings*			*Income (Loss)*			*Interest*			*Total*

Balance at November 27, 2021	$	52,778		$	213,637		$	1,600,601		$	(270,247	)	$	591		$	1,597,360
Comprehensive income		-			-			38,306			11,177			4			49,487
Dividends		-			-			(8,964	)		-			-			(8,964	)
Stock option exercises		126			5,628			-			-			-			5,754
Share-based compensation plans and other, net		187			5,601			-			-			-			5,788
Repurchases of common stock		(49	)		(3,528	)		-			-			-			(3,577	)
Balance at February 26, 2022	$	53,042		$	221,338		$	1,629,943		$	(259,070	)	$	595		$	1,645,848
Comprehensive income (loss)		-			-			47,203			(79,158	)		12			(31,943	)
Dividends		-			-			(10,177	)		-			-			(10,177	)
Stock option exercises		47			2,036			-			-			-			2,083
Share-based compensation plans other, net		65			8,910			-			-			-			8,975
Repurchases of common stock		(1	)		(31	)		-			-			-			(32	)
Balance at May 28, 2022	$	53,153		$	232,253		$	1,666,969		$	(338,228	)	$	607		$	1,614,754
Comprehensive income		-			-			46,497			(86,084	)		(13	)		(39,600	)
Dividends		-			-			(10,188	)		-			-			(10,188	)
Stock option exercises		135			5,549			-			-			-			5,684
Share-based compensation plans other, net		15			8,295			-			-			-			8,310
Repurchases of common stock		(4	)		(271	)		-			-			-			(275	)
Balance at August 27, 2022	$	53,299		$	245,826		$	1,703,278		$	(424,312	)	$	594		$	1,578,685

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

H.B. FULLER COMPANY AND SUBSIDIARIES

Consolidated Statements of Cash Flows

(In thousands)

(Unaudited)

	*Nine Months Ended*
	*September 2, 2023*			*August 27, 2022*
Cash flows from operating activities:
Net income including non-controlling interest	$	99,987		$	132,077
Adjustments to reconcile net income including non-controlling interest to net cash provided by operating activities:
Depreciation		60,518			54,297
Amortization		58,633			55,088
Deferred income taxes		(30,064	)		(4,968	)
Income from equity method investments, net of dividends received		260			1,420
Debt issuance costs write-off		2,689			-
Loss on fair value adjustment on contingent consideration liability		2,893			-
Gain on sale or disposal of assets		(78	)		(1,130	)
Share-based compensation		16,279			20,358
Pension and other post-retirement benefit plan activity		(8,890	)		(15,324	)
Change in assets and liabilities, net of effects of acquisitions:
Trade receivables, net		79,495			(51,629	)
Inventories		38,212			(112,390	)
Other assets		(30,901	)		(40,329	)
Trade payables		(74,443	)		17,381
Accrued compensation		(33,796	)		(17,275	)
Other accrued expenses		(6,992	)		1,614
Income taxes payable		24,461			10,201
Other liabilities		12,408			(35,940	)
Other		6,023			35,246
Net cash provided by operating activities		216,694			48,697

Cash flows from investing activities:
Purchased property, plant and equipment		(109,545	)		(98,352	)
Purchased businesses, net of cash acquired		(194,248	)		(242,870	)
Proceeds from sale of property, plant and equipment		4,257			1,281
Cash received from government grant		-			3,928
Net cash used in investing activities		(299,536	)		(336,013	)

Cash flows from financing activities:
Proceeds from issuance of long-term debt		1,333,000			335,000
Repayment of long-term debt		(1,184,900	)		(15,000	)
Payment of debt issuance costs		(10,214	)		(600	)
Net payment of notes payable		(18,000	)		6,707
Dividends paid		(32,319	)		(29,067	)
Contingent consideration payment		-			(5,000	)
Proceeds from stock options exercised		11,251			13,522
Repurchases of common stock		(2,560	)		(3,885	)
Net cash provided by financing activities		96,258			301,677

Effect of exchange rate changes on cash and cash equivalents		1,608			(15,439	)
Net change in cash and cash equivalents		15,024			(1,078	)
Cash and cash equivalents at beginning of period		79,910			61,786
Cash and cash equivalents at end of period	$	94,934		$	60,708

See accompanying Notes to Unaudited Consolidated Financial Statements.

