1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the Period Ended June 30, 1995
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 For the transition period
from to
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Commission file number 1-4851
THE SHERWIN-WILLIAMS COMPANY
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(Exact name of registrant as specified in its charter)
OHIO 34-0526850
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075
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(Address of principal executive offices) (Zip Code)
(216) 566-2000
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(Registrant's telephone number including area code)
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 X No
------ ------
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practical date.
Common Stock, $1.00 Par Value -- 85,265,195 shares as of July 31, 1995.
2
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
STATEMENTS OF CONSOLIDATED INCOME (UNAUDITED)
Thousands of dollars, except per share data
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
1995 1994 1995 1994
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Net sales $904,729 $880,531 $1,621,525 $1,519,688
Costs and expenses:
Cost of goods sold 516,782 501,756 941,019 879,023
Selling, general and administrative expenses 271,035 265,669 535,660 503,551
Interest expense 562 711 1,209 1,698
Interest and net investment income (2,042) (1,414) (4,626) (3,232)
Other 2,191 3,565 2,326 3,187
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788,528 770,287 1,475,588 1,384,227
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Income before income taxes 116,201 110,244 145,937 135,461
Income taxes 42,994 41,089 53,997 50,798
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Net income $ 73,207 $ 69,155 $ 91,940 $ 84,663
====================================================================================================================================
Net income per share $ 0.85 $ 0.80 $ 1.07 $ 0.96
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SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars
June 30, Dec. 31, June 30,
1995 1994 1994
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ASSETS
Current assets
Cash and cash equivalents $ 148,438 $ 251,415 $ 103,648
Accounts receivable, less allowance 437,084 310,984 417,638
Inventories:
Finished goods 442,362 396,299 417,310
Work in process and raw materials 74,868 62,921 63,015
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517,230 459,220 480,325
Other current assets 176,988 167,005 171,000
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Total current assets 1,279,740 1,188,624 1,172,611
Deferred pension assets 229,465 225,962 220,621
Other assets 148,429 138,243 152,901
Property, plant and equipment 935,126 892,553 871,122
Less allowances for depreciation
and amortization 508,481 483,351 468,128
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426,645 409,202 402,994
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Total assets $2,084,279 $1,962,031 $1,949,127
================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Accounts payable $ 300,061 $ 258,930 $ 307,104
Compensation and taxes withheld 62,452 79,110 70,515
Other accruals 250,350 218,240 215,659
Accrued taxes 57,029 40,768 62,023
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Total current liabilities 669,892 597,048 655,301
Long-term debt 20,732 20,465 23,497
Postretirement benefits other than pensions 174,214 172,114 167,225
Other long-term liabilities 96,474 119,060 108,298
Shareholders' equity
Common stock - $1.00 par value:
85,237,391, 84,825,830 and
85,460,609 shares outstanding
at June 30, 1995, December 31,
1994 and June 30, 1994,
respectively 100,863 100,370 100,195
Other capital 166,736 159,562 154,614
Retained earnings 1,160,762 1,096,066 1,018,115
Cumulative foreign currency
translation adjustment (19,926) (20,006) (20,638)
Treasury stock, at cost (285,468) (282,648) (257,480)
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Total shareholders' equity 1,122,967 1,053,344 994,806
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Total liabilities and shareholders' equity $2,084,279 $1,962,031 $1,949,127
================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of dollars
Six months ended June 30,
-------------------------
1995 1994
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OPERATIONS
Net income $ 91,940 $ 84,663
Non-cash adjustments:
Depreciation and amortization 30,205 28,502
Amortization of intangible assets 6,743 6,468
Increase in deferred pension assets (3,503) (6,038)
Other 9,208 7,500
Change in current assets and liabilities-net (140,716) (99,710)
Other (7,338) (4,950)
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Net operating cash (13,461) 16,435
INVESTING
Capital expenditures (49,309) (39,436)
Short-term investments 0 39,700
Acquisition of assets (7,935) (531)
Other (8,794) (3,845)
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Net investing cash (66,038) (4,112)
FINANCING
Payments of long-term debt (765) (14,405)
Payments of cash dividends (27,245) (24,407)
Treasury stock acquired (2,820) (102,980)
Proceeds from stock options exercised 6,584 3,380
Other 768 (355)
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Net financing cash (23,478) (138,767)
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Net decrease in cash and cash equivalents (102,977) (126,444)
Cash and cash equivalents at beginning of period 251,415 230,092
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Cash and cash equivalents at end of period $ 148,438 $ 103,648
================================================================================
Taxes paid on income $ 37,827 $ 30,300
Interest paid on debt 1,264 1,807
<FN>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Periods ended June 30, 1995 and 1994
Note A--BASIS OF PRESENTATION
The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q.
