UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

Form 10-Q

 

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

For the quarterly period ended February 28, November 30, 2019,

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. 1-14187

 

RPM International Inc.

(Exact name of Registrant as specified in its charter)

 

 

DELAWAREDelaware

 

02-0642224

(State or other jurisdiction of

incorporation or organization)

 

(IRS Employer

Identification No.)

 

 

 

P.O. BOX 777;

2628 PEARL ROAD;

MEDINA, OHIOOhio

(Address of principal executive offices)

 

44258

(Zip Code)

 

 

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

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01

RPM

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 the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

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.  

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  .

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 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  .

As of April 5, 2019 131,075,271 SharesJanuary 3, 2020, the registrant had 129,766,609 shares of RPM International Inc. Common Stock werecommon stock, $0.01 par value per share, outstanding.

 

 

 

 

 


 

RPM INTERNATIONAL INC. AND SUBSIDIARIES*

INDEX

 

 

 

 

 

Page No.

PART I. FINANCIAL INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Financial Statements:

 

 

 

 

Consolidated Balance Sheets

 

3

 

 

Consolidated Statements of Income

 

4

 

 

Consolidated Statements of Comprehensive Income

 

5

 

 

Consolidated Statements of Cash Flows

 

6

 

 

Consolidated Statements of Stockholders’ Equity

7

Notes to Consolidated Financial Statements

 

9

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

3031

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

 

4241

Item 4.

 

Controls and Procedures

 

42

 

 

 

 

 

PART II. OTHER INFORMATION

 

 

 

 

 

 

 

Item 1.

 

Legal Proceedings

 

43

Item 1A.

 

Risk Factors

 

43

Item 2.

 

Unregistered Sale of Equity Securities and Use of Proceeds

 

44

Item 6.

 

Exhibits

 

45

Signatures

 

46

 

*

As used herein, the terms “RPM” and the “Company” refer to RPM International Inc. and its subsidiaries, unless the context indicates otherwise.

 

 


PART I. – FINANCIALFINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In thousands, except per share amounts)

 

 

February 28, 2019

 

 

May 31, 2018

 

 

November 30, 2019

 

 

May 31, 2019

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

195,169

 

 

$

244,422

 

 

$

208,173

 

 

$

223,168

 

Trade accounts receivable (less allowances of

 

 

 

 

 

 

 

 

$54,460 and $46,344, respectively)

 

 

961,628

 

 

 

1,113,818

 

Trade accounts receivable (less allowances of $59,824 and $54,748, respectively)

 

 

1,047,813

 

 

 

1,232,350

 

Inventories

 

 

916,361

 

 

 

834,461

 

 

 

883,722

 

 

 

841,873

 

Prepaid expenses and other current assets

 

 

226,553

 

 

 

278,230

 

 

 

220,557

 

 

 

220,701

 

Total current assets

 

 

2,299,711

 

 

 

2,470,931

 

 

 

2,360,265

 

 

 

2,518,092

 

Property, Plant and Equipment, at Cost

 

 

1,652,071

 

 

 

1,575,875

 

 

 

1,712,511

 

 

 

1,662,859

 

Allowance for depreciation

 

 

(850,019

)

 

 

(795,569

)

 

 

(890,736

)

 

 

(843,648

)

Property, plant and equipment, net

 

 

802,052

 

 

 

780,306

 

 

 

821,775

 

 

 

819,211

 

Other Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

 

1,262,326

 

 

 

1,192,174

 

 

 

1,259,556

 

 

 

1,245,762

 

Other intangible assets, net of amortization

 

 

620,453

 

 

 

584,272

 

 

 

595,311

 

 

 

601,082

 

Operating lease right-of-use assets

 

 

284,852

 

 

 

-

 

Deferred income taxes

 

 

21,098

 

 

 

21,897

 

 

 

34,719

 

 

 

34,908

 

Other

 

 

213,796

 

 

 

222,242

 

 

 

224,520

 

 

 

222,300

 

Total other assets

 

 

2,117,673

 

 

 

2,020,585

 

 

 

2,398,958

 

 

 

2,104,052

 

Total Assets

 

$

5,219,436

 

 

$

5,271,822

 

 

$

5,580,998

 

 

$

5,441,355

 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

425,170

 

 

$

592,281

 

 

$

475,288

 

 

$

556,696

 

Current portion of long-term debt

 

 

453,501

 

 

 

3,501

 

 

 

102,136

 

 

 

552,446

 

Accrued compensation and benefits

 

 

143,160

 

 

 

177,106

 

 

 

139,403

 

 

 

193,345

 

Accrued losses

 

 

23,424

 

 

 

22,132

 

 

 

21,646

 

 

 

19,899

 

Other accrued liabilities

 

 

224,956

 

 

 

211,706

 

 

 

245,595

 

 

 

217,019

 

Total current liabilities

 

 

1,270,211

 

 

 

1,006,726

 

 

 

984,068

 

 

 

1,539,405

 

Long-Term Liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term debt, less current maturities

 

 

2,070,717

 

 

 

2,170,643

 

 

 

2,421,339

 

 

 

1,973,462

 

Operating lease liabilities

 

 

243,863

 

 

 

-

 

Other long-term liabilities

 

 

318,969

 

 

 

356,892

 

 

 

415,838

 

 

 

405,040

 

Deferred income taxes

 

 

117,272

 

 

 

104,023

 

 

 

112,590

 

 

 

114,843

 

Total long-term liabilities

 

 

2,506,958

 

 

 

2,631,558

 

 

 

3,193,630

 

 

 

2,493,345

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

 

 

Commitments and contingencies (Note 15)

 

 

 

 

 

 

 

 

Stockholders' Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock, par value $0.01; authorized 50,000 shares; none issued

 

 

-

 

 

 

-

 

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

 

 

1,315

 

 

 

1,336

 

Preferred stock, par value $0.01; authorized 50,000 shares; NaN issued

 

 

-

 

 

 

-

 

Common stock, par value $0.01; authorized 300,000 shares;

issued 143,021 and outstanding 129,767 as of November 30, 2019;

issued 142,439 and outstanding 130,995 as of May 31, 2019

 

 

1,298

 

 

 

1,310

 

Paid-in capital

 

 

984,358

 

 

 

982,067

 

 

 

1,007,554

 

 

 

994,508

 

Treasury stock, at cost

 

 

(406,367

)

 

 

(236,318

)

 

 

(547,683

)

 

 

(437,290

)

Accumulated other comprehensive (loss)

 

 

(477,657

)

 

 

(459,048

)

 

 

(576,707

)

 

 

(577,628

)

Retained earnings

 

 

1,337,545

 

 

 

1,342,736

 

 

 

1,516,230

 

 

 

1,425,052

 

Total RPM International Inc. stockholders' equity

 

 

1,439,194

 

 

 

1,630,773

 

 

 

1,400,692

 

 

 

1,405,952

 

Noncontrolling Interest

 

 

3,073

 

 

 

2,765

 

 

 

2,608

 

 

 

2,653

 

Total equity

 

 

1,442,267

 

 

 

1,633,538

 

 

 

1,403,300

 

 

 

1,408,605

 

Total Liabilities and Stockholders' Equity

 

$

5,219,436

 

 

$

5,271,822

 

 

$

5,580,998

 

 

$

5,441,355

 

 

The accompanying notesNotes to consolidated financial statementsConsolidated Financial Statements are an integral part of these statements.


RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net Sales

 

$

1,401,292

 

 

$

1,362,531

 

 

$

2,874,056

 

 

$

2,822,520

 

Cost of Sales

 

 

871,894

 

 

 

868,800

 

 

 

1,769,904

 

 

 

1,779,436

 

Gross Profit

 

 

529,398

 

 

 

493,731

 

 

 

1,104,152

 

 

 

1,043,084

 

Selling, General and Administrative Expenses

 

 

403,357

 

 

 

385,842

 

 

 

803,923

 

 

 

800,895

 

Restructuring Charges

 

 

4,801

 

 

 

7,724

 

 

 

11,423

 

 

 

27,800

 

Interest Expense

 

 

26,341

 

 

 

23,127

 

 

 

54,658

 

 

 

47,533

 

Investment (Income) Expense, Net

 

 

(8,805

)

 

 

7,033

 

 

 

(14,190

)

 

 

4,600

 

Other Expense, Net

 

 

1,951

 

 

 

3,412

 

 

 

3,736

 

 

 

3,725

 

Income Before Income Taxes

 

 

101,753

 

 

 

66,593

 

 

 

244,602

 

 

 

158,531

 

Provision for Income Taxes

 

 

24,431

 

 

 

17,420

 

 

 

60,784

 

 

 

39,172

 

Net Income

 

 

77,322

 

 

 

49,173

 

 

 

183,818

 

 

 

119,359

 

Less:  Net Income (Loss) Attributable to Noncontrolling Interests

 

 

292

 

 

 

(51

)

 

 

600

 

 

 

371

 

Net Income Attributable to RPM International Inc. Stockholders

 

$

77,030

 

 

$

49,224

 

 

$

183,218

 

 

$

118,988

 

Average Number of Shares of Common Stock Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

128,393

 

 

 

131,058

 

 

 

128,639

 

 

 

131,467

 

Diluted

 

 

129,079

 

 

 

131,667

 

 

 

129,294

 

 

 

133,278

 

Earnings per Share of Common Stock Attributable to RPM International Inc.

   Stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.60

 

 

$

0.37

 

 

$

1.42

 

 

$

0.90

 

Diluted

 

$

0.59

 

 

$

0.37

 

 

$

1.41

 

 

$

0.89

 

The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.

 

 


RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

(In thousands, except per share amounts)thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Net Sales

 

$

1,140,630

 

 

$

1,102,677

 

 

$

3,963,150

 

 

$

3,763,487

 

Cost of Sales

 

 

694,490

 

 

 

663,184

 

 

 

2,384,999

 

 

 

2,200,971

 

Gross Profit

 

 

446,140

 

 

 

439,493

 

 

 

1,578,151

 

 

 

1,562,516

 

Selling, General and Administrative Expenses

 

 

410,871

 

 

 

382,972

 

 

 

1,300,693

 

 

 

1,196,980

 

Restructuring Charges

 

 

8,679

 

 

 

-

 

 

 

36,479

 

 

 

-

 

Interest Expense

 

 

26,525

 

 

 

27,459

 

 

 

74,058

 

 

 

80,628

 

Investment (Income), Net

 

 

(4,726

)

 

 

(5,471

)

 

 

(126

)

 

 

(13,663

)

Other Expense (Income), Net

 

 

327

 

 

 

(165

)

 

 

4,052

 

 

 

(592

)

Income Before Income Taxes

 

 

4,464

 

 

 

34,698

 

 

 

162,995

 

 

 

299,163

 

(Benefit) Provision for Income Taxes

 

 

(10,032

)

 

 

(5,890

)

 

 

29,140

 

 

 

45,814

 

Net Income

 

 

14,496

 

 

 

40,588

 

 

 

133,855

 

 

 

253,349

 

Less:  Net Income Attributable to Noncontrolling Interests

 

 

306

 

 

 

361

 

 

 

677

 

 

 

1,243

 

Net Income Attributable to RPM International Inc.

   Stockholders

 

$

14,190

 

 

$

40,227

 

 

$

133,178

 

 

$

252,106

 

Average Number of Shares of Common Stock Outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

130,105

 

 

 

131,178

 

 

 

131,019

 

 

 

131,195

 

Diluted

 

 

131,889

 

 

 

131,178

 

 

 

132,829

 

 

 

135,657

 

Earnings per Share of Common Stock Attributable to

   RPM International Inc. Stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

 

$

0.30

 

 

$

1.01

 

 

$

1.90

 

Diluted

 

$

0.11

 

 

$

0.30

 

 

$

1.00

 

 

$

1.87

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

 

2019

 

 

2018

 

 

 

2019

 

 

 

2018

 

Net Income

 

$

77,322

 

 

$

49,173

 

 

$

183,818

 

 

$

119,359

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

20,967

 

 

 

(12,245

)

 

 

(7,467

)

 

 

(52,935

)

Pension and other postretirement benefit liability adjustments

   (net of tax of $1,015; $1,108; $2,119 and $2,090, respectively)

 

 

3,404

 

 

 

3,428

 

 

 

7,027

 

 

 

6,483

 

Unrealized (loss) gain on securities and other (net of tax of $0; $124; $1 and $543, respectively)

 

 

(155

)

 

 

(1,515

)

 

 

216

 

 

 

962

 

Unrealized gain on derivatives (net of tax of $305; $234; $274 and $249, respectively)

 

 

381

 

 

 

2,349

 

 

 

1,165

 

 

 

3,271

 

Total other comprehensive income (loss)

 

 

24,597

 

 

 

(7,983

)

 

 

941

 

 

 

(42,219

)

Total Comprehensive Income

 

 

101,919

 

 

 

41,190

 

 

 

184,759

 

 

 

77,140

 

Less:  Comprehensive Income Attributable to Noncontrolling Interests

 

 

343

 

 

 

40

 

 

 

620

 

 

 

204

 

Comprehensive Income Attributable to RPM International Inc. Stockholders

 

$

101,576

 

 

$

41,150

 

 

$

184,139

 

 

$

76,936

 

 

The accompanying notesNotes to consolidated financial statementsConsolidated Financial Statements are an integral part of these statements.

 

 


RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOMECASH FLOWS

(Unaudited)

(In thousands)

 

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

 

 

2019

 

 

 

2018

 

 

 

2019

 

 

 

2018

 

Net Income

 

$

14,496

 

 

$

40,588

 

 

$

133,855

 

 

$

253,349

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustments

 

 

20,823

 

 

 

31,133

 

 

 

(32,111

)

 

 

67,453

 

Pension and other postretirement benefit liability adjustments

  (net of tax of $711; $1,319; $2,801 and $3,576, respectively)

 

 

2,479

 

 

 

2,279

 

 

 

8,962

 

 

 

5,974

 

Unrealized gain (loss) on securities and other (net of tax of $0; $(1,070); $543 and $43, respectively)

 

 

221

 

 

 

(2,380

)

 

 

1,183

 

 

 

91

 

Unrealized (loss) gain on derivatives

 

 

(604

)

 

 

(2,137

)

 

 

2,667

 

 

 

(5,277

)

Total other comprehensive income (loss)

 

 

22,919

 

 

 

28,895

 

 

 

(19,299

)

 

 

68,241

 

Total Comprehensive Income

 

 

37,415

 

 

 

69,483

 

 

 

114,556

 

 

 

321,590

 

Less:  Comprehensive (Loss) Income Attributable to Noncontrolling Interests

 

 

(219

)

 

 

393

 

 

 

(14

)

 

 

1,234

 

Comprehensive Income Attributable to RPM International Inc. Stockholders

 

$

37,634

 

 

$

69,090

 

 

$

114,570

 

 

$

320,356

 

 

 

Six Months Ended

 

 

 

November 30,

 

 

November 30,

 

 

 

2019

 

 

2018

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

Net income

 

$

183,818

 

 

$

119,359

 

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

77,572

 

 

 

73,025

 

Restructuring charges, net of payments

 

 

(1,713

)

 

 

7,464

 

Payments of contingent earnout obligations in excess of fair value

 

 

-

 

 

 

1,558

 

Deferred income taxes

 

 

(5,426

)

 

 

(1,400

)

Stock-based compensation expense

 

 

13,034

 

 

 

12,896

 

Other non-cash interest expense

 

 

-

 

 

 

1,552

 

Realized/unrealized (gains) losses on marketable securities

 

 

(8,741

)

 

 

7,496

 

Loss on extinguishment of debt

 

 

-

 

 

 

3,051

 

Other

 

 

(705

)

 

 

2,349

 

Changes in assets and liabilities, net of effect from purchases and sales of businesses:

 

 

 

 

 

 

 

 

Decrease in receivables

 

 

183,782

 

 

 

92,398

 

(Increase) in inventory

 

 

(41,129

)

 

 

(49,020

)

Decrease (increase) in prepaid expenses and other current and long-term assets

 

 

8,524

 

 

 

(942

)

(Decrease) in accounts payable

 

 

(70,712

)

 

 

(117,678

)

(Decrease) in accrued compensation and benefits

 

 

(53,589

)

 

 

(41,470

)

Increase in accrued losses

 

 

1,894

 

 

 

1,131

 

Increase in other accrued liabilities

 

 

13,644

 

 

 

33,422

 

Other

 

 

(90

)

 

 

3,098

 

Cash Provided By Operating Activities

 

 

300,163

 

 

 

148,289

 

Cash Flows From Investing Activities:

 

 

 

 

 

 

 

 

Capital expenditures

 

 

(71,393

)

 

 

(57,775

)

Acquisition of businesses, net of cash acquired

 

 

(36,281

)

 

 

(127,848

)

Purchase of marketable securities

 

 

(14,332

)

 

 

(13,276

)

Proceeds from sales of marketable securities

 

 

13,100

 

 

 

35,426

 

Other

 

 

2,183

 

 

 

(2,394

)

Cash (Used For) Investing Activities

 

 

(106,723

)

 

 

(165,867

)

Cash Flows From Financing Activities:

 

 

 

 

 

 

 

 

Additions to long-term and short-term debt

 

 

539,277

 

 

 

447,843

 

Reductions of long-term and short-term debt

 

 

(542,744

)

 

 

(247,440

)

Cash dividends

 

 

(92,040

)

 

 

(89,196

)

Shares repurchased

 

 

(100,000

)

 

 

(81,992

)

Shares returned for taxes

 

 

(10,155

)

 

 

(16,466

)

Payments of acquisition-related contingent consideration

 

 

(187

)

 

 

(3,531

)

Other

 

 

(664

)

 

 

(391

)

Cash (Used For) Provided By Financing Activities

 

 

(206,513

)

 

 

8,827

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

 

 

(1,922

)

 

 

(8,757

)

Net Change in Cash and Cash Equivalents

 

 

(14,995

)

 

 

(17,508

)

Cash and Cash Equivalents at Beginning of Period

 

 

223,168

 

 

 

244,422

 

Cash and Cash Equivalents at End of Period

 

$

208,173

 

 

$

226,914

 

Supplemental Disclosures of Cash Flows Information:

 

 

 

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

 

 

 

Interest

 

$

58,953

 

 

$

49,687

 

Income Taxes, net of refunds

 

$

73,322

 

 

$

25,311

 

Supplemental Disclosures of Non-Cash Investing and Financing Activities:

 

 

 

 

 

 

 

 

Conversion of Debt to Equity

 

$

-

 

 

$

38,239

 

 

The accompanying notesNotes to consolidated financial statementsConsolidated Financial Statements are an integral part of these statements.

 

 


RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWSSTOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)

 

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

 

 

2019

 

 

 

2018

 

Cash Flows From Operating Activities:

 

 

 

 

 

 

 

 

Net income

 

$

133,855

 

 

$

253,349

 

Adjustments to reconcile net income to net cash provided by (used for) operating activities:

 

 

 

 

 

 

 

 

Depreciation

 

 

71,869

 

 

 

61,078

 

Amortization

 

 

35,677

 

 

 

35,123

 

Restructuring charges, net of payments

 

 

9,296

 

 

 

-

 

Fair value adjustments to contingent earnout obligations

 

 

1,558

 

 

 

-

 

Deferred income taxes

 

 

(8,747

)

 

 

(42,885

)

Stock-based compensation expense

 

 

20,892

 

 

 

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

 

 

 

-

 

Other

 

 

179

 

 

 

(71

)

Changes in assets and liabilities, net of effect from purchases and sales of businesses:

 

 

 

 

 

 

 

 

Decrease in receivables

 

 

152,622

 

 

 

138,942

 

(Increase) in inventory

 

 

(80,686

)

 

 

(121,095

)

Decrease in prepaid expenses and other current and long-term assets

 

 

11,593

 

 

 

14,307

 

(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

 

 

$

-

 

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

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, 2019

 

 

130,995

 

 

$

1,310

 

 

$

994,508

 

 

$

(437,290

)

 

$

(577,628

)

 

$

1,425,052

 

 

$

1,405,952

 

 

$

2,653

 

 

$

1,408,605

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

106,188

 

 

 

106,188

 

 

 

308

 

 

 

106,496

 

Other comprehensive (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(23,625

)

 

 

-

 

 

 

(23,625

)

 

 

(31

)

 

 

(23,656

)

Dividends declared and paid ($0.35 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(45,323

)

 

 

(45,323

)

 

 

-

 

 

 

(45,323

)

Other noncontrolling interest activity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(297

)

 

 

(297

)

Share repurchases under repurchase program

 

 

(1,656

)

 

 

(16

)

 

 

16

 

 

 

(100,000

)

 

 

-

 

 

 

-

 

 

 

(100,000

)

 

 

-

 

 

 

(100,000

)

Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes

 

 

330

 

 

 

3

 

 

 

6,557

 

 

 

(6,360

)

 

 

-

 

 

 

-

 

 

 

200

 

 

 

-

 

 

 

200

 

Balance at August 31, 2019

 

 

129,669

 

 

$

1,297

 

 

$

1,001,081

 

 

$

(543,650

)

 

$

(601,253

)

 

$

1,485,917

 

 

$

1,343,392

 

 

$

2,633

 

 

$

1,346,025

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

77,030

 

 

 

77,030

 

 

 

292

 

 

 

77,322

 

Other comprehensive (loss) income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

24,546

 

 

 

-

 

 

 

24,546

 

 

 

51

 

 

 

24,597

 

Dividends declared and paid ($0.36 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(46,717

)

 

 

(46,717

)

 

 

-

 

 

 

(46,717

)

Other noncontrolling interest activity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(368

)

 

 

(368

)

Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes

 

 

97

 

 

 

1

 

 

 

6,473

 

 

 

(4,033

)

 

 

-

 

 

 

-

 

 

 

2,441

 

 

 

-

 

 

 

2,441

 

Balance at November 30, 2019

 

 

129,766

 

 

$

1,298

 

 

$

1,007,554

 

 

$

(547,683

)

 

$

(576,707

)

 

$

1,516,230

 

 

$

1,400,692

 

 

$

2,608

 

 

$

1,403,300

 


 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

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

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(2,833

)

 

 

(2,833

)

 

 

-

 

 

 

(2,833

)

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

69,764

 

 

 

69,764

 

 

 

422

 

 

 

70,186

 

Other comprehensive (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(33,978

)

 

 

-

 

 

 

(33,978

)

 

 

(258

)

 

 

(34,236

)

Dividends declared and paid ($0.32 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(42,715

)

 

 

(42,715

)

 

 

-

 

 

 

(42,715

)

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)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(8,074

)

 

 

-

 

 

 

(8,074

)

 

 

91

 

 

 

(7,983

)

Dividends declared and 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

 

 

The accompanying notesNotes to consolidated financial statementsConsolidated Financial Statements are an integral part of these statements.

 

 


RPM INTERNATIONAL INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

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

 


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Number

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

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, 2017

 

 

133,563

 

 

$

1,336

 

 

$

954,491

 

 

$

(218,222

)

 

$

(473,986

)

 

$

1,172,442

 

 

$

1,436,061

 

 

$

2,639

 

 

$

1,438,700

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

116,416

 

 

 

116,416

 

 

 

487

 

 

 

116,903

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

44,604

 

 

 

-

 

 

 

44,604

 

 

 

31

 

 

 

44,635

 

Dividends paid ($0.30 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(40,089

)

 

 

(40,089

)

 

 

-

 

 

 

(40,089

)

Other noncontrolling interest activity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(65

)

 

 

(65

)

Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes

 

 

(26

)

 

 

(1

)

 

 

7,465

 

 

 

(5,345

)

 

 

-

 

 

 

-

 

 

 

2,119

 

 

 

-

 

 

 

2,119

 

Balance at August 31, 2017

 

 

133,537

 

 

 

1,335

 

 

 

961,956

 

 

 

(223,567

)

 

 

(429,382

)

 

 

1,248,769

 

 

 

1,559,111

 

 

 

3,092

 

 

 

1,562,203

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

95,463

 

 

 

95,463

 

 

 

395

 

 

 

95,858

 

Other comprehensive (loss)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(5,216

)

 

 

-

 

 

 

(5,216

)

 

 

(72

)

 

 

(5,288

)

Dividends paid ($0.32 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(42,790

)

 

 

(42,790

)

 

 

-

 

 

 

(42,790

)

Other noncontrolling interest activity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(647

)

 

 

(647

)

Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes

 

 

129

 

 

 

2

 

 

 

6,963

 

 

 

(6,780

)

 

 

-

 

 

 

-

 

 

 

185

 

 

 

-

 

 

 

185

 

Balance at November 30, 2017

 

 

133,666

 

 

 

1,337

 

 

 

968,919

 

 

 

(230,347

)

 

 

(434,598

)

 

 

1,301,442

 

 

 

1,606,753

 

 

 

2,768

 

 

 

1,609,521

 

Net income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

40,227

 

 

 

40,227

 

 

 

361

 

 

 

40,588

 

Other comprehensive income

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

28,864

 

 

 

-

 

 

 

28,864

 

 

 

31

 

 

 

28,895

 

Dividends paid ($0.32 per share)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(42,793

)

 

 

(42,793

)

 

 

-

 

 

 

(42,793

)

Other noncontrolling interest activity

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(516

)

 

 

(516

)

Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes

 

 

64

 

 

 

-

 

 

 

3,268

 

 

 

(2,941

)

 

 

-

 

 

 

-

 

 

 

327

 

 

 

-

 

 

 

327

 

Balance at February 28, 2018

 

 

133,730

 

 

$

1,337

 

 

$

972,187

 

 

$

(233,288

)

 

$

(405,734

)

 

$

1,298,876

 

 

$

1,633,378

 

 

$

2,644

 

 

$

1,636,022

 


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

NOTE 1 — CONSOLIDATION, NONCONTROLLING INTERESTS AND BASIS OF PRESENTATION

The accompanying unaudited consolidated financial statementsConsolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. In our opinion, all adjustments (consisting of normal, recurring accruals) considered necessary for a fair presentation have been included for the threethree- and nine monthsix-month periods ended February 28,November 30, 2019 and 2018.  For further information, refer to the consolidated financial statementsConsolidated Financial Statements and notesNotes included in our Annual Report on Form 10-K for the year ended May 31, 2018.2019.

Our financial statements include all of our majority-owned subsidiaries. We account for our investments in less-than-majority-owned joint ventures, for which we have the ability to exercise significant influence, under the equity method.  Effects of transactions between related companies are eliminated in consolidation.

Noncontrolling interests are presented in our consolidated financial statementsConsolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our consolidated financial statements.Consolidated Financial Statements. Additionally, our consolidated financial statementsConsolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.

