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 March 31, 1998
---------------
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 number 1-4851
------
THE SHERWIN-WILLIAMS COMPANY
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
OHIO 34-0526850
- ------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
101 Prospect Avenue, N.W., Cleveland, Ohio 44115-1075
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(216) 566-2000
- --------------------------------------------------------------------------------
(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 - 173,502,996 shares as of April 30, 1998.
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 March 31,
-----------------------------
1998 1997
- --------------------------------------------------------------------------------
Net sales $ 1,104,147 $ 1,069,787
Costs and expenses:
Cost of goods sold 649,208 626,173
Selling, general and administrative expenses 394,222 387,876
Interest expense 18,587 20,798
Interest and net investment income (1,308) (2,960)
Other 2,796 (25)
- -------------------------------------------------------------------------------
1,063,505 1,031,862
- -------------------------------------------------------------------------------
Income before income taxes 40,642 37,925
Income taxes 15,444 14,791
- -------------------------------------------------------------------------------
Net income $ 25,198 $ 23,134
===============================================================================
Net income per common share:
Basic $ 0.15 $ 0.13
===============================================================================
Diluted $ 0.14 $ 0.13
===============================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
3
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS (UNAUDITED)
Thousands of dollars
MARCH 31, Dec. 31, March 31,
1998 1997 1997
- ------------------------------------------------------------------------------------------------------
ASSETS
Current assets
Cash and cash equivalents $ 2,734 $ 3,530 $ 58,203
Accounts receivable, less allowance 638,694 546,314 596,846
Inventories:
Finished goods 639,224 587,680 629,999
Work in process and raw materials 128,968 133,988 125,193
- ------------------------------------------------------------------------------------------------------
768,192 721,668 755,192
Other current assets 269,672 260,741 240,062
- ------------------------------------------------------------------------------------------------------
Total current assets 1,679,292 1,532,253 1,650,303
Goodwill 1,151,789 1,161,129 1,206,596
Intangible assets 305,775 310,221 290,491
Deferred pension assets 282,282 276,086 258,141
Other assets 71,866 63,854 113,976
Property, plant and equipment 1,389,736 1,357,844 1,245,657
Less allowances for depreciation 686,929 665,586 604,007
- ------------------------------------------------------------------------------------------------------
702,807 692,258 641,650
- ------------------------------------------------------------------------------------------------------
Total assets $ 4,193,811 $ 4,035,801 $ 4,161,157
======================================================================================================
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Short-term borrowings $ 280,752 $ 106,913 $ 498,967
Accounts payable 454,830 424,184 399,541
Compensation and taxes withheld 91,521 118,709 83,030
Current portion of long-term debt 53,979 53,926 52,676
Other accruals 376,183 367,392 415,302
Accrued taxes 53,778 44,539 72,860
- ------------------------------------------------------------------------------------------------------
Total current liabilities 1,311,043 1,115,663 1,522,376
Long-term debt 791,673 843,919 795,673
Postretirement benefits other than pensions 201,269 199,839 203,862
Other long-term liabilities 280,599 284,200 237,479
Shareholders' equity
Common stock - $1.00 par value:
173,700,341, 172,907,418 and 172,335,790
shares outstanding at March 31, 1998,
December 31, 1997 and March 31, 1997,
respectively 205,360 204,538 203,825
Other capital 131,255 119,695 102,853
Retained earnings 1,608,581 1,602,882 1,417,225
Accumulated other comprehensive
income (33,658) (33,517) (24,942)
Treasury stock, at cost (302,311) (301,418) (297,194)
- ------------------------------------------------------------------------------------------------------
Total shareholders' equity 1,609,227 1,592,180 1,401,767
- ------------------------------------------------------------------------------------------------------
Total liabilities and shareholders' equity $ 4,193,811 $ 4,035,801 $ 4,161,157
======================================================================================================
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
4
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
CONDENSED STATEMENTS OF CONSOLIDATED CASH FLOWS (UNAUDITED)
Thousands of dollars
Three months ended March 31,
-------------------------------
1998 1997
- --------------------------------------------------------------------------------------
OPERATIONS
Net income $ 25,198 $ 23,134
Non-cash adjustments:
Depreciation 23,197 20,802
Amortization of goodwill and intangible assets 12,427 15,543
Increase in deferred pension assets (6,000) (3,651)
Net increase in postretirement liability 1,430 1,349
Other 5,761 5,176
Change in current assets and liabilities-net (121,164) (127,602)
Proceeds of insurance settlement 53,883
Other (20,817) (7,288)
- -------------------------------------------------------------------------------------
Net operating cash (79,968) (18,654)
INVESTING
Capital expenditures (39,089) (33,883)
Acquisitions of assets (869,081)
Increase in other investments (8,541) (15,959)
Other 13,630 (11,626)
- -------------------------------------------------------------------------------------
Net investing cash (34,000) (930,549)
FINANCING
Net increase in short-term borrowings 173,840 330,362
Increase in long-term debt 704,699
Payments of long-term debt (52,102) (1,170)
Payments of cash dividends (19,499) (17,206)
Proceeds from stock options exercised 10,739 2,409
Costs related to issuance of debt (13,872)
Other 194 304
- -------------------------------------------------------------------------------------
Net financing cash 113,172 1,005,526
- -------------------------------------------------------------------------------------
Net (decrease) increase in cash and cash equivalents (796) 56,323
Cash and cash equivalents at beginning of year 3,530 1,880
- -------------------------------------------------------------------------------------
Cash and cash equivalents at end of period $ 2,734 $ 58,203
=====================================================================================
Taxes paid on income $ 5,453 $ 19,675
Interest paid on debt 30,195 13,514
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
5
THE SHERWIN-WILLIAMS COMPANY AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
Periods ended March 31, 1998 and 1997
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, 1997. 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 ended March 31, 1998 are
not necessarily indicative of the results to be expected for the fiscal year
ending December 31, 1998.
