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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the quarterly period ended February 28, 1999 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. 0-5132
------
RPM, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-6550857
- -------------------------------------- -------------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
or organization)
P.O. Box 777; 2628 Pearl Road; Medina, Ohio 44258
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (330) 273-5090
- --------------------------------------------------------------------------------
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 the
filing requirements for the past 90 days.
Yes x No
----- -----
As of April 8, 1999, 109,714,232 RPM, Inc. Common Shares were outstanding.
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RPM, INC. AND SUBSIDIARIES
--------------------------
INDEX
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PART I.FINANCIAL INFORMATION Page No.
---------------------------- --------
Consolidated Balance Sheets
February 28, 1999 and May 31, 1998 3
Consolidated Statements of Income
Nine Months and Three Months Ended
February 28, 1999 and February 28, 1998 4
Consolidated Statements of Cash Flows
Nine Months Ended
February 28, 1999 and February 28, 1998 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition 8
PART II. OTHER INFORMATION 12
---------------------------
3
3
PART I. -- FINANCIAL INFORMATION
--------------------------------
ITEM 1. -- FINANCIAL STATEMENTS
-------------------------------
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Unaudited)
-----------
(In thousands, except per share amounts)
ASSETS
------
February 28, 1999 May 31, 1998
------------------ -----------------
Current Assets
Cash and short-term investments $ 32,082 $ 40,783
Trade accounts receivable (less allowance for doubtful
accounts $14,280 and $12,718) 297,457 332,944
Inventories 246,480 243,249
Prepaid expenses and other current assets 65,347 55,498
------------------ -----------------
Total current assets 641,366 672,474
------------------ -----------------
Property, Plant and Equipment, At Cost 571,892 515,910
Less: accumulated depreciation and amortization 236,757 210,013
------------------ -----------------
Property, plant and equipment, net 335,135 305,897
------------------ -----------------
Other Assets
Costs of businesses over net assets acquired, net of amortization 428,160 423,304
Intangible assets, net of amortization 233,898 232,614
Equity in unconsolidated affiliates 6,486 20,536
Other 26,972 28,454
------------------ -----------------
Total other assets 695,516 704,908
------------------ -----------------
Total Assets $ 1,672,017 $ 1,683,279
================== ================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Current portion of long term debt $ 4,672 $ 6,316
Notes and accounts payable 103,232 119,882
Accrued compensation and benefits 51,777 52,941
Accrued loss reserves 38,914 43,332
Other accrued liabilities 46,754 51,383
Income taxes payable (6,649) 11,915
------------------ -----------------
Total current liabilities 238,700 285,769
------------------ -----------------
Long-term Liabilities
Long-term debt, less current maturities 584,570 715,689
Deferred income taxes 55,078 58,059
Other long-term liabilities 53,588 56,704
------------------ -----------------
Total long-term liabilities 693,236 830,452
------------------ -----------------
Shareholders' Equity
Common shares, stated value $.015 per share;
authorized 200,000,000 shares;
issued and outstanding 110,671,000
and 100,254,000 shares, respectively 1,612 1,460
Paid-in capital 422,676 264,508
Retained earnings 336,384 314,911
Accumulated other comprehensive income:
Cumulative translation adjustment (20,591) (13,821)
------------------ -----------------
Total shareholders' equity 740,081 567,058
------------------ -----------------
Total Liabilities And Shareholders' Equity $ 1,672,017 $ 1,683,279
================== ================
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Unaudited)
(In thousands, except per share amounts)
Nine Months Ended Three Months Ended
February 28, February 28,
-------------------------- --------------------------
1999 1998 1999 1998
---------- ---------- ---------- ----------
Net Sales $1,236,864 $1,163,266 $ 373,007 $ 350,456
Cost of Sales 679,953 649,428 208,381 201,083
---------- ---------- ---------- ----------
Gross Profit 556,911 513,838 164,626 149,373
Selling, General and Administrative
Expenses 430,128 388,488 145,874 130,033
Interest Expense, Net 26,833 29,425 8,362 9,729
---------- ---------- ---------- ----------
Income Before Income Taxes 99,950 95,925 10,390 9,611
Provision for Income Taxes 40,884 40,768 4,260 4,085
---------- ---------- ---------- ----------
Net Income $ 59,066 $ 55,157 $ 6,130 $ 5,526
========== ========== ========== ==========