Our business is dependent on external weather factors. Historically, we have experienced strong sales and net income in our first, second and fourth fiscal quarters comprising the three monththree-month periods ending August 31, November 30 and May 31, respectively, with weaker performance in our third fiscal quarter (December through February).

 

 

NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS

Effective June 1, 2018, we adopted Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers,” and all the related amendments included within Accounting Standards Codification 606 (“ASC 606”), using the modified retrospective method of adoption.  Under the modified retrospective method, comparative periods are not restated. The new standard requires an entity to recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. This update creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which includes (i) identifying the contract(s) with the customer, (ii) identifying the separate performance obligations in the contract, (iii) determining the transaction price, (iv) allocating the transaction price to the separate performance obligations, and (v) recognizing revenue when each performance obligation is satisfied.   As a result of our adoption procedures, we determined that revenue recognition for our broad portfolio of products and services will remain largely unchanged.  Accordingly, our adoption of the new standard did not have a material impact on our overall Consolidated Financial Statements.  Refer to Note 15, “Revenue,” and Note 16, “Segment Information,” for additional information.

In January 2016, the FASB issued ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities,” which provides amended guidance for certain aspects of recognition, measurement and disclosure of financial instruments. The main provisions of the standard impact how we account for changes in the fair value of our marketable securities currently classified as available-for-sale.  Unrealized gains and losses on available-for-sale equity securities are required to be recognized in earnings rather than in other comprehensive income. Our adoption of the new standard during fiscal 2019 did not have a material effect on our overall Consolidated Financial Statements. See Note 4, “Marketable Securities,” and Note 7, “Investment Expense (Income), Net,” for additional information.

In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842),” which increases lease transparency and comparability among organizations.  Under the new standard, lessees will beare required to recognize all assetsa right-of-use (“ROU”) asset representing our right to use an underlying asset and liabilities arising from leases ona lease liability representing our obligation to make lease payments over the balance sheet,lease term, with the exception of leases with a term of 12 months or less, which permits a lessee to make an accounting policy election by class of underlying asset not to recognize lease assets and liabilities. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, and early adoption is permitted. In March 2018, the FASB approved an alternative transition method to the modified retrospective approach, which eliminates the requirement to restate prior period financial statements and requires the cumulative effect of the retrospective allocation to be recorded as an adjustment to the opening balance of retained earnings at the date of adoption.  

We have selectedadopted the new leasing standard on the required effective date of June 1, 2019 using the alternative transition method as described above. Results for adoption, which we will adoptreporting periods beginning on June 1, 2019 are presented under Topic 842, while prior period amounts continue to be reported and disclosed in accordance with our historical accounting treatment under Accounting Standards Codification (“ASC”) 840, “Leases (ASC 840).” We elected to apply the package of practical expedients permitted under the ASC 842 transition guidance. Accordingly, we did not reassess whether any expired or expiring contracts contain leases, lease classification between finance and operating leases, and the recognition of initial direct costs of leases commencing before the effective date. We also applied the practical expedient to not separate lease and non-lease components to existing leases, as well as new leases through transition.  However, we did not elect the hindsight practical expedient to determine the lease term for existing leases. As a result of our adoption procedures, we have determined that the new guidance had a material impact on our Consolidated Balance Sheets and did not have a material effect on our Consolidated Statements of Income, Consolidated Statements of Cash Flows or our debt covenants. The effects of our transition to ASC 842 resulted in 0 cumulative adjustment to retained earnings in the period of adoption.  Refer to Note 13, “Leases,” for additional information.  

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments - Credit Losses,” which requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Additionally, the standard amends the current available-for-sale security other-than-temporary impairment model for debt securities. The guidance is effective for fiscal years beginning after December 15, 2019 and for interim periods therein. Early adoption is permitted beginning after December 15, 2018. We are still evaluatingcurrently reviewing the impactprovisions of this new pronouncement, but do not expect our adoption of this guidance willto have a material impact on our Consolidated Financial Statements. At a minimum, total assets and total liabilities will increase in the period the ASU is adopted.    


9


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

In August 2018, the SEC issued Final Rule Release No. 33-10532, “Disclosure Update and Simplification,” which makes a number of changes meant to simplify interim disclosures. The new rule requires a presentation of changes in stockholders’ equity and noncontrolling interest in the form of a reconciliation, either as a separate financial statement or in the notes to the financial statements, for the current and comparative year-to-date interim periods. In July 2019, the FASB issued ASU 2019-07, “Codification Updates to SEC Sections – Amendments to SEC Paragraphs Pursuant to SEC Final Rule Releases No. 33-10532, Disclosure Update and Simplification, and Nos. 33-10231 and 33-10442, Investment Company Reporting Modernization and Miscellaneous Updates (SEC Update).” ASU 2019-07 codifies Final Rule Release No. 33-10532.  The additional elements of this release did not have a material impact on our overall Consolidated Financial Statements.  We adopted the new disclosure requirements in our Form 10-Q for the period ended February 28, 2019.

In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments,” which makes a number of changes meant to add or clarify guidance on the classification of certain cash receipts and payments in the statement of cash flows.  Our June 1, 2018 adoption of the new guidance, which we applied retrospectively to all periods presented, did not have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-01, “Business Combinations: Clarifying the Definition of a Business,” with the objective of adding guidance to assist entities in evaluating whether transactions should be accounted for as acquisitions (disposals) of assets or of businesses. We adopted the new guidance as of June 1, 2018 and do not expect this revised guidance to have a material impact on our Consolidated Financial Statements.

In January 2017, the FASB issued ASU 2017-04, “Simplifying the Test for Goodwill Impairment,” to eliminate step two from the goodwill impairment test in order to simplify the subsequent measurement of goodwill. The guidance is effective for fiscal years beginning after December 15, 2019. Early application is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. Adoption of this guidance is not expected to have a material impact on our Consolidated Financial Statements.  

In March 2017,February 2018, the FASB issued ASU 2017-07, “Improving2018-02, “Income Statement (Topic 220), Reporting Comprehensive Income: Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” which allows for an entity to reclassify the Presentationtax effects of Net Periodic Pension Costthe U.S. Tax Cuts and Net Periodic Postretirement Benefit Cost,” which requiresJobs Act of 2017 (“Tax Act”) that an employer report the service cost componentwere previously recorded in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period.accumulated comprehensive income to retained earnings.  The other componentsadoption of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations, if one is presented.  Ourthis new guidance, effective June 1, 2018 adoption of the new guidance2019, did not have a material impacteffect on our Consolidated Financial Statements.Statements as we did not elect the option to reclassify to retained earnings the tax effects resulting from the Tax Act that were previously recorded in accumulated other comprehensive income.  

In August 2018, the FASB issued ASU 2018-13, “Fair Value Measurement (Topic 820), – Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with the movement amongst or hierarchy associated with Level 1, Level 2 and Level 3 fair value measurements. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted upon issuance of the update. We do not expect our adoption of this guidance to have a material impact on our Consolidated Financial Statements.

In August 2018, the FASB issued ASU 2018-14, “Compensation—Retirement Benefits—Defined Benefit Plans—General (Subtopic 715-20), Disclosure Framework – Changes to the Disclosure Requirements for Defined Benefit Plans,” which makes a number of changes meant to add, modify or remove certain disclosure requirements associated with employers that sponsor defined benefit or other postretirement plans. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption is permitted for all entities and the amendments in this update are required to be applied on a retrospective basis to all periods presented. We are currently reviewing the provisions of this new pronouncement, but do not expect our adoption of this guidance is not expected to have a material impact on our Consolidated Financial Statements.

In August 2018,December 2019, the FASB issued ASU 2018-15, “Intangible—Goodwill and Other- Internal-Use Software (Subtopic 350-40)2019-12, “Income Taxes (Topic 740), Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.The update makes a number of changes meant to help entities evaluatewhich simplifies the accounting for fees paidincome taxes by a customerremoving certain exceptions to the general principles in a cloud computing arrangement (hosting arrangement),Topic 740. The amendments also improve consistent application of and simplify GAAP for other areas of Topic 740 by providing guidance in determining when the arrangement includes a software license.clarifying and amending existing guidance. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Our early2020. Early adoption of the amendments is permitted, including adoption in any interim period for which financial statements have not yet been issued. Depending on the amendment, adoption may be applied on the retrospective, modified retrospective or prospective basis. We are currently reviewing the provisions of this new pronouncement, but do not expect our adoption of this revised guidance as of June 1, 2018 did notto have a material impact on our Consolidated Financial Statements.

 

10


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 3 — CHANGE IN ACCOUNTING PRINCIPLE

During the first quarter of fiscal 2020, we changed our method of accounting for shipping and handling costs, which we have identified as costs paid to third-party shippers for transporting products to customers. Under the new method of accounting, we include shipping costs in cost of sales, whereas previously, they were included in SG&A expense.


We believe that including these expenses in cost of sales is preferable, as it better aligns these costs with the related revenue in the gross profit calculation and is consistent with the practices of other industry peers. This change in accounting principle has been applied retrospectively, and the consolidated statements of income reflect the effect of this accounting principle change for all periods presented. This reclassification had no impact on income before income taxes, net income attributable to RPM International Inc. Stockholders, net income or earnings per share. The consolidated balance sheets, statements of comprehensive income, statements of stockholders’ equity, and statements of cash flows were not impacted by this accounting principle change.

The consolidated statements of income for the three and six months ended November 30, 2018 have been adjusted to reflect this change in accounting principle. The impact of the adjustment for the three and six months ended November 30, 2018 was an increase of $44.2 million and $88.9 million, respectively, to cost of sales and a corresponding decrease to SG&A expense.

NOTE 4 — RESTRUCTURING

 

We record restructuring charges associated with management-approved restructuring plans to either reorganize one or more of our business segments, or to remove duplicative headcount and infrastructure associated with our businesses. Restructuring charges can include severance costs to eliminate a specified number of employees, infrastructure charges to vacate facilities and consolidate operations, contract cancellation costs and other costs. Restructuring charges are recorded based upon planned employee termination dates and site closure and consolidation plans. The timing of associated cash payments is dependent upon the type of restructuring charge and can extend over a multi-year period. We record the short-term portion of our restructuring liability in Other Accrued Liabilities and the long-term portion, if any, in Other Long-Term Liabilities in our Consolidated Balance Sheets.

 

2020 MAP to Growth

 

Between May and August 2018, we approved and implemented the initial phases of a multi-year restructuring plan, the 2020 Margin Acceleration Plan (“2020 MAP to Growth”).  The initial phases of our 2020 MAP to Growth affected all of our reportable segments, as well as our corporate/nonoperating segment, and focused on margin improvement by simplifying business processes; reducing inventory categories and rationalizing SKUs; eliminating underperforming businesses; reducing headcount and working capital; and improving operating efficiency.  The majority of the activities included in the initial phases of the restructuring activities have been completed.

 

During the second quarter ended November 30, 2018, we formally announced the final phases of our 2020 MAP to Growth.  This multi-year restructuring is expected to increase operational efficiency while maintaining our entrepreneurial growth culture and will include three additional phases between September 2018 and December 2020.  Our execution of the 2020 MAP to Growth will continue to drive the de-layering and simplification of management and businesses associated with group realignment.  We will implement four center-led functional areas including manufacturing and operations; procurement and supply chain; information technology; and accounting and finance.

 

Our 2020 MAP to Growth will optimize our manufacturing facilities and will ultimately provide more efficient plant and distribution facilities.  InTo date, in association with our 2020 MAP to Growth initiative, we have completed, or are in the first phaseprocess of the restructuring we are implementingcompleting,  the planned closure of twelve18 plants and seven23 warehouses.  We also expect to incur additional severance and benefit costs as part of our planned closure of these facilities.

 

Throughout the additional phases of our 2020 MAP to Growth initiative, we will continue to assess and find areas of improvement and cost savings.  As such, the final implementation of the aforementioned phases and total expected costs are subject to change.  In addition to the announced plan, we have continued to broaden the scope of our 2020 MAP to Growth initiative, specifically in consolidation of the general and administrative areas, potential outsourcing, as well as additional future plant closures and consolidations; the estimated costs of which have not yet been finalized.  The current total expected costs associated with this plan are outlined in the table below and decreasedincreased by approximately $10.9$4.6 million compared to our previous estimate, primarily attributable to a reductionincreases in expected facility closureseverance and other related costs within our industrial, consumer, and specialty segments.  These decreases were partially offset by increases in the expected severancebenefit charges within our industrial and specialty segments.of $4.6 million.  Most activities under our 2020 MAP to Growth are anticipated to be completed by the end of calendar year 2020.


11


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

AFollowing is a summary of the charges recorded in connection with restructuring by reportable segment during fiscal 2019 is as follows:segment:

 

 

Three Months Ended

 

Nine Months Ended

 

Cumulative Costs

 

Total Expected

 

 

Three Months

Ended

 

 

Six Months

Ended

 

 

Cumulative

Costs

 

 

Total Expected

 

(in thousands)

 

February 28, 2019

 

February 28, 2019

 

to Date

 

Costs

 

 

November 30, 2019

 

 

November 30, 2019

 

 

to Date

 

 

Costs

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Segment:

 

 

 

 

 

 

 

 

 

 

Construction Products Group (“CPG”) Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit costs (a)

 

$

1,263

 

$

11,035

 

$

13,204

 

$

15,783

 

 

$

1,447

 

 

$

1,607

 

 

$

12,836

 

 

$

22,146

 

Facility closure and other related costs

 

 

3,228

 

4,531

 

5,576

 

9,815

 

 

 

110

 

 

 

798

 

 

 

3,767

 

 

 

4,597

 

Other asset write-offs

 

 

(79

)

 

648

 

 

2,021

 

 

3,012

 

 

 

39

 

 

 

39

 

 

 

1,629

 

 

 

2,151

 

Total Charges

 

$

4,412

 

$

16,214

 

$

20,801

 

$

28,610

 

 

$

1,596

 

 

$

2,444

 

 

$

18,232

 

 

$

28,894

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer Segment:

 

 

 

 

 

 

 

 

 

 

Performance Coatings Group (“PCG”) Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit costs (b)

 

$

620

 

$

2,450

 

$

8,102

 

$

8,102

 

 

$

431

 

 

$

2,931

 

 

$

9,344

 

 

$

14,765

 

Facility closure and other related costs

 

 

1,078

 

1,248

 

6,387

 

8,817

 

 

 

636

 

 

 

745

 

 

 

4,219

 

 

 

6,638

 

Other asset write-offs

 

 

996

 

 

998

 

 

998

 

 

1,279

 

 

 

172

 

 

 

172

 

 

 

523

 

 

 

528

 

Total Charges

 

$

2,694

 

$

4,696

 

$

15,487

 

$

18,198

 

 

$

1,239

 

 

$

3,848

 

 

$

14,086

 

 

$

21,931

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Specialty Segment:

 

 

 

 

 

 

 

 

 

 

Consumer Group (“Consumer”) Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit costs (c)

 

$

1,512

 

$

5,445

 

$

5,445

 

$

6,351

 

 

$

780

 

 

$

1,547

 

 

$

8,925

 

 

$

12,424

 

Facility closure and other related costs

 

 

31

 

31

 

31

 

2,280

 

 

 

344

 

 

 

860

 

 

 

7,552

 

 

 

9,352

 

Other asset write-offs

 

 

5

 

 

8

 

 

8

 

 

256

 

 

 

-

 

 

 

-

 

 

 

25

 

 

 

25

 

Total Charges

 

$

1,548

 

$

5,484

 

$

5,484

 

$

8,887

 

 

$

1,124

 

 

$

2,407

 

 

$

16,502

 

 

$

21,801

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Specialty Products Group (“Specialty”) Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit costs (d)

 

$

48

 

 

$

414

 

 

$

5,750

 

 

$

10,640

 

Facility closure and other related costs

 

 

731

 

 

 

2,190

 

 

 

3,434

 

 

 

6,697

 

Other asset write-offs

 

 

40

 

 

 

104

 

 

 

1,107

 

 

 

1,334

 

Total Charges

 

$

819

 

 

$

2,708

 

 

$

10,291

 

 

$

18,671

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Corporate/Other Segment:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit costs (d)

 

$

25

 

$

10,085

 

$

12,221

 

$

12,657

 

Severance and benefit costs

 

$

23

 

 

$

16

 

 

$

12,136

 

 

$

12,136

 

Total Charges

 

$

25

 

$

10,085

 

$

12,221

 

$

12,657

 

 

$

23

 

 

$

16

 

 

$

12,136

 

 

$

12,136

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consolidated:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Severance and benefit costs

 

$

3,420

 

$

29,015

 

$

38,972

 

$

42,893

 

 

$

2,729

 

 

$

6,515

 

 

$

48,991

 

 

$

72,111

 

Facility closure and other related costs

 

 

4,337

 

5,810

 

11,994

 

20,912

 

 

 

1,821

 

 

 

4,593

 

 

 

18,972

 

 

 

27,284

 

Other asset write-offs

 

 

922

 

 

1,654

 

 

3,027

 

 

4,547

 

 

 

251

 

 

 

315

 

 

 

3,284

 

 

 

4,038

 

Total Charges

 

$

8,679

 

$

36,479

 

$

53,993

 

$

68,352

 

 

$

4,801

 

 

$

11,423

 

 

$

71,247

 

 

$

103,433

 

 

(a)

Current quarterSeverance and year charges of $1.3 million and $11.0 million, respectively,benefit costs are associated with the elimination of 15025 positions and 46 positions during the three and six months ended November 30, 2019, respectively.  

(b)

Severance and benefit costs are associated with the elimination of which 2 occurred in18 positions and 69 positions during the current quarter.three and six months ended November 30, 2019, respectively.

(c)

Severance and benefit costs are associated with the elimination of 9 positions and 11 positions during the three and six months ended November 30, 2019, respectively.

(d)

Severance and benefit costs are associated with the elimination of 49 positions and 59 positions during the three and six months ended November 30, 2019, respectively.


 

 

Three Months

Ended

 

 

Six Months

Ended

 

(in thousands)

 

November 30, 2018

 

 

November 30, 2018

 

 

 

 

 

 

 

 

 

 

Construction Products Group (“CPG”) Segment:

 

 

 

 

 

 

 

 

Severance and benefit costs (e)

 

$

3,574

 

 

$

5,993

 

Facility closure and other related costs

 

 

384

 

 

 

397

 

Other asset write-offs

 

 

3

 

 

 

368

 

Total Charges

 

$

3,961

 

 

$

6,758

 

 

 

 

 

 

 

 

 

 

Performance Coatings Group (“PCG”) Segment:

 

 

 

 

 

 

 

 

Severance and benefit costs (f)

 

$

364

 

 

$

4,769

 

Facility closure and other related costs

 

 

483

 

 

 

906

 

Other asset write-offs

 

 

146

 

 

 

359

 

Total Charges

 

$

993

 

 

$

6,034

 

 

 

 

 

 

 

 

 

 

Consumer Group (“Consumer”) Segment:

 

 

 

 

 

 

 

 

Severance and benefit costs (g)

 

$

76

 

 

$

1,095

 

Facility closure and other related costs

 

 

105

 

 

 

105

 

Other asset write-offs

 

 

-

 

 

 

-

 

Total Charges

 

$

181

 

 

$

1,200

 

 

 

 

 

 

 

 

 

 

Specialty Products Group (“Specialty”) Segment:

 

 

 

 

 

 

 

 

Severance and benefit costs (h)

 

$

1,458

 

 

$

3,678

 

Facility closure and other related costs

 

 

65

 

 

 

65

 

Other asset write-offs

 

 

5

 

 

 

5

 

Total Charges

 

$

1,528

 

 

$

3,748

 

 

 

 

 

 

 

 

 

 

Corporate/Other Segment:

 

 

 

 

 

 

 

 

Severance and benefit costs (i)

 

$

1,061

 

 

$

10,060

 

Total Charges

 

$

1,061

 

 

$

10,060

 

 

 

 

 

 

 

 

 

 

Consolidated:

 

 

 

 

 

 

 

 

Severance and benefit costs

 

$

6,533

 

 

$

25,595

 

Facility closure and other related costs

 

 

1,037

 

 

 

1,473

 

Other asset write-offs

 

 

154

 

 

 

732

 

Total Charges

 

$

7,724

 

 

$

27,800

 

(e)

Severance and benefit costs are associated with the elimination of 37 positions and 68 positions during the three and six months ended November 30, 2018, respectively.  Additionally, $0.2 million included in the current year charges incurred during the six months ended November 30, 2018 are associated with the prior elimination of one1 position within the legal function during fiscal 2018.

(b)(f)

Current quarterSeverance and year charges of $0.6 million and $2.5 million, respectively,benefit costs are associated with the elimination of 6317 positions of which 19 occurred inand 102 positions during the current quarter.  three and six months ended November 30, 2018, respectively.

(c)(g)

Current quarterSeverance and year charges of $1.5 million and $5.4 million, respectively,benefit costs are associated with the elimination of 1099 positions of which 2 occurred induring the current quarter.  six months ended November 30, 2018.

(d)(h)

Severance and benefit costs are associated with the elimination of 95 positions and 120 positions during the three and six months ended November 30, 2018, respectively.

(i)

Reflects charges related to the severance of two2 corporate executives, as well as accelerated vesting of equity awards for two2 corporate executives, four specialty4 Specialty segment executives and three industrial3 CPG segment executives in connection with the aforementioned restructuring activities.

12



RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

A summary of the activity in the restructuring reserves related to our 2020 MAP to Growth is as follows:

 

(in thousands)

Severance and Benefits Costs

 

Facility Closure and Other Related Costs

 

Other Asset Write-Offs

 

Total

 

 

Severance and

Benefits Costs

 

 

Facility

Closure and

Other Related

Costs

 

 

Other Asset

Write-Offs

 

 

Total

 

Balance at November 30, 2018

$

10,427

 

$

2,535

 

$

-

 

 

12,962

 

Balance at August 31, 2019

 

$

2,946

 

 

$

9,430

 

 

$

-

 

 

$

12,376

 

Additions charged to expense

 

3,420

 

4,337

 

922

 

8,679

 

 

 

2,729

 

 

 

1,821

 

 

 

251

 

 

 

4,801

 

Cash payments charged against reserve

 

(4,975

)

 

(1,872

)

 

-

 

(6,847

)

 

 

(2,109

)

 

 

(5,016

)

 

 

-

 

 

 

(7,125

)

Non-cash charges included above (e)

 

-

 

 

(6

)

 

(922

)

 

(928

)

Balance at February 28, 2019

$

8,872

 

$

4,994

 

$

-

 

$

13,866

 

Non-cash charges included above (j)

 

 

-

 

 

 

(155

)

 

 

(251

)

 

 

(406

)

Balance at November 30, 2019

 

$

3,566

 

 

$

6,080

 

 

$

-

 

 

$

9,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Severance and

Benefits Costs

 

 

Facility

Closure and

Other Related

Costs

 

 

Other Asset

Write-Offs

 

 

Total

 

Balance at June 1, 2019

 

$

4,837

 

 

$

7,857

 

 

$

-

 

 

 

12,694

 

Additions charged to expense

 

 

6,515

 

 

 

4,593

 

 

 

315

 

 

 

11,423

 

Cash payments charged against reserve

 

 

(7,786

)

 

 

(5,350

)

 

 

-

 

 

 

(13,136

)

Non-cash charges included above (j)

 

 

-

 

 

 

(1,020

)

 

 

(315

)

 

 

(1,335

)

Balance at November 30, 2019

 

$

3,566

 

 

$

6,080

 

 

$

-

 

 

$

9,646

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

 

Severance and Benefits Costs

 

 

Facility Closure and Other Related Costs

 

 

Other Asset Write-Offs

 

 

Total

 

Balance at August 31, 2018

 

$

10,960

 

 

$

5,364

 

 

$

-

 

 

$

16,324

 

Additions charged to expense

 

 

6,533

 

 

 

1,037

 

 

 

154

 

 

 

7,724

 

Cash payments charged against reserve

 

 

(6,013

)

 

 

(1,330

)

 

 

-

 

 

 

(7,343

)

Non-cash charges included above (j)

 

 

(1,053

)

 

 

(2,536

)

 

 

(154

)

 

 

(3,743

)

Balance at November 30, 2018

 

$

10,427

 

 

$

2,535

 

 

$

-

 

 

$

12,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Severance and Benefits Costs

 

Facility Closure and Other Related Costs

 

Other Asset Write-Offs

 

Total

 

 

Severance and Benefits Costs

 

 

Facility Closure and Other Related Costs

 

 

Other Asset Write-Offs

 

 

Total

 

Balance at June 1, 2018

$

9,957

 

$

6,184

 

$

1,373

 

$

17,514

 

 

$

9,957

 

 

$

6,184

 

 

$

1,373

 

 

$

17,514

 

Additions charged to expense

 

29,015

 

5,810

 

1,654

 

36,479

 

 

 

25,595

 

 

 

1,473

 

 

 

732

 

 

 

27,800

 

Cash payments charged against reserve

 

(23,563

)

 

(3,620

)

 

 

 

(27,183

)

 

 

(18,588

)

 

 

(1,748

)

 

 

-

 

 

 

(20,336

)

Non-cash charges included above (e)

 

(6,537

)

 

(3,380

)

 

(3,027

)

 

(12,944

)

Balance at February 28, 2019

$

8,872

 

$

4,994

 

$

-

 

$

13,866

 

Non-cash charges included above (j)

 

 

(6,537

)

 

 

(3,374

)

 

 

(2,105

)

 

 

(12,016

)

Balance at November 30, 2018

 

$

10,427

 

 

$

2,535

 

 

$

-

 

 

$

12,962

 

 

(e)(j)

Non-cash charges primarily include accelerated vesting of equity awards and asset-write offs.

 

In connection with our 2020 MAP to Growth, during the thirdsecond quarter of fiscal 2020, we incurred approximately $6.3 million and $1.0 million of inventory-related charges at our Consumer and PCG segments, respectively. During the first half of fiscal 2020, we incurred $7.2 million, $3.1 million and $0.3 million of inventory-related charges at our Consumer, PCG, and CPG segments, respectively.  During the second quarter of fiscal 2019, we incurred approximately $1.1$2.3 million, $1.0 million and $0.8$0.3 million of inventory-related charges at our industrialPCG, Consumer and consumerCPG segments, respectively.  During the first nine monthshalf of fiscal 2019, we incurred approximately $8.2$6.6 million, $1.3 million and $2.1$0.5 million of inventory-related charges at our industrialPCG, Consumer and consumerCPG segments, respectively.  The fiscal 2019 inventory-related charges arewere partially offset by a favorable adjustment of approximately $0.2 million to the previousfiscal 2018 inventory write-off at our consumerConsumer segment.  All of the aforementioned inventory-related charges are recorded in cost of sales in our Consolidated Statements of Income. These inventory charges were the result of product line and SKU rationalization initiatives in connection with our overall plan of restructuring.  