Table of Contents

H.B. FULLER COMPANY AND SUBSIDIARIES

Notes to Consolidated Financial Statements

(Amounts in thousands, except per share amounts)

(Unaudited)

Note 1: Basis of Presentation

Overview

The accompanying unaudited interim 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-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, comprehensive income, financial position and cash flows in conformity with U.S. generally accepted accounting principles. In our opinion, the unaudited interim Consolidated Financial Statements reflect all adjustments of a normal recurring nature considered necessary for the 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 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 Consolidated Financial Statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto included in our Annual Report on Form 10-K for the year ended December 3, 2022 as filed with the Securities and Exchange Commission.

New Accounting Pronouncements

In September 2022, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2022-04, Liabilities - Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations. This ASU requires that a buyer in a supplier finance program disclose sufficient information about the program to allow a user of the financial statements to understand the program's nature, activity during the period, changes from period to period, and potential magnitude. To achieve that objective, the buyer should disclose qualitative and quantitative information about its supplier finance programs. Our effective date of this ASU is our fiscal year ending December 1, 2024. We are evaluating the effect that this guidance will have on our Consolidated Financial Statements.

Recently issued accounting standards or pronouncements not disclosed above have been excluded as they are not relevant to the company.

Note 2: Acquisitions

Adhezion Biomedical LLC

On June 23, 2023, we acquired Adhezion Biomedical LLC (“Adhezion”) for a base purchase price of approximately $81,201 which was funded through borrowings on our credit facility. This includes a holdback amount of $780 that will be paid on the 12-month anniversary of the closing date. The agreement includes a payment of contingent consideration up to $15,000 following the completion of certain performance goals and conditions. Adhezion, headquartered in Wyomissing, Pennsylvania, is a manufacturer of cyanoacrylate-based medical adhesives and infection prevention products. The acquisition of Adhezion positions us for expansion in the medical adhesives industry and creates a solid, unique platform from which to scale and innovate in the healthcare adhesives industry. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $40,800, goodwill of $37,063 and other net assets of $3,338. Goodwill represents expected synergies from combining Adhezion with our existing business. We are evaluating how much goodwill is deductible for tax purposes. Adhezion will be included in our Hygiene, Health and Consumable Adhesives operating segment.

XChem International LLC

On June 12, 2023, we acquired XChem International LLC ("XChem") for a base purchase price of approximately $14,591 which was funded through borrowings on our credit facility. This includes a holdback amount of $1,650 that will be paid on the 18-month anniversary of the closing date. XChem, headquartered in Ras Al-Khaimah, United Arab Emirates, is a manufacturer of adhesives and sealants for construction-related applications. The acquisition of XChem provides our construction adhesives global business with additional manufacturing presence for certain brands outside the U.S. and broadens our construction adhesives portfolio of highly specified applications and diversifies it toward both non-U.S. and infrastructure-oriented markets. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $8,664 and other net assets of $5,927. Goodwill represents expected synergies from combining XChem with our existing business. Goodwill is not deductible for tax purposes. XChem will be included in our Construction Adhesives operating segment.

Beardow Adams Holdings Ltd.

On May 1, 2023, we acquired Beardow Adams Holdings Ltd. (“Beardow Adams”) for a total purchase price of 80,738 British pound sterling, or approximately $100,885, which was funded through borrowings on our credit facility. This includes a holdback amount of 8,000 British pound sterling that will be paid on the 18-month anniversary of the closing date. Beardow Adams, based in the United Kingdom, develops and manufactures adhesives, sealants and coatings, principally in the fields of packaging and related applications. The acquisition of Beardow Adams is expected to accelerate profitable growth in many of our core end markets and generate business synergies through better raw material pricing, production optimization, an expanded distribution platform and difference-making innovation. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $40,485, goodwill of $45,961 and other net assets of $14,439. Goodwill represents expected synergies from combining Beardow Adams with our existing business. We are evaluating how much goodwill is deductible for tax purposes. Beardow Adams is included in our Hygiene, Health and Consumable Adhesives operating segment.