Basic earnings per common share $ 0.55 $ 0.56 $ 0.06 $ 0.06
========== ========== ========== ==========
Diluted earnings per common share $ 0.54 $ 0.53 $ 0.06 $ 0.06
========== ========== ========== ==========
Dividends per common share $ 0.347 $ 0.328 $0.1175 $ 0.112
========== ========== ========== ==========
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
(In thousands, except per share amounts)
Nine Months Ended February 28,
------------------------------
1999 1998
------------ ------------
Cash Flows From Operating Activities:
Net Income $ 59,066 $ 55,157
Depreciation and amortization 45,116 40,433
Items not affecting cash and other (6,412) (4,582)
Changes in operating working capital (7,784) (24,704)
------------ ------------
89,986 66,304
------------ ------------
Cash Flows From Investing Activities:
Additions to property and equipment (42,366) (33,341)
Sale of business assets, net of cash transferred -- 131,096
Acquisition of new businesses, net of cash (47,233) (10,578)
------------ ------------
(89,599) 87,177
------------ ------------
Cash Flows From Financing Activities:
Proceeds from stock option exercises 2,272 1,066
Repurchase of common shares (647) --
Increase (decrease) in debt 26,880 (116,202)
Dividends (37,593) (32,179)
------------ ------------
(9,088) (147,315)
------------ ------------
Net Increase (Decrease) in Cash (8,701) 6,166
Cash at Beginning of Period 40,783 37,442
------------ ------------
Cash at End of Period $ 32,082 $ 43,608
============ ============
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Conversion of Debt to Equity $ 157,042 --
Interest accreted on LYONs $ 1,696 $ 7,150
The accompanying notes to consolidated financial statements are an integral part
of these statements.
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RPM, INC. AND SUBSIDIARIES
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
FEBRUARY 28, 1999
-----------------
(Unaudited)
(In thousands, except per share amounts)
NOTE A - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements have been prepared in
accordance with the instructions to Form 10-Q and do not include all of
the information and notes required by generally accepted accounting
principles for complete financial statements. In the opinion of
management, all adjustments (consisting of normal, recurring accruals)
considered necessary for a fair presentation have been included for the
nine and three months ended February 28, 1999 and February 28, 1998.
For further information, refer to the consolidated financial statements
and notes included in the Company's Annual Report on Form 10-K for the
year ended May 31, 1998.
NOTE B - INVENTORIES
- --------------------
Inventories were composed of the following major classes:
February 28, May 31,
1999(1) 1998
------------ -----------
Raw material and supplies $ 78,198 $ 77,173
Finished goods 168,282 166,076
-------- --------
$246,480 $243,249
======== ========
(1) Estimated, based on components at May 31, 1998
NOTE C - ACQUISITIONS
- ---------------------
On March 31, 1998, the Company acquired all the outstanding shares of
The Flecto Company, Inc. Flecto, headquartered in Oakland, California,
is a leading manufacturer of wood finishes and wood finishing equipment
for the retail do-it-yourself wood and floor finishing markets.
This acquisition as well as several small product line acquisitions
have been accounted for by the purchase method of accounting. The
following data summarizes, on an unaudited pro-forma basis, the
combined results of operations of the companies for the nine months and
three months ended February 28, 1998. The pro-forma amounts give effect
to appropriate adjustments resulting from the combination, but are not
necessarily indicative of future results of operations or of what
results would have been for the combined companies.
For The Nine For The Three
Months Ended Months Ended
2/28/98 2/28/98
------------ -------------
Net Sales $1,195,005 $359,760
========== ========
Net Income $ 55,767 $ 5,444
======== ========
Basic earnings per share $.56 $.05
==== ====
Diluted earnings per share $.53 $.05
==== ====
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RPM, INC. AND SUBSIDIARIES
--------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
FEBRUARY 28, 1999
-----------------
(Unaudited)
(In thousands, except per share amounts)
Continued
NOTE D - COMPREHENSIVE INCOME
- -----------------------------
As of June 1, 1998, the Company adopted Statement of Financial
Accounting Standards (SFAS) No. 130, "Reporting Comprehensive Income",
which establishes new rules for the reporting and display of
comprehensive income and its components. The adoption of this statement
had no impact on the Company's net income or shareholders' equity. The
February 28, 1999 and May 31, 1998 financial statements have been
reclassified to conform to the requirements of SFAS No. 130.