 

 

NOTE 4 — MARKETABLE SECURITIES

The following tables summarize available-for-sale marketable securities held at February 28, 2019 and May 31, 2018 by asset type:

 

 

Available-For-Sale Securities

 

(In thousands)

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

(Net Carrying

Amount)

 

February 28, 2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and other government

 

$

23,642

 

 

$

68

 

 

$

(375

)

 

$

23,335

 

Corporate bonds

 

 

422

 

 

 

35

 

 

 

(8

)

 

 

449

 

Total available-for-sale securities

 

$

24,064

 

 

$

103

 

 

$

(383

)

 

$

23,784

 


13


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

Available-For-Sale Securities

 

(In thousands)

 

Amortized

Cost

 

 

Gross

Unrealized

Gains

 

 

Gross

Unrealized

Losses

 

 

Fair Value

(Net Carrying

Amount)

 

May 31, 2018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds - foreign

 

$

46,123

 

 

$

1,839

 

 

$

(1,197

)

 

$

46,765

 

Mutual funds - domestic

 

 

99,833

 

 

 

727

 

 

 

(2,770

)

 

 

97,790

 

Total equity securities

 

 

145,956

 

 

 

2,566

 

 

 

(3,967

)

 

 

144,555

 

Fixed maturity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. treasury and other government

 

 

23,562

 

 

 

39

 

 

 

(552

)

 

 

23,049

 

Corporate bonds

 

 

432

 

 

 

43

 

 

 

(8

)

 

 

467

 

Total fixed maturity securities

 

 

23,994

 

 

 

82

 

 

 

(560

)

 

 

23,516

 

Total

 

$

169,950

 

 

$

2,648

 

 

$

(4,527

)

 

$

168,071

 

Marketable securities, included in other current and long-term assets totaling $7.6 million and $16.2 million at February 28, 2019, respectively, and included in other current and long-term assets totaling $97.4 million and $70.7 million at May 31, 2018, respectively, are composed of available-for-sale securities and are reported at fair value.  We carry a portion of our marketable securities portfolio in long-term assets since they are generally held for the settlement of our general and product liability insurance claims processed through our wholly owned captive insurance subsidiaries.

Marketable securities are composed of available-for-sale debt securities and are reported at fair value. Realized gains and losses on sales of investments are recognized in net income on the specific identification basis. Changes in the fair values of securities that are considered temporary are recorded as unrealized gains and losses, net of applicable taxes, in accumulated other comprehensive (loss) within stockholders’ equity. Other-than-temporary declines in market value from original cost are reflected in investment income, net in the period in which the unrealized losses are deemed other than temporary. In order to determine whether other-than-temporary declines in market value have occurred, the duration of the decline in value and our ability to hold the investment are considered in conjunction with an evaluation of the strength of the underlying collateral and the extent to which the investment’s amortized cost or cost, as appropriate, exceeds its related market value.  

During fiscal 2019, we adopted ASU 2016-01, “Recognition and Measurement of Financial Assets and Liabilities,” which requires gains and losses on marketable equity securities to be recognized in earnings rather than in other comprehensive income. Prior to adoption, equity securities were included in our available-for-sale portfolio and unrealized changes in fair value were recognized through other comprehensive (loss) income until realized, at which point we recorded a gain or loss on sale. As of February 28, 2019, we held approximately $89.2 million in equity securities.  Additionally, as of February 28, 2019 and May 31, 2018, we held approximately $12.4 million and $9.9 million, respectively, in trading securities in relation to our deferred compensation plan.

Gross realized gains and losses on sales of marketable securities are included in investment (income), net in the Consolidated Statements of Income.  Refer to Note 7, “Investment Expense (Income), Net,” for further details.

Summarized below are the available-for-sale securities we held at February 28, 2019 and May 31, 2018 that were in an unrealized loss position and that were included in accumulated other comprehensive (loss), aggregated by the length of time the investments had been in that position:

 

 

February 28, 2019

 

 

May 31, 2018

 

(In thousands)

 

Fair Value

 

 

Gross

Unrealized

Losses

 

 

Fair Value

 

 

Gross

Unrealized

Losses

 

Total investments with unrealized losses

 

$

16,582

 

 

$

(383

)

 

$

106,253

 

 

$

(4,527

)

Unrealized losses with a loss position for less than 12 months

 

 

822

 

 

 

(4

)

 

 

68,376

 

 

 

(1,570

)

Unrealized losses with a loss position for more than 12 months

 

 

15,760

 

 

 

(379

)

 

 

37,877

 

 

 

(2,957

)

14


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We have reviewed all of the securities included in the table above and have concluded that we have the ability and intent to hold these investments until their cost can be recovered, based upon the severity and duration of the decline. Therefore, we did not recognize any other-than-temporary impairment losses on these investments. The unrealized losses generally relate to investments whose fair values at February 28, 2019 were less than 15% below their original cost. From time to time, we may experience significant volatility in general economic and market conditions.  If we were to experience unrealized losses that were to continue for longer periods of time, or arise to more significant levels of unrealized losses within our portfolio of investments in marketable securities in the future, we may recognize additional other-than-temporary impairment losses. As such, we continue to closely evaluate the status of our investments and our ability and intent to hold these investments.

The net carrying values of debt securities at February 28, 2019, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because the issuers of the securities may have the right to prepay obligations without prepayment penalties.

(In thousands)

 

Amortized Cost

 

 

Fair Value

 

Due:

 

 

 

 

 

 

 

 

Less than one year

 

$

7,646

 

 

$

7,604

 

One year through five years

 

 

10,718

 

 

 

10,522

 

Six years through ten years

 

 

4,749

 

 

 

4,684

 

After ten years

 

 

951

 

 

 

974

 

 

 

$

24,064

 

 

$

23,784

 

NOTE 5 — FAIR VALUE MEASUREMENTS

Financial instruments recorded in the balance sheet include cash and cash equivalents, trade accounts receivable, marketable securities, notes and accounts payable, and debt.

An allowance for anticipated uncollectible trade receivable amounts is established using a combination of specifically identified accounts to be reserved, and a reserve covering trends in collectibility. These estimates are based on an analysis of trends in collectibility and past experience, but are primarily made up of individual account balances identified as doubtful based on specific facts and conditions. Receivable losses are charged against the allowance when we confirm uncollectibility.

All derivative instruments are recognized in our Consolidated Balance Sheets and measured at fair value.  Changes in the fair values of derivative instruments that do not qualify as hedges and/or any ineffective portion of hedges are recognized as a gain or (loss) in our Consolidated Statements of Income in the current period.  Changes in the fair value of derivative instruments used effectively as cash flow hedges are recognized in other comprehensive income (loss), along with the change in the value of the hedged item.  We do not hold or issue derivative instruments for speculative purposes.  

The valuation techniques utilized for establishing the fair values of assets and liabilities are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect management’s market assumptions. The fair value hierarchy has three levels based on the reliability of the inputs used to determine fair value, as follows:

Level 1 Inputs — Quoted prices for identical instruments in active markets.

Level 2 Inputs — Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations whose inputs are observable or whose significant value drivers are observable.

Level 3 Inputs — Instruments with primarily unobservable value drivers.

15


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.

 

(In thousands)

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Fair Value at

February 28,

2019

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Fair Value at

November 30,

2019

 

Available-for-sale debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and other government

 

$

-

 

 

$

23,335

 

 

$

-

 

 

$

23,335

 

 

$

-

 

 

$

24,209

 

 

$

-

 

 

$

24,209

 

Corporate bonds

 

 

 

 

 

 

449

 

 

 

 

 

 

 

449

 

 

 

 

 

 

 

471

 

 

 

 

 

 

 

471

 

Total available-for-sale debt securities

 

 

-

 

 

 

23,784

 

 

 

-

 

 

 

23,784

 

 

 

-

 

 

 

24,680

 

 

 

-

 

 

 

24,680

 

Trading and other equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds - foreign

 

 

 

 

 

 

32,844

 

 

 

 

 

 

 

32,844

 

 

 

 

 

 

 

36,251

 

 

 

 

 

 

 

36,251

 

Mutual funds - domestic

 

 

 

 

 

 

68,754

 

 

 

 

 

 

 

68,754

 

 

 

 

 

 

 

75,037

 

 

 

 

 

 

 

75,037

 

Total trading and other equity securities

 

 

-

 

 

 

101,598

 

 

 

-

 

 

 

101,598

 

 

 

-

 

 

 

111,288

 

 

 

-

 

 

 

111,288

 

Contingent consideration

 

 

 

 

 

 

 

 

 

 

(21,815

)

 

 

(21,815

)

 

 

 

 

 

 

 

 

 

 

(15,748

)

 

 

(15,748

)

Total

 

$

-

 

 

$

125,382

 

 

$

(21,815

)

 

$

103,567

 

 

$

-

 

 

$

135,968

 

 

$

(15,748

)

 

$

120,220

 


(In thousands)

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Fair Value at

May 31,

2018

 

 

Quoted Prices

in Active

Markets for

Identical Assets

(Level 1)

 

 

Significant

Other

Observable

Inputs (Level 2)

 

 

Significant

Unobservable

Inputs (Level 3)

 

 

Fair Value at

May 31,

2019

 

Available-for-sale debt securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

U.S. Treasury and other government

 

$

-

 

 

$

23,049

 

 

$

-

 

 

$

23,049

 

 

$

-

 

 

$

24,547

 

 

$

-

 

 

$

24,547

 

Corporate bonds

 

 

 

 

 

 

467

 

 

 

 

 

 

 

467

 

 

 

 

 

 

 

462

 

 

 

 

 

 

 

462

 

Total available-for-sale debt securities

 

 

-

 

 

 

25,009

 

 

 

-

 

 

 

25,009

 

Trading and other equity securities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Mutual funds - foreign

 

 

 

 

 

 

47,410

 

 

 

 

 

 

 

47,410

 

 

 

 

 

 

 

32,082

 

 

 

 

 

 

 

32,082

 

Mutual funds - domestic

 

 

 

 

 

 

107,017

 

 

 

 

 

 

 

107,017

 

 

 

 

 

 

 

67,739

 

 

 

 

 

 

 

67,739

 

Total trading and other equity securities

 

 

-

 

 

 

99,821

 

 

 

-

 

 

 

99,821

 

Contingent consideration

 

 

 

 

 

 

 

 

 

 

(17,998

)

 

 

(17,998

)

 

 

 

 

 

 

 

 

 

 

(21,551

)

 

 

(21,551

)

Total

 

$

-

 

 

$

177,943

 

 

$

(17,998

)

 

$

159,945

 

 

$

-

 

 

$

124,830

 

 

$

(21,551

)

 

$

103,279

 

 

Our investments in available-for-sale debt securities and trading and other equity securities and are valued using a market approach. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors, including the type of instrument, whether the instrument is actively traded and other characteristics particular to the transaction. For most of our financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.

The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with recent acquisitions that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled, and applied a discount rate that appropriately captures a market participant's view of the risk associated with the obligation, which are considered to be Level 3 inputs. During the first nine monthshalf of fiscal 2020, we paid approximately $5.9 million for settlements of contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current period.  During the first half of fiscal 2019, we paid approximately $4.7 million for settlements of contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current period,last year’s first half and recorded an increase in the accrual for approximately $2.7 million and $5.8 million related to fair value adjustments and new acquisitions, respectively.  Duringadjustments. In the first nine monthsConsolidated Statements of fiscal 2018, we paid approximately $3.8 million for settlements of contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during last year’s first nine months, and we increased our accrual by $0.5 million for fair value adjustments. These amounts are reported inCash Flows, payments of acquisition-related contingent consideration for the amount recognized at fair value as of the acquisition date are reported in cash flows from operations and from financing activities, while payments of contingent consideration in the Consolidated Statementsexcess of Cash Flows.fair value are reported in cash flows from operating activities.    

16


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The carrying value of our current financial instruments, which include cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable and short-term debt approximates fair value because of the short-term maturity of these financial instruments. At February 28,November 30, 2019 and May 31, 2018,2019, the fair value of our long-term debt was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which are considered to be Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of our financial instruments and long-term debt as of February 28,November 30, 2019 and May 31, 20182019 are as follows:

 

 

At February 28, 2019

 

 

At November 30, 2019

 

(In thousands)

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Cash and cash equivalents

 

$

195,169

 

 

$

195,169

 

 

$

208,173

 

 

$

208,173

 

Marketable equity securities

 

 

89,234

 

 

 

89,234

 

 

 

97,798

 

 

 

97,798

 

Marketable debt securities

 

 

23,784

 

 

 

23,784

 

 

 

24,680

 

 

 

24,680

 

Long-term debt, including current portion

 

 

2,524,218

 

 

 

2,464,343

 

 

 

2,523,475

 

 

 

2,616,790

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At May 31, 2018

 

 

At May 31, 2019

 

(In thousands)

 

Carrying Value

 

 

Fair Value

 

 

Carrying Value

 

 

Fair Value

 

Cash and cash equivalents

 

$

244,422

 

 

$

244,422

 

 

$

223,168

 

 

$

223,168

 

Marketable equity securities

 

 

144,555

 

 

 

144,555

 

 

 

87,525

 

 

 

87,525

 

Marketable debt securities

 

 

23,516

 

 

 

23,516

 

 

 

25,009

 

 

 

25,009

 

Long-term debt, including current portion

 

 

2,174,144

 

 

 

2,215,458

 

 

 

2,525,908

 

 

 

2,526,817

 

 


 

NOTE 6 — DERIVATIVES AND HEDGING

Derivative Instruments and Hedging Activities

We are exposed to market risks, such as changes in foreign currency exchange rates and interest rates. To manage the volatility related to these exposures, from time to time, we enter into various derivative transactions. We use various types of derivative instruments including forward contracts and swaps. We formally assess, designate and document, as a hedge of an underlying exposure, each qualifying derivative instrument that will be accounted for as an accounting hedge at inception. Additionally, we assess, both at inception and at least quarterly thereafter, whether the financial instruments used in the hedging transaction are effective at offsetting changes in either the fair values or cash flows of the underlying exposures.

Net Investment Hedge

In October 2017, as a means of mitigating the impact of currency fluctuations on our Euro investments in foreign entities, we executed a fair value hedge and two2 cross currency swaps, in which we will pay variable rate interest in Euros and receive fixed rate interest in U.S. Dollars with a combined notional amount of approximately €85.25 million ($100 million U.S. Dollar equivalent), and which have a maturity date of November 2022. This effectively converts a portion of our U.S. Dollar denominated fixed-rate debt to Euro denominated variable rate debt. The fair value hedge is recognized at fair value in our Consolidated Balance Sheets, while changes in the fair value of the hedge are recognized in interest expense in our Consolidated Statements of Income. We designated the swaps as net investment hedges of our net investment in our European operations under ASU 2017-12 and applied the spot method to these hedges. The changes in fair value of the derivative instruments that are designated and qualify as hedges of net investments in foreign operations are recognized in accumulated other comprehensive income (“AOCI”) to offset the changes in the values of the net investments being hedged.  Amounts released from AOCI and reclassified into interest expense did not have a material impact on our Consolidated Financial Statements for any period presented.

Derivatives Designated as Cash Flow Hedging Instruments

We have designated certain forward contracts as hedging instruments pursuant to ASC No. 815 (“ASC 815”), “Derivatives and Hedging.” Changes in the fair value of these highly effective hedges are recorded as a component of AOCI. During the period in which a forecasted transaction affects earnings, amounts previously recorded as a component of AOCI are reclassified into earnings as a component of cost of sales.  Amounts released from AOCI and reclassified into earnings did not have a material impact on our Consolidated Financial Statements for any period presented. As of May 31, 2018 the notional amount of the forward contracts held to sell international currencies was $8.7 million, while there was no amount held at February 28, 2019.

17


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Derivatives Not Designated as Hedges

At February 28,November 30, 2019, and May 31, 2019, we held one1 foreign currency forward contract designed to reduce our exposure to changes in the cash flows of intercompany foreign-currency-denominated loans related to changes in foreign currency exchange rates by fixing the functional currency cash flows.  The contract has not been designated as a hedge; therefore, the changes in fair value of the derivative are recognized in earnings as a component of other (income) expense.selling, general and administrative expenses (“SG&A”). Amounts recognized in earnings did not have a material impact on our Consolidated Financial Statements for any period presented. As of February 28,November 30, 2019 and May 31, 2018,2019, the notional amounts of the forward contract held to purchase foreign currencies was $33.6$61.0 million and $147.4$38.7 million, respectively.

Disclosure about Derivative Instruments

All of our derivative assets and liabilities measured at fair value are classified as Level 2 within the fair value hierarchy. We determine the fair value of our derivatives based on valuation methods, which project future cash flows and discount the future amounts to present value using market based observable inputs, including interest rate curves, foreign currency rates, as well as future and basis point spreads, as applicable.

The fair values of qualifying and non-qualifying instruments used in hedging transactions as of February 28,November 30, 2019 and May 31, 20182019 are as follows:

 

(in thousands)

 

 

 

Fair Value

 

 

 

 

Fair Value

 

Derivatives Designated as Hedging Instruments

 

Balance Sheet Location

 

February 28, 2019

 

 

May 31, 2018

 

 

Balance Sheet Location

 

November 30, 2019

 

 

May 31, 2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange (Cash Flow)

 

Other Current Assets

 

$

-

 

 

$

133

 

Interest Rate Swap (Fair Value)

 

Other Current Assets

 

$

239

 

 

$

513

 

Cross Currency Swap (Net Investment)

 

Other Current Assets

 

 

2,099

 

 

 

2,580

 

 

Other Current Assets

 

 

2,198

 

 

 

2,482

 

Cross Currency Swap (Net Investment)

 

Other Assets (Long-Term)

 

 

3,771

 

 

 

1,986

 

 

Other Assets (Long-Term)

 

 

5,136

 

 

 

6,163

 

Interest Rate Swap (Fair Value)

 

Other Assets (Long-Term)

 

 

882

 

 

 

-

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest Rate Swap (Fair Value)

 

Other Accrued Liabilities

 

 

459

 

 

 

441

 

 

Other Accrued Liabilities

 

 

-

 

 

 

230

 

Cross Currency Swap (Net Investment)

 

Other Long-Term Liabilities

 

 

3,201

 

 

 

5,293

 

 

Other Accrued Liabilities

 

 

82

 

 

 

-

 

Interest Rate Swap (Fair Value)

 

Other Long-Term Liabilities

 

 

1,377

 

 

 

2,634

 

Cross Currency Swap (Net Investment)

 

Other Long-Term Liabilities

 

 

1,445

 

 

 

4,276

 


 

(in thousands)

 

 

 

Fair Value

 

 

 

 

Fair Value

 

Derivatives Not Designated as Hedging Instruments

 

Balance Sheet Location

 

February 28, 2019

 

 

May 31, 2018

 

 

Balance Sheet Location

 

November 30, 2019

 

 

May 31, 2019

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange

 

Other Current Assets

 

$

87

 

 

$

7

 

 

Other Current Assets

 

$

114

 

 

$

51

 

Liabilities:

 

 

 

 

 

 

 

 

 

 

Foreign Currency Exchange

 

Other Accrued Liabilities

 

 

-

 

 

 

2,985

 

 

NOTE 7  INVESTMENT (INCOME) EXPENSE, (INCOME), NET

Investment (income), expense, net, consists of the following components:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Interest (income)

 

$

(1,076

)

 

$

(1,454

)

 

$

(2,808

)

 

$

(3,645

)

 

$

(1,429

)

 

$

(828

)

 

$

(2,776

)

 

$

(1,732

)

Net (gain) loss on marketable securities

 

 

(1,683

)

 

 

(1,935

)

 

 

6,451

 

 

 

(6,833

)

 

 

(6,939

)

 

 

8,520

 

 

 

(10,479

)

 

 

8,134

 

Dividend (income)

 

 

(1,967

)

 

 

(2,082

)

 

 

(3,769

)

 

 

(3,185

)

 

 

(437

)

 

 

(659

)

 

 

(935

)

 

 

(1,802

)

Investment (income), net

 

$

(4,726

)

 

$

(5,471

)

 

$

(126

)

 

$

(13,663

)

Investment (income) expense, net

 

$

(8,805

)

 

$

7,033

 

 

$

(14,190

)

 

$

4,600

 

 

18


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Net (Gain)Loss on Marketable Securities

Of the $6.9 million in net gains on marketable securities recognized during the second quarter of fiscal 2020, approximately $6.0 million related to unrealized gains on marketable equity securities and approximately $1.0 million was related to unrealized gains on trading securities. Additionally, of the $10.5 million in net gains on marketable securities recognized during the first half of fiscal 2020, approximately $8.9 million related to unrealized gains on marketable equity securities and $1.7 million in unrealized gains on trading securities.  

During the thirdsecond quarter of fiscal 2019, we recognized gross realized gains and losses on sales of available-for-salemarketable securities of $0.1 million and $2.2 million, respectively.  Also during the current quarter, we recognized gross realized gains on sales of trading securities of $0.2$1.0 million and unrealized losses on trading securities of $0.1$1.0 million. For the first nine monthshalf of fiscal 2019, we recognized realized gains and losses on sales of available-for-sale securities of $0.3 million and $3.4 million, respectively, realized gains on trading securities of $0.2 million and $1.2 million, respectively, and unrealized gains and losses on trading securities of $0.7 million.$0.5 million and $1.1 million, respectively.  During the three and nine-monthsix-month periods ended February 28, 2019, we recognized unrealized gains of $3.7 million and unrealized losses of $2.9 million marketable equity securities.

During the third quarter of fiscalNovember 30, 2018, we recognized gross realized gains and$6.5 million in unrealized losses on sales of marketable securities of $2.6 million and $0.7 million, respectively.  For the first nine months of fiscal 2018, we recognized gross realized gains and losses on sales of marketable securities of $8.6 million and $1.8 million, respectively.  equity securities.

 

NOTE 8  OTHER EXPENSE, (INCOME), NET

Other expense, (income), net, consists of the following components:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

(In thousands)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Royalty expense, net

 

$

88

 

 

$

148

 

 

$

154

 

 

$

238

 

(Income) related to unconsolidated equity affiliates

 

 

(133

)

 

 

(313

)

 

 

(299

)

 

 

(830

)

Royalty (income) expense, net

 

$

(360

)

 

$

63

 

 

$

(94

)

 

$

66

 

(Income) loss related to unconsolidated equity affiliates

 

 

(65

)

 

 

(48

)

 

 

25

 

 

 

(166

)

Pension non-service costs

 

 

372

 

 

 

-

 

 

 

1,146

 

 

 

-

 

 

 

1,550

 

 

 

346

 

 

 

2,979

 

 

 

774

 

Loss on extinguishment of debt (a)

 

 

 

 

 

 

-

 

 

 

3,051

 

 

 

-

 

 

 

-

 

 

 

3,051

 

 

 

-

 

 

 

3,051

 

Other expense (income), net

 

$

327

 

 

$

(165

)

 

$

4,052

 

 

$

(592

)

Loss on divestiture (b)

 

 

826

 

 

 

-

 

 

 

826

 

 

 

-

 

Other expense, net

 

$

1,951

 

 

$

3,412

 

 

$

3,736

 

 

$

3,725

 

(a)

In connection with the redemption of all of our outstanding 2.25% convertible senior notes in November 2018, we recognized a loss of $3.1 million, due to the fair value measurement of the instrument on the date of conversion.

(b)

Reflects the loss incurred upon divestiture of a contracting business located in Australia, which had reported through our PCG segment.

 


NOTE 9 — INCOME TAXES

 

On December 22, 2017 the Tax Cuts and Jobs Act (“Act”) was enacted into law.  The income tax effects of changes in tax laws are recognized in the period when enacted. The Act provides for numerous significant tax law changes and modifications with varying effective dates. Generally, the more significant provisions of the Act that impacted us for the year ended May 31, 2018 included the reduction in the corporate income tax rate from 35% to 21%, the creation of a territorial tax system (with a one-time mandatory tax on previously deferred foreign earnings) and allowance for immediate capital expensing of certain qualified property.  The corporate tax rate reduction was effective for RPM as of January 1, 2018 and, accordingly, reduced our fiscal year 2018 federal statutory rate to a blended rate of approximately 29.2%. The significant provisions of the Act which impact us for fiscal 2019 include the full federal statutory rate reduction to 21% and the repeal of the domestic production activities deduction. Also effective for fiscal 2019 are provisions of the Act that subject us to current U.S. tax on global intangible low-taxed income (“GILTI”) earned by certain foreign subsidiaries and allows a benefit for foreign-derived intangible income (“FDII”).

Subsequent to the enactment of the Act, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Act.  SAB 118 provides a measurement period that should not extend beyond one year from the Act’s enactment date for companies to complete the applicable accounting under ASC 740. In accordance with SAB 118 and based on the information available as of May 31, 2018, we recorded a net provisional income tax expense of $7.3 million in accordance with the applicable provisions of the Act. The net provisional income tax expense was comprised of a benefit of $15.7 million related to the provisional re-measurement of our U.S. deferred tax assets and liabilities at the reduced U.S. corporate tax rates, a provisional expense of $67.9 million for the transition tax on unremitted earnings from foreign subsidiaries, and a provisional benefit of $44.9 million for the partial reversal of existing deferred tax liabilities recorded for the estimated tax cost associated with unremitted foreign earnings not considered permanently reinvested.  

19


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

During our fiscal 2019 third quarter, we completed our assessment of the accounting for the impact of Act, which included analysis based on related legislative updates and technical interpretations of the Act.  As a result, and consistent with SAB 118, during the three months ended February 28, 2019 we recorded a net discrete income tax benefit of $8.1 million, which was comprised of a $6.3 million benefit for the re-measurement of certain U.S. deferred tax assets and liabilities and a $1.8 million benefit resulting from the reduction of the transition tax on unremitted earnings from foreign subsidiaries. No other SAB 118 adjustments for the impact of the Act were recorded this fiscal year.

We have estimated the tax impact related to GILTI and FDII for the year ended May 31, 2019 and included such impact in the estimated annual effective tax rate. The impact of GILTI and FDII was not material for the nine months ended February 28, 2019.