NOTE B--DIVIDENDS
Dividends paid on common stock during the first quarter of 1998 and 1997 were
$.1125 per share and $.10 per share, respectively.
NOTE C--INVESTMENT IN LIFE INSURANCE
The Company invests in broad-based corporate owned life insurance. The cash
surrender values 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.
NOTE D--OTHER COSTS AND EXPENSES
Significant items included in other costs and expenses are as follows:
Three months ended
------------------------
(Thousands of dollars) MARCH 31, March 31,
1998 1997
--------- ----------
Dividend and royalty income $ 916 $ 914
Net expense of financing and
investing activities 2,433 3,071
Foreign currency gain (loss) (3,099) (1,678)
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 1998, the net gain related to the sale of the Company's
joint venture interest in American Standox, Inc.
NOTE E--COMPREHENSIVE INCOME
As of January 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income". SFAS No. 130
establishes new rules for the reporting and display of
6
comprehensive income and its components; however, the adoption of this statement
had no impact on the Company's net income or shareholders' equity. SFAS No. 130
requires other comprehensive income to include foreign currency translation
adjustments and minimum pension liability adjustments, which prior to adoption
were reported separately in shareholders' equity. The March 31, 1997 and
December 31, 1997 financial statements have been reclassified to conform to the
requirements of SFAS No. 130.
During the first quarter of 1998 and 1997, total comprehensive income, which
includes net income and other comprehensive income, amounted to $25,057 and
$17,174, respectively.
NOTE F--RECLASSIFICATION
Certain amounts in the 1997 financial statements have been reclassified to
conform with the 1998 presentation.
7
NOTE G--NET INCOME PER COMMON SHARE
Three months ended
-----------------------------
Thousands of dollars, except per share data MARCH 31, March 31,
1998 1997
------------ ------------
Basic
Average common shares outstanding 172,903,717 171,653,545
============ ============
Net income $ 25,198 $ 23,134
============ ============
Net income per common share $ 0.15 $ 0.13
============ ============
Diluted
Average common shares outstanding 172,903,717 171,653,545
Non-vested restricted stock grants 242,900 416,500
Stock options - treasury stock method 1,406,889 1,677,674
------------ ------------
Average common shares assuming dilution 174,553,506 173,747,719
============ ============
Net income $ 25,198 $ 23,134
============ ============
Net income per common share $ 0.14 $ 0.13
============ ============
Net income per common share has been computed in accordance with Statement of
Financial Accounting Standards (SFAS) No. 128 adopted for the quarter ending
December 31, 1997. All net income per share amounts shown for the quarter ending
March 31, 1997 have been restated to conform to the provisions of SFAS No. 128.
The adoption of SFAS No. 128 for the three months ended March 31, 1997 had no
effect on net income per share from the previous method of computing net income
per share.