This statement requires other comprehensive income to include foreign
currency translation adjustments, currently the Company's only type of
other comprehensive income. Accordingly, total comprehensive income,
comprised of net income and other comprehensive income (loss), amounted
to $(640) and $3,296 during the third quarter of fiscal years 1999 and
1998, respectively, and $52,296 and $50,701 for the nine months ended
February 28, 1999 and 1998, respectively.
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RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED FEBRUARY 28, 1999
-----------------------------------
ITEM 2.
- -------
RESULTS OF OPERATIONS
- ---------------------
The Company's sales were ahead 6% in the third quarter and 6% in the first nine
months of the current fiscal year, compared to last year's results.
Effective February 1, 1999, the Company acquired the remaining 50% of The Euclid
Chemical Company ("Euclid") from the Company's former partner, Holderbank
Financiere Glaris Ltd. Euclid offers a full line of concrete and masonry repair
and maintenance products marketed under the EUCO name. Euclid will pursue a
strategy of expanding its global presence in the concrete and masonry industry.
The acquisition of Euclid and The Flecto Company, Inc. ("Flecto") on March 31,
1998, and several smaller acquisitions and joint ventures, net of several small
divestitures, generated 85% of the sales growth in the third quarter and
approximately 70% of the sales increase in the first nine months, compared to
last year. Higher unit volume from existing operations generated the balance of
sales growth in the first nine months. Prices have been fairly steady from
year-to-year. Exchange rate differences had a slight negative effect on
year-to-year sales. This trend may continue if the dollar continues to
strengthen.
Existing operations sales have grown more slowly than anticipated so far this
year. Economic concerns have resulted in many industrial maintenance projects
being delayed and a number of accounts reducing their inventories. Exports have
also been negatively affected by the stronger dollar and economic crises in Asia
and certain other regions of the world.
Gross profit margins have strengthened from last year, with the third quarter
achieving 44.1% compared with 42.6% a year ago and the first nine months this
year reaching 45.0% compared with 44.2% last year. The majority of this
improvement comes from the successful restructuring of Tremco operations.
Certain lower raw material costs and a stronger U.S. dollar on goods sourced
outside the U.S. have also had a positive impact. The balance of the improvement
comes from the comparatively higher net margins of Flecto, Euclid and other
acquisitions. These positive effects have more than offset certain volume-driven
lower margins within the consumer lines.
The Company's selling, general and administrative expenses increased to 39.1% of
sales in the third quarter from 37.1% a year ago, and to 34.8% after nine months
compared with 33.4% last year. Existing operations are continuing their planned
increases in promotional and other growth-related spending. The consumer lines,
in particular, continue to incur higher freight and handling costs to meet
increasing demands from their customers for smaller, more frequent shipments.
Flecto, Euclid and other acquisitions account for the remainder of these
differences, having proportionately higher costs, collectively, in this
category. Acquisition-related expenses for these operations further contributed
to higher SG&A expenses. The Company initiated a cost reduction program other
than in certain growth-related areas early in the second quarter, when sales
began to fall below expected levels.
The August 10, 1998 redemption of the Company's convertible debt securities
(refer to Capital Resources and Liquidity) has lowered interest expense by $4.4
million so far this year, more than offsetting $3.3 million of additional
interest expense from increased indebtedness to acquire Flecto, Euclid and other
smaller acquisitions. Debt repayments throughout the past year, higher interest
income, and slightly lower interest rates between years further reduced net
interest expense, comparatively.
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RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED FEBRUARY 28, 1999
-----------------------------------
The tax rate has improved this year from reduced foreign taxes, proportionately
lower state and local taxes in the U.S., and more favorable tax treatment of the
Company's exports from the U.S.
The Company's earnings were ahead 11% in the third quarter, and 7% in the first
nine months of the current fiscal year, compared to last year's results. The
issuance of common shares in connection with the redemption of the Company's
convertible debt securities earlier this year has negatively impacted the
calculation of basic earnings per share. Diluted earnings per share have been
impacted this year by a comparatively lower interest expense add-back also
related to the redeemed convertible securities. This redemption is the principal
cause of the comparative difference between the changes in net income and
earnings per share between periods. This difference will be much less pronounced
after this fiscal year.