The effective income tax benefit rate of 224.7%24.0% for the three months ended February 28,November 30, 2019 compares to the effective income tax benefit rate of 17.0%26.2% for the three months ended February 28,November 30, 2018. The effective income tax benefit rate of 224.7%rates for the three months ended February 28,November 30, 2019 reflectsand 2018 reflect variances from the 21% statutory rate due primarily to the favorableunfavorable impact of $12.7 million ofstate and local income taxes and the net discretetax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits recorded duringrelated to equity compensation. Additionally, the quarter and the amplified impact of those tax benefits on the relatively low level of pre-tax earnings. The $12.7 million net discrete benefits recorded are primarily comprised of the net $8.1 million benefit resulting from completion of our SAB 118 accounting for the impact of the Act and the release certain income tax reserves for uncertain tax positions.  The 17.0% effective income tax benefit rate for the three months ended February 28, 2018November 30, 2019 reflects variances from the blended fiscal year 2018 statutory rate of 29.2% due primarily to the cumulative favorable impact of the statutory rate reduction from 35% to 29.2% which occurred during that prior period. Additionally, the 17.0% effective income tax benefit rate reflects a $1.4 million discrete tax benefitadjustments related to an adjustment to the net provisional estimate of the Act as recorded in the prior periodcertain valuation allowances and consistent with SAB 118.reserves for uncertain tax positions.  

The effective income tax rate of 17.8%24.8% for the ninesix months ended February 28,November 30, 2019 compares to the effective income tax rate of 15.3%24.7% for the ninesix months ended February 28,November 30, 2018. The effective income tax raterates for the ninesix months ended February 28,November 30, 2019 reflectsand 2018 reflect variances from the 21% statutory rate due primarily to $16.5 million of net discrete tax benefits, which are comprised of the $12.7 million net tax benefit described above with the remaining balance being recorded in the prior quarters of this fiscal year. These discrete tax benefits were partially offset primarily by the unfavorable impact of state and local income taxes and incremental valuation allowances associated with certainthe net tax on foreign net operating losses. The effectivesubsidiary income tax rate for the nine months ended February 28, 2018 reflects variancesresulting from the 29.2% statutory rate primarily due to $27.0 million in discreteglobal intangible low-taxed income provisions, partially offset by tax benefits recorded in connection with foreign tax credit planning and the implementation of a foreign legal entity restructuring and corresponding planning strategy.related to equity compensation.  

Our deferred tax liability for unremitted foreign earnings was adjusted to $19.9$18.8 million as of May 31, 2018. The $19.9 million deferred tax liability representedNovember 30, 2019, which represents our estimate of the foreign tax cost associated with the deemed remittance of $549.8$414.7 million of foreign earnings that are not considered to be permanently reinvested.  As of February 28, 2019, the amount of these earnings have been modified to approximately $423.4 million and the related deferred tax liability, which represents the estimated tax cost to repatriate these earnings, was adjusted to $19.2 million to reflect the impact of foreign exchange.  The reduction to the earnings amounts no longer permanently reinvested is due principally to distributions made during this fiscal year, which were not subject to foreign withholding taxes.

We have not provided for foreign withholding or income taxes on the remaining foreign subsidiaries’ undistributed earnings because such earnings have been retained and reinvested by the subsidiaries as of February 28,November 30, 2019. Accordingly, no0 provision has been made for foreign withholding or income taxes, which may become payable if the remaining undistributed earnings of foreign subsidiaries were remitted to us as dividends.

 

 

NOTE 10 — INVENTORIES

Inventories, net of reserves, were composed of the following major classes:

 

 

February 28, 2019

 

 

May 31, 2018

 

(In thousands)

 

 

 

 

November 30, 2019

 

 

May 31, 2019

 

Raw material and supplies

 

$

309,108

 

 

$

288,201

 

 

$

294,212

 

 

$

296,493

 

Finished goods

 

 

607,253

 

 

 

546,260

 

 

 

589,510

 

 

 

545,380

 

Total Inventory, Net of Reserves

 

$

916,361

 

 

$

834,461

 

 

$

883,722

 

 

$

841,873

 

 

 

20


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

NOTE 11 — STOCK REPURCHASE PROGRAM

On January 8, 2008, we announced our authorization of a stock repurchase program under which we may repurchase shares of RPM International Inc. common stock at management’s discretion for general corporate purposes. As announced on November 28, 2018, our goal is to return $1.5$1.0 billion in capital to stockholders by May 31, 2021 through dividends and share repurchases.  On April 16, 2019, after taking into account share repurchases under our existing stock repurchase program to date, our Board of Directors authorized the repurchase of the remaining $600.0 million in value of RPM International Inc. common stock by May 31, 2021.  As a result, we may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that our management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of our purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. We may limit or terminate the repurchase program at any time. During the three months ended February 28,November 30, 2019, we did 0t repurchase any shares of our common stock under this program.  During the three months ended November 30, 2018, we repurchased 1,570,6471,144,952 shares of our common stock at a cost of approximately $91.2$75.0 million, or an average cost of $58.08$65.50 per share, under this program. During the ninesix months ended February 28,November 30, 2019, we repurchased 2,819,0451,655,616 shares of our common stock at a cost of approximately $173.2$100.0 million, or an average cost of $61.45$60.40 per share, under this program.  During the six months ended November 30, 2018, we repurchased 1,248,398 shares of our common stock at a cost of approximately $82.0 million, or an average cost of $65.68 per share, under this program.

 

 


NOTE 12 — EARNINGS PER SHARE

The following table sets forth the reconciliation of the numerator and denominator of basic and diluted earnings per share for the threethree- and nine-monthsix-month periods ended February 28,November 30, 2019 and 2018.   For the three and ninesix months ended February 28,November 30, 2019, and the three months ended November 30, 2018, basic and diluted earnings per share werewas calculated using the two-class method.  For the three and ninesix months ended February 28, 2019,November 30, 2018, basic earnings per share was calculated using the two-class method and diluted earnings per share was calculated using the treasury method.  For the three months ended February 28, 2018, basic weighted-average shares outstanding and basic net income available to common shareholders and basic weighted average common shares were used in calculating diluted earnings per share under the two-class method, as that method resulted in the most-dilutive earnings per share.  For the nine months ended February 28, 2018, diluted earnings per share was calculated using the two-class method.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

(In thousands, except per share amounts)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Numerator for earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income attributable to RPM International Inc.

stockholders

 

$

14,190

 

 

$

40,227

 

 

$

133,178

 

 

$

252,106

 

 

$

77,030

 

 

$

49,224

 

 

$

183,218

 

 

$

118,988

 

Less: Allocation of earnings and dividends to

participating securities

 

 

(109

)

 

 

(530

)

 

 

(996

)

 

 

(3,373

)

 

 

(548

)

 

 

(460

)

 

 

(1,167

)

 

 

(936

)

Net income available to common shareholders -

basic

 

 

14,081

 

 

 

39,697

 

 

 

132,182

 

 

 

248,733

 

 

 

76,482

 

 

 

48,764

 

 

 

182,051

 

 

 

118,052

 

Add: Undistributed earnings reallocated to unvested

shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7

 

 

 

1

 

 

 

-

 

 

 

3

 

 

 

-

 

Add: Allocation of earnings and dividends to participating securities

 

 

109

 

 

 

 

 

 

 

996

 

 

 

 

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

936

 

Add: Income effect of contingently issuable shares

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,351

 

Net income available to common shareholders -

diluted

 

$

14,190

 

 

$

39,697

 

 

$

133,178

 

 

$

253,091

 

 

$

76,483

 

 

$

48,764

 

 

$

182,054

 

 

$

118,988

 

Denominator for basic and diluted earnings per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares

 

 

130,105

 

 

 

131,178

 

 

 

131,019

 

 

 

131,195

 

 

 

128,393

 

 

 

131,058

 

 

 

128,639

 

 

 

131,467

 

Average diluted options and awards

 

 

1,784

 

 

 

 

 

 

 

1,810

 

 

 

540

 

 

 

686

 

 

 

609

 

 

 

655

 

 

 

1,811

 

Additional shares issuable assuming conversion of

convertible securities (1)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,922

 

Total shares for diluted earnings per share (2)

 

 

131,889

 

 

 

131,178

 

 

 

132,829

 

 

 

135,657

 

Total shares for diluted earnings per share (1)

 

 

129,079

 

 

 

131,667

 

 

 

129,294

 

 

 

133,278

 

Earnings Per Share of Common Stock Attributable to

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

RPM International Inc. Stockholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic Earnings Per Share of Common Stock

 

$

0.11

 

 

$

0.30

 

 

$

1.01

 

 

$

1.90

 

 

$

0.60

 

 

$

0.37

 

 

$

1.42

 

 

$

0.90

 

Diluted Earnings Per Share of Common Stock

 

$

0.11

 

 

$

0.30

 

 

$

1.00

 

 

$

1.87

 

 

$

0.59

 

 

$

0.37

 

 

$

1.41

 

 

$

0.89

 

 

(1)

Represents the number of shares that would have been issued if our contingently convertible notes had been converted.  We included these shares in the calculation of diluted EPS as the conversion of the notes were eligible to be settled, at our election, in cash, shares of our common stock, or a combination of cash and shares of our common stock.  On November 27, 2018, we redeemed all of our 2.25% convertible senior notes due 2020, primarily for cash, but also issued 598,601 shares of our common stock in the transaction.

21


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

(2)

Restricted shares totaling 429,750 and 323,000178,000 for the three and ninesix months ended February 28,November 30, 2019, respectively, and restricted shares totaling 48,212 for the three and nine months ended February 28, 2018 were excluded from the calculation of diluted earnings per share because the grant price of the restricted shares exceeded the average market price of the shares during the period and their effect, accordingly, would have been anti-dilutive. In addition, stock appreciation rights (SARs) totaling  890,000 for the three and nine months ended February 28, 2019 and 600,000 for the three and nine months ended February 28, 2018, were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive.  There were 0 shares of restricted stock identified as being anti-dilutive for the three months ended November 30, 2019, or the three or six months ended November 30, 2018.  Stock appreciation rights (SARs) totaling 790,000 for the six months ended November 30, 2019 and 480,000 and 890,000 for the three and six months ended November 30, 2018, respectively, were excluded from the calculation of diluted earnings per share as their effect would have been anti-dilutive. There were 0 SARs identified as being anti-dilutive for the three months ended November 30, 2019.

NOTE 13—LEASES

 

We have leases for manufacturing facilities, warehouses, office facilities, equipment, and vehicles, which are primarily classified and accounted for as operating leases. We have a small portfolio of finance leases, which are not material to our Consolidated Financial Statements.  Some leases include one or more options to renew, generally at our sole discretion, with renewal terms that can extend the lease term from one to five years or more.  In addition, certain leases contain termination options, where the rights to terminate are held by either us, the lessor, or both parties. These options to extend or terminate a lease are included in the lease terms when it is reasonably certain that we will exercise that option.  We have made an accounting policy election not to recognize ROU assets and lease liabilities for leases with a term of twelve months or less, with no purchase option that we are reasonably certain to exercise.  ROU assets and lease liabilities are recognized based on the present value of the fixed and in-substance fixed lease payments over the lease term at the commencement date. The ROU assets also include any initial direct costs incurred and lease payments made at or before the commencement date and are reduced by lease incentives. We use our incremental borrowing rate as the discount rate to determine the present value of the lease payments for leases, as our leases do not have readily determinable implicit discount rates. Our incremental borrowing rate is the rate of interest that we would have to borrow on a collateralized basis over a similar term and amount in a similar economic environment. We determine the incremental borrowing rates for our leases by adjusting the local risk-free interest rate with a credit risk premium corresponding to our credit rating.  


Operating lease cost is recognized on a straight-line basis over the lease term.  Finance lease cost is recognized as a combination of the amortization expense for the ROU assets and interest expense for the outstanding lease liabilities using the discount rate discussed above.  The depreciable life of assets and leasehold improvements are limited by the expected lease term, unless there is a transfer of title or purchase option reasonably certain of exercise. Certain vendors have the right to declare that we are in default of our agreements if any such vendor, including the lessors under its vehicle leases, determines that a change in our financial condition poses a substantially increased credit risk.  Our lease agreements do not contain any significant residual value guarantees or material restrictive covenants.  Income from subleases was not significant for any period presented.

During the three months ended November 30, 2019, we incurred lease costs of $21.5 million, which is primarily comprised of operating lease cost of $17.8 million and other costs of $3.7 million which include costs for our finance leases, short-term leases, and variable lease payments.

During the six months ended November 30, 2019, we incurred lease costs of $42.2 million, which is primarily comprised of operating lease costs of $35.9 million and other costs of $6.3 million, which include costs for our finance leases, short-term leases and variable lease payments.

For the three and six months ended November 30, 2019, we paid approximately $17.1 million and $34.0 million, respectively, for operating lease obligations.  These payments are included in operating cash flows.  In addition, during the six months ended November 30, 2019, we recognized ROU assets for $41.1 million in exchange for new operating lease obligations. At November 30, 2019, the weighted-average remaining lease term under our operating leases was 9.2 years, while the weighted-average discount rate for our operating leases was approximately 3.8%.

The following represents our future undiscounted cash flows for each of the next five years and thereafter and reconciliation to the lease liabilities, as of November 30, 2019:

Year ending May 31,

 

Operating Leases

 

(In thousands)

 

 

 

 

2020 (excluding the six months ended November 30)

 

$

31,980

 

2021

 

 

55,648

 

2022

 

 

44,471

 

2023

 

 

34,573

 

2024

 

 

28,663

 

Thereafter

 

 

162,830

 

Total lease payments

 

$

358,165

 

Less imputed interest

 

 

63,300

 

Total present value of lease liabilities

 

$

294,865

 

As of November 30, 2019, our current lease liability balance was $51.0 million and recorded within Other Accrued Liabilities on our Consolidated Balance Sheet.  

Following is a summary of our future minimum lease commitments, as determined under ASC 840, for all non-cancelable lease agreements, for each of the next five years and in the aggregate, as of May 31, 2019:

Year ending May 31,

 

Operating Leases

 

(In thousands)

 

 

 

 

2020

 

$

59,163

 

2021

 

 

49,731

 

2022

 

 

40,339

 

2023

 

 

32,798

 

2024

 

 

27,716

 

Thereafter

 

 

119,607

 

Total lease payments

 

$

329,354

 

Related party leases and subleases were not significant during any period presented, and therefore are not disclosed. Further, we do not have leases that have not yet commenced, which would create significant rights and obligations for us, including any involvement with the construction or design of the underlying asset.


 

NOTE 1314 — PENSION PLANS

We offer defined benefit pension plans, defined contribution pension plans, and various postretirement benefit plans.  The following tables provide the retirement-related benefit plans’ impact on income before income taxes for the three and ninesix months ended February 28,November 30, 2019 and 2018:

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

Three Months Ended

 

 

Three Months Ended

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

Three Months Ended

 

 

Three Months Ended

 

Pension Benefits

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service cost

 

$

9,382

 

 

$

9,465

 

 

$

1,219

 

 

$

1,175

 

 

$

9,856

 

 

$

9,382

 

 

$

1,391

 

 

$

1,219

 

Interest cost

 

 

5,497

 

 

 

4,379

 

 

 

1,399

 

 

 

1,145

 

 

 

5,104

 

 

 

5,497

 

 

 

1,193

 

 

 

1,399

 

Expected return on plan assets

 

 

(8,467

)

 

 

(8,086

)

 

 

(2,051

)

 

 

(1,978

)

 

 

(8,573

)

 

 

(8,467

)

 

 

(1,834

)

 

 

(2,051

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost (credit)

 

 

29

 

 

 

29

 

 

 

(8

)

 

 

(6

)

 

 

2

 

 

 

29

 

 

 

(9

)

 

 

(8

)

Net actuarial losses recognized

 

 

3,272

 

 

 

3,618

 

 

 

319

 

 

 

451

 

 

 

4,629

 

 

 

3,272

 

 

 

523

 

 

 

319

 

Net Periodic Benefit Cost

 

$

9,713

 

 

$

9,405

 

 

$

878

 

 

$

787

 

 

$

11,018

 

 

$

9,713

 

 

$

1,264

 

 

$

878

 

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

Three Months Ended

 

 

Three Months Ended

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

Three Months Ended

 

 

Three Months Ended

 

Postretirement Benefits

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Service cost

 

$

-

 

 

$

-

 

 

$

392

 

 

$

311

 

 

$

-

 

 

$

-

 

 

$

429

 

 

$

392

 

Interest cost

 

 

48

 

 

 

43

 

 

 

291

 

 

 

224

 

 

 

37

 

 

 

48

 

 

 

282

 

 

 

291

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service (credit)

 

 

(55

)

 

 

(55

)

 

 

 

 

 

 

 

 

 

 

(55

)

 

 

(55

)

 

 

-

 

 

 

-

 

Net actuarial (gains) losses recognized

 

 

(6

)

 

 

6

 

 

 

115

 

 

 

79

 

 

 

(16

)

 

 

(6

)

 

 

158

 

 

 

115

 

Net Periodic Benefit (Credit) Cost

 

$

(13

)

 

$

(6

)

 

$

798

 

 

$

614

 

 

$

(34

)

 

$

(13

)

 

$

869

 

 

$

798

 

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

Six Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

Pension Benefits

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

Service cost

 

$

28,146

 

 

$

28,395

 

 

$

3,657

 

 

$

3,525

 

 

$

19,712

 

 

$

18,764

 

 

$

2,782

 

 

$

2,438

 

Interest cost

 

 

16,491

 

 

 

13,137

 

 

 

4,197

 

 

 

3,435

 

 

 

10,208

 

 

 

10,994

 

 

 

2,386

 

 

 

2,798

 

Expected return on plan assets

 

 

(25,401

)

 

 

(24,258

)

 

 

(6,153

)

 

 

(5,934

)

 

 

(17,146

)

 

 

(16,934

)

 

 

(3,668

)

 

 

(4,102

)

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service cost (credit)

 

 

87

 

 

 

87

 

 

 

(24

)

 

 

(18

)

 

 

4

 

 

 

58

 

 

 

(18

)

 

 

(16

)

Net actuarial losses recognized

 

 

9,816

 

 

 

10,854

 

 

 

957

 

 

 

1,353

 

 

 

9,258

 

 

 

6,544

 

 

 

1,046

 

 

 

638

 

Net Periodic Benefit Cost

 

$

29,139

 

 

$

28,215

 

 

$

2,634

 

 

$

2,361

 

 

$

22,036

 

 

$

19,426

 

 

$

2,528

 

 

$

1,756

 

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

 

Six Months Ended

 

 

Six Months Ended

 

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

Postretirement Benefits

 

2019

 

 

2018

 

 

2019

 

 

2018

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

-

 

 

$

-

 

 

$

858

 

 

$

784

 

Interest cost

 

 

74

 

 

 

96

 

 

 

564

 

 

 

582

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service (credit)

 

 

(110

)

 

 

(110

)

 

 

-

 

 

 

-

 

Net actuarial (gains) losses recognized

 

 

(32

)

 

 

(12

)

 

 

316

 

 

 

230

 

Net Periodic Benefit (Credit) Cost

 

$

(68

)

 

$

(26

)

 

$

1,738

 

 

$

1,596

 

 


22


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

U.S. Plans

 

 

Non-U.S. Plans

 

 

 

Nine Months Ended

 

 

Nine Months Ended

 

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

Postretirement Benefits

 

2019

 

 

2018

 

 

2019

 

 

2018

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Service cost

 

$

-

 

 

$

-

 

 

$

1,176

 

 

$

933

 

Interest cost

 

 

144

 

 

 

129

 

 

 

873

 

 

 

672

 

Amortization of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Prior service (credit)

 

 

(165

)

 

 

(165

)

 

 

-

 

 

 

-

 

Net actuarial (gains) losses recognized

 

 

(18

)

 

 

18

 

 

 

345

 

 

 

237

 

Net Periodic Benefit (Credit) Cost

 

$

(39

)

 

$

(18

)

 

$

2,394

 

 

$

1,842

 

Due to slightly higherlower discount rates and increased asset values, offset by higher interest cost and lump sum mortality rates, net periodic pension and postretirement cost for fiscal 20192020 is slightly higher than to our fiscal 2018 expense level.2019 expense. We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, but such changes are not expected to be material to our consolidated financial results. We previously disclosed in our financial statements for the fiscal year ended May 31, 20182019 that we expected to contribute approximately $1.3$0.9 million to our retirement plans in the U.S. and approximately $8.1$6.4 million to plans outside the U.S. during the current fiscal year.  However, during Februaryyear, and as of November 30, 2019, we contributed an additional $56.5 million to the RPM Retirement Plan in the U.S., which increases our total expected U.S. contributions to $57.8 million for the current fiscal year.those amounts remain unchanged.  

 

 

NOTE 1415 — CONTINGENCIES AND OTHER ACCRUED LOSSES

We provide, through our wholly owned insurance subsidiaries, certain insurance coverage, primarily product liability coverage, to our other subsidiaries. Excess coverage is provided by third-party insurers. Our product liability accruals provide for these potential losses as well as other uninsured claims.  Product liability accruals are established based upon actuarial calculations of potential liability using industry experience, actual historical experience and actuarial assumptions developed for similar types of product liability claims, including development factors and lag times.  To the extent there is a reasonable possibility that potential losses could exceed the amounts already accrued, we believe that the amount of any such additional loss would be immaterial to our results of operations, liquidity and consolidated financial position.

We also offer warranties on many of our products, as well as long-term warranty programs at certain of our businesses, and have established product warranty liabilities. We review these liabilities for adequacy on a quarterly basis and adjust them as necessary. The primary factors that could affect these liabilities may include changes in performance rates as well as costs of replacement. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted, as required, to reflect actual experience. It is probable that we will incur future losses related to warranty claims we have received but that have not been fully investigated and related to claims not yet received. While our warranty liabilities represent our best estimates at February 28,November 30, 2019, we can provide no assurances that we will not experience material claims in the future or that we will not incur significant costs to resolve such claims beyond the amounts accrued or beyond what we may recover from our suppliers. Based upon the nature of the expense, product warranty expense is recorded as a reduction of sales, as a component of cost of sales, or within selling, general and administrative expense.SG&A.

Also, due to the nature of our businesses, the amount of claims paid can fluctuate from one period to the next.  While our warranty liabilities represent our best estimates of our expected losses at any given time, from time-to-time we may revise our estimates based on our experience relating to factors such as weather conditions, specific circumstances surrounding product installations and other factors.

23


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following table includes the changes in our accrued warranty balances:

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

Beginning Balance

 

$

9,863

 

 

$

14,457

 

 

$

11,721

 

 

$

19,149

 

 

$

10,069

 

 

$

10,585

 

 

$

10,414

 

 

$

11,721

 

Deductions (1)

 

 

(4,283

)

 

 

(5,776

)

 

 

(17,557

)

 

 

(20,447

)

 

 

(5,721

)

 

 

(6,660

)

 

 

(11,380

)

 

 

(13,274

)

Provision charged to expense

 

 

4,091

 

 

 

2,540

 

 

 

15,507

 

 

 

12,519

 

 

 

6,207

 

 

 

5,938

 

 

 

11,521

 

 

 

11,416

 

Ending Balance

 

$

9,671

 

 

$

11,221

 

 

$

9,671

 

 

$

11,221

 

 

$

10,555

 

 

$

9,863

 

 

$

10,555

 

 

$

9,863

 

 

(1)

Primarily claims paid during the year.

In addition, like other companies participating in similar lines of business, some of our subsidiaries are involved in several proceedings relating to environmental matters.  It is our policy to accrue remediation costs when it is probable that such efforts will be required and the related costs can be reasonably estimated.  In general, our environmental accruals are undiscounted liabilities, which are exclusive of claims against third parties, and are not material to our financial statements during any of the periods presented.

Carboline Company previously was identified as a potentially responsible party in connection with a matter filed on behalf of the U.S. EPA claiming that Carboline Company, among other potentially responsible parties, violated Section 107 of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and seeking reimbursement for response costs incurred in connection with the release or threatened release of hazardous substances at the Lammers Barrel Superfund Site in Beavercreek, Ohio.  Subsequent to the end of the current quarter, Carboline Company agreed in principle to settle this matter for $1.3 million, which amount is subject to final approval and court entry of the proposed consent decree relating to this matter.  


We were notified by the SEC on June 24, 2014, that we are the subject of a formal investigation pertaining to the timing of our disclosure and accrual of loss reserves in fiscal 2013 with respect to the previously disclosed U.S. Department Of Justice (the “DOJ”) and the U.S. General Services Administration (the “GSA”) Office of Inspector General investigation into compliance issues relating to Tremco Roofing Division’s GSA contracts. As previously disclosed, our Audit Committee completed an investigation into the facts and circumstances surrounding the timing of our disclosure and accrual of loss reserves with respect to the GSA and DOJ investigation, and determined that it was appropriate to restate our financial results for the first, second and third quarters of fiscal 2013.  These restatements had no impact on our audited financial statements for the fiscal years ended May 31, 2013 or 2014. The Audit Committee’s investigation concluded that there was no intentional misconduct on the part of any of our officers.

In connection with the foregoing, on September 9, 2016, the SEC filed an enforcement action against us and our General Counsel.  We have cooperated with the SEC’s investigation and believe the allegations in the complaint mischaracterize both our and our General Counsel’s actions in connection with the matters related to our quarterly results in fiscal 2013 and are without merit.  Both we and our General Counsel filed motions to dismiss the complaint on February 24, 2017.  Those motions to dismiss the complaint were denied by the Court on September 29, 2017.  We and our General Counsel filed answers to the complaint on October 16, 2017.  Formal discovery commenced in January 2018 and is ongoing.closed as of June 3, 2019, other than one remaining discovery dispute.  The parties have engaged in written discovery, and depositions ofseveral fact witnesses began in September 2018.  Further depositions scheduled in Januarywere deposed.  The dispositive motion briefing schedule was vacated by the Court on July 2, 2019, were put on hold due to the U.S. government shutdown.  The Court recently granted a joint motion to modify the case schedule in light of the delay resulting from the U.S. government shutdown,remaining discovery dispute, and set deadlines including May 10, 2019 for discovery, July 19, 2019 for our and our General Counsel’s dispositive motions, September 13, 2019 for the SEC’s oppositions and cross-dispositive motions, October 11, 2019 for our and our General Counsel’s reply briefs and cross-oppositions, and November 8, 2019 for the SEC’s cross-reply brief.will be reset once this dispute is fully resolved.  We intend to continue to contest the allegations in the complaint vigorously.

Also in connection with the foregoing, a stockholder derivative action was filed in the United States District Court, Northern District of Ohio, Eastern Division, against certain of our directors and officers. The court has stayed this stockholder derivative action pending the completion of the SEC enforcement action.

The action by the SEC could result in sanctions against us and/or our General Counsel and could impose substantial additional costs and distractions, regardless of its outcome. We have determined that it is probable that we will incur a loss relating to this matter and have estimated a range of potential loss. We have accrued at the low end of the range of loss, as no amount within the range is more likely to occur, and no amount within the estimated range of loss would have a material impact on our consolidated financial condition, results of operations or cash flows.