8
NOTE H--BUSINESS SEGMENTS
Net External Sales/Operating Profit
- -----------------------------------
Three months ended March 31,
-------------------------------------------------------------------
Thousands of dollars 1998 1997
---------------------------- ----------------------------
NET Net
EXTERNAL OPERATING External Operating
SALES PROFIT Sales Profit
----------- ----------- ------------ ----------
Paint Stores $ 581,265 $ 11,247 $ 532,173 $ 7,127
Coatings 519,835 66,998 534,780 65,261
Other 3,047 3,156 2,834 2,948
----------- ----------- ------------ ----------
Segment totals $1,104,147 81,401 $1,069,787 75,336
=========== ============
Corporate expenses - net (40,759) (37,411)
----------- ----------
Income before income taxes $ 40,642 $ 37,925
=========== ==========
=============================================================================================================================
Intersegment Transfers
- ----------------------
Three months ended March 31,
----------------------------------
Thousands of dollars 1998 1997
----------- ------------
Coatings $ 226,548 $ 206,104
Other 5,608 5,266
----------- ------------
Segment totals $ 232,156 $ 211,370
=========== ============
=============================================================================================================================
Operating profit is total revenue, including realized profit on intersegment
transfers, less operating costs and expenses.
Net external sales and operating profits of consolidated foreign subsidiaries
were $132.5 million and $8.8 million, respectively, for the first quarter of
1998, and $124.8 million and $11.1 million, respectively, for the first quarter
of 1997. Identifiable assets of these subsidiaries totaled $152.3 million and
$194.3 million, respectively, at March 31, 1998 and 1997. Domestic operations
account for the remaining net external sales, operating profits and identifiable
assets. Corporate expenses and identifiable assets do not include any
significant foreign operations. No single geographic area outside the United
States was significant relative to consolidated net external sales or
consolidated identifiable assets.
Export sales 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.
9
ITEM 2. MANAGEMENT'S DISCUSSION AND
ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
- ---------------------
Consolidated net sales increased 3.2 percent during the first quarter of 1998,
to $1,104,147,000, over the comparable period in 1997. First quarter sales in
the Paint Stores Segment were 9.2 percent higher than last year due to increased
paint gallons sold to both retail and wholesale customers combined with sales
gains in its remaining product lines (wallcovering, floorcovering, spray
equipment and associated products). Wholesale customers include professional
painters, contractors and industrial and commercial maintenance accounts.
Comparable-store sales were 7.8 percent higher than last year for the quarter.
The Coatings Segment's first quarter sales decreased 2.8 percent from 1997 due
primarily to the loss of certain coatings, aerosol and detergent business which
resulted from the Segment's unwillingness to make pricing concessions. Revenue
generated by real estate operations in the Other Segment increased 7.5 percent
in the first quarter due to the attainment of lease commitments for former
vacant space.
Consolidated gross profit as a percent of sales for the first quarter decreased
to 41.2 percent from 41.5 percent in 1997. First quarter margins in the Paint
Stores Segment were higher than last year due to increased gallons sold to its
retail customers combined with sales gains in its paint and paint-related
product lines. The Coatings Segment's margins were slightly lower than last year
due primarily to increased raw material costs combined with sales shifts to
lower-margin customers and products.
Consolidated selling, general and administrative expenses as a percent of sales
were favorable to last year for the first quarter. In the Paint Stores Segment,
SG&A expenses as a percent of sales were essentially even with last year. The
Coatings Segment's SG&A ratio was favorable to last year in the first quarter
due primarily to the implementation of cost controls to offset the effect of
certain lost business.
The decrease in interest expense from the first quarter of 1997 occurred due to
lower average borrowings outstanding throughout the quarter. Average short-term
borrowing rates were slightly higher than last year.
Other costs and expenses were higher than last year for the first quarter due to
increased foreign currency exchange losses combined with increased expenses of
financing and investing activities, offset partially by a gain on the sale of
the Company's joint venture interest in American Standox, Inc.
Net income for the first quarter of 1998 increased 8.9 percent to $25,198,000,
while diluted net income per common share increased to $.14 per share from $.13
per share in the first quarter of 1997.
10
FINANCIAL CONDITION
- -------------------
During the first three months of 1998, cash and cash equivalents decreased $0.8
million, net long-term debt decreased $52.2 million and short-term borrowings
increased $173.8 million. Short-term borrowings outstanding relate to the
Company's commercial paper program, which had unused borrowing availability of
$719.2 million at March 31, 1998. This program is backed by the Company's
revolving credit agreements. The decrease in long-term debt is primarily related
to the payment of a $50.0 million floating rate note during the first quarter.
The proceeds from the issuance of short-term borrowings were used for capital
expenditures of $39.1 million, cash dividends of $19.5 million and normal
operating needs for seasonally higher accounts receivable and inventories. The
Company's current ratio declined to 1.28 from 1.37 at December 31, 1997. The
decrease in this ratio occurred primarily due to the increased short-term
borrowings.