Aspen Research Corporation

On January 31, 2023, we acquired the assets of Aspen Research Corporation (“Aspen”) for a total purchase price of $9,761, which was funded through existing cash. This includes a holdback amount of $500 that will be paid on the 18-month anniversary of the closing date. Aspen, located in Maple Grove, Minnesota, is a contract research organization that develops and manufactures innovative solutions for some of the adhesives used in our insulating glass market. Aspen is known for their superior understanding of materials science, engineering and analytical testing and specializes in custom materials manufacturing for chemicals and adhesives products. The acquisition of Aspen is expected to expand our Engineering Adhesives footprint in North America and strengthen our capabilities in the insulating glass market, in addition to bringing additive continuous flow, process manufacturing capabilities that we plan to leverage. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $4,900, goodwill of $2,788 and other net assets of $2,073. Goodwill represents expected synergies from combining Aspen with our existing business. Goodwill is deductible for tax purposes. Aspen is included in our Engineering Adhesives operating segment.

Lemtapes Oy

On December 15, 2022, we acquired Lemtapes Oy (“Lemtapes”) for a total purchase price of 8,048 Euro, or approximately $8,554 which was funded through existing cash. This includes a holdback amount of 850 Euro that will be paid on the 18-month anniversary of the closing date. Lemtapes, located in Valkeakoski, Finland, is a solutions provider of ecological, innovative tapes and adhesives for the packaging and plywood industries. The acquisition of Lemtapes is expected to reinforce our strategic position in Europe, especially for our Adhesives Coated Solutions products. This acquisition will also accelerate our growth strategy of fast-growing, high margin businesses while adding technology capabilities and strong customer relationships. The acquisition fair value measurement was preliminary as of September 2, 2023 and includes intangible assets of $5,526, goodwill of $955 and other net assets of $2,073. Goodwill represents expected synergies from combining Lemtapes with our existing business. Goodwill is not deductible for tax purposes. Lemtapes is included in our Hygiene, Health and Consumable Adhesives operating segment.

GSSI Sealants

On October 24, 2022, we acquired GSSI Sealants, Inc. ("GSSI") for a total purchase price of $7,701, which was funded through existing cash. This includes a holdback amount of $1,050 that will be paid on the 12-month anniversary of the closing date. GSSI, headquartered in Houston, Texas, is a manufacturer of premier elastomeric butyl rubber sealant tapes. The acquisition of GSSI is expected to support our strategy to expand our Construction Adhesives business selectively via high margin applications and expand our reach to new regions. The acquisition fair value measurement was final as of September 2, 2023 and includes intangible assets of $3,400, goodwill of $1,123 and other net assets of $3,178. Goodwill represents expected synergies from combining GSSI with our existing business. Goodwill is not deductible for tax purposes. GSSI is included in our Construction Adhesives operating segment.

Table of Contents

ZKLT Polymer Co.

On August 16, 2022, we acquired ZKLT Polymer Co., Ltd. ("ZKLT") for a base purchase price of 143,965 Chinese renminbi, or approximately $21,260, which was funded through existing cash. This includes a holdback of 27,000 Chinese renminbi, or approximately $3,987, that will be paid half on each of the 12-month and 18-month anniversaries of the closing date, as well as contingent consideration up to 30,000 Chinese renminbi, or approximately $4,132, following the completion of certain performance goals and conditions. ZKLT, headquartered in Chongquin City, China, is a manufacturer of liquid adhesives primarily for the automotive market. The acquisition of ZKLT is expected to add unique technology, strong customer relationships and a strategic manufacturing location to further strengthen our presence in central China. The acquisition fair value measurement was final as of September 2, 2023 and includes intangible assets of $5,183, goodwill of $5,992 and other net assets of $10,085. Goodwill represents expected synergies from combining ZKLT with our existing business. Goodwill is not deductible for tax purposes. See Note 12 for further discussion of the fair value of the contingent consideration. ZKLT is included in our Engineering Adhesives operating segment.

Apollo

On January 26, 2022, we acquired Apollo Chemicals Limited, Apollo Roofing Solutions Limited and Apollo Construction Solutions Limited (collectively, "Apollo") for a total purchase price of 152,714 British pound sterling, or approximately $205,592, which was funded through borrowings on our credit facility. Apollo, headquartered in Tamworth, UK, is a manufacturer of liquid adhesives, coatings and primers for the roofing, industrial and construction markets. Apollo is expected to enhance our position in key high-value, high-margin markets in the UK and throughout Europe. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $76,198, goodwill of $119,358 and other net assets of $10,036. Goodwill represents expected synergies from combining Apollo with our existing business. Goodwill is not deductible for tax purposes. The acquisition is included in our Construction Adhesives operating segment.