With respect to a previously disclosed case pending against one of our subsidiaries in which both trade secret and trademark infringement had been alleged, during the quarter ended November 30, 2018, we agreed to settle the case for $6.5 million.

24


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

NOTE 1516 – REVENUE

We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings and roofing systems, sealants and adhesives.  We disaggregate revenues from the sales of our products and services based upon geographical location by each of our reportable segments, which are aligned by similar economic factors, trends and customers, which best depict the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  See Note 16,17, “Segment Information,” for further details regarding our disaggregated revenues as well as a description of each of the unique revenue streams related to each of our three4 reportable segments.

 

Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The majority of our revenue is recognized at a point in time.  However, we also record revenues generated under construction contracts, mainly in connection with the installation of specialized roofing and flooring systems and related services. For certain polymer flooring installation projects, we account for our revenue using the output method, as we consider square footage of completed flooring to be the best measure of progress toward the complete satisfaction of the performance obligation.  In contrast, for certain of our roofing installation projects, we account for our revenue using the input method, as that method was the best measure of performance as it considers costs incurred in relation to total expected project costs, which essentially represents the transfer of control for roofing systems to the customer.  In general, for our construction contracts, we record contract revenues and related costs as our contracts progress on an over-time model.

 

We have elected to apply the practical expedient to recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Payment terms and conditions vary by contract type, although our customers’ payment terms generally include a requirement to pay within 30 to 60 days of fulfilling our performance obligations.  In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component.  We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs as a significant portion of these costs are incurred prior to control transfer.


Significant Judgments

Our contracts with customers may include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For example, judgment is required to determine whether products sold in connection with the sale of installation services are considered distinct and accounted for separately, or not distinct and accounted for together with installation services and recognized over time.

We provide customer rebate programs and incentive offerings, including special pricing and co-operative advertising arrangements, promotions and other volume-based incentives. These customer programs and incentives are considered variable consideration. We include in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the variable consideration is resolved. In general, this determination is made based upon known customer program and incentive offerings at the time of sale, and expected sales volume forecasts as it relates to our volume-based incentives. This determination is updated each reporting period.  Certain of our contracts include contingent consideration that is receivable only upon the final inspection and acceptance of a project.  We include estimates of such variable consideration in our transaction price. Based on historical experience, we consider the probability-based expected value method appropriate to estimate the amount of such variable consideration.

Our products are generally sold with a right of return and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available.  We record a right of return liability to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.

We offer assurance type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term.  Warranty liabilities for our assurance type warranties are discussed further in Note 14.15, “Contingencies and Other Accrued Losses.”

25


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing customers. Our contract assets are recorded for products and services that have been provided to our customer but have not yet been billed, and are included in prepaid expenses and other current assets in our consolidated balance sheets. Our short-term contract liabilities consist of advance payments, or deferred revenue, and are included in other accrued liabilities in our consolidated balance sheets.

 

Accounts receivable, net of allowances, and net contract assets (liabilities) consisted of the following:

 

 

February 28, 2019

 

 

November 30, 2018

 

 

$ Change

 

 

% Change

 

 

November 30, 2019

 

 

August 31, 2019

 

 

$ Change

 

 

% Change

 

(In thousands, except percents)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, less allowance

 

$

961,628

 

 

$

1,013,030

 

 

$

(51,402

)

 

 

-5.1

%

 

$

1,047,813

 

 

$

1,109,259

 

 

$

(61,446

)

 

 

-5.5

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract assets

 

$

11,204

 

 

$

15,955

 

 

$

(4,751

)

 

 

-29.8

%

 

$

18,959

 

 

$

26,434

 

 

$

(7,475

)

 

 

-28.3

%

Contract liabilities - short-term

 

 

(24,697

)

 

 

(23,454

)

 

 

(1,243

)

 

 

5.3

%

 

 

(25,205

)

 

 

(27,402

)

 

 

2,197

 

 

 

-8.0

%

Net Contract Liabilities

 

$

(13,493

)

 

$

(7,499

)

 

$

(5,994

)

 

 

79.9

%

 

$

(6,246

)

 

$

(968

)

 

$

(5,278

)

 

 

545.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except percents)

 

November 30, 2019

 

 

May 31, 2019

 

 

$ Change

 

 

% Change

 

 

February 28, 2019

 

 

May 31, 2018

 

 

$ Change

 

 

% Change

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(In thousands, except percents)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts receivable, less allowance

 

$

961,628

 

 

$

1,113,818

 

 

$

(152,190

)

 

 

-13.7

%

 

$

1,047,813

 

 

$

1,232,350

 

 

$

(184,537

)

 

 

-15.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Contract assets

 

$

11,204

 

 

$

18,212

 

 

$

(7,008

)

 

 

-38.5

%

 

$

18,959

 

 

$

21,628

 

 

$

(2,669

)

 

 

-12.3

%

Contract liabilities - short-term

 

 

(24,697

)

 

 

(23,335

)

 

 

(1,362

)

 

 

5.8

%

 

 

(25,205

)

 

 

(25,896

)

 

 

691

 

 

 

-2.7

%

Net Contract Liabilities

 

$

(13,493

)

 

$

(5,123

)

 

$

(8,370

)

 

 

163.4

%

 

$

(6,246

)

 

$

(4,268

)

 

$

(1,978

)

 

 

46.3

%

 

The allowance for doubtful accounts reflects our best estimate of probable losses inherent in the accounts receivable balance. We determine the allowance based on known troubled accounts, historical experience, and other currently available evidence. The $6.0$5.3 million change in our net contract liabilities from August 31, 2019 to November 30, 2018 to February 28, 2019 and the $8.4$2.0 million change in our net contract liabilities from May 31, 20182019 to February 28,November 30, 2019 resulted primarily from the seasonality associated withtiming of construction jobs in progress during peak summer months versus later inprogress.  During the calendar year,first quarter of fiscal 2020, we performed a substantial amount of work on construction projects and as wellsuch, our unbilled


revenue was higher at August 31, 2019 than it was at May 31, 2019.  During the second quarter of fiscal 2020, our unbilled revenues declined as the timing of revenue recognition under the new standard.projects and billings were completed.  We also record long-term deferred revenue, which amounted to $64.7$67.1 million, $65.6 million and $64.1$66.5 million as of February 28,November 30, 2019, August 31, 2019 and May 31, 2018,2019, respectively.  The long-term portion of deferred revenue is related to assurance type warranty contracts and is included in other long-term liabilities in our consolidated balance sheets.

We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance obligations that are part of a contract with an original expected duration of one year or less.

We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. As our contract terms are primarily one year or less in duration, we have elected to apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include our internal sales force compensation program and certain incentive programs as we have determined annual compensation is commensurate with annual sales activities.

 

 

NOTE 1617 — SEGMENT INFORMATION

During the quarter ended August 31, 2018,Effective June 1, 2019, we made the determination to streamlinerealigned certain businesses and management structures withinstructure to recognize how we allocate resources and analyze the operating performance of our industrial reportable segment.  Asbusinesses. Among other things, the realignment of certain businesses occurred as a result of the 2020 MAP to Growth plan that was approved and initiated between May and August 2018.  As we began to execute on our former tremco illbruck Group, Tremco Groupoperating improvement initiatives, we identified ways to realign certain businesses, and several components fromconcluded that moving to an expanded reporting structure could help us to better manage our Performance Coatings Group, including our Euclidassets and Flowcrete businesses, were combined to form a new Construction Products Group.  There were no changes inimprove synergies across the composition of any ofenterprise.  

This realignment changed our reportable segments beginning with our first quarter of fiscal 2020.  As such we now report under 4 reportable segments instead of our 3 previous reportable segments.  Our four reporting segments are: the CPG reportable segment, PCG reportable segment, Consumer reportable segment and therefore, previously reportedSpecialty reportable segment.  In connection with the realignment, we shifted our Kirker business segment information remains unchanged.out of Consumer into Specialty, and also shifted our Dryvit and Nudura businesses out of Specialty into CPG. The newly formed CPG also includes our Tremco, Tremco illbruck, Euclid Chemical, Viapol, Vandex and Flowcrete businesses. PCG includes Stonhard, Carboline, USL and Fibergrate businesses, while Consumer comprises the Rust-Oleum and DAP businesses.  

26


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings and roofing systems, sealants and adhesives. We manage our portfolio by organizing our businesses and product lines into threefour reportable segments: the industrial reportable segment, the consumer reportable segment and the specialty reportable segment.segments as outlined above, which also represent our operating segments. Within each reportableoperating segment, we aggregate operating segments ormanage product lines that consist of individual companies or groups of companies and product lines,businesses which generally address common markets, share similar economic characteristics, utilize similar technologies and can share manufacturing or distribution capabilities. Our six4 operating segments represent components of our business for which separate financial information is available that is utilized on a regular basis by our chief operating decision maker in determining how to allocate the assets of the company and evaluate performance. These sixfour operating segments are each managed by an operating segment manager, who is responsible for the day-to-day operating decisions and performance evaluation of the operating segment’s underlying businesses. We evaluate the profit performance of our segments primarily based on income before income taxes, but also look to earnings (loss) before interest and taxes (“EBIT”), and/or adjusted EBIT, as a performance evaluation measure because interest expense is essentially related to acquisitions, as opposed to segment operations.

Our industrialCPG reportable segment products are sold throughout North America and also account for the majority of our international sales. Our industrialconstruction product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. The industrial reportable segment comprises two separate operating segments — Construction Products Group and Performance Coatings Group. Products and services within this reportable segment include construction sealants and adhesives, coatings and chemicals, roofing systems, concrete admixture and repair products, building envelope solutions, insulated cladding, flooring systems, and weatherproofing solutions.  

Our PCG reportable segment products are sold throughout North America, as well as internationally, and are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other sealants,commercial customers. Products and polymer flooring.services within this reportable segment include high-performance flooring solutions, corrosion control and fireproofing coatings, infrastructure repair systems, fiberglass reinforced plastic gratings and drainage systems.  


Our consumerConsumer reportable segment manufactures and markets professional use and do-it-yourself (“DIY”) products for a variety of mainly consumer applications, including home improvement and personal leisure activities. Our consumerConsumer segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe and other parts of the world. Our consumer reportable segment products are primarily sold directly to mass merchandisers, home improvement centers, hardware stores, paint stores, craft shops cosmetic companies and through distributors. ThisThe Consumer reportable segment comprises three operating segments — Rust-Oleum Group, DAP Group and SPG-Consumer Group. Products within this reportable segmentoffers products that include specialty, hobby and professional paints; nail enamels; caulks; adhesives; silicone sealants and wood stains.

Our specialtySpecialty reportable segment products are sold throughout North America and a few international locations, primarily in Europe. Our specialty product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. The specialtySpecialty reportable segment is a single operating segment, which offers products that include industrial cleaners, restoration services equipment, colorants, nail enamels, exterior finishes, edible coatings and specialty glazes for pharmaceutical and food industries, and other specialty OEMoriginal equipment manufacturer (“OEM”) coatings.

In addition to our threefour reportable segments, there is a category of certain business activities and expenses, referred to as corporate/other, that does not constitute an operating segment. This category includes our corporate headquarters and related administrative expenses, results of our captive insurance companies, gains or losses on the sales of certain assets and other expenses not directly associated with any reportable segment. Assets related to the corporate/other category consist primarily of investments, prepaid expenses and headquarters’ property and equipment. These corporate and other assets and expenses reconcile reportable segment data to total consolidated income before income taxes and identifiable assets.

We reflect income from our joint ventures on the equity method, and receive royalties from our licensees.


27


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

The following tables present a disaggregation of revenues by geography, and reflect the results of our reportable segments consistent with our management philosophy, by representing the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.  Information for all periods presented has been recast to reflect the current year change in reportable segments.

 

Three Months Ended February 28, 2019

 

Industrial Segment

 

 

Consumer Segment

 

 

Specialty Segment

 

 

Consolidated

 

Three Months Ended November 30, 2019

 

CPG Segment

 

 

PCG Segment

 

 

Consumer

Segment

 

 

Specialty

Segment

 

 

Consolidated

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (based on shipping location)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

299,442

 

 

$

304,184

 

 

$

137,181

 

 

$

740,807

 

 

$

270,908

 

 

$

173,747

 

 

$

358,500

 

 

$

124,560

 

 

$

927,715

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

40,378

 

 

 

21,404

 

 

 

8,211

 

 

 

69,993

 

 

 

46,199

 

 

 

19,309

 

 

 

27,075

 

 

 

2,555

 

 

 

95,138

 

Europe

 

 

154,753

 

 

 

43,888

 

 

 

21,060

 

 

 

219,701

 

 

 

117,548

 

 

 

69,999

 

 

 

48,741

 

 

 

20,946

 

 

 

257,234

 

Latin America

 

 

44,420

 

 

 

6,781

 

 

 

306

 

 

 

51,507

 

 

 

43,084

 

 

 

8,842

 

 

 

7,327

 

 

 

349

 

 

 

59,602

 

Asia Pacific

 

 

28,415

 

 

 

6,904

 

 

 

7,987

 

 

 

43,306

 

 

 

19,468

 

 

 

6,670

 

 

 

6,874

 

 

 

9,760

 

 

 

42,772

 

Other Foreign

 

 

13,481

 

 

 

1,835

 

 

 

-

 

 

 

15,316

 

 

 

2,303

 

 

 

14,145

 

 

 

2,383

 

 

 

 

 

 

 

18,831

 

Total Foreign

 

 

281,447

 

 

 

80,812

 

 

 

37,564

 

 

 

399,823

 

 

 

228,602

 

 

 

118,965

 

 

 

92,400

 

 

 

33,610

 

 

 

473,577

 

Total

 

$

580,889

 

 

$

384,996

 

 

$

174,745

 

 

$

1,140,630

 

 

$

499,510

 

 

$

292,712

 

 

$

450,900

 

 

$

158,170

 

 

$

1,401,292

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended February 28, 2018

 

Industrial Segment

 

 

Consumer Segment

 

 

Specialty Segment

 

 

Consolidated

 

Three Months Ended November 30, 2018

 

CPG Segment

 

 

PCG Segment

 

 

Consumer

Segment

 

 

Specialty

Segment

 

 

Consolidated

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (based on shipping location)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

277,374

 

 

$

280,422

 

 

$

137,863

 

 

$

695,659

 

 

$

229,385

 

 

$

169,518

 

 

$

329,934

 

 

$

142,549

 

 

$

871,386

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

40,006

 

 

 

19,421

 

 

 

3,144

 

 

 

62,571

 

 

 

53,734

 

 

 

22,671

 

 

 

23,403

 

 

 

2,434

 

 

 

102,242

 

Europe

 

 

155,127

 

 

 

46,997

 

 

 

20,929

 

 

 

223,053

 

 

 

128,628

 

 

 

64,156

 

 

 

54,478

 

 

 

22,580

 

 

 

269,842

 

Latin America

 

 

50,763

 

 

 

6,946

 

 

 

332

 

 

 

58,041

 

 

 

36,308

 

 

 

8,550

 

 

 

7,281

 

 

 

364

 

 

 

52,503

 

Asia Pacific

 

 

29,021

 

 

 

7,643

 

 

 

7,829

 

 

 

44,493

 

 

 

19,397

 

 

 

9,312

 

 

 

7,919

 

 

 

10,091

 

 

 

46,719

 

Other Foreign

 

 

16,919

 

 

 

1,941

 

 

 

-

 

 

 

18,860

 

 

 

(154

)

 

 

17,753

 

 

 

2,240

 

 

 

-

 

 

 

19,839

 

Total Foreign

 

 

291,836

 

 

 

82,948

 

 

 

32,234

 

 

 

407,018

 

 

 

237,913

 

 

 

122,442

 

 

 

95,321

 

 

 

35,469

 

 

 

491,145

 

Total

 

$

569,210

 

 

$

363,370

 

 

$

170,097

 

 

$

1,102,677

 

 

$

467,298

 

 

$

291,960

 

 

$

425,255

 

 

$

178,018

 

 

$

1,362,531

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended February 28, 2019

 

Industrial Segment

 

 

Consumer Segment

 

 

Specialty Segment

 

 

Consolidated

 

Six Months Ended November 30, 2019

 

CPG Segment

 

 

PCG Segment

 

 

Consumer

Segment

 

 

Specialty

Segment

 

 

Consolidated

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (based on shipping location)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

��

 

 

 

 

United States

 

$

1,118,016

 

 

$

1,021,933

 

 

$

452,918

 

 

$

2,592,867

 

 

$

578,567

 

 

$

355,653

 

 

$

739,729

 

 

$

256,291

 

 

$

1,930,240

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

163,141

 

 

 

73,813

 

 

 

32,058

 

 

 

269,012

 

 

 

96,642

 

 

 

40,282

 

 

 

59,580

 

 

 

4,783

 

 

 

201,287

 

Europe

 

 

526,962

 

 

 

159,118

 

 

 

70,041

 

 

 

756,121

 

 

 

231,850

 

 

 

134,458

 

 

 

99,750

 

 

 

41,785

 

 

 

507,843

 

Latin America

 

 

136,905

 

 

 

20,183

 

 

 

976

 

 

 

158,064

 

 

 

85,931

 

 

 

17,283

 

 

 

13,642

 

 

 

781

 

 

 

117,637

 

Asia Pacific

 

 

87,626

 

 

 

21,735

 

 

 

23,559

 

 

 

132,920

 

 

 

39,864

 

 

 

14,094

 

 

 

13,055

 

 

 

14,618

 

 

 

81,631

 

Other Foreign

 

 

48,180

 

 

 

5,986

 

 

 

-

 

 

 

54,166

 

 

 

2,761

 

 

 

28,183

 

 

 

4,474

 

 

 

 

 

 

 

35,418

 

Total Foreign

 

 

962,814

 

 

 

280,835

 

 

 

126,634

 

 

 

1,370,283

 

 

 

457,048

 

 

 

234,300

 

 

 

190,501

 

 

 

61,967

 

 

 

943,816

 

Total

 

$

2,080,830

 

 

$

1,302,768

 

 

$

579,552

 

 

$

3,963,150

 

 

$

1,035,615

 

 

$

589,953

 

 

$

930,230

 

 

$

318,258

 

 

$

2,874,056

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Nine Months Ended February 28, 2018

 

Industrial Segment

 

 

Consumer Segment

 

 

Specialty Segment

 

 

Consolidated

 

Six Months Ended November 30, 2018

 

CPG Segment

 

 

PCG Segment

 

 

Consumer

Segment

 

 

Specialty

Segment

 

 

Consolidated

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Sales (based on shipping location)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

 

$

1,038,594

 

 

$

920,714

 

 

$

444,424

 

 

$

2,403,732

 

 

$

519,184

 

 

$

346,975

 

 

$

705,470

 

 

$

280,430

 

 

$

1,852,059

 

Foreign

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Canada

 

 

166,056

 

 

 

69,658

 

 

 

16,253

 

 

 

251,967

 

 

 

97,072

 

 

 

44,859

 

 

 

52,408

 

 

 

4,680

 

 

 

199,019

 

Europe

 

 

517,303

 

 

 

164,678

 

 

 

69,553

 

 

 

751,534

 

 

 

253,915

 

 

 

124,769

 

 

 

112,354

 

 

 

45,380

 

 

 

536,418

 

Latin America

 

 

145,315

 

 

 

20,582

 

 

 

1,085

 

 

 

166,982

 

 

 

74,293

 

 

 

18,190

 

 

 

13,403

 

 

 

671

 

 

 

106,557

 

Asia Pacific

 

 

84,087

 

 

 

24,251

 

 

 

24,344

 

 

 

132,682

 

 

 

39,687

 

 

 

19,525

 

 

 

14,831

 

 

 

15,572

 

 

 

89,615

 

Other Foreign

 

 

50,528

 

 

 

6,062

 

 

 

-

 

 

 

56,590

 

 

 

639

 

 

 

34,061

 

 

 

4,152

 

 

 

-

 

 

 

38,852

 

Total Foreign

 

 

963,289

 

 

 

285,231

 

 

 

111,235

 

 

 

1,359,755

 

 

 

465,606

 

 

 

241,404

 

 

 

197,148

 

 

 

66,303

 

 

 

970,461

 

Total

 

$

2,001,883

 

 

$

1,205,945

 

 

$

555,659

 

 

$

3,763,487

 

 

$

984,790

 

 

$

588,379

 

 

$

902,618

 

 

$

346,733

 

 

$

2,822,520

 

28


RPM INTERNATIONAL INC. AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS – (Continued)


 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Income (Loss) Before Income Taxes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Segment

 

$

11,368

 

 

$

17,804

 

 

$

134,818

 

 

$

174,402

 

CPG Segment

 

$

57,123

 

 

$

35,357

 

 

$

139,803

 

 

$

100,401

 

PCG Segment

 

 

33,320

 

 

 

22,299

 

 

 

61,377

 

 

$

30,624

 

Consumer Segment

 

 

23,212

 

 

 

29,123

 

 

 

115,747

 

 

 

146,576

 

 

 

34,456

 

 

 

41,836

 

 

 

93,614

 

 

 

92,805

 

Specialty Segment

 

 

17,147

 

 

 

22,792

 

 

 

74,927

 

 

 

90,398

 

 

 

18,762

 

 

 

26,119

 

 

 

42,089

 

 

 

49,935

 

Corporate/Other

 

 

(47,263

)

 

 

(35,021

)

 

 

(162,497

)

 

 

(112,213

)

 

 

(41,908

)

 

 

(59,018

)

 

 

(92,281

)

 

 

(115,234

)

Consolidated

 

$

4,464

 

 

$

34,698

 

 

$

162,995

 

 

$

299,163

 

 

$

101,753

 

 

$

66,593

 

 

$

244,602

 

 

$

158,531

 

 

 

 

 

 

November 30,

 

 

May 31,

 

 

 

2019

 

 

2019

 

 

 

(In thousands)

 

Identifiable Assets

 

 

 

 

 

 

 

 

CPG Segment

 

$

1,581,862

 

 

$

1,573,329

 

PCG Segment

 

 

975,423

 

 

 

951,644

 

Consumer Segment

 

 

2,001,829

 

 

 

1,953,279

 

Specialty Segment

 

 

716,471

 

 

 

689,133

 

Corporate/Other

 

 

305,413

 

 

 

273,970

 

Consolidated

 

$

5,580,998

 

 

$

5,441,355

 

NOTE 1718SUBSEQUENT EVENTSGOODWILL

As

We account for goodwill and other intangible assets in accordance with the provisions of April 8, 2019, weASC 350 and account for business combinations using the acquisition method of accounting and, accordingly, the assets and liabilities of the entities acquired are recorded at their estimated fair values at the acquisition date. Goodwill represents the excess of the purchase price paid over the fair value of net assets acquired, including the amount assigned to identifiable intangible assets.

We assess goodwill for impairment annually during the fourth quarter, or more frequently, if events and circumstances indicate impairment may have repurchased 467,862 sharesoccurred. We test goodwill for impairment at the reporting unit level. Goodwill is assigned to reporting units that are expected to benefit from the synergies of RPM common stock since February 28, 2019, atthe business combination as of the acquisition date. Once goodwill has been allocated to the reporting units, it no longer retains its identification with a costparticular acquisition and becomes identified with the reporting unit in its entirety. Accordingly, the fair value of approximately $27.0 million, or an averagethe reporting unit as a whole is available to support the recoverability of $57.71, underits goodwill. We evaluate our reporting units when changes in our operating structure occur, and if necessary, reassign goodwill using a relative fair value allocation approach.

Subsequent to our prior annual impairment test as of the stock repurchase program describedfirst day of our fourth fiscal quarter, the composition of our reportable segments was revised, as further discussed in Note 11.17, “Segment Information.”  Prior to implementing the revised segment reporting structure beginning in fiscal 2020, our previously disclosed Industrial Segment comprised 2 operating segments, the CPG operating segment and the PCG operating segment.  Each of these operating segments comprised several reporting units, all of which were tested during our last annual goodwill impairment test during the fourth quarter of fiscal 2019.  

Also, in connection with our 2020 Map to Growth initiative, we realigned certain businesses and management structure within our Specialty segment.  As such, our former Wood Finishes Group reporting unit was split into 2 separate reporting units: Guardian and Wood Finishes Group.  Additionally, our former Kop-Coat Group reporting unit was split into 2 reporting units:  Kop-Coat Industrial Protection Products and Kop-Coat Group.  We performed a goodwill impairment test for each of the new reporting units upon the change in reportable segments, business realignment and management structure using a quantitative assessment.  We concluded that the estimated fair values exceeded the carrying values for these new reporting units, and accordingly, no indications of impairment were identified as a result of these changes during the first quarter of fiscal 2020.  


The following table summarizes the changes in the carrying amount of goodwill, by reportable segment, for the periods presented:

 

 

 

CPG

 

 

PCG

 

 

Industrial

 

 

Consumer

 

 

Specialty

 

 

 

 

 

(In thousands)

 

Segment

 

 

Segment

 

 

Segment

 

 

Segment

 

 

Segment

 

 

Total

 

Balance as of May 31, 2019

 

$

-

 

 

$

-

 

 

$

526,419

 

 

$

499,387

 

 

$

219,956

 

 

$

1,245,762

 

Allocation to new segments

 

 

407,429

 

 

 

185,259

 

 

 

(526,419

)

 

 

 

 

 

 

(66,269

)

 

 

-

 

Acquisitions

 

 

14,689

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

14,689

 

Translation adjustments

 

 

(3,578

)

 

 

(2,577

)

 

 

 

 

 

 

(3,568

)

 

 

(910

)

 

 

(10,633

)

Balance as of August 31, 2019

 

 

418,540

 

 

 

182,682

 

 

 

-

 

 

 

495,819

 

 

 

152,777

 

 

 

1,249,818

 

Acquisitions

 

 

 

 

 

 

3,023

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,023

 

Translation adjustments

 

 

1,198

 

 

 

2,683

 

 

 

 

 

 

 

2,235

 

 

 

599

 

 

 

6,715

 

Balance as of November 30, 2019

 

$

419,738

 

 

$

188,388

 

 

$

-

 

 

$

498,054

 

 

$

153,376

 

 

$

1,259,556

 

 


ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Our financial statements include all of our majority-owned subsidiaries.  Investments in less-than-majority-owned joint ventures for which we have the ability to exercise significant influence over are accounted for under the equity method. Preparation of our financial statements requires the use of estimates and assumptions that affect the reported amounts of our assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. We continually evaluate these estimates, including those related to our allowances for doubtful accounts; inventories; allowances for recoverable taxes; uncertain tax positions; useful lives of property, plant and equipment; goodwill and other intangible assets; environmental, warranties and other contingent liabilities; derivative and hedging; income tax valuation allowances; pension plans; and the fair value of financial instruments. We base our estimates on historical experience, our most recent facts, and other assumptions that we believe to be reasonable under the circumstances. These estimates form the basis for making judgments about the carrying values of our assets and liabilities. Actual results, which are shaped by actual market conditions, may differ materially from our estimates.

