UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
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☒ |
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended February 28, 2019,
or
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☐ |
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. 1-14187
RPM International Inc.
(Exact name of Registrant as specified in its charter)
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DELAWARE |
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02-0642224 |
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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P.O. BOX 777; 2628 PEARL ROAD; MEDINA, OHIO (Address of principal executive offices) |
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44258 (Zip Code) |
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(330) 273-5090
(Registrant’s telephone number including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
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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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
As of April 5, 2019 131,075,271 Shares of RPM International Inc. Common Stock were outstanding.
RPM INTERNATIONAL INC. AND SUBSIDIARIES*
INDEX
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Page No. |
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Item 1. |
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3 |
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4 |
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5 |
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6 |
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9 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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30 |
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Item 3. |
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42 |
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Item 4. |
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42 |
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Item 1. |
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43 |
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Item 1A. |
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43 |
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Item 2. |
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44 |
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Item 6. |
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45 |
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46 |
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* |
As used herein, the terms “RPM” and the “Company” refer to RPM International Inc. and its subsidiaries, unless the context indicates otherwise. |
2
PART I. – FINANCIAL INFORMATION
RPM INTERNATIONAL INC. AND SUBSIDIARIES
(Unaudited)
(In thousands, except per share amounts)
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February 28, 2019 |
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May 31, 2018 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
195,169 |
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$ |
244,422 |
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Trade accounts receivable (less allowances of |
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$54,460 and $46,344, respectively) |
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961,628 |
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1,113,818 |
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Inventories |
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916,361 |
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834,461 |
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Prepaid expenses and other current assets |
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226,553 |
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278,230 |
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Total current assets |
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2,299,711 |
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2,470,931 |
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Property, Plant and Equipment, at Cost |
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1,652,071 |
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1,575,875 |
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Allowance for depreciation |
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(850,019 |
) |
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(795,569 |
) |
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Property, plant and equipment, net |
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802,052 |
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780,306 |
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Other Assets |
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Goodwill |
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1,262,326 |
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1,192,174 |
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Other intangible assets, net of amortization |
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620,453 |
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584,272 |
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Deferred income taxes |
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21,098 |
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21,897 |
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Other |
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213,796 |
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222,242 |
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Total other assets |
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2,117,673 |
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2,020,585 |
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Total Assets |
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$ |
5,219,436 |
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$ |
5,271,822 |
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Liabilities and Stockholders' Equity |
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Current Liabilities |
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Accounts payable |
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$ |
425,170 |
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$ |
592,281 |
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Current portion of long-term debt |
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453,501 |
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3,501 |
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Accrued compensation and benefits |
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143,160 |
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177,106 |
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Accrued losses |
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23,424 |
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22,132 |
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Other accrued liabilities |
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224,956 |
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211,706 |
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Total current liabilities |
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1,270,211 |
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1,006,726 |
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Long-Term Liabilities |
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Long-term debt, less current maturities |
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2,070,717 |
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2,170,643 |
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Other long-term liabilities |
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318,969 |
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356,892 |
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Deferred income taxes |
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117,272 |
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104,023 |
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Total long-term liabilities |
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2,506,958 |
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2,631,558 |
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Commitments and contingencies (Note 14) |
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Stockholders' Equity |
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Preferred stock, par value $0.01; authorized 50,000 shares; none issued |
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- |
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- |
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Common stock, par value $0.01; authorized 300,000 shares; issued 142,433 and outstanding 131,544 as of February 28, 2019; issued 141,716 and outstanding 133,647 as of May 31, 2018 |
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1,315 |
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1,336 |
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Paid-in capital |
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984,358 |
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982,067 |
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Treasury stock, at cost |
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(406,367 |
) |
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(236,318 |
) |
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Accumulated other comprehensive (loss) |
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(477,657 |
) |
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(459,048 |
) |
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Retained earnings |
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1,337,545 |
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1,342,736 |
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Total RPM International Inc. stockholders' equity |
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1,439,194 |
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1,630,773 |
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Noncontrolling Interest |
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3,073 |
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2,765 |
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Total equity |
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1,442,267 |
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1,633,538 |
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Total Liabilities and Stockholders' Equity |
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$ |
5,219,436 |
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$ |
5,271,822 |
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The accompanying notes to consolidated financial statements are an integral part of these statements.