Fourny NV

On January 11, 2022, we acquired Fourny NV ("Fourny") for a base purchase price of 12,867 Euro, or approximately $14,627, which was funded through existing cash. The agreement required us to pay an additional holdback amount 18 months following the date of acquisition and during the three months ended September 2, 2023 we paid $3,060. Fourny, headquartered in Willebroek, Belgium, is a manufacturer of construction adhesives. Fourny is expected to enhance our position in key high-value, high-margin markets in Europe. The acquisition fair value measurement was final as of December 3, 2022 and includes intangible assets of $10,117, goodwill of $6,455 and other net assets of $1,391. Goodwill represents expected synergies from combining Fourny with our existing business. Goodwill is not deductible for tax purposes. Fourny is included in our Construction Adhesives operating segment.

All acquisitions, individually and in the aggregate, are not material and therefore pro forma financial information is not provided.

Note 3: Restructuring Actions

During fiscal year 2023, the Company approved restructuring plans (the "Plans") related to organizational changes and other actions to optimize operations and integrate acquired businesses. The Plans began to be implemented in the second quarter of fiscal year 2023 and are currently expected to be completed during fiscal year 2026, with the majority of the charges recognized and cash payments occurring in fiscal 2023 and 2024. In implementing the Plans, the Company currently expects to incur pre-tax costs of approximately $39,100 to $44,100 for severance and related employee costs globally, other restructuring costs related to the streamlining of processes and the payment of anticipated income taxes in certain jurisdictions related to the Plans.

The following table summarizes the pre-tax restructuring charges by income statement classification:

	*Three Months Ended*					*Nine Months Ended*
	*September 2, 2023*		*August 27, 2022*			*September 2, 2023*		*August 27, 2022*
Cost of sales	$	3,322	$	-		$	8,407	$	(152	)
Selling, general and administrative		5,077		(222	)		8,320		(297	)
	$	8,399	$	(222	)	$	16,727	$	(449	)

The restructuring charges are all recorded in Corporate Unallocated for segment reporting purposes.

A summary of the restructuring liability is presented below:

	Employee-Related			Asset-Related			Total
Balance at November 27, 2021	$	1,095		$	-		$	1,095
Expenses incurred		(449	)		-			(449	)
Cash payments		(529	)		-			(529	)
Foreign currency translation		(60	)		-			(60	)
Balance at December 3, 2022	$	57		$	-		$	57
Expenses incurred		16,394			333			16,727
Non-cash charges		-			(333	)		(333	)
Cash payments		(6,910	)		-			(6,910	)
Foreign currency translation		(1,130	)		-			(1,130	)
Balance at September 2, 2023	$	8,411		$	-		$	8,411

Table of Contents

Non-cash charges include accelerated depreciation resulting from the cessation of use of certain long-lived assets. Restructuring liabilities have been classified as a component of other accrued expenses on the Consolidated Balance Sheets.

Note 4: Inventories

The composition of inventories is as follows:

	*September 2,*		*December 3,*
	*2023*		*2022*
Raw materials	$	221,385	$	237,071
Finished goods		251,256		254,710
Total inventories	$	472,641	$	491,781

Note 5: Goodwill and Other Intangible Assets

The goodwill activity by reportable segment for the nine months ended September 2, 2023 is presented below:

	*Hygiene, Health*
	*and Consumable*		*Engineering*		*Construction*
	*Adhesives*		*Adhesives*		*Adhesives*		*Total*
Balance at December 3, 2022	$	328,962	$	637,910	$	425,755	$	1,392,627
Acquisitions	$	84,158	$	2,788	$	-		86,946
Foreign currency translation effect	$	3,416	$	3,516	$	4,030		10,962
Balance at September 2, 2023	$	416,536	$	644,214	$	429,785	$	1,490,535

Balances of amortizable identifiable intangible assets, excluding goodwill and other non-amortizable intangible assets, are as follows:

September 2, 2023

Purchased

Technology

Customer

Amortizable Intangible Assets

and Patents

Relationships

Trade Names

Other

Total

Original cost

144,597

1,052,458

55,379

10,919

1,263,353

Accumulated amortization

(56,624

)

(432,044

)

(21,837

)

(6,797

)

(517,302

)

Net identifiable intangibles

87,973

620,414

33,542

4,122

746,051

	*December 3, 2022*
	*Purchased*
	*Technology*			*Customer*
Amortizable Intangible Assets	*and Patents*			*Relationships*			*Trade Names*			*Other*			*Total*
Original cost	$	118,727		$	1,004,008		$	50,324		$	11,053		$	1,184,112
Accumulated amortization		(66,433	)		(388,394	)		(21,401	)		(6,251	)		(482,479	)
Net identifiable intangibles	$	52,294		$	615,614		$	28,923		$	4,802		$	701,633

Amortization expense with respect to amortizable intangible assets was $20,820 and $18,676 for the three months ended September 2, 2023 and August 27, 2022, respectively, and $58,633 and $55,088 for the nine months ended September 2, 2023 and August 27, 2022, respectively.

Estimated aggregate amortization expense based on the current carrying value of amortizable intangible assets for the next five fiscal years is as follows:

	*Remainder*
Fiscal Year	*2023*		*2024*		*2025*		*2026*		*2027*		*Thereafter*
Amortization expense	$	17,238	$	79,499	$	76,732	$	70,072	$	66,754	$	435,756

Non-amortizable intangible assets as of September 2, 2023 and December 3, 2022 were $470 and $459, respectively, and relate to trademarks and trade names. The change in non-amortizable assets as of September 2, 2023 compared to December 3, 2022 was due to changes in foreign currency exchange rates.

Table of Contents

Note 6: Long-Term Debt

On February 15, 2023, we entered into a credit agreement with a consortium of financial institutions (“Second Amended and Restated Credit Agreement”) which replaces our existing revolving credit agreement under the amended and restated revolving credit agreement dated October 20, 2020 and also replaces our secured term loan credit agreement dated October 20, 2017. The Second Amended and Restated Credit Agreement provides for a new senior secured term loan A facility in an aggregate principal amount of $500,000 (“Term Loan A”), a new senior secured term loan B facility in an aggregate principal amount of $800,000 (“Term Loan B”) and amendments to and extension of our existing senior secured revolving credit facility with an aggregate commitment in the amount of $700,000 (“Revolving Credit Facility”). A portion of the proceeds of the combined facilities, (the “Credit Facilities”) was used to pay off the existing term loan and revolver. The Credit Facilities will generally be used to finance working capital needs and acquisitions, and for general corporate purposes. All of our obligations under the Credit Facilities will be secured by a first-lien security interest in substantially all personal property and material real property of the Company and its material U.S. subsidiaries, and will be guaranteed by all of the Company’s material U.S. subsidiaries.

Term Loans

Interest on Term Loan A is payable at the Secured Overnight Financing Rate ("SOFR") plus an adjustment of 0.10 percent and an interest rate spread of 1.75 percent (7.15 percent at September 2, 2023). The interest rate spread is based on a secured leverage grid. Term Loan A matures on February 15, 2028. On August 16, 2023, we amended the Term Loan B agreement to an interest rate of SOFR plus an interest rate spread of 2.25 percent with a SOFR floor of 0.50 percent (7.55 percent at September 2, 2023). Term Loan B matures on February 15, 2030.

On January 12, 2023, we entered into an interest rate swap agreement to convert $400,000 of our variable rate 1-month LIBOR rate debt to a fixed rate of 3.6895 percent. On February 28, 2023, after entering into the Second Amended and Restated Credit Agreement, we amended the interest rate swap agreement to 1-month SOFR and a fixed rate of 3.7260 in accordance with the practical expedients included in ASC 848, Reference Rate Reform. See Note 11 for further discussion of this interest rate swap.

On March 16, 2023, we entered into interest rate swap agreements to convert $300,000 of our 1-month SOFR rate debt to a fixed rate of 3.7210 percent and to convert $100,000 of our 1-month SOFR rate debt to a fixed rate of 3.8990 percent. See Note 11 for further discussion of these interest rate swaps.