Accordingly, they do not include all of the information and footnotes required
by generally accepted accounting principles for complete financial statements.
For further information, refer to the consolidated financial statements and
footnotes thereto included in the Company's Form 10-K for the fiscal year ended
December 31, 1994. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. The consolidated results for the three months and six months
ended June 30, 1995 are not necessarily indicative of the results to be
expected for the fiscal year ending December 31, 1995.
Note B--DIVIDENDS
Dividends paid on common stock during each of the first two quarters of 1995
and 1994 were $.16 per share and $.14 per share, respectively.
Note C--INVESTMENT IN LIFE INSURANCE
The Company invests in broad-based corporate owned life insurance. The cash
surrender value of the policies, net of policy loans, are included in Other
Assets. The net expense associated with such investment is included in Other
Costs and Expenses. Such expense is immaterial to income before income taxes.
Note D--OTHER COSTS AND EXPENSES
Significant items included in other costs and expenses are as follows:
Three months ended Six months ended
Thousands of dollars June 30, June 30,
---------------------- ---------------------
1995 1994 1995 1994
---- ---- ---- ----
Dividend and royalty income $ 1,269 $ 4,034 $ 7,816 $ 5,436
Provisions for environmental
remediation (2,000) (3,000) (2,000)
Provisions for disposition and
termination of operations (1,500)
Net expense of financing and
investing activities (2,724) (4,820) (4,428) (5,267)
The net expense of financing and investing activities represents the realized
gains or losses associated with disposing of fixed assets, the net gain or loss
associated with the investment of certain long-term asset funds, the net
pre-tax expense associated with the Company's investment in broad-based
corporate owned life insurance and, in 1994, the premium associated with the
retirement of $13,100,000 principal of outstanding 9.875 percent debentures.
Note E--RECLASSIFICATION
Certain amounts in the 1994 financial statements have been reclassified to
conform with the 1995 presentation.
6
Note F--COMPUTATION OF NET INCOME PER SHARE
Three months ended Six months ended
Thousands of dollars, except per share data June 30, June 30,
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1995 1994 1995 1994
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Fully Diluted
Average shares outstanding 85,203,138 86,066,847 85,130,534 87,195,022
Options - treasury stock method 588,297 555,948 574,199 608,804
Assumed conversion of 6.25% Convertible
Subordinated Debentures 71,769 7,942 75,363
----------- ----------- ----------- -----------
Average fully diluted shares 85,791,435 86,694,564 85,712,675 87,879,189
=========== =========== =========== ===========
Net income $ 73,207 $ 69,155 $ 91,940 $ 84,663
Add 6.25% Convertible Subordinated
Debentures interest - net of tax 2 5
----------- ----------- ----------- -----------
Net income applicable to fully diluted shares $ 73,207 $ 69,157 $ 91,940 $ 84,668
=========== =========== =========== ===========
Net income per share $ 0.85 $ 0.80 $ 1.07 $ 0.96
=========== =========== =========== ===========
Primary
Average shares outstanding 85,203,138 86,066,847 85,130,534 87,195,022
Options - treasury stock method 571,504 541,257 549,715 598,057
----------- ----------- ----------- -----------
Average shares and equivalents 85,774,642 86,608,104 85,680,249 87,793,079
=========== =========== =========== ===========
Net income $ 73,207 $ 69,155 $ 91,940 $ 84,663
=========== =========== =========== ===========
Net income per share $ 0.85 $ 0.80 $ 1.07 $ 0.96
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<FN>
All 6.25% Convertible Subordinated Debentures outstanding at December 31, 1994 were converted to common stock during the
first quarter of 1995 without incurring further interest.
7
Note G--BUSINESS SEGMENTS
Net External Sales/Operating Profit (Loss)
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Three months ended June 30, Six months ended June 30,
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Thousands of dollars 1995 1994 1995 1994
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NET OPERATING Net Operating NET OPERATING Net Operating
EXTERNAL PROFIT External Profit EXTERNAL PROFIT External Profit
SALES (LOSS) Sales (Loss) SALES (LOSS) Sales (Loss)
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Paint Stores $ 579,064 $ 52,381 $ 545,117 $ 47,461 $ 1,023,095 $ 53,106 $ 937,008 $ 46,519
Coatings 322,282 73,038 331,781 71,198 591,620 110,951 575,538 106,614
Other 3,383 3,119 3,633 3,471 6,810 5,903 7,142 4,939
--------- --------- --------- --------- ----------- --------- ----------- ---------
Segment totals $ 904,729 128,538 $ 880,531 122,130 $ 1,621,525 169,960 $ 1,519,688 158,072
========= ========= =========== ===========
Corporate expenses-net (12,337) (11,886) (24,023) (22,611)
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Income before income taxes $ 116,201 $ 110,244 $ 145,937 $ 135,461
========= ========= ========= =========
===================================================================================================================================
Intersegment Transfers
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Thousands of dollars Three months ended June 30, Six months ended June 30,
---------------------------------- ------------------------------------
1995 1994 1995 1994
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Coatings $ 201,538 $ 205,225 $ 351,560 $ 349,052
Other 4,682 4,380 9,148 8,645
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Segment totals $ 206,220 $ 209,605 $ 360,708 $ 357,697
========= ========= ========= =========
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<FN>
Operating profit is total revenue, including realized profit on intersegment transfers, less operating costs and expenses.