The Company's foreign sales and results of operations are subject to the impact
of foreign currency fluctuations. As most of the Company's foreign operations
are in countries with fairly stable currencies, such as the United Kingdom,
Belgium and Canada, this effect has not been material. In addition, foreign debt
is denominated in the respective foreign currency, thereby eliminating any
related translation impact on earnings. If the dollar continues to strengthen,
the Company's foreign results of operations will be negatively impacted, but the
effect is not expected to be material. The Company does not currently hedge
against the risk of exchange rate fluctuations.
On January 1, 1999, eleven of the fifteen members of the European Union adopted
a new European currency unit (the "Euro") as their common legal currency. The
participating countries national currencies will remain legal tender as
denominations of the Euro from January 1, 1999 through January 1, 2002, and the
exchange rates between the Euro and such national currency units will be fixed.
The Company has assessed the potential impact of the Euro currency conversion on
its operating results and financial condition. The impact of pricing differences
and country-to-country indebtedness is not expected to be material. The Company
intends to convert its own European operations to the Euro currency basis
effective June 1, 1999.
CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------
CASH PROVIDED FROM OPERATIONS
The Company generated cash from operations of $90 million during the first nine
months of the current fiscal year, up from $66 million during the same period
last year. Other than the positive impact of higher earnings, depreciation and
amortization, and certain timing differences, the main difference between years
is related to the buildup of certain inventories last year to accommodate
increased consumer business. The Company's strong cash flow from operations
continues to be its primary source of financing internal growth, with limited
use of short-term credit.
INVESTING ACTIVITIES
The Company is not capital intensive. Capital expenditures are made primarily to
accommodate the Company's continued growth through improved production and
distribution efficiencies and capacity, and to enhance administration. Capital
expenditures generally do not exceed depreciation and amortization in a given
year.
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10
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED FEBRUARY 28, 1999
-----------------------------------
The Company has invested $47 million in the acquisitions of Euclid and several
smaller businesses and assets this year, net of cash acquired. The Company
historically has acquired complementary businesses and this trend is expected to
continue.
FINANCING ACTIVITIES
During the past nine months, $51 million of additional debt was incurred
primarily related to acquisitions, and approximately $24 million of debt was
repaid. The acquisitions were financed through the Company's revolving credit
agreement, which had an outstanding balance of $178 million at February 28,
1999.
On January 22, 1999, the Company announced the authorization of a share
repurchase program. The program allows the Company to repurchase up to 5,000,000
Common Shares of the Company from time-to-time for a period of 12 months. As of
February 28, 1999, the Company had repurchased 47,200 Common Shares of the
Company.
The Company's redemption of its Liquid Yield Option Notes (LYONs), effective
August 10, 1998, resulted in a $159 million decrease in long-term debt and a
similar increase in shareholders' equity. The Company's revolving credit
facility was used to fund the LYONs securities redeemed for cash in the amount
of approximately $32 million. The Company's debt-to-capital ratio has
strengthened from 56% at May 31, 1998 to 44% at February 28, 1999, mainly as a
result of this redemption.
The stronger dollar effect on the Company's foreign net assets has tended to
reduce shareholders' equity, and this trend could continue if the dollar
continues to strengthen and the growth of foreign net assets continues.
The Company maintains excellent relations with its banks and other financial
institutions to further enable the financing of future growth opportunities.
YEAR 2000 READINESS DISCLOSURE
- ------------------------------
The Year 2000 issue results from date sensitive computer programs that
improperly handle dates beyond 1999. This issue will impact virtually every
business that relies on a computer, including government agencies, utilities and
other basic service providers, which are outside the Company's control. The
Company, which is highly decentralized and comprised of multiple autonomous
operating companies, is not dependent on one integrated system. If, however,
these companies do not become Year 2000 compliant, the Company's operations may
be substantially disrupted. Since 1997, the Company (and each of its operating
companies) have been addressing their computer systems to become Year 2000
compliant and is now updating the board of directors on a regular basis.
The Company continues to work with its operating companies to ensure that their
Year 2000 issues are addressed on a company-wide basis which includes: (1)
internal Information Technology ("IT") systems such as any hardware and software
used to process daily operational data and information; (2) non-IT systems or
embedded technology such as micro-controllers contained in various manufacturing
and lab equipment; and (3) Year 2000 compliance of key suppliers and customers,
especially as it relates to electronic data interchange. The Company has
utilized both internal and external resources to address these areas.