3
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended |
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Nine Months Ended |
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February 28, |
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February 28, |
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February 28, |
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February 28, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net Sales |
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$ |
1,140,630 |
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$ |
1,102,677 |
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$ |
3,963,150 |
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$ |
3,763,487 |
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Cost of Sales |
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694,490 |
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663,184 |
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2,384,999 |
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2,200,971 |
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Gross Profit |
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446,140 |
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439,493 |
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1,578,151 |
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1,562,516 |
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Selling, General and Administrative Expenses |
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410,871 |
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382,972 |
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1,300,693 |
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1,196,980 |
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Restructuring Charges |
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8,679 |
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- |
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36,479 |
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- |
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Interest Expense |
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26,525 |
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27,459 |
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74,058 |
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80,628 |
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Investment (Income), Net |
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(4,726 |
) |
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(5,471 |
) |
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(126 |
) |
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(13,663 |
) |
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Other Expense (Income), Net |
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327 |
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(165 |
) |
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4,052 |
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(592 |
) |
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Income Before Income Taxes |
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4,464 |
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34,698 |
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162,995 |
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299,163 |
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(Benefit) Provision for Income Taxes |
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(10,032 |
) |
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(5,890 |
) |
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29,140 |
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45,814 |
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Net Income |
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14,496 |
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40,588 |
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133,855 |
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253,349 |
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Less: Net Income Attributable to Noncontrolling Interests |
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306 |
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|
361 |
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|
677 |
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1,243 |
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Net Income Attributable to RPM International Inc. Stockholders |
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$ |
14,190 |
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$ |
40,227 |
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$ |
133,178 |
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$ |
252,106 |
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Average Number of Shares of Common Stock Outstanding: |
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Basic |
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130,105 |
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131,178 |
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131,019 |
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131,195 |
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Diluted |
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131,889 |
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131,178 |
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132,829 |
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135,657 |
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Earnings per Share of Common Stock Attributable to RPM International Inc. Stockholders: |
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Basic |
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$ |
0.11 |
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$ |
0.30 |
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$ |
1.01 |
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$ |
1.90 |
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Diluted |
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$ |
0.11 |
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$ |
0.30 |
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$ |
1.00 |
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$ |
1.87 |
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The accompanying notes to consolidated financial statements are an integral part of these statements.
4
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
|
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Three Months Ended |
|
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Nine Months Ended |
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February 28, |
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February 28, |
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February 28, |
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February 28, |
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2019 |
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2018 |
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2019 |
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2018 |
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Net Income |
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$ |
14,496 |
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$ |
40,588 |
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$ |
133,855 |
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$ |
253,349 |
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Other comprehensive income (loss), net of tax: |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Foreign currency translation adjustments |
|
|
20,823 |
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|
31,133 |
|
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(32,111 |
) |
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|
67,453 |
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Pension and other postretirement benefit liability adjustments (net of tax of $711; $1,319; $2,801 and $3,576, respectively) |
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|
2,479 |
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2,279 |
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|
8,962 |
|
|
|
5,974 |
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Unrealized gain (loss) on securities and other (net of tax of $0; $(1,070); $543 and $43, respectively) |
|
|
221 |
|
|
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(2,380 |
) |
|
|
1,183 |
|
|
|
91 |
|
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Unrealized (loss) gain on derivatives |
|
|
(604 |
) |
|
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(2,137 |
) |
|
|
2,667 |
|
|
|
(5,277 |
) |
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Total other comprehensive income (loss) |
|
|
22,919 |
|
|
|
28,895 |
|
|
|
(19,299 |
) |
|
|
68,241 |
|
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Total Comprehensive Income |
|
|
37,415 |
|
|
|
69,483 |
|
|
|
114,556 |
|
|
|
321,590 |
|
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Less: Comprehensive (Loss) Income Attributable to Noncontrolling Interests |
|
|
(219 |
) |
|
|
393 |
|
|
|
(14 |
) |
|
|
1,234 |
|
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Comprehensive Income Attributable to RPM International Inc. Stockholders |
|
$ |
37,634 |
|
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$ |
69,090 |
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$ |
114,570 |
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$ |
320,356 |
|
The accompanying notes to consolidated financial statements are an integral part of these statements.