Goodwill

Our annual goodwill impairment analysis for fiscal 2018 did not result in any indicators of impairment.  Should the future earnings and cash flows at our reporting units decline and/or discount rates increase, future impairment charges to goodwill and other intangible assets may be required.

In connection with our 2020 MAP to Growth initiatives, during the current quarter ended February 28, 2019, we changed the composition of certain of our reporting units that are included in our industrial reportable segment.  Accordingly, we performed an interim impairment test for each reporting unit that changed in accordance with ASC 350, “Intangibles – Goodwill and Other.”  Our assessment for the quarter ended February 28, 2019 did not indicate the presence of any goodwill impairment for any of the reporting units tested.  However, the interim impairment test for our Construction Products Group – Europe, which has approximately $125.0 million of goodwill, resulted in an excess of fair value over carrying value of approximately 9% using the income approach.  We will continue to monitor the performance of this reporting unit in fiscal 2019.  If the timing of projected economic recovery in Europe and planned improvements in operational efficiencies for these businesses are not achieved, impairment of intangible assets, including goodwill, and other long-lived assets, could result.

A comprehensive discussion of the accounting policies and estimates that are the most critical to our financial statements are set forth in our Annual Report on Form 10-K for the year ended May 31, 2018.  Other than our June 1, 2018 adoption of ASC 606, which is more fully described in Note 15, “Revenue,” and changes outlined in Note 2, “New Accounting Pronouncements,” there have been no significant changes in critical accounting policies or estimates since May 31, 2018.2019.

BUSINESS SEGMENT INFORMATION

During the quarter ended August 31, 2018,Effective June 1, 2019, we made the determination to streamlinerealigned certain businesses and management structures withinstructure to recognize how we allocate resources and analyze the operating performance of our industrial reportable segment.  Asbusinesses. Among other things, the realignment of certain businesses occurred as a result of the 2020 MAP to Growth plan that was approved and initiated between May and August 2018.  As we began to execute on our former tremco illbruck Group, Tremco Groupoperating improvement initiatives, we identified ways to realign certain businesses, and several components fromconcluded that moving to an expanded reporting structure could help us to better manage our Performance Coatings Group, including our Euclidassets and Flowcrete businesses, were combined to form a new Construction Products Group. There were no changes inimprove synergies across the composition of any ofenterprise.

This realignment changed our reportable segments and, therefore, previously reported business segment information remains unchanged.

We operate a portfoliobeginning with our first quarter of businesses and product lines that manufacture and sell a varietyfiscal 2020.  As such, as of specialty paints, protective coatings and roofing systems, sealants and adhesives. We manage our portfolio by organizing our businesses and product lines into threeJune 1, 2019, we began reporting under four reportable segments: the industrial reportable segment, the consumer reportable segment and the specialty reportable segment. Within each reportable segment, we aggregate operating segments or product lines that consist of individual companies or groups of companies and product lines, which generally address common markets, share similar economic characteristics, utilize similar technologies and can share manufacturing or distribution capabilities. Our six operating segments represent componentsinstead of our businessthree previous reportable segments.  See Note 17, “Segment Information,” to the Consolidated Financial Statements for which separate financial information is available that is utilized on a regular basis by our chief operating decision maker in determining how to allocate the assets of the company and evaluate performance. These six operating segments are each managed by an operating segment manager, who is responsible for the day-to-day operating decisions and performance evaluation of the operating segment’s underlying businesses. We evaluate the profit performance of our segments primarily based on income before income taxes, but also look to earnings (loss) before interest and taxes (“EBIT”) as a performance evaluation measure because interest expense is essentially related to acquisitions, as opposed to segment operations.

Our industrial reportable segment products are sold throughout North America and also account for the majority of our international sales. Our industrial product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. The industrial reportable segment comprises two separate operatingfurther detail.


segments — Construction Products Group and Performance Coatings Group. Products and services within this reportable segment include construction chemicals, roofing systems, weatherproofing and other sealants, and polymer flooring.

Our consumer reportable segment manufactures and markets professional use and do-it-yourself (“DIY”) products for a variety of mainly consumer applications, including home improvement and personal leisure activities. Our consumer segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe and other parts of the world. Our consumer reportable segment products are primarily sold directly to mass merchandisers, home improvement centers, hardware stores, paint stores, craft shops, cosmetic companies and through distributors. This reportable segment comprises three operating segments — Rust-Oleum Group, DAP Group and SPG-Consumer Group. Products within this reportable segment include specialty, hobby and professional paints; nail enamels; caulks; adhesives; silicone sealants and wood stains.

Our specialty reportable segment products are sold throughout North America and a few international locations, primarily in Europe. Our specialty product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. The specialty reportable segment is a single operating segment, which offers products that include industrial cleaners, restoration services equipment, colorants, exterior finishes, edible coatings and specialty glazes for pharmaceutical and food industries, and other specialty OEM coatings.

In addition to our three reportable segments, there is a category of certain business activities and expenses, referred to as corporate/other, that does not constitute an operating segment. This category includes our corporate headquarters and related administrative expenses, results of our captive insurance companies, gains or losses on the sales of certain assets and other expenses not directly associated with any reportable segment. Assets related to the corporate/other category consist primarily of investments, prepaid expenses and headquarters’ property and equipment. These corporate and other assets and expenses reconcile reportable segment data to total consolidated income before income taxes, interest expense and earnings before interest and taxes.

We reflect income from our joint ventures on the equity method, and receive royalties from our licensees.


The following tables reflect the results of our reportable segments consistent with our management philosophy, and represent the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses. Information for all periods presented has been recast to reflect the current year change in reportable segments.

 

 

Three Months Ended

 

 

Nine Months Ended

 

 

Three Months Ended

 

 

Six Months Ended

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

February 28,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

November 30,

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

2019

 

 

2018

 

 

(In thousands)

 

 

 

 

 

 

 

 

 

 

(In thousands)

 

Net Sales

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Segment

 

$

580,889

 

 

$

569,210

 

 

$

2,080,830

 

 

$

2,001,883

 

CPG Segment

 

$

499,510

 

 

$

467,298

 

 

$

1,035,615

 

 

$

984,790

 

PCG Segment

 

 

292,712

 

 

 

291,960

 

 

 

589,953

 

 

 

588,379

 

Consumer Segment

 

 

384,996

 

 

 

363,370

 

 

 

1,302,768

 

 

 

1,205,945

 

 

 

450,900

 

 

 

425,255

 

 

 

930,230

 

 

 

902,618

 

Specialty Segment

 

 

174,745

 

 

 

170,097

 

 

 

579,552

 

 

 

555,659

 

 

 

158,170

 

 

 

178,018

 

 

 

318,258

 

 

 

346,733

 

Consolidated

 

$

1,140,630

 

 

$

1,102,677

 

 

$

3,963,150

 

 

$

3,763,487

 

 

$

1,401,292

 

 

$

1,362,531

 

 

$

2,874,056

 

 

$

2,822,520

 

Income Before Income Taxes (a)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Industrial Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

CPG Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes (a)

 

$

57,123

 

 

$

35,357

 

 

$

139,803

 

 

$

100,401

 

Interest (Expense), Net (b)

 

 

(2,074

)

 

 

(2,189

)

 

 

(4,101

)

 

 

(4,479

)

EBIT (c)

 

$

59,197

 

 

$

37,546

 

 

$

143,904

 

 

$

104,880

 

PCG Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes (a)

 

$

11,368

 

 

$

17,804

 

 

$

134,818

 

 

$

174,402

 

 

$

33,320

 

 

$

22,299

 

 

$

61,377

 

 

$

30,624

 

Interest (Expense), Net (b)

 

 

(2,556

)

 

 

(2,505

)

 

 

(7,366

)

��

 

(7,572

)

 

 

25

 

 

 

(223

)

 

 

(104

)

 

 

(341

)

EBIT (c)

 

$

13,924

 

 

$

20,309

 

 

$

142,184

 

 

$

181,974

 

 

$

33,295

 

 

$

22,522

 

 

$

61,481

 

 

$

30,965

 

Consumer Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes (a)

 

$

23,212

 

 

$

29,123

 

 

$

115,747

 

 

$

146,576

 

 

$

34,456

 

 

$

41,836

 

 

$

93,614

 

 

$

92,805

 

Interest (Expense), Net (b)

 

 

(102

)

 

 

(154

)

 

 

(374

)

 

 

(493

)

 

 

(56

)

 

 

(123

)

 

 

(161

)

 

 

(297

)

EBIT (c)

 

$

23,314

 

 

$

29,277

 

 

$

116,121

 

 

$

147,069

 

 

$

34,512

 

 

$

41,959

 

 

$

93,775

 

 

$

93,102

 

Specialty Segment

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income Before Income Taxes (a)

 

$

17,147

 

 

$

22,792

 

 

$

74,927

 

 

$

90,398

 

 

$

18,762

 

 

$

26,119

 

 

$

42,089

 

 

$

49,935

 

Interest Income, Net (b)

 

 

123

 

 

 

86

 

 

 

286

 

 

 

284

 

 

 

(7

)

 

 

105

 

 

 

19

 

 

 

198

 

EBIT (c)

 

$

17,024

 

 

$

22,706

 

 

$

74,641

 

 

$

90,114

 

 

$

18,769

 

 

$

26,014

 

 

$

42,070

 

 

$

49,737

 

Corporate/Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Expense) Before Income Taxes (a)

 

$

(47,263

)

 

$

(35,021

)

 

$

(162,497

)

 

$

(112,213

)

 

$

(41,908

)

 

$

(59,018

)

 

$

(92,281

)

 

$

(115,234

)

Interest (Expense), Net (b)

 

 

(19,264

)

 

 

(19,415

)

 

 

(66,478

)

 

 

(59,184

)

 

 

(15,424

)

 

 

(27,730

)

 

 

(36,121

)

 

 

(47,214

)

EBIT (c)

 

$

(27,999

)

 

$

(15,606

)

 

$

(96,019

)

 

$

(53,029

)

 

$

(26,484

)

 

$

(31,288

)

 

$

(56,160

)

 

$

(68,020

)

Consolidated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

$

14,496

 

 

$

40,588

 

 

$

133,855

 

 

$

253,349

 

 

$

77,322

 

 

$

49,173

 

 

$

183,818

 

 

$

119,359

 

Add: (Benefit) Provision for Income Taxes

 

 

(10,032

)

 

 

(5,890

)

 

 

29,140

 

 

 

45,814

 

Add: (Provision) for Income Taxes

 

 

(24,431

)

 

 

(17,420

)

 

 

(60,784

)

 

 

(39,172

)

Income Before Income Taxes (a)

 

 

4,464

 

 

 

34,698

 

 

 

162,995

 

 

 

299,163

 

 

 

101,753

 

 

 

66,593

 

 

 

244,602

 

 

 

158,531

 

Interest (Expense), Net (b)

 

 

(21,799

)

 

 

(21,988

)

 

 

(73,932

)

 

 

(66,965

)

Interest (Expense)

 

 

(26,341

)

 

 

(23,127

)

 

 

(54,658

)

 

 

(47,533

)

Investment Income (Expense), Net

 

 

8,805

 

 

 

(7,033

)

 

 

14,190

 

 

 

(4,600

)

EBIT (c)

 

$

26,263

 

 

$

56,686

 

 

$

236,927

 

 

$

366,128

 

 

$

119,289

 

 

$

96,753

 

 

$

285,070

 

 

$

210,664

 

 

(a)

The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by generally accepted accounting principles ("GAAP") in the U.S., to EBIT.

(b)

Interest (expense), net includes the combination of interest (expense) and investment income/(expense), net.

(c)

EBIT is a non-GAAP measure, and is defined as earnings (loss) before interest and taxes.  We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest expense is essentially related to acquisitions, as opposed to segment operations.  We believe EBIT is useful to investors for this purpose as well, using EBIT as a metric in their investment decisions.  EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness.  Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets' analysis of our segments' core operating performance.  We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing.  Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing.  EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.


RESULTS OF OPERATIONS

Three Months Ended February 28,November 30, 2019

Net Sales  Consolidated net sales of $1,140.6$1,401.3 million for the thirdsecond quarter of fiscal 20192020 grew by approximately 3.4%2.8% from net sales of $1,102.7$1,362.5 million for last year’s thirdsecond quarter. Acquisitions added 2.1%, while organicOrganic sales, which include the impact of price and volume, improved by 4.3%.  Consolidatedcontributed 3.5% to consolidated net sales for the quarter also reflect an unfavorablewhile acquisitions added 0.6%.  Unfavorable foreign exchange impact of 3.0%impacted consolidated net sales during the current quarter by 1.3%.

IndustrialCPG segment net sales for the current quarter grew by 2.1%6.9% to $580.9$499.5 million, from net sales of $569.2$467.3 million during the same period a year ago. The improvement resulted fromOrganic growth contributed 7.4% during the quarter, mainly driven by volume, while recent acquisitions which contributed 1.3%1.2% to net sales during the current quarter. Unfavorable foreign exchange impacted CPG segment net sales by 1.7% during the current quarter.  Construction activity picked up due to favorable weather early in this year’s second quarter, reducing some of the backlog that grew during the rainy spring and early summer months.  Partially offsetting this segment’s 7.4% organic growth which contributed 4.8%during the quarter was the impact of strategic decisions to exit low-margin and/or high-risk working capital operations within certain international product offerings.  Discontinued product lines reduced sales by approximately 0.7%.  Significant top-line growth was recognized at our roofing and concrete admixture businesses as well as our business in Latin America.    

PCG segment net sales for the current quarter grew by 0.3% to $292.7 million, from net sales of $292.0 million during the same period a year ago. Organic growth was 1.7% during the quarter, driven mainly by selling price increases over the recovery of our industrial coatings business.comparable period last year while recent acquisitions contributed 0.1% to net sales during the current quarter. Unfavorable foreign exchange impacted industrialthe PCG segment net sales by 4.0%1.5% during the current quarter.  Strong growth was recognized at our industrial coatings business, both in North America and Europe, but was offset by sales declines at other units. Our expansion joint and highway maintenance sales were soft in the U.K due to Brexit uncertainty and also in key North American regions stemming from government budget constraints.  While polymer flooring sales were fairly flat in North America, they grew by double digits in Europe.  Organic growth has slowed due to recent strategic decisions to exit certain international businesses and discontinued product lines reduced sales by approximately 1.0%.  

Consumer segment net sales for the quarter grew by 6.0% to $385.0$450.9 million, from $363.4$425.3 million during last year’s thirdsecond quarter.  RecentOrganic growth provided 6.4% during the current quarter while recent acquisitions provided 2.7%0.6% of the growth in net sales, while organic growth provided 5.3%, during the current quarter, driven primarily by new accounts and market share gains.sales.  Unfavorable foreign currency impacted net sales in the consumerConsumer segment by 2.0%1.0% during the current quarter versus the same period a year ago.  Increased sales volume resulting from more favorable weather early in this year’s second quarter were slightly dampened due to the soft economy in the U.K. related to Brexit.

Specialty segment net sales for the quarter grewdecreased by 2.7%11.1% to $174.7$158.2 million, from $170.1$178.0 million during last year’s thirdsecond quarter. Recent acquisitions provided 3.4% of the growth in netOrganic sales while organic growth provided 0.6%declined 10.5% during the current quarter. Organic growthNearly all of the decline can be traced to natural disasters which elevated sales in net sales was driven by increasesthe prior year at our water damage restoration business, due to the heavier hurricane activity in the prior year, and in our fluorescent pigments, which are used in fire retardant tracer dyes and marine coatings businesses.  Foreignexperienced more rampant wild fires last year. Our OEM-related businesses have experienced soft sales in line with declining global industrial production.  Additionally, foreign currency had an unfavorable impact on specialtySpecialty segment net sales for the quarter by 1.3%of 0.6%.

Gross Profit Margin  Our consolidated gross profit margin of 39.1%37.8% of net sales for the thirdsecond quarter of fiscal 20192020 compares to a consolidated gross profit margin of 39.9%36.2% for the comparable period a year ago. Thisago, after giving effect to the change in classification of shipping and handling costs.  Last year’s reported gross profit declinemargin of 39.5% has been recast to 36.2% in order to reflect the current year change in accounting principle related to shipping costs, which were previously recognized in SG&A expenses and are now recognized in cost of sales.  The current quarter gross profit margin increase of approximately 0.8%1.6% of net sales, primarily reflects current-quarter margins that were burdened by the impact of overall higher raw material costs for approximately 120or 160 basis points (“bps”), which partially offsetresulted primarily from a combination of increases in selling price increases.  Additionally, in relationprices and 2020 MAP to our restructuring initiatives undertaken during fiscal 2018 and continuing intoGrowth savings, along with higher sales volume versus the third quarter of fiscal 2019, as further described in Note 3, “Restructuring,” inventory-related charges totaling 20 bps impacted the current-quarter gross profit margin, which mainly included product line rationalization at our industrial segment.  The remainder of the decline in gross profit margin of approximately 50 bps, resulted from an unfavorable mix of product sold versus last year.same period a year ago.  Recent changes in international trade duties, tariffs, and policies could materially impact the cost of our raw materials.  Specifically, recently imposed tariffs, including tariffs on steel imports into the U.S., will likely have had an unfavorable impact on the cost of our cans and packaging.

Selling, General and Administrative Expenses (“SG&A”)&A  Our consolidated SG&A expense during the current period was $27.9$17.5 million higher versus the same period last year, and increased to 36.0%28.8% of net sales from 34.8%28.3% of net sales for the prior year quarter.  Last year’s reported SG&A percentage of net sales of 31.6% has been recast to 28.3% in order to reflect the current year change in accounting principle related to shipping and handling costs, which were previously recognized in SG&A expenses and are now recognized in cost of sales.  During the thirdsecond quarter of fiscal 2019,2020, we continued our 2020 MAP to Growth.  In connection with this plan, we incurredGrowth initiatives and have generated incremental savings of approximately $5.1 million, which is net of implementation costs for ERP implementation andsystems, consolidation expenses and professional fees in connection with implementing our 2020 MAP to Growth initiative totaling approximately $9.0 million.initiative.  Additional SG&A expense incurred from companies we acquired during the previouslast 12 months approximated $8.2$2.1 million during the thirdsecond quarter of fiscal 2019.  There was also higher advertising and distribution expense on higher sales volume during the third quarter of fiscal 2019.2020.


Our industrialCPG segment SG&A was approximately $5.2$7.6 million higher for the thirdsecond quarter of fiscal 20192020 versus the comparable prior year period but decreased as a percentage of net sales, mainly due to additional commissions directly associated with higher sales volume. Additionally, companies acquired during the past 12 months contributed approximately $1.6 million of additional SG&A expense.

Our PCG segment SG&A was approximately $0.2 million higher for the second quarter of fiscal 2020 versus the comparable prior year period and increased as a percentage of net sales, mainly due to transactional FX, as well as increases in warrantybonus and commission expense as well as an unfavorable swing in transactional foreign exchange, slightlyversus the prior year.  These increases were partially offset by a decrease as a result in a reduction in workforce.  Further contributing2020 MAP to these increases was approximately $0.9 million of additional SG&A expense generated from companies acquired during the past 12 months.Growth savings.   

Our consumerConsumer segment SG&A increased by approximately $9.2$10.1 million during the thirdsecond quarter of fiscal 20192020 versus the same period last year and increased as a percentage of net sales.  This was primarily attributable to higherincreases in commissions, distribution and advertisinginterplant freight expenses when comparedas a result of higher volume.  In addition, during the current quarter, we decided to no longer pursue a product line targeted for OEM markets.  We performed a recoverability assessment for certain prepaid assets associated with this product line, which resulted in the prior year quarter, as well as approximately $3.8recognition of a $6.9 million of additional SG&A expense generated fromcharge this quarter.  Lastly, companies acquired during the past 12 months.  months contributed approximately $0.4 million of additional SG&A expense.

Our specialtySpecialty segment SG&A was approximately $1.5$1.2 million higher during the thirdsecond quarter of fiscal 20192020 versus the comparable prior year period but remained fairly flatand increased as a percentage of net sales.  The increase in SG&A expense is mainly attributable to the $3.5 million of additional SG&A expense generated from recent acquisitions,costs associated with the ERP consolidation plan associated with our 2020 MAP to Growth, and increased promotional expenses related to new product initiatives.  partially offset by cost control measures.


SG&A expenses in our corporate/other category of $27.6$25.3 million during the thirdsecond quarter of fiscal 2019 increased2020 decreased by $12.0$1.5 million from $15.6$26.8 million recorded during last year’s thirdsecond quarter, resulting primarily from a decrease in professional fees in connection with our 2020 MAP to Growth, initiative, which approximated $7.4 million.  Additionally,$3.3 million, compared to $5.2 million in last year’s third quarter, we reversed $3.4 million of long-term incentive compensation when it became clear that the targeted goals would not be reached.    prior comparable quarter.

We recorded total net periodic pension and postretirement benefit costs of $11.4$13.1 million and $10.8$11.4 million for the thirdsecond quarter of fiscal 20192020 and 2018,2019, respectively. The $0.6$1.7 million increase in pension expense resulted from an approximate $1.4 million increase in interest cost, partially offset by the combination of lowerhigher net actuarial losses recognized during the current quarter versus last year’s thirdsecond quarter for approximately $0.4$1.6 million and a higher expected return on increased plan assetsservice costs of approximately $0.7 million during the current quarter versus the same period lasta year forago.  These increases were partially offset by a decrease of approximately $0.4 million.$0.6 million in interest costs during the current quarter, when compared to the same period a year ago.  We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, but such changes are not expected to be material to our consolidated financial results.

Restructuring Charges  We recorded restructuring charges of $8.7$4.8 million during the thirdsecond quarter of fiscal 2019,2020, which compares with $7.7 million during the second quarter of fiscal 2019.  These charges were the result of our continued implementation of a multi-year restructuring plan, our 2020 MAP to Growth, which focuses upon strategic shifts in operations across our entire business.  On a consolidated basis, we incurred $3.4$2.7 million of severance and benefit costs $4.3during the second quarter of fiscal 2020 compared with $6.5 million of facilityduring the same period a year ago.  Facility closure and other related costs and $0.9totaled $1.8 million during the second quarter of fiscal 2020 versus $1.0 million during the second quarter of fiscal 2019.  Finally, $0.3 million of other asset write-offs during the period.period compared with $0.2 million during the same period a year ago. These charges were associated with closures of certain facilities as well as the elimination of duplicative headcount and infrastructure associated with certain of our businesses.

We currently expect to incur approximately $14.4$32.2 million of future additional charges in relation to this initiative.  These additional charges include approximately $8.9$23.1 million of severance and benefit costs, $8.3 million of facility closure and other related charges, $3.9 million of severance and benefit costs, as well as $1.6$0.8 million of other asset write-offs.  We expect these charges to be incurred by the end of calendar year 2020, upon which we expect to achieve an annualized pretax savings of approximately $290 million per year.  Additionally, upon the completion of this initiative, we have targeted $30.0$230.0 million of improvement of working capital, and believe that, assuming 3% organic growth and approximately $150 million to $200 million annually in acquisitions of businesses, our fiscal year 2021 cash flow from operations will improve to approximately $872.0 million.  In addition, we have continued to assess and find areas of improvement and cost savings as part of our 2020 MAP to Growth restructuring plan.Growth.  As such, the final implementation and expected costs of our plan are subject to change.  Most notably, we have broadened the scope of our announced plan to include the consolidation of the general and administrative areas, potential outsourcing, as well as additional future plant closures and consolidations;consolidations, the estimated future costs of which have not yet been established.  See Note 3,4, “Restructuring,” to the consolidated financial statements,Consolidated Financial Statements, for further detail surrounding our 2020 MAP to Growth restructuring plan.  Growth.

Interest Expense  Interest expense was $26.5$26.3 million for the thirdsecond quarter of fiscal 20192020 versus $27.5$23.1 million for the same period a year ago. Excluding acquisition-related borrowings, which carried higher average interest financing costs, lower average borrowings quarter over quarter decreasedincreased interest expense by approximately $4.7$1.1 million during the thirdsecond quarter of fiscal 20192020 when compared to the prior year quarter.  The reversal of the convertible bond interest accrual during the second quarter of fiscal 2019 increased interest expense by approximately $2.1 million versus the same period a year ago.  Higher average borrowings, related to recent acquisitions, increased interest expense during this year’s thirdsecond quarter by approximately $1.8$0.6 million versus the same period a year ago.  HigherLower interest rates, which averaged 4.61%3.88% overall for the thirdsecond quarter of fiscal 20192020 compared with 4.37%3.99% for the same period of fiscal 2018, increased2019, decreased interest expense by approximately $1.9$0.6 million during the current quarter versus the same period last year.


Investment (Income), Net  Net investment income of approximately $4.7$8.8 million for the thirdsecond quarter of fiscal 20192020 compares to net investment incomeloss of $5.5$7.0 million during the same period last year.  Dividend and interest income totaled $3.0$1.9 million and $3.6$1.5 million for the thirdsecond quarter of fiscal 20192020 and 2018,2019, respectively.  Net gains on marketable securities totaled $1.7$6.9 million during the thirdsecond quarter of fiscal 2019,2020, while there were net realized gainslosses of $1.9$8.5 million during the same period a year ago.

Income Before Income Taxes (“IBT”)  Our consolidated pretax income for the thirdsecond quarter of fiscal 20192020 of $4.5$101.8 million compares with pretax income of $34.7$66.6 million for the same period a year ago.