Revolving Credit Facility

Interest on the Revolving Credit Facility is payable at SOFR plus an adjustment of 0.10 percent and an interest rate spread of 1.75 percent (7.15 percent at September 2, 2023). A facility fee of 25 basis points of the unused commitment under the Revolving Credit Facility is payable quarterly. The interest rate spread and the facility fee are based on a secured leverage grid. At September 2, 2023, there was no balance outstanding on the Revolving Credit Facility. The Revolving Credit Facility matures on February 15, 2028.

The Revolving Credit Facility can be drawn upon for general corporate purposes up to a maximum of $700,000, less issued letters of credit. At June 3, 2023, letters of credit reduced the available amount under the Revolving Credit Facility by $9,968.

Covenants and Other

Under the Second Amended and Restated Credit Agreement, the Revolving Credit Facility and Term Loan A are subject to certain covenants and restrictions. For these facilities, we are required to maintain a secured leverage ratio, as defined in the agreement, no greater than 4.75 to 1.00 for our fiscal quarters ending on or prior to June 1, 2024 and then 4.50 to 1.00 thereafter. We are also required to maintain an interest coverage ratio of not less than 2.00 to 1.00.

Restrictive covenants include, but are not limited to, limitations on secured and unsecured borrowings, interest coverage, intercompany transfers and investments, third party investments, dispositions of assets, leases, liens, dividends and distributions, and contains a maximum total debt to trailing twelve months EBITDA requirement. Certain covenants become less restrictive after meeting leverage or other financial ratios. In addition, we cannot be a member of any consolidated group as defined for income tax purposes other than with our subsidiaries.

We are subject to mandatory prepayments in the first quarter of each fiscal year equal to 50 percent of Excess Cash Flow, as defined in the Second Amended and Restated Credit Agreement, of the prior fiscal year less any voluntary prepayments made during that fiscal year. The Excess Cash Flow Percentage shall be reduced to 25 percent when our Secured Leverage Ratio is below 4.25:1.00 and to 0 percent when our Secured Leverage Ratio is below 3.75:1.00.

The principal balance of the Term Loan B loans will be repayable in equal quarterly installments in an aggregate annual amount equal to 1 percent of the original principal amount thereof, with the balance due at maturity on February 15, 2030. The principal balance of the Term Loan A loans will be repayable in quarterly installments as follows: (i) with respect to the first eight fiscal quarters ended after the effective date of the Second Amended and Restated Credit Agreement, 1.25 percent of the aggregate principal amount of the original principal of the Term Loan A loans, (ii) with respect to the eight fiscal quarters ended after the end of the period set forth in the preceding clause (i), 1.875 percent of the aggregate principal amount of the original principal amount of the Term Loan A loans, and (iii) thereafter, 2.5 percent of the original principal amount of the Term Loan A loans, with the balance due at maturity on February 15, 2028.

Table of Contents

Note 7: Components of Net Periodic Benefit related to Pension and Other Postretirement Benefit Plans

	*Three Months Ended September 2, 2023 and August 27, 2022*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2023*			*2022*			*2023*			*2022*			*2023*			*2022*
Service cost	$	-		$	-		$	422		$	666		$	-		$	-
Interest cost		3,475			2,368			1,454			679			301			184
Expected return on assets		(7,205	)		(7,117	)		(1,785	)		(1,525	)		(2,465	)		(2,719	)
Amortization:
Prior service (benefit) cost		-			(1	)		16			15			-			-
Actuarial loss (gain)		635			1,013			506			570			-			(845	)
Settlement charge		-			-			-			-			-			-
Net periodic (benefit) cost	$	(3,095	)	$	(3,737	)	$	613		$	405		$	(2,164	)	$	(3,380	)

	*Nine Months Ended September 2, 2023 and August 27, 2022*
													*Other*
	*Pension Benefits*												*Postretirement*
	*U.S. Plans*						*Non-U.S. Plans*						*Benefits*
Net periodic (benefit) cost:	*2023*			*2022*			*2023*			*2022*			*2023*			*2022*
Service cost	$	-		$	-		$	1,255		$	2,086		$	-		$	-
Interest cost		10,426			7,103			4,300			2,204			903			551
Expected return on assets		(21,617	)		(21,353	)		(5,277	)		(4,916	)		(7,394	)		(8,156	)
Amortization:
Prior service (benefit) cost		-			(2	)		47