5
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
|
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Nine Months Ended |
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|||||
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February 28, |
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February 28, |
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2019 |
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2018 |
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Cash Flows From Operating Activities: |
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Net income |
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$ |
133,855 |
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$ |
253,349 |
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Adjustments to reconcile net income to net cash provided by (used for) operating activities: |
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|
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Depreciation |
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71,869 |
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|
61,078 |
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Amortization |
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|
35,677 |
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|
35,123 |
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Restructuring charges, net of payments |
|
|
9,296 |
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|
|
- |
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Fair value adjustments to contingent earnout obligations |
|
|
1,558 |
|
|
|
- |
|
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Deferred income taxes |
|
|
(8,747 |
) |
|
|
(42,885 |
) |
|
Stock-based compensation expense |
|
|
20,892 |
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|
|
17,698 |
|
|
Other non-cash interest expense |
|
|
1,552 |
|
|
|
4,275 |
|
|
Realized/unrealized losses (gains) on marketable securities |
|
|
5,906 |
|
|
|
(6,833 |
) |
|
Loss on extinguishment of debt |
|
|
3,051 |
|
|
|
- |
|
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Other |
|
|
179 |
|
|
|
(71 |
) |
|
Changes in assets and liabilities, net of effect from purchases and sales of businesses: |
|
|
|
|
|
|
|
|
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Decrease in receivables |
|
|
152,622 |
|
|
|
138,942 |
|
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(Increase) in inventory |
|
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(80,686 |
) |
|
|
(121,095 |
) |
|
Decrease in prepaid expenses and other current and long-term assets |
|
|
11,593 |
|
|
|
14,307 |
|
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(Decrease) in accounts payable |
|
|
(166,951 |
) |
|
|
(112,888 |
) |
|
(Decrease) in accrued compensation and benefits |
|
|
(32,503 |
) |
|
|
(45,873 |
) |
|
Increase (decrease) in accrued losses |
|
|
1,578 |
|
|
|
(11,001 |
) |
|
(Decrease) in other accrued liabilities |
|
|
(20,952 |
) |
|
|
(42,895 |
) |
|
Other |
|
|
5,716 |
|
|
|
(483 |
) |
|
Cash Provided By Operating Activities |
|
|
145,505 |
|
|
|
140,748 |
|
|
Cash Flows From Investing Activities: |
|
|
|
|
|
|
|
|
|
Capital expenditures |
|
|
(84,491 |
) |
|
|
(72,769 |
) |
|
Acquisition of businesses, net of cash acquired |