Our industrialCPG segment had IBT of $11.4$57.1 million, or 2.0%11.4% of net sales, for the quarter ended February 28,November 30, 2019, versus IBT of $17.8$35.4 million, or 3.1%7.6% of net sales, for the same period a year ago. Our industrialCPG segment results reflect 2020 MAP to Growth savings, selling price increases and increased sales volume, which were offset by the impactearnings from higher raw material costs, warranty expense, and restructuring charges.recent acquisitions.  Our consumerPCG segment had IBT approximated $23.2of $33.3 million, or 6.0% of net sales, for the third quarter of fiscal 2019, versus the prior year third quarter pretax income of $29.1 million, or 8.1% of net sales.  The current quarter result includes market share gains, as demonstrated by the increase in sales volume, which were more than offset by rising raw material costs, advertising, distribution and restructuring charges.  Our specialty segment had pretax income of $17.1 million, or 9.8%11.4% of net sales, for the quarter ended February 28,November 30, 2019, versus IBT of $22.3 million, or 7.6% of net sales, for the same period a year ago.  Our PCG segment results reflect 2020 MAP to Growth savings, selling price increases and improved product mix.  Our Consumer segment IBT approximated $34.5 million, or 7.6% of net sales, for the second quarter of fiscal 2020, versus the prior year second quarter pretax income of $41.8 million, or 9.8% of net sales.  Our Consumer segment results reflect the cost incurred to shut down a product line and inventory-related charges, partially offset by selling price increases as well as 2020 MAP to Growth savings.  Our Specialty segment had pretax income of $18.8 million, or 11.9% of net sales for the quarter ended November 30, 2019, versus pretax income of $22.8$26.1 million, or 13.4%14.7% of net sales, for the same period a year ago, reflecting rising raw material costsdeclines in sales volume in our fluorescent pigment, restoration equipment and the costs associated with restructuring, the ERP consolidation plan and new product initiatives.OEM businesses.


Income Tax Rate  On December 22, 2017 the Act was enacted into law.  The income tax effects of changes in tax laws are recognized in the period when enacted. The Act provides for numerous significant tax law changes and modifications with varying effective dates. Generally, the more significant provisions of the Act that impacted us for the year ended May 31, 2018 included the reduction in the corporate income tax rate from 35% to 21%, the creation of a territorial tax system (with a one-time mandatory tax on previously deferred foreign earnings) and allowance for immediate capital expensing of certain qualified property.  The corporate tax rate reduction was effective for RPM as of January 1, 2018 and, accordingly, reduced our fiscal year 2018 federal statutory rate to a blended rate of approximately 29.2%. The significant provisions of the Act which impact us for fiscal 2019 include the full federal statutory rate reduction to 21% and the repeal of the domestic production activities deduction. Also effective for our fiscal 2019 are provisions of the Act that subject us to current U.S. tax on GILTI earned by certain foreign subsidiaries and allows a benefit for FDII.

Subsequent to the enactment of the Act, the SEC staff issued SAB 118, which provides guidance on accounting for the tax effects of the Act.  SAB 118 provides a measurement period that should not extend beyond one year from the Act’s enactment date for companies to complete the applicable accounting under ASC 740. In accordance with SAB 118 and based on the information available as of May 31, 2018, we recorded a net provisional income tax expense of $7.3 million in accordance with the applicable provisions of the Act.

During the three months ended February 28, 2019 we recorded a net discrete income tax benefit of $8.1 million. Refer to Note 9, “Income Taxes,” to the Consolidated Financial Statements for additional disclosures and discussion regarding the Act, the provisional income tax expense recorded as of May 31, 2018 and our completion of the SAB 118 accounting for the Act during this fiscal 2019 third quarter.

The effective income tax benefit rate of 224.7%24.0% for the three months ended February 28,November 30, 2019 compares to the effective income tax benefit rate of 17.0%26.2% for the three months ended February 28,November 30, 2018. The effective income tax benefit rate of 224.7%rates for the three months ended February 28,November 30, 2019 reflectsand 2018 reflect variances from the 21% statutory rate due primarily to the favorableunfavorable impact of $12.7 million ofstate and local income taxes and the net discretetax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits recorded duringrelated to equity compensation. Additionally, the quarter and the amplified impact of thoseeffective income tax benefits on the relatively low level of pre-tax earnings. The $12.7 million net discrete tax benefits recorded are primarily comprised of the net $8.1 million benefit resulting from completion of our SAB 118 accountingrate for the impact of the Actthree months ended November 30, 2019 reflects favorable adjustments related to certain valuation allowances and the release of certain income tax reserves for uncertain tax positions.   The effective income tax benefit rate of 17.0% for the three months ended February 28, 2018 reflects variances from the blended fiscal year 2018 statutory rate of 29.2% due primarily to the cumulative favorable impact of the statutory rate reduction from 35% to 29.2% which occurred during that prior period. Additionally, the 17.0% effective income tax benefit rate reflects a $1.4 million discrete tax benefit related to an adjustment to the net provisional estimate of the Act as recorded in the prior period and consistent with SAB 118.  

Net Income  Net income of $14.5$77.3 million for the quarter ended February 28,November 30, 2019 compares to net income of $40.6$49.2 million for the comparable prior year period.  Net loss attributable to noncontrolling interests approximated $0.3 million for the third quarter of fiscal 2019, which compared to net income attributable to noncontrolling interests of $0.4 million for the same period in fiscal 2018.  Net income attributable to RPM International Inc. stockholders for the thirdsecond quarter of fiscal 20192020 was $14.2$77.0 million, or 1.2%5.5% of consolidated net sales, which compared to net income of $40.2$49.2 million, or 36%3.6% of consolidated net sales for the comparable prior year period.

Diluted earnings per share of common stock for the quarter ended February 28,November 30, 2019 of $0.11$0.59 compares with diluted earnings per share of common stock of $0.30$0.37 for the quarter ended February 28,November 30, 2018.

 

NineSix Months Ended February 28,November 30, 2019

Net Sales  Consolidated net sales of $3,963.2$2,874.1 million for the first nine monthshalf of fiscal 20192020 grew by approximately 5.3%1.8% from net sales of $3,763.5$2,822.5 million for last year’s first nine months.half. Acquisitions added 2.1%1.5%, while organic sales, which include the impact of price and volume, improvedreduced consolidated net sales by 5.1%1.6%.  Consolidated net sales for this year’s first nine monthsthe period also reflectsreflect an unfavorable foreign exchange impact of 1.9%1.3%.

IndustrialCPG segment net sales for this year’sthe first nine monthshalf of fiscal 2020 grew by 3.9%5.2% to $2,080.8$1,035.6 million, from net sales of $2,001.9$984.8 million during the same period a year ago. The improvement resulted from recent acquisitions, which contributed 1.5%2.9% to net sales during this year’s first nine months,the current period, and organic growth, which contributed 5.0%3.9% during the period, driven mainly by increases in selling prices. Unfavorable foreign exchange impacted construction segment net sales by 1.6% during the current period.  Sales growth was highest in our roofing and Brazilian businesses, but was partially offset by weakening sales in Europe.

PCG segment net sales for the first half of fiscal 2020 grew by 0.3% to $590.0 million, from net sales of $588.4 million during the same period a year ago. The improvement resulted from recent acquisitions, which contributed 1.0% to net sales during the current period, and organic growth, which contributed 1.0% during the period, driven mainly by our North American commercial sealants and concrete admixture businesses, in addition to the recoveryincreases of our industrial coatings business.selling prices over the comparable period last year. Unfavorable foreign exchange impacted industrialPCG segment net sales by 2.6%1.7% during the current period.  Sales growth was dampened by strategic decisions to exit low-margin businesses.


Consumer segment net sales for this year’sthe first nine monthshalf of fiscal 2020 grew by 8.0%3.1% to $1,302.7$930.2 million, from $1,205.9$902.6 million during last year’s first nine months.the same period a year ago.  Recent acquisitions provided 2.4%1.0% of the growth in net sales, while organic growth provided 7.0%3.1%, during the current period, driven primarily by new accounts and market share gains.price increases.  Unfavorable foreign currency impacted net sales in the consumerConsumer segment by 1.4%1.0% during this year’s first nine monthsthe current period versus the same period a year ago.  Sales improved in the U.S. but were slightly offset due to soft economy in the U.K. related to Brexit.


Specialty segment net sales for this year’sthe first nine months grewhalf of fiscal 2020 decreased by 4.3%8.2% to $579.7$318.3 million, from $555.7$346.7 million during last year’s first nine months. Recent acquisitions provided 4.3%half. Organic sales declines of the growth in net sales, while organic growth provided 1.7%7.5%, during the current period, despite the decreaseresulted from decreases in ourfluorescent pigments and restoration equipment businesses, serving the water damage restoration and equipment markets, which came as a result of more damaging hurricaneelevated natural disaster activity duringin the first nine months of fiscal 2018.  Organic growth in net sales was driven by our businesses providing fluorescent colorants, marine coatings, and decorative and protective wood coatings businesses.  Foreignprior year.  Additionally, foreign currency had an unfavorable impact on specialtySpecialty segment net sales for the period byof 0.7%.

Gross Profit Margin  Our consolidated gross profit margin of 39.8%38.4% of net sales for the first nine monthshalf of fiscal 20192020 compares to a consolidated gross profit margin of 41.5%37.0% for the comparable period a year ago.ago, after giving effect to the change in classification of shipping and handling costs.  Last year’s reported gross profit margin of 40.1% has been recast to 37.0% in order to reflect the current year change in accounting principle related to shipping and handling costs, which were previously recognized in SG&A expenses and are now recognized in cost of sales.  This gross profit declineincrease of approximately 1.7%1.4% of net sales primarily reflects current-period margins that were burdenedan improvement of approximately 340 bps resulting from a combination of increases in selling prices and 2020 MAP to Growth savings, partially offset by the impact of overalllabor cost inflation and unfavorable mix of product sold versus last year for approximately 40 bps, in addition to higher raw material costs for approximately 14040 bps which partially offset selling price increases.  Additionally, in relation to our restructuring initiatives undertaken duringand supply chain challenges throughout the fourth quarter of fiscal 2018 and continuing into the first nine months of fiscal 2019, as further described in Note 3, “Restructuring,” inventory-related charges totaling 30 bps impacted the current-year gross profit margin, which mainly included product line rationalization at our industrial segment.  We anticipate that rising raw material prices will continue to trend upward due to higher petrochemical costs, rising global demand and recentperiod for approximately 40 bps.  Recent changes in international trade duties and policies which could materially impact the cost of our raw materials.  Specifically, recently imposed tariffs, including tariffs on steel imports into the U.S., will likely have had an unfavorable impact on the cost of our cans and packaging.

SG&A  Our consolidated SG&A expense during the first nine monthshalf of fiscal 20192020 was $103.7$3.0 million higher versus the same period last year, and increasedbut decreased to 32.8%28.0% of net sales from 31.8%28.4% of net sales for the comparable prior period.  Last year’s first half reported SG&A percentage of net sales of 31.5% has been recast to 28.4% in order to reflect the current year change in accounting principle related to shipping and handling costs, which were previously recognized in SG&A expenses and are now recognized in cost of sales.  During the first nine monthshalf of fiscal 2019,2020, we continued our 2020 MAP to Growth.  In connection with this plan, we incurredGrowth and have generated $11.4 million of incremental savings, which is net of implementation costs for ERP implementation andsystems, consolidation expenses increases in allowances for doubtful accounts, and professional fees in connection with implementing our 2020 MAP to Growth initiative and the negotiation of a cooperation agreement with an activist stockholder totaling approximately $27.4 million.  Also, during the first nine months of fiscal 2019, we incurred higher costs of approximately $10.0 million related to unfavorable legal settlements and associated legal fees when compared to the prior year period.initiative.  Additional SG&A expense incurred from companies acquired during the previous 12 months approximated $22.0$7.5 million during the first nine monthshalf of fiscal 2019.  There was also higher distribution and commission expense on higher sales volume during the first nine months of fiscal 2019, in addition to higher bad debt and advertising expense when compared to the prior year period.  Finally, transactional foreign exchange resulted in an unfavorable variance of approximately $2.4 million compared to the prior year period.2020.

Our industrialCPG segment SG&A was approximately $26.8$6.1 million higher for the first nine monthshalf of fiscal 20192020 versus the comparable prior year period and increasedbut decreased as a percentage of net sales, mainly due to increased commissions directly associated with higher sales volume, partially offset by 2020 MAP to Growth savings in the increasedcurrent period. Additionally, companies acquired during the past 12 months contributed approximately $5.3 million of additional SG&A expense.

Our PCG segment SG&A was approximately $8.2 million lower for the first half of fiscal 2020 versus the comparable prior year period and decreased as a percentage of net sales, mainly due to 2020 MAP to Growth savings in the current period, decreased allowance for doubtful accounts associated with accounts deemed uncollectible as a result of changes in our market and leadership strategy which approximated $6.7 million.  Additionally, there was also higher distribution expense and unfavorable transactional foreign exchange.exchange that occurred in the prior comparable period.  These decreases were slightly offset by approximately $0.4 million of additional SG&A expense generated from companies acquired during the past 12 months approximated $5.8 million.months.

Our consumerConsumer segment SG&A increased by approximately $39.3$4.3 million during the first nine monthshalf of fiscal 20192020 versus the same period last year and increasedbut decreased as a percentage of net sales.  This was primarily attributable to the combined impact of unfavorable legal settlements and associated legal fees incurred during the first nine months of fiscal 2019, which totaled approximately $10.0 million.  Additional SG&A expense from recent acquisitions approximated $9.4 millionincreases in distribution costs. In addition, during the current yearperiod, we decided to no longer pursue a product line targeted for OEM markets.  We performed a recoverability assessment for certain prepaid assets associated with this product line, which resulted in the recognition of a $6.9 million charge this period.  Additionally, there was higher distribution expense on higher sales volume, as well as higher advertising expense when comparedThese increases were partially offset by 2020 MAP to Growth savings.  Lastly, companies acquired during the prior year.  past 12 months contributed approximately $1.8 million of additional SG&A expense.

Our specialtySpecialty segment SG&A was approximately $8.8$1.1 million higher during the first nine monthshalf of fiscal 20192020 versus the comparable prior year period, and increased slightly as a percentage of net sales.  The increase in SG&A expense is mainly attributable to $6.7 million of additional SG&A from recent acquisitions,costs associated with the ERP consolidation plan associated with our 2020 MAP to Growth increased distribution costs and increased expenses related to new product initiatives.  partially offset by cost control measures.

SG&A expenses in our corporate/other category of $81.8$53.8 million during the first nine monthshalf of fiscal 2019 increased2020 decreased by $28.8$0.4 million from $53.0$54.2 million recorded during last year’s first nine months, resulting primarily fromhalf, as higher professional fees in connection with our 2020 MAP to Growth initiative and the negotiation of an activist shareholder cooperation agreement, which approximated $16.9 million.  Additionally, there were increases in pension expense,offset by lower hospitalization costs and legal fees.  Finally, in the prior year, we reversed out $3.4 million of long-term incentive compensation when it became clear that the targeted goals would not be reached.costs.


We recorded total net periodic pension and postretirement benefit costs of $34.1$26.2 million and $32.4$22.8 million for the first nine monthshalf of fiscal 20192020 and 2018,2019, respectively. The $1.7$3.5 million increase in pension expense resulted from an approximate $4.4 million increase in interest cost, partially offset by the combination of lowerhigher net actuarial losses recognized during the current first half versus last year’s first half for approximately $3.2 million and a higher service costs of approximately $1.4 million during the current period versus the same period lasta year forago.  These increases were partially offset by a decrease of approximately $1.3$1.2 million and a higher expected return on increased plan assetsin interest costs during the current period, versuswhen compared to the same period lasta year for approximately $1.4 million.ago.  We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, but such changes are not expected to be material to our consolidated financial results.


Restructuring Charges  We recorded restructuring charges of $36.5$11.4 million during the first nine monthshalf of fiscal 2019,2020, which compares with $27.8 million during the first half of fiscal 2019.  These charges were the result of our continued implementation of our 2020 MAP to Growth, which focuses upon strategic shifts in operations across our entire business.  On a consolidated basis, we incurred $29.0$6.5 million of severance and benefit costs $5.8during the first half of fiscal 2020 compared with $25.6 million of facilityduring the same period a year ago.  Facility closure and other related costs and $1.7totaled $4.6 million during the first half of fiscal 2020 versus $1.5 million during the first half of fiscal 2019.  Finally, $0.3 million of other asset write-offs.write-offs during the period compared with $0.7 million during the same period a year ago.  These charges were associated with closures of certain facilities as well as the elimination of duplicative headcount and infrastructure associated with certain of our businesses.

For further information and detail about the 2020 MAP to Growth restructuring plan, see “Restructuring Charges” in Results of Operations – Three Months Ended February 28,November 30, 2019, and Note 3,4, “Restructuring,” to the CondensedConsolidated Financial Statements.

Interest Expense  Interest expense was $74.1$54.7 million for the first nine monthshalf of fiscal 2020 versus $47.5 million for the same period a year ago. The reversal of the convertible bond interest accrual during the first half of fiscal 2019 versus $80.6increased interest expense by approximately $2.1 million forversus the same period a year ago.  Excluding acquisition-related borrowings, higher average borrowings period over period increased interest expense by approximately $3.4 million during the first half of fiscal 2020 versus the comparable period a year ago.  Higher average borrowings, related to recent acquisitions, increased interest expense during this year’s first nine monthshalf by approximately $4.1$1.3 million versus the same period a year ago.  The reversal of the convertible bond interest accrual decreased interest expense by approximately $2.1 million during this year’s first nine months versus the comparable prior year period.  Excluding acquisition-related borrowings, which carried higher average interest financing costs, lower average borrowings period over period decreased interest expense by approximately $8.1 million during the first nine months of fiscal 2019 when compared to the prior comparable period.  LowerHigher interest rates, which averaged 4.24%4.00% overall for the first nine monthshalf of fiscal 20192020 compared with 4.35%3.99% for the same period of fiscal 2018, decreased2019, increased interest expense by approximately $0.5$0.3 million during the current period versus the same period last year.

Investment (Income), Net  Net investment income of approximately $0.1$14.2 million for the first nine monthshalf of fiscal 20192020 compares to net investment losses of $4.6 million during the same period last year.  Dividend and interest income totaled $3.7 million and $3.5 million for the first half of $13.7fiscal 2020 and 2019, respectively.  Net gains on marketable securities totaled $10.5 million during the first half of fiscal 2020, while there were net realized losses of $8.1 million during the same period a year ago.  Dividend and interest income totaled $6.6 million and $6.9 million for the first nine months of fiscal 2019 and 2018, respectively.  Net losses on marketable securities totaled $6.5 million during the first nine months of fiscal 2019, compared to net realized gains on the sales of investments of $6.8 million during the same period a year ago.

Other Expense (Income), Net  Other expense of $4.1 million for the nine months ended February 28, 2019 compares with other income of $0.6 million for the corresponding period a year ago. The current period expense includes a loss on extinguishment of debt of $3.1 million, which related to the fair value measurement of our 2.25% convertible senior notes due 2020 on their conversion date of November 27, 2018.  

IBT  Our consolidated pretax income for the first nine monthshalf of fiscal 20192020 of $163.0$244.6 million compares with pretax income of $299.2$158.5 million for the same period a year ago.

Our industrialCPG segment had IBT of $134.8$139.8 million, or 6.5%13.5% of net sales, for the ninesix months ended February 28,November 30, 2019, versus IBT of $174.4$100.4 million, or 8.7%10.2% of net sales, for the same period a year ago. Our industrialCPG segment results reflect 2020 MAP to Growth savings, selling price increases and increased earnings from recent acquisitions.  Our PCG segment had IBT of $61.4 million, or 10.4% of net sales, volume, which were offset byfor the impact from higher raw material costs, restructuringsix months ended November 30, 2019, versus IBT of $30.6 million, or 5.2% of net sales, for the same period a year ago.  Our PCG segment results reflect 2020 MAP to Growth savings and unfavorable transactional foreign exchange expense.selling price increases.  Our consumerConsumer segment IBT approximated $115.7$93.6 million, or 8.9%10.1% of net sales, for the first nine monthshalf of fiscal 2019,2020, versus the prior year’syear first nine monthshalf pretax income of $146.6$92.8 million, or 12.2%10.3% of net sales.  The currentprior period results include market share gains, as demonstrated byreflect the increase in sales volume, which were more than offset by rising raw material costs, unfavorable legal settlements higher advertising and distribution costs, as well as restructuring charges.related legal fees of approximately $10.0 million.  Our specialtySpecialty segment had pretax income of $74.9$42.1 million, or 12.9%13.2% of net sales for the ninesix months ended February 28,November 30, 2019, versus pretax income of $90.4$49.9 million, or 16.3%14.4% of net sales, for the same period a year ago, reflecting rising raw material costs, higher distribution costs, restructuring chargesdeclines in sales volume in our fluorescent pigment, restoration equipment and the costs associated with the ERP consolidation plan.specialty coatings businesses.

Income Tax RateOn December 22, 2017 the Act was enacted into law.  The income tax effects of changes in tax laws are recognized in the period when enacted. The Act provides for numerous significant tax law changes and modifications with varying effective dates. Generally, the more significant provisions of the Act that impacted us for the year ended May 31, 2018 included the reduction in the corporate income tax rate from 35% to 21%, the creation of a territorial tax system (with a one-time mandatory tax on previously deferred foreign earnings) and allowance for immediate capital expensing of certain qualified property.  The corporate tax rate reduction was effective for RPM as of January 1, 2018 and, accordingly, reduced our fiscal year 2018 federal statutory rate to a blended rate of approximately 29.2%. The significant provisions of the Act which impact us for fiscal 2019 include the full federal statutory rate reduction to 21% and the repeal of the domestic production activities deduction. Also effective for our fiscal 2019 are provisions of the Act that subject us to current U.S. tax on GILTI earned by certain foreign subsidiaries and allows a benefit for FDII.


Subsequent to the enactment of the Act, the SEC issued SAB 118, which provides guidance on accounting for the tax effects of the Act.  SAB 118 provides a measurement period that should not extend beyond one year from the Act’s enactment date for companies to complete the applicable accounting under ASC 740. In accordance with SAB 118 and based on the information available as of May 31, 2018, we recorded a net provisional income tax expense of $7.3 million in accordance with the applicable provisions of the Act.

During the three months ended February 28, 2019 we recorded a net discrete income tax benefit of $8.1 million.  Refer to Note 9, “Income Taxes,” to the Consolidated Financial Statements for additional disclosures and discussion regarding the Act, the provisional income tax expense recorded as of May 31, 2018 and our completion of the SAB 118 accounting for the Act during this fiscal 2019 third quarter.

The effective income tax rate of 17.8%24.9% for the ninesix months ended February 28,November 30, 2019 compares to the effective income tax rate of 15.3%24.7% for the ninesix months ended February 28,November 30, 2018. The effective income tax raterates for the ninesix months ended February 28,November 30, 2019 reflectsand 2018 reflect variances from the 21% statutory rate due primarily to $16.5 million of net discrete tax benefits, which are comprised of a $12.7 million net tax benefit recorded in the current quarter, with the remaining balance being recorded in the prior quarters of this fiscal year. The $12.7 million net discrete benefits recorded in the current quarter are primarily comprised of the net $8.1 million benefit resulting from completion of our SAB 118 accounting for the impact of the Act and the release of certain income tax reserves for uncertain tax positions. These discrete tax benefits were partially offset primarily by the unfavorable impact of state and local income taxes and incremental valuation allowances associated with certainthe net tax on foreign net operating losses. The effectivesubsidiary income tax rate for the nine months ended February 28, 2018 reflects variancesresulting from the 29.2% statutory rate due primarily to $27.0 million in discreteglobal intangible low-taxed income provisions, partially offset by tax benefits recorded in connection with the implementation of a foreign legal entity restructuring and corresponding planning strategy.related to equity compensation.  

Net Income  Net income of $133.9$183.8 million for the ninesix months ended February 28,November 30, 2019 compares to net income of $253.3$119.4 million for the comparable prior year period.  Net income attributable to noncontrolling interests approximated $0.7 million and $1.2 million for the first nine months of fiscal 2019 and 2018, respectively.  Net income attributable to RPM International Inc. stockholders for the first nine monthshalf of fiscal 20192020 was $133.2$183.2 million, or 3.4%6.4% of consolidated net sales, which compared to net income of $252.1$119.0 million, or 6.7%4.2% of consolidated net sales for the comparable prior year period.

Diluted earnings per share of common stock for the ninesix months ended February 28,November 30, 2019 of $1.00$1.41 compares with diluted earnings per share of common stock of $1.87$0.89 for the ninesix months ended February 28,November 30, 2018.

LIQUIDITY AND CAPITAL RESOURCES

Operating Activities

Fiscal 20192020 Compared with Fiscal 20182019

Approximately $145.5$300.2 million of cash was provided by operating activities during the first nine monthshalf of fiscal 2019,2020, compared with $140.7$148.3 million of cash provided by operating activities during the same period last year.

The net change in cash from operations


includes the change in net income, which decreasedincreased by $119.5$64.5 million during the first nine monthshalf of fiscal 20192020 versus the same period during fiscal 2018.2019.  During the first nine monthshalf of fiscal 2019,2020, we recorded $36.5$11.4 million in restructuring charges and made cash payments of $27.2$13.1 million related to our 2020 MAP to Growth, as further described in Note 3,4, “Restructuring.”  Changes in working capital accounts andaccounted for an improvement of approximately $146.2 million period over period, while all other accruals providedand adjustments to reconcile net income used approximately $51.4$58.8 million more cash flow during the first nine monthshalf of fiscal 20192020 versus the same period last year, which included additional contributions of $56.5 million made to the RPM Retirement Plan in the U.S. during February 2019.  year.

The change in accounts receivable during the first nine monthshalf of fiscal 20192020 provided approximately $13.7$91.4 million more cash than during the same period a year ago. This resulted from improved margin initiatives that shifted approximately $100.0 million in receipts from the fourth quarter of fiscal 2019 to the first quarter of fiscal 2020.  Days sales outstanding (“DSO”) at February 28,November 30, 2019 and 2018 was 62.8 days. While many of our businesses achieved decreases in DSO during the current period versus last year, those improvements were more than offset by increased DSO at our Consumer segment resulting from a reduction of the volume of cash collections subject to 71.0 days from 68.2 days at February 28, 2018.  early payment discounts.

During the first nine monthshalf of fiscal 2019,2020, we spent approximately $40.4$7.9 million less cash for inventory compared to our spending during the same period a year ago.  Thisago, which resulted primarily from the combination of timing of purchases by retail customers and a systematic reduction of inventory levels at certain businesses in our consumer segment in connection with product rationalization initiatives.customers. Days of inventory outstanding (“DIO”) at February 28, 2019 decreased to 118.8 days from 126.3was approximately 91.2 and 91.1 days at February 28, 2018.November 30, 2019 and 2018, respectively.  While many of our businesses improved their DIO by several days during the current quarter versus last year, those improvements were more than offset by inventory increases at certain of our other businesses in order to accommodate and maintain customer service levels, which are the result of plant consolidations occurring as part of our 2020 MAP to Growth.

The change in accounts payable during the first nine monthshalf of fiscal 20192020 used approximately $54.1$47.0 million moreless cash than during the first nine monthshalf of fiscal 2018,2019, resulting principally from the timing of certain payments.payments as we continue to move toward a center-led procurement process that includes negotiating modified payment terms.  Cash provided from operations, along with the use of available credit lines, as required, remain our primary sources of liquidity.