Since March 31, 1997, cash and cash equivalents decreased $55.5 million
primarily due to cash generated by operations of $381.2 million offset by
capital expenditures of $169.2 million, reductions in short-term borrowings and
net long-term debt of $220.9 million, payments of cash dividends of $71.3
million and normal working capital needs. The Company expects to remain in a
borrowing position throughout 1998.
Capital expenditures during the first quarter of 1998 represented primarily the
costs of upgrading or installing point-of-sale terminals in the paint stores and
costs for construction, capacity expansion or upgrade of distribution centers
and manufacturing facilities. We do not anticipate the need for any specific
external financing to support our capital programs during the remainder of 1998.
During the first three months of 1998, approximately 29,500 shares of our own
stock were received from the exercise of stock options. We did not acquire any
of our own shares through open market purchases during this time period. We
acquire our own stock for general corporate purposes and, depending on our cash
position and market conditions, we may acquire additional shares of our own
stock in the future.
The Company and certain other companies are defendants in a number of 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 involving the abatement
of lead related paint from buildings and medical monitoring costs. 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
11
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 promote continued compliance.
The Company is involved with environmental compliance and remediation activities
at some of its current and former sites (including former sites which were
previously owned and/or operated by businesses acquired by the Company). 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. The Company may be similarly designated with respect to
additional third-party sites in the future.
The Company accrues for certain environmental remediation-related 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. The Company continuously
assesses its potential liability for remediation-related activities and adjusts
its environmental-related accruals as information becomes available upon which
more accurate costs can be reasonably estimated and as additional accounting
guidelines are issued. Actual costs incurred may vary from these estimates due
to the inherent uncertainties involved including, among others, the number and
financial condition 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,
the various technologies that can be used for remediation and the determination
of acceptable remediation with respect to a particular site. The Company does
not believe that any potential liability ultimately attributed to the Company
for its environmental-related matters will have a material adverse effect on the
Company's financial condition, liquidity or cash flow.
CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION
- ----------------------------------------------------------
Certain statements contained in "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and elsewhere in this report
constitute "forward-looking statements" within the meaning of Section 27A of the
Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934.
These forward-looking statements are based upon management's expectations and
beliefs concerning future events and discuss, among other things, anticipated
future performance and revenues, expected growth and future business plans.
Words and phrases such as "expects", "anticipates", "believes", "will likely
result", "will continue", "plans to" and similar expressions are intended to
identify forward-looking statements. Readers are cautioned not to place undue
reliance on any forward-looking statements. Forward-looking statements are
necessarily subject to risks, uncertainties and other factors, many of which are
outside the control of the Company, that could cause actual results to differ
materially from such statements. A discussion of these risks, uncertainties and
other factors is included in the Company's reports filed with the Securities and
Exchange Commission. Any forward-looking statement speaks only as of the date on
which such statement is made, and the Company undertakes no obligation to update
any forward-looking statement, whether as a result of new information, future
events or otherwise.
12
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.
---------------------------------
(a) Exhibits
(11) Net Income Per Common Share - See Note G to Condensed
Consolidated Financial Statements (Unaudited).
(27) Financial Data Schedule for the period ended March 31,
1998 (filed herewith).
(b) Reports on Form 8-K
The Company filed a Current Report on Form 8-K dated March 30,
1998 reporting in Item 5 that (a) effective December 31, 1997,
the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 128, "Earnings Per Share", which replaced
the calculation of primary earnings per share and fully
diluted earnings per share with basic earnings per share and
diluted earnings per share and (b) in accordance with SFAS No.
128 and Item 601(c)(2) of Regulation S-K, the Company was
restating its Financial Data Schedules for the fiscal years
ended December 31, 1995 and December 31, 1996 and for the
quarterly periods ended March 31, 1996, June 30, 1996,
September 30, 1996, March 31, 1997, June 30, 1997 and
September 30, 1997 to conform to the restated prior-period
earnings per share data presented in the Company's Annual
Report on Form 10-K for the fiscal year ended December 31,
1997.
SIGNATURES
----------
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
May 14, 1998 By: /s/ J. L. Ault
--------------
J.L. Ault
Vice President-Corporate Controller
May 14, 1998 By: /s/ L. E. Stellato
------------------
L.E. Stellato
Vice President, General Counsel and
Secretary
13
INDEX TO EXHIBITS
-----------------
EXHIBIT NO. EXHIBIT
- ----------- -------
(11) Net Income Per Common Share - See Note G to Condensed
Consolidated Financial Statements (Unaudited).
(27) Financial Data Schedule for the period ended March 31, 1998
(filed herewith).