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11
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
NINE MONTHS ENDED FEBRUARY 28, 1999
-----------------------------------
The Company continues to make significant progress in its Year 2000 remediation
efforts and does not anticipate any disruptions in its business as a result of
the Year 2000. The Company is approximately 90% complete with remediating its
internal business systems and remains on track with its compliance targets. In
addition, the Company has also made significant progress in addressing its key
third party affiliations and non-IT systems and does not anticipate any
disruptions in these areas. As a result, the Company does not foresee the need
for executing any contingency plans.
The Company has been able to achieve its Year 2000 goals while spending less
than originally anticipated. The Company to date has spent approximately
$3,750,000 and estimates spending an additional $750,000 to complete its
remediation efforts, which will be approximately $1,000,000 less than original
estimates.
The Company's estimated future costs for Year 2000 were made using various
assumptions including the continued availability of certain resources, Year 2000
modification plans, implementation success by key third-parties and other
factors. Unforeseen changes or developments may occur that could affect the
Company's estimates of the amount of time and costs necessary to modify and test
its IT and non-IT systems for Year 2000 compliance. These developments include,
but are not limited to, the availability and cost of personnel trained in this
area and the ability to locate and correct all relevant computer codes. This
Year 2000 disclosure statement is intended to be covered by and fall within the
meaning of the recently enacted "Year 2000 Readiness Disclosure Act."
FORWARD-LOOKING STATEMENTS
- --------------------------
The foregoing discussion includes forward-looking statements relating to the
business of the Company. These forward-looking statements, or other statements
made by the Company, are made based on management's expectations and beliefs
concerning future events impacting the Company and are subject to uncertainties
and factors (including those specified below) which are difficult to predict
and, in many instances, are beyond the control of the Company. As a result,
actual results of the Company could differ materially from those expressed in or
implied by any such forward-looking statements. These uncertainties and factors
include (a) the price and supply of raw materials, particularly titanium
dioxide, certain resins, aerosols and solvents; (b) continued growth in demand
for the Company's products; (c) risks associated with environmental liability
inherent in the nature of a chemical coatings business; (d) the effect of
changes in interest rates; (e) the effect of fluctuations in currency exchange
rates upon the Company's foreign operations; (f) the effect of non-currency
risks of investing in and conducting operations in foreign countries, including
those relating to political, social, economic and regulatory factors; (g) the
impact of future acquisitions; (h) the potential future impact of Year 2000
related software conversion issues; the potential impact of the Company's
suppliers, customers and other third parties ability to identify and resolve
their own Year 2000 obligations in such a way as to allow them to continue
normal business operations or furnish raw materials, products, services or data
to the Company and its operating companies without interruption; the potential
impact of manufacturers of the Company's computer systems and software
representations as to their Year 2000 status; and the potential impact of the
Company's own Year 2000 investigation, remediation, testing and systems
implementation efforts; and (i) the potential impact of the Euro conversion.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------------------------------------------------------------------
Not applicable.
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RPM INC. AND SUBSIDIARIES
-------------------------
PART II - OTHER INFORMATION
---------------------------
ITEM 1 -- LEGAL PROCEEDINGS
- ---------------------------
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1998, and as updated in the Company's Quarterly
Reports on Form 10-Q for the quarters ended August 31, 1998 and November 30,
1998, Bondex International, Inc., a wholly-owned subsidiary of the Company
("Bondex"), was one of numerous corporate defendants in 334 then pending
asbestos-related bodily injury lawsuits filed on behalf of various individuals
in various jurisdictions of the United States. Subsequently, an additional 65
such cases have been filed and 4 such cases which had been filed were dismissed
with prejudice without payment, leaving a total of 395 such cases pending.
Bondex continues to deny liability in all asbestos-related lawsuits and
continues to vigorously defend them. Under a cost-sharing agreement among Bondex
and its insurers effected in 1994, the insurers are responsible for payment of a
substantial portion of defense costs and indemnity payments, if any, with Bondex
responsible for a minor portion of each.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits
--------
Official Exhibit Number Description
----------------------- -----------
11.1 Statement regarding computation of
per share earnings.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed during the three
months ended February 28, 1999.
13
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.
RPM, Inc.
By /s/ Thomas C. Sullivan
------------------------
Thomas C. Sullivan
Chairman & Chief Executive Officer
By /s/ Frank C. Sullivan
------------------------
Frank C. Sullivan
Chief Financial Officer
Date: 04/14/99