Investing Activities

Capital expenditures, other than for ordinary repairs and replacements, are made to accommodate our continued growth to achieve production and distribution efficiencies, expand capacity, introduce new technology, improve environmental health and safety capabilities, improve information systems, and enhance our administration capabilities. During the first nine monthshalf of fiscal 2019,2020, we paid $167.7$36.3 million for acquisitions, net of cash acquired, versus $60.0$127.8 million during the comparable prior year period. Capital expenditures of $84.5$71.4 million during the first nine monthshalf of fiscal 20192020 compare with depreciation of $71.9$53.1 million. In the comparable prior year period, capital expenditures were $72.8$57.8 million, which compared with depreciation of $61.1$49.6 million. We have been increasing, and will continue to increase, our capital spending in fiscal 20192020, in an effort to more aggressively invest inconsolidate ERP systems and our internal growth initiatives, especially in overseas markets, and consolidate production resulting from plant closings.footprint, as part of 2020 MAP to Growth.  We anticipate that additional shifts at our production facilities, coupled with the capacity added through acquisition activity and our planned increase in future capital spending levels, will enable us to meet increased demand throughout fiscal 20192020 and beyond.

Our captive insurance companies invest their excess cash in marketable securities in the ordinary course of conducting their operations, and this activity will continue. Differences in the amounts related to these activities on a year-over-year basis are primarily attributable to differences in the timing and performance of their investments balanced against amounts required to satisfy claims. At February 28,November 30, 2019 and May 31, 2018,2019, the fair value of our investments in marketable securities totaled $113.0$122.5 million and $168.1$112.5 million, respectively.  During the third quarter ended February 28, 2019, we liquidated $60.0 million of our captives’ investment portfolio, as a result of good claims experience and favorable investment performance.  We used the $60.0 million in proceeds from the sale of investments to pay down a portion of our outstanding balance on our Revolving Credit Agreement.  The fair value of our portfolio of marketable securities is based on quoted market prices for identical, or similar, instruments in active or non-active markets or model-derived-valuations with observable inputs. We have no marketable securities whose fair value is subject to unobservable inputs.

At February 28, 2019 and May 31, 2018, the fair value of our available-for-sale debt securities totaled $23.8 million and $23.5 million, respectively.  Total pretax unrealized losses recorded in accumulated other comprehensive income at February 28, 2019 and May 31, 2018 were $0.4 million and $0.6 million, respectively. We regularly review our available-for-sale debt securities in unrealized loss positions in order to determine whether or not we have the ability and intent to hold these investments. That determination is based upon the severity and duration of the decline, in addition to our evaluation of the cash flow requirements of our businesses. Unrealized losses at February 28, 2019 were generally related to the normal volatility in valuations over the past several months for a portion of our portfolio of investments in marketable securities. The unrealized losses generally relate to investments whose fair values at February 28, 2019 were less than 15% below their original cost or that have been in a loss position for less than six consecutive months. From time to time, we may experience significant volatility in general economic and market conditions.  If we were to experience unrealized losses that were to continue for longer periods of time, or arise to more significant levels of unrealized losses within our portfolio of investments in marketable securities in the future, we may recognize additional other-than-temporary impairment losses. As such, we continue to closely evaluate the status of our investments and our ability and intent to hold these investments.

As of February 28,November 30, 2019, approximately $176.0$190.5 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with $214.1$205.8 million at May 31, 2018.2019.  Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions.  Further, our operations in the U.S. generate sufficient cash flow to satisfy U.S. operating requirements.  Refer to Note 9, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.


Financing Activities

Our available liquidity, including our cash and cash equivalents and amounts available under our committed credit facilities, stood at $1.2 billion$822.0 million at February 28,November 30, 2019, compared with $1.01$1.28 billion at May 31, 2018. Our debt-to-capital ratio was 63.7% at February 28, 2019, compared with 57.1% at May 31, 2018.2019. During the current quarter, we used funds from our revolving credit facility to pay off our $450 million, 6.125% notes due in October 2019.

4.550% Notes due 2029

On February 27, 2019, we closed an offering for $350.0 million aggregate principal amount of 4.550% Notes due 2029 (the “2029 Notes”).  The proceeds from the 2029 Notes were used to repay a portion of the outstanding borrowings under our revolving credit facility and for general corporate purposes.  Interest on the 2029 Notes accrues from February 27, 2019 and is payable semiannually in arrears on March 1st and September 1st of each year beginning September 1, 2019, at a rate of 4.550% per year. The 2029 Notes mature on March 1, 2029.  The indenture governing this indebtedness includes cross-acceleration provisions. Under certain circumstances, where an event of default under our other instruments results in acceleration of the indebtedness under such instruments, holders of the indebtedness under the indenture are entitled to declare amounts outstanding immediately due and payable.


4.250% Notes due 2048

On December 20, 2017, we closed an offering for $300.0 million aggregate principal amount of 4.250% Notes due 2048 (the “2048 Notes”).  The proceeds from the 2048 Notes were used to repay $250.0 million in principal amount of unsecured 6.50% senior notes due February 15, 2018, and for general corporate purposes.  Interest on the 2048 Notes accrues from December 20, 2017 and is payable semiannually in arrears on January 15th and July 15th of each year beginning July 15, 2018, at a rate of 4.250% per year. The 2048 Notes mature on January 15, 2048.  The indenture governing this indebtedness includes cross-acceleration provisions. Under certain circumstances, where an event of default under our other instruments results in acceleration of the indebtedness under such instruments, holders of the indebtedness under the indenture are entitled to declare amounts outstanding immediately due and payable.

5.250% Notes due 2045 and 3.750% Notes due 2027

On March 2, 2017, we issued $50.0 million aggregate principal amount of 5.250% Notes due 2045 (the “2045 Notes”) and $400.0 million aggregate principal amount of 3.750% Notes due 2027 (the “2027 Notes”).  The 2045 Notes are a further issuance of the $250 million aggregate principal amount of 5.250% Notes due 2045 initially issued by us on May 29, 2015.  Interest on the 2045 Notes accrues from December 1, 2016 and is payable semiannually in arrears on June 1st and December 1st of each year beginning June 1, 2017, at a rate of 5.250% per year. The 2045 Notes mature on June 1, 2045.  Interest on the 2027 Notes accrues from March 2, 2017 and is payable semiannually in arrears on March 15th and September 15th of each year, beginning September 15, 2017, at a rate of 3.750% per year. The 2027 Notes mature on March 15, 2027.  The indenture governing this indebtedness includes cross-acceleration provisions. Under certain circumstances, where an event of default under our other instruments results in acceleration of the indebtedness under such instruments, holders of the indebtedness under the indenture are entitled to declare amounts outstanding immediately due and payable.

Revolving Credit Agreement

During the quarter ended November 30, 2018, we replaced our previous $800.0 million revolving credit agreement, which was set to expire on December 5, 2019, with a $1.3 billion unsecured syndicated revolving credit facility (the “Revolving Credit Facility”), which expires on October 31, 2023.  The Revolving Credit Facility includes sublimits for the issuance of swingline loans, which are comparatively short-term loans used for working capital purposes and letters of credit.  The aggregate maximum principal amount of the commitments under the Revolving Credit Facility may be expanded upon our request, subject to certain conditions, up to $1.5 billion.  The Revolving Credit Facility is available to refinance existing indebtedness, to finance working capital and capital expenditures, and for general corporate purposes.  Accordingly, during October 2019, we intend to utilizeutilized available funds from our Revolving Credit Facility to repay our $450 million unsecured 6.125% senior notes, which maturematured on October 15, 2019.  At February 28,May 31, 2019, the outstanding balance on our 6.125% senior notes approximated $451.1$450.5 million, which is included in the current portion of long-term debt on our consolidated balance sheets.

The Revolving Credit Facility requires us to comply with various customary affirmative and negative covenants, including a leverage covenant and interest coverage ratio, which are calculated in accordance with the terms as defined by the credit agreement.  Under the terms of the leverage covenant, we may not permit our leverage ratio for total indebtedness to consolidated EBITDA for the four most recent fiscal quarters to exceed 3.75 to 1.0.  During certain periods and per the terms of the Revolving Credit Facility, this ratio ismay be increased to 4.25 to 1.0.  1.0 in the event of an acquisition for which the aggregate consideration is $100.0 million or greater.  The minimum required consolidated interest coverage ratio for EBITDA to interest expense is 3.50 to 1.  The interest coverage ratio is calculated at the end of each fiscal quarter for the four fiscal quarters then ended using anended.  For purposes of these computations, EBITDA asis defined in the credit agreement.Revolving Credit Facility.


As of February 28,November 30, 2019, we were in compliance with all financial covenants contained in our Revolving Credit Facility, including the leverage and interest coverage ratio covenants. At that date, our leverage ratio was 3.362.93 to 1, while our interest coverage ratio was 7.557.59 to 1. Our available liquidity under our Revolving Credit Facility stood at $949.4$513.8 million at February 28,November 30, 2019.

Our access to funds under our Revolving Credit Facility is dependent on the ability of the financial institutions that are parties to the Revolving Credit Facility to meet their funding commitments. Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Moreover, the obligations of the financial institutions under our Revolving Credit Facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.

Accounts Receivable Securitization Program

On May 9, 2017,2014, we entered into a new, three-year, $200.0 million accounts receivable securitization facility (the “AR Program”). The AR Program, which expires on May 8, 2020, was entered into pursuant to (1) a second amended and restated receivables sales agreement, dated as of May 9, 2014, and subsequently amended on August 29, 2014; November 3, 2015; December 31, 2016; and March 31, 2017 (the “Sale Agreement”), among certain of our subsidiaries (the “Originators”), and RPM Funding Corporation, a special purpose entity (the “SPE”) whose voting interests are wholly owned by us, and (2) an amended and restated receivables purchase agreement, dated as of May 9, 2014 and subsequently amended on February 25, 2015 and May 2, 2017 (the “Purchase Agreement”), among the SPE, certain purchasers from time to time party thereto (the “Purchasers”), and PNC Bank, National Association as administrative agent.

Under the Sale Agreement, the Originators may, during the term thereof, sell specified accounts receivable to the SPE, which may in turn, pursuant to the Purchase Agreement, transfer an undivided interest in such accounts receivable to the Purchasers.  Once transferred to the SPE, such receivables are owned in their entirety by the SPE and are not available to satisfy claims of our creditors or creditors of the originating subsidiaries until the obligations owing to the participating banks have been paid in full.  We indirectly hold a 100% economic interest in the SPE and will, along with our subsidiaries, receive the economic benefit of the AR Program.  The transactions contemplated by the AR Program do not constitute a form of off-balance sheet financing, and will be fully reflected in our financial statements.

The maximum availability under the AR Program is $200.0 million. Availability is further subject to changes in the credit ratings of our customers, customer concentration levels or certain characteristics of the accounts receivable being transferred and, therefore, at certain times, we may not be able to fully access the $200.0 million of funding available under the AR Program.


As of February 28,November 30, 2019, the outstanding balance under the AR Program was $90.0$100.0 million, which compares with the maximum availability on that date of $150.0$200.0 million.

The interest rate under the Purchase Agreement is based on the Alternate Base Rate, LIBOR Market Index Rate, one-month LIBOR or LIBOR for a specified tranche period, as selected by us, plus in each case a margin of 0.80%. In addition, we areas set forth in an Amended and Restated Fee Letter, dated May 2, 2017 (the “Fee Letter”), the SPE is obligated to pay a monthly unused commitment fee to the Purchasers based on the daily amount of unused commitments under the Agreement, which fee ranges from 0.30% to 0.50% based on usage.  The AR Program contains various customary affirmative and negative covenants, and also containsas well as customary default and termination provisions.

Our failure to comply with the covenants described above and other covenants contained in the Revolving Credit Facility could result in an event of default under that agreement, entitling the lenders to, among other things, declare the entire amount outstanding under the Revolving Credit Facility to be due and payable.payable immediately. The instruments governing our other outstanding indebtedness generally include cross-default provisions that provide that, under certain circumstances, an event of default that results in acceleration of our indebtedness under the Revolving Credit Facility will entitle the holders of such other indebtedness to declare amounts outstanding immediately due and payable.

2.25% Convertible Senior Notes due 2020

On December 9, 2013, we issued $205 million of 2.25% convertible senior notesConvertible Senior Notes due 2020 (the “Convertible Notes”).  We paid interest on the Convertible Notes semi-annually on June 15th and December 15th of each year.

We completed the redemption of all $205.0 million aggregate principal amount of our outstanding Convertible Notes on November 27, 2018 (the “Redemption Date”).  The redemption price for the Convertible Notes was equal to 100% of the principal amount of the Convertible Notes to be redeemed plus accrued and unpaid interest until, but excluding, the Redemption Date.  As a result of the issuance of the notice of redemption, the Convertible Notes became convertible at any time prior to the close of business on November 26, 2018.  The conversion rate was 19.221062 shares of RPM common stock per $1,000 original principal amount of the Convertible Notes, which is equivalent to a conversion price of approximately $52.12 per share (subject to adjustment in accordance with the terms of the Indenture).  In accordance with the provisions of the indenture for the Convertible Notes, we elected to settle the Convertible Notes surrendered for conversion through a combination settlement of cash and shares of RPM common stock. In settlement of those conversions, we paid an aggregate of approximately $204.6 million in cash, including cash in lieu of fractional shares, and issued 598,601 shares of RPM common stock in the aggregate.


Stock Repurchase Program

Under the termsOn January 9, 2008, we announced our authorization of our currenta stock repurchase program under which we may repurchase shares of RPM International Inc. common stock at management’s discretion for general corporate purposes.discretion.  As announced on November 28, 2018, our goal is to return $1.0 billion in capital to stockholders by May 31, 2021 through share repurchases.  On April 16, 2019, after taking into account share repurchases under our existing stock repurchase program to date, our Board of Directors authorized the repurchase of the remaining $600.0 million in value of RPM International Inc. common stock by May 31, 2021.  As a result, we may repurchase shares from time to time in the open market or in private transactions at various times and in amounts and for prices that our management deems appropriate, subject to insider trading rules and other securities law restrictions. The timing of our purchases will depend upon prevailing market conditions, alternative uses of capital and other factors. We may limit or terminate the repurchase program at any time.

As announced on November 28, 2018, our goal is to return $1.5 billion in capital to stockholders by May 31, 2021 through dividends and share repurchases. During the three months ended February 28,November 30, 2019, we did not repurchase any shares of our common stock under this program.  During the three months ended November 30, 2018, we repurchased 1,570,6471,144,952 shares of our common stock at a cost of approximately $91.2$75.0 million, or an average cost of $58.08$65.50 per share, under this program. During the ninesix months ended February 28,November 30, 2019, we repurchased 2,819,0451,655,616 shares of our common stock at a cost of approximately $173.2$100.0 million, or an average cost of $61.45$60.40 per share, under this program.  During the six months ended November 30, 2018, we repurchased 1,248,398 shares of our common stock at a cost of approximately $82.0 million, or an average cost of $65.68 per share, under this program.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet financings for the year ended May 31, 2019, other than the minimum operating lease commitments as previously disclosed in our Form 10-K for the year ended May 31, 2018.2019. As of June 1, 2019, upon adoption of ASC 842, the minimum operating lease commitments are no longer off-balance sheet.  We have no subsidiaries that are not included in our financial statements, nor do we have any interests in, or relationships with, any special purpose entities that are not reflected in our financial statements.

OTHER MATTERS

Environmental Matters

Environmental obligations continue to be appropriately addressed and, based upon the latest available information, it is not anticipated that the outcome of such matters will materially affect our results of operations or financial condition. Our critical accounting policies and estimates set forth above describe our method of establishing and adjusting environmental-related accruals and should be read in conjunction with this disclosure. For additional information, refer to “Part II, Item 1. Legal Proceedings.”


FORWARD-LOOKING STATEMENTS

The foregoing discussion includes forward-looking statements relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents, and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (i) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; and (k) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Annual Report on Form 10-K for the year ended May 31, 2018,2019, as the same may be updated from time to time. We do not undertake any obligation to publicly update or revise any forward-looking statements to reflect future events, information or circumstances that arise after the filing date of this document.

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are exposed to market risk from changes in raw materials costs, interest rates and foreign exchange rates since we fund our operations through long- and short-term borrowings and conduct our business in a variety of foreign currencies. There were no material potential changes in our exposure to these market risks since May 31, 2018.2019.


ITEM 4.

CONTROLS AND PROCEDURES

(a) EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of February 28,November 30, 2019 (the “Evaluation Date”), have concluded that as of the Evaluation Date, our disclosure controls and procedures were effective in ensuring that information required to be disclosed by us in the reports we file or submit under the Exchange Act (1) is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms, and (2) is accumulated and communicated to our management, including the Chief Executive Officer and the Chief Financial Officer, as appropriate to allow for timely decisions regarding required disclosure.

(b) CHANGES IN INTERNAL CONTROL.

There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended February 28,November 30, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II — OTHEROTHER INFORMATION

ITEM 1.

SEC Investigation and Enforcement Action

As previously disclosed, we were notified by the SEC on June 24, 2014, that we are the subject of a formal investigation pertaining to the timing of our disclosure and accrual of loss reserves in fiscal 2013 with respect to the previously disclosed DOJ and GSA Office of Inspector General investigation into compliance issues relating to Tremco Roofing Division’s GSA contracts.  As previously disclosed, our audit committee completed an investigation into the facts and circumstances surrounding the timing of our disclosure and accrual of loss reserves with respect to the GSA and DOJ investigations, and determined that it was appropriate to restate our financial results for the first, second and third quarters of fiscal 2013.  These restatements had no impact on our audited financial statements for the fiscal years ended May 31, 2013 or 2014.  The audit committee’s investigation concluded that there was no intentional misconduct on the part of any of our officers.

In connection with the foregoing, on September 9, 2016, the SEC filed an enforcement action in the U.S. District Court for the District of Columbia against us and our General Counsel.  We have cooperated with the SEC’s investigation and believe the allegations in the complaint mischaracterize both our and our General Counsel’s actions in connection with the matters related to our quarterly results in fiscal 2013 and are without merit.  The complaint seeks disgorgement of gains that may have resulted from the conduct alleged in the complaint, and payment of unspecified monetary penalties from us and our General Counsel pursuant to Section 20(d) of the Securities Act and Section 21(d)(3) of the Exchange Act.  Further, the complaint seeks to permanently enjoin us from violations of Sections 17(a)(2) and (a)(3) of the Securities Act, Sections 13(a), 13(b)(2)(A) and 13(b)(2)(B) of the Exchange Act, and Exchange Act Rules 12b-20, 13a-1, 13a-11 and 13a-13, and to permanently enjoin our General Counsel from violations of Sections 17(a)(2) and (a)(3) of the Securities Act and Exchange Act Rules 13b2-1 and 13b2-2(a).  Both we and our General Counsel filed motions to dismiss the complaint on February 24, 2017.  Those motions to dismiss the complaint were denied by the Court on September 29, 2017.  We and our General Counsel filed answers to the complaint on October 16, 2017.  Formal discovery commenced in January 2018 and is ongoing.closed as of June 3, 2019, other than one remaining discovery dispute.  The parties have engaged in written discovery, and depositions ofseveral fact witnesses began in September 2018.  Further depositions scheduled in Januarywere deposed.  The dispositive motion briefing schedule was vacated by the Court on July 2, 2019, were put on hold due to the U.S. government shutdown.  The Court recently granted a joint motion to modify the case schedule in light of the delay resulting from the U.S. government shutdown,remaining discovery dispute, and set deadlines including May 10, 2019 for discovery, July 19, 2019 for our and our General Counsel’s dispositive motions, September 13, 2019 for the SEC’s oppositions and cross-dispositive motions, October 11, 2019 for our and our General Counsel’s reply briefs and cross-oppositions, and November 8, 2019 for the SEC’s cross-reply brief.will be reset once this dispute is fully resolved.  We intend to continue to contest the allegations in the complaint vigorously.

Environmental Proceedings

In June 2017, the U.S. EPA visited a Kop-Coat facility and then issued a notice of potential non-compliance with Toxic Release Inventory reporting requirements under the Emergency Planning and Community Right-to-Know Act in September 2018.  On March 21, 2019, Kop-Coat and U.S. EPA signed a Consent Agreement and Final Order with regard to this matter that includes a penalty of $154,220.

As previously reported, several of our subsidiaries are, from time to time, identified as a “potentially responsible party” under the federal Comprehensive Environmental Response, Compensation and Liability Act and similar local environmental statutes. In some cases, our subsidiaries are participating in the cost of certain clean-up efforts or other remedial actions. Our share of such costs to date, however, has not been material and management believes that these environmental proceedings will not have a material adverse effect on our consolidated financial condition or results of operations. See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations1 — OtherBusiness — Environmental Matters,” in Part I of this QuarterlyAnnual Report on Form 10-Q.10-K.  

On August 13, 2019, Kirker Enterprises Inc. received an Administrative Order and Civil Administrative Penalty Assessment letter from the State of New Jersey Department of Environmental Protection Division of Air Enforcement formally notifying it of alleged failures to fulfill all conditions of an air permit applicable to its Patterson, New Jersey facility.  The letter includes a proposed penalty of approximately $192,000.

Carboline Company previously was identified as a potentially responsible party in connection with a matter filed on behalf of the U.S. EPA claiming that Carboline Company, among other potentially responsible parties, violated Section 107 of the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) and seeking reimbursement for response costs incurred in connection with the release or threatened release of hazardous substances at the Lammers Barrel Superfund Site in Beavercreek, Ohio.  Subsequent to the end of the current quarter, Carboline Company agreed in principle to settle this matter for $1.3 million, which amount is subject to final approval and court entry of the proposed consent decree relating to this matter.

ITEM 1A.

RISK FACTORS

In addition to the other information set forth in this report, you should carefully consider the risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2018.2019.


ITEM 2.

UNREGISTERED SALE OF EQUITYEQUITY SECURITIES AND USE OF PROCEEDS

(c) The following table presents information about repurchases of common stock we made during the thirdsecond quarter of fiscal 2019:2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Number of

 

 

 

 

 

 

 

 

 

 

 

of Shares

 

 

Shares that

 

 

 

 

 

 

 

 

 

 

 

Purchased as

 

 

May Yet be

 

 

 

 

 

 

 

 

 

 

 

Part of Publicly

 

 

Purchased

 

 

 

Total Number

 

 

Average

 

 

Announced

 

 

Under the

 

 

 

of Shares

 

 

Price Paid

 

 

Plans or

 

 

Plans or

 

Period

 

Purchased(1)

 

 

Per Share

 

 

Programs

 

 

Programs(2)

 

December 1, 2018 through December 31, 2018

 

 

990,714

 

 

$

59.35

 

 

 

970,647

 

 

 

 

 

January 1, 2019 through January 31, 2019

 

 

600,000

 

 

$

56.02

 

 

 

600,000

 

 

 

 

 

February 1, 2019 through February 28, 2019

 

 

3,277

 

 

$

57.58

 

 

 

 

 

 

 

 

 

Total - Third Quarter

 

 

1,593,991

 

 

$

58.09

 

 

 

1,570,647

 

 

 

2,229,737

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Maximum

 

 

 

 

 

 

 

 

 

 

Total Number

 

 

Dollar Amount

 

 

 

 

 

 

 

 

 

 

of Shares

 

 

that

 

 

 

 

 

 

 

 

 

 

Purchased as

 

 

May Yet be

 

 

 

 

 

 

 

 

 

 

Part of Publicly

 

 

Purchased

 

 

Total Number

 

 

Average

 

 

Announced

 

 

Under the

 

 

of Shares

 

 

Price Paid

 

 

Plans or

 

 

Plans or

Period

 

Purchased(1)

 

 

Per Share

 

 

Programs

 

 

Programs(2)

September 1, 2019 through September 30, 2019

 

 

7,354

 

 

$

69.30

 

 

 

-

 

 

 

October 1, 2019 through October 31, 2019

 

 

51,179

 

 

$

68.75

 

 

 

-

 

 

 

November 1, 2019 through November 30, 2019

 

 

-

 

 

$

-

 

 

 

-

 

 

 

Total - Second Quarter

 

 

58,533

 

 

$

68.82

 

 

 

-

 

 

 

 

(1)

Includes 23,34458,533 shares of common stock that were disposed of back to us in satisfaction of tax obligations related to the vesting of restricted stock which was granted under RPM International Inc.'s Amended and Restated 2014 Omnibus Equity and Incentive Plan and 2007 Restricted Stock Plan.  

(2)

The maximum dollar amount that may yet be repurchased under our program was approximately $494.7 million at November 30, 2019. Refer to Note 11 to the consolidated financial statementsConsolidated Financial Statements for further information regarding our stock repurchase program.


ITEM 6.

EXHIBITS

 

Exhibit

Number

 

Description

 

 

 

  4.1

Officers’ Certificate and Authentication Order dated February 27, 2019 for the 4.550% Notes due 2029 (which includes the form of Note) issued pursuant to the Indenture dated as of April 8, 2014 between the company and Wells Fargo Bank, National Association, which is incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K, as filed with the Securities and Exchange Commission on February 28, 2019 (File No. 1-14187).

31.1

 

Rule 13a-14(a) Certification of the Company’s Chief Executive Officer.(x)

 

 

 

  31.2

 

Rule 13a-14(a) Certification of the Company’s Chief Financial Officer.(x)

 

 

 

  32.1

 

Section 1350 Certification of the Company’s Chief Executive Officer.(x)

 

 

 

  32.2

 

Section 1350 Certification of the Company’s Chief Financial Officer.(x)

 

 

 

101.INS

 

Inline XBRL Instance Document.Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

 

 

 

101.SCH

 

Inline XBRL Taxonomy Extension Schema Document.

 

 

 

101.PRE

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document.

 

 

 

101.DEF

 

Inline XBRL Taxonomy Extension Definition Linkbase Document.

 

 

 

101.CAL

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document.

 

 

 

101.LAB

 

Inline XBRL Taxonomy Extension Label Linkbase Document.

104

The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2019, has been formatted in Inline XBRL

 

(x)

Filed herewith.


SIGNATURESSIGNATURES

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.

 

RPM International Inc.

 

 

 

By:

 

/s/ Frank C. Sullivan

 

 

Frank C. Sullivan

 

 

Chairman and Chief Executive Officer

 

 

 

By:

 

/s/ Russell L. Gordon

 

 

Russell L. Gordon

 

 

Vice President and

 

 

Chief Financial Officer

Dated: AprilJanuary 8, 2019

2020

 

46