|
|
(167,712 |
) |
|
|
(59,991 |
) |
|
Purchase of marketable securities |
|
|
(16,644 |
) |
|
|
(139,641 |
) |
|
Proceeds from sales of marketable securities |
|
|
67,550 |
|
|
|
97,624 |
|
|
Other |
|
|
1,294 |
|
|
|
6,766 |
|
|
Cash (Used For) Investing Activities |
|
|
(200,003 |
) |
|
|
(168,011 |
) |
|
Cash Flows From Financing Activities: |
|
|
|
|
|
|
|
|
|
Additions to long-term and short-term debt |
|
|
596,222 |
|
|
|
340,106 |
|
|
Reductions of long-term and short-term debt |
|
|
(253,343 |
) |
|
|
(264,051 |
) |
|
Cash dividends |
|
|
(135,535 |
) |
|
|
(125,672 |
) |
|
Shares repurchased and shares returned for taxes |
|
|
(191,056 |
) |
|
|
(15,065 |
) |
|
Payments of acquisition-related contingent consideration |
|
|
(3,598 |
) |
|
|
(3,825 |
) |
|
Other |
|
|
(640 |
) |
|
|
(1,911 |
) |
|
Cash Provided By (Used For) Financing Activities |
|
|
12,050 |
|
|
|
(70,418 |
) |
|
Effect of Exchange Rate Changes on Cash and Cash Equivalents |
|
|
(6,805 |
) |
|
|
11,570 |
|
|
Net Change in Cash and Cash Equivalents |
|
|
(49,253 |
) |
|
|
(86,111 |
) |
|
Cash and Cash Equivalents at Beginning of Period |
|
|
244,422 |
|
|
|
350,497 |
|
|
Cash and Cash Equivalents at End of Period |
|
$ |
195,169 |
|
|
$ |
264,386 |
|
|
Supplemental Disclosures of Cash Flows Information: |
|
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
|
Interest |
|
$ |
70,548 |
|
|
$ |
69,239 |
|
|
Income Taxes, net of refunds |
|
$ |
33,859 |
|
|
$ |
79,441 |
|
|
Supplemental Disclosures of Non-Cash Investing and Financing Activities: |
|
|
|
|
|
|
|
|
|
Conversion of Debt to Equity |
|
$ |
38,239 |
|
|
$ |
- |
|
The accompanying notes to consolidated financial statements are an integral part of these statements.
6
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands)
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
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Number |
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|
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|
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|
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|
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|
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Other |
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|
|
|
|
|
Total RPM |
|
|
|
|
|
|
|
|
|
|||
|
|
|
of |
|
|
Par/Stated |
|
|
Paid-In |
|
|
Treasury |
|
|
Comprehensive |
|
|
Retained |
|
|
International |
|
|
Noncontrolling |
|
|
Total |
|
|||||||||
|
|
|
Shares |
|
|
Value |
|
|
Capital |
|
|
Stock |
|
|
Income (Loss) |
|
|
Earnings |
|
|
Inc. Equity |
|
|
Interests |
|
|
Equity |
|
|||||||||
|
Balance at June 1, 2018 |
|
|
133,647 |
|
|
$ |
1,336 |
|
|
$ |
982,067 |
|
|
$ |
(236,318 |
) |
|
$ |
(459,048 |
) |
|
$ |
1,342,736 |
|
|
$ |
1,630,773 |
|
|
$ |
2,765 |
|
|
$ |
1,633,538 |
|
|
Cumulative-effect adjustment upon adoption of ASU 2014-09 |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(2,834 |
) |
|
|
(2,834 |
) |
|
|
- |
|
|
|
(2,834 |
) |
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
69,764 |
|
|
|
69,764 |
|
|
|
422 |
|
|
|
70,186 |
|
|
Other comprehensive (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(33,978 |
) |
|
|
- |
|
|
|
(33,978 |
) |
|
|
(258 |
) |
|
|
(34,236 |
) |
|
