(1) Acquisition project costs include costs related to evaluating, acquiring and integrating business acquisitions. Acquisition project costs include $8,037 in transaction costs (primarily consulting and professional fees, representations and warranties, insurance premiums and employee acquisition related travel expenses), $740 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 $577 in business integration costs (primarily costs of transition services agreements and, for the three month ended March 2, 2024, retention bonuses paid to employees of the acquired entities) for the year ended November 30, 2024. (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 $9,084 in professional fees related to legal entity and business structure changes, $16,553 in employee severance and other related costs and $14,359 related to facility rationalization costs for the year ended November 30, 2024. (3) Project One includes non-capitalizable project costs related to implementing our global Enterprise Resource Planning system, including upgrading to SAP S/4HANA$(R)$, which will upgrade and standardize our information system. (4) Business divestiture 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, which is a component of our Construction Adhesives operating segment. Impairment losses represent the difference between the book value of the assets held for sale and their net realizable value. (5) Other includes a gain from insurance recoveries and a loss from the write-off of a cost method investment for the year ended November 30, 2024. (6) 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. (7) 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. (8) Adjusted net income attributable to H.B. Fuller, adjusted diluted income per common share attributable to H.B. Fuller and adjusted EBITDA 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. 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 and adjusted EBITDA to net income attributable to H.B. Fuller, the most directly comparable financial measure determined and reported in accordance with U.S. GAAP. (9) Depreciation and amortization expense added back for EBITDA is adjusted for amounts already included in adjusted net income attributable to H.B. Fuller totaling ($4,137) for the year ended November 30, 2024.
View source version on businesswire.com: https://www.businesswire.com/news/home/20250102275912/en/
CONTACT: Steven Brazones
Investor Relations Contact
651-236-5060
(END) Dow Jones Newswires
January 02, 2025 08:30 ET (13:30 GMT)
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