Export sales, sales of foreign subsidiaries, and sales to any individual customer were each less than 10% of consolidated sales to
unaffiliated customers during all periods presented.
Intersegment transfers are accounted for at values comparable to normal unaffiliated customer sales.
8
Item 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
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Consolidated net sales increased 2.7 percent in the second quarter and 6.7
percent in the first six months over the comparable 1994 periods. The Paint
Stores Segment's sales increased 6.2 and 9.2 percent for the same two periods,
respectively, as all operating regions achieved improved sales results over
1994. Increased gallons sold, particularly to wholesale customers, which
include professional painter, contractor, industrial and commercial maintenance
accounts, generated the majority of this improvement. Retail sales continue to
decline from last year. Comparable-store sales were up 4.9 percent in the
second quarter and 8.1 percent in the first six months. Despite a 2.9 percent
sales decrease for the Coatings Segment in the second quarter caused by reduced
retail demand, year-to-date sales remain 2.8 percent higher than last year.
Revenue generated by real estate operations in the Other Segment decreased
slightly for the second quarter and year-to-date.
Consolidated gross profit as a percent of sales declined to 42.9 percent from
43.0 percent for the second quarter and to 42.0 percent from 42.2 percent for
the first six months. The Paint Stores Segment's gross margins decreased from
last year primarily due to difficulties in implementing price increases to
cover increased raw material costs earlier in the year. Margins in the
Coatings Segment increased from last year primarily due to the combination of
manufacturing efficiencies, higher volume and increased selling prices which
helped to offset the effect of increased raw material costs.
Consolidated selling, general and administrative expenses as a percent of sales
were lower than last year for the second quarter and year-to-date. SG&A
expenses as a percent of sales were below last year in the Paint Stores Segment
due primarily to containment of expenses to offset margin deficits. The
Coatings Segment's SG&A expenses as a percent of sales were higher than last
year due primarily to the sales shortfall in the second quarter and increased
market penetration costs for new customers in the Consumer Brands Division
throughout the year.
Interest expense continues to decline from 1994 due to the normal maturities of
long-term debt and the acquisition of certain outstanding long-term debentures
in the second quarter of 1994. Net investment income was above last year for
the second quarter and first six months due to increased investment yields in
1995 combined with lower cash balances in 1994 which resulted from the purchase
of common stock for treasury purposes.
Other expenses decreased in the second quarter and first six months from 1994.
Year-to-date royalty income exceeded last year due to increased dividends
received from an unconsolidated subsidiary of the Company. In addition, the
net expense of financing and investing activities is lower than last year for
the quarter and year-to-date primarily due to the 1994 premium associated with
the acquisition of long-term debt offset somewhat by increased 1995 expenses
related to the Company's investment in broad-based corporate owned life
insurance.
Net income for the second quarter of 1995 increased to $73,207,000 or $.85 per
share from $69,155,000 or $.80 per share in 1994. Net income for the first
six months of 1995 increased to $91,940,000 or $1.07 per share from $84,663,000
or $.96 per share in 1994 due in part to a lower average number of shares
outstanding due to significant treasury stock purchases made during 1994.
9
FINANCIAL CONDITION
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The Company's financial position remains strong. Cash and cash equivalents
decreased $103 million since year end due to capital expenditures of $49.3
million, cash dividends of $27.2 million and normal operating needs for
seasonally higher accounts receivable and inventories. A 1995 increase in the
current ratio to 1.91 from 1.79 at the end of the second quarter occurred
primarily due to increased cash, receivables and inventories. Since June 30,
1994, cash and cash equivalents increased $44.8 million primarily due to cash
generated by operations of $220.6 million being offset by treasury stock
acquisitions of $28.0 million, capital expenditures of $88.5 million, payments
of cash dividends totaling $51.2 million, acquisitions of assets of $16.6
million and normal working capital needs. Short-term borrowings have not been
utilized during 1995. The Company believes that sufficient cash flows should
be generated from operations to remain in an investment position for the
remainder of the year.