Dividends paid ($0.32 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(42,714 |
) |
|
|
(42,714 |
) |
|
|
- |
|
|
|
(42,714 |
) |
|
Other noncontrolling interest activity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
3 |
|
|
|
3 |
|
|
Share repurchases under repurchase program |
|
|
(103 |
) |
|
|
(1 |
) |
|
|
1 |
|
|
|
(6,994 |
) |
|
|
- |
|
|
|
- |
|
|
|
(6,994 |
) |
|
|
- |
|
|
|
(6,994 |
) |
|
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes |
|
|
(136 |
) |
|
|
(1 |
) |
|
|
10,018 |
|
|
|
(13,587 |
) |
|
|
- |
|
|
|
- |
|
|
|
(3,570 |
) |
|
|
- |
|
|
|
(3,570 |
) |
|
Balance at August 31, 2018 |
|
|
133,408 |
|
|
|
1,334 |
|
|
|
992,086 |
|
|
|
(256,899 |
) |
|
|
(493,026 |
) |
|
|
1,366,952 |
|
|
|
1,610,447 |
|
|
|
2,932 |
|
|
|
1,613,379 |
|
|
Net income (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
49,224 |
|
|
|
49,224 |
|
|
|
(51 |
) |
|
|
49,173 |
|
|
Other comprehensive (loss) income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(8,074 |
) |
|
|
- |
|
|
|
(8,074 |
) |
|
|
91 |
|
|
|
(7,983 |
) |
|
Dividends paid ($0.35 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(46,481 |
) |
|
|
(46,481 |
) |
|
|
- |
|
|
|
(46,481 |
) |
|
Other noncontrolling interest activity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
567 |
|
|
|
567 |
|
|
Share repurchases under repurchase program |
|
|
(1,145 |
) |
|
|
(11 |
) |
|
|
11 |
|
|
|
(74,998 |
) |
|
|
- |
|
|
|
- |
|
|
|
(74,998 |
) |
|
|
- |
|
|
|
(74,998 |
) |
|
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes |
|
|
274 |
|
|
|
2 |
|
|
|
7,277 |
|
|
|
(2,082 |
) |
|
|
- |
|
|
|
- |
|
|
|
5,197 |
|
|
|
- |
|
|
|
5,197 |
|
|
Convertible bond redemption |
|
|
599 |
|
|
|
6 |
|
|
|
(23,029 |
) |
|
|
20,215 |
|
|
|
- |
|
|
|
- |
|
|
|
(2,808 |
) |
|
|
- |
|
|
|
(2,808 |
) |
|
Balance at November 30, 2018 |
|
|
133,136 |
|
|
|
1,331 |
|
|
|
976,345 |
|
|
|
(313,764 |
) |
|
|
(501,100 |
) |
|
|
1,369,695 |
|
|
|
1,532,507 |
|
|
|
3,539 |
|
|
|
1,536,046 |
|
|
Net income |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
14,190 |
|
|
|
14,190 |
|
|
|
306 |
|
|
|
14,496 |
|
|
Other comprehensive income (loss) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
23,443 |
|
|
|
- |
|
|
|
23,443 |
|
|
|
(524 |
) |
|
|
22,919 |
|
|
Dividends paid ($0.35 per share) |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(46,340 |
) |
|
|
(46,340 |
) |
|
|
- |
|
|
|
(46,340 |
) |
|
Other noncontrolling interest activity |
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
(248 |
) |
|
|
(248 |
) |
|
Share repurchases under repurchase program |
|
|
(1,571 |
) |
|
|
(16 |
) |
|
|
16 |
|
|
|
(91,230 |
) |
|
|
- |
|
|
|
- |
|
|
|
(91,230 |
) |
|
|
- |
|
|
|
(91,230 |
) |
|
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes |
|
|
(21 |
) |
|
|
- |
|
|
|
7,997 |
|
|
|
(1,373 |
) |
|
|
- |
|
|
|
- |
|
|
|
6,624 |
|
|
|
- |
|
|
|
6,624 |
|
|
Balance at February 28, 2019 |
|
|
131,544 |
|
|
$ |
1,315 |
|
|
$ |
984,358 |
|
|
$ |
(406,367 |
) |
|
$ |
(477,657 |
) |
|
$ |
1,337,545 |
|
|
$ |
1,439,194 |
|
|
$ |
3,073 |
|
|
$ |
1,442,267 |
|
7
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands)
|
|
|
Common Stock |
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
Number |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other |
|
|
|
| |||||||||||||||