Capital expenditures during the first six months of 1995 represented primarily
the cost of remerchandising, remodeling or relocating paint stores, the
construction or expansion of distribution centers and the continued upgrade at
manufacturing and research facilities. We do not anticipate the need for any
external financing to support our capital programs.
During the first six months of 1995, approximately 81,800 shares of our own
stock were received in exchange from the exercise of stock options. We did not
acquire any shares of our own stock through open market purchases during this
time period. We acquire our own stock for general corporate purposes and,
depending upon our cash position and market conditions, we may acquire
additional shares of stock in the future.
10
The Company and certain other companies are defendants in lawsuits arising from
the manufacture and sale of lead pigments and lead paints. It is possible that
additional lawsuits may be filed against the Company in the future with similar
allegations. The various existing lawsuits seek damages for personal injuries
and property damage, along with costs incurred to abate the lead related paint
from buildings. The Company believes that such lawsuits are without merit and
is vigorously defending them. The Company does not believe that any potential
liability which may ultimately be determined to be attributable to the Company
arising out of such lawsuits will have a material adverse effect on the
Company's business or financial condition.
The operations of the Company, like those of other companies in our industry,
are subject to various federal, state and local environmental laws and
regulations. These laws and regulations not only govern our current operations
and products, but also impose potential liability on the Company for past
operations which were conducted utilizing practices and procedures that were
considered acceptable under the laws and regulations existing at that time.
The Company expects the environmental laws and regulations to impose
increasingly stringent requirements upon the Company and our industry in the
future. The Company believes it conducts its operations in compliance with
applicable environmental laws and regulations and has implemented various
programs designed to protect the environment and ensure continued compliance.
The Company is involved with environmental compliance and remediation
activities at some of its current and former sites. The Company, together with
other parties, has also been designated a potentially responsible party under
federal and state environmental protection laws for the remediation of
hazardous waste at a number of third-party sites, primarily Superfund sites.
In general, these laws provide that potentially responsible parties may be held
jointly and severally liable for investigation and remediation costs regardless
of fault. The Company may be similarly designated with respect to additional
third-party sites in the future.
Although the Company continuously assesses its potential liability for
remediation activities with respect to its past operations and third-party
sites, any potential liability ultimately determined to be attributable to the
Company is subject to a number of uncertainties including, among others, the
number of parties involved with respect to any given site, the volumetric
contribution which may be attributed to the Company relative to that
attributable to other parties, the nature and magnitude of the wastes involved,
and the method and extent of remediation. The Company has accrued for certain
environmental remediation activities relating to its past operations and
third-party sites, including Superfund sites, for which commitments or clean-up
plans have been developed or for which costs or minimum costs can be reasonably
estimated. These environmental-related accruals are adjusted as information
becomes available upon which more accurate costs can be reasonably estimated.
In the opinion of the Company's management, any potential liability ultimately
attributed to the Company for its environmental-related matters will not have a
material adverse effect on the Company's financial condition, liquidity or cash
flow.
11
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders.
---------------------------------------------------
A. The Annual Meeting of the Shareholders of The Sherwin-Williams
Company was held on April 26, 1995.
B. The following persons were nominated to serve, and were
elected, directors of the Company to serve until the next annual meeting and
until their successors are elected: J.M. Biggar, J.G. Breen, L. Carter, T.A.
Commes, D.E. Evans, R.W. Mahoney, W.G. Mitchell, A.M. Mixon, III, H.O.
Petrauskas and R.K. Smucker. The Annual Meeting's voting results for each such
nominee are as follows:
Name For Withheld Abstain
- ---- --- -------- -------
J.M. Biggar 74,678,332 242,274 19,082
J.G. Breen 74,668,201 242,274 29,213
L. Carter 74,666,025 242,274 31,389
T.A. Commes 74,680,448 242,274 16,966
D.E. Evans 74,647,664 242,274 49,750
R.W. Mahoney 74,684,280 242,274 13,134
W.G. Mitchell 74,692,956 242,274 4,458
A.M. Mixon, III 74,690,764 242,274 6,650
H.O. Petrauskas 74,679,170 242,274 18,244
R.K. Smucker 74,675,520 242,274 21,894
Item 6. Exhibits and Reports on Form 8-K.
--------------------------------
(a) Exhibits
(11) Computation of Net Income Per Share - See Note F to
Condensed Consolidated Financial Statements (Unaudited).
(27) Financial Data Schedule for the period ended June 30, 1995.
(b) Reports on Form 8-K
None.
12
SIGNATURES
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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.
THE SHERWIN-WILLIAMS COMPANY
August 11, 1995 By: /s/ J.L. Ault
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J.L. Ault
Vice President-Corporate Controller
August 11, 1995 By: /s/ L.E. Stellato
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L.E. Stellato
Vice President, General Counsel
and Secretary