FORM 10-Q
UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.
20549
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the quarterly period ended
November 30, 2008,
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or
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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For the transition period
from to .
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Commission File
No. 1-14187
RPM International
Inc.
(Exact name of Registrant as
specified in its charter)
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DELAWARE
(State or other jurisdiction
of
incorporation or organization)
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02-0642224
(IRS Employer
Identification No.)
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P.O. BOX 777;
2628 PEARL ROAD;
MEDINA, OHIO
(Address of principal
executive offices)
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44258
(Zip
Code)
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(330) 273-5090
(Registrants telephone
number including area code)
Not Applicable
(Former name, former address and
former fiscal year, if changed since last report)
Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding
12 months (or for such shorter period that the Registrant
was required to file such reports), and (2) has been
subject to such filing requirements for the past
90 days. Yes þ No o.
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of
large accelerated filer, accelerated
filer and smaller reporting company in
Rule 12b-2
of the Exchange Act. (Check one):
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Large accelerated
filer þ
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller reporting
company o
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(Do not check if a smaller reporting
company)
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Indicate by check mark whether the Registrant is a shell company
(as defined in
Rule 12b-2
of the Exchange
Act). Yes o No þ.
As of January 6, 2009
128,410,957 Shares of RPM International Inc. Common Stock
were outstanding.
RPM
INTERNATIONAL INC. AND SUBSIDIARIES*
INDEX
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* |
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As used herein, the terms RPM and the
Company refer to RPM International Inc. and its
subsidiaries, unless the context indicates otherwise. |
2
PART I.
FINANCIAL INFORMATION
RPM INTERNATIONAL INC. AND SUBSIDIARIES
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November 30, 2008
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May 31, 2008
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(Unaudited)
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(In thousands, except per share amounts)
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ASSETS
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Current Assets
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Cash and short-term investments
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$
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205,289
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$
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231,251
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Trade accounts receivable (less allowances of $20,464 and
$24,554, respectively)
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607,189
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817,241
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Inventories
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493,241
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476,149
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Deferred income taxes
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36,974
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37,644
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Prepaid expenses and other current assets
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194,596
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221,690
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Total current assets
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1,537,289
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1,783,975
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Property, Plant and Equipment, at Cost
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1,007,208
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1,054,719
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Allowance for depreciation and amortization
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(552,053
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)
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(556,998
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Property, plant and equipment, net
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455,155
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497,721
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Other Assets
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Goodwill
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844,980
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908,358
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Other intangible assets, net of amortization
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348,770
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384,370
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Other
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167,008
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189,143
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Total other assets
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1,360,758
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1,481,871
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Total Assets
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$
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3,353,202
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$
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3,763,567
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LIABILITIES AND STOCKHOLDERS EQUITY
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Current Liabilities
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Accounts payable
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$
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282,429
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$
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411,448
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Current portion of long-term debt
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171,247
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6,934
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Accrued compensation and benefits
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102,716
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151,493
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Accrued loss reserves
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73,673
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71,981
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Asbestos-related liabilities
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65,000
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65,000
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Other accrued liabilities
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126,106
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139,505
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Total current liabilities
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821,171
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846,361
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Long-Term Liabilities
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Long-term debt, less current maturities
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791,364
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1,066,687
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Asbestos-related liabilities
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462,309
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494,745
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Other long-term liabilities
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137,884
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192,412
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Deferred income taxes
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19,729
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26,806
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Total long-term liabilities
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1,411,286
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1,780,650
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Stockholders Equity
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Preferred stock, par value $0.01; authorized
50,000 shares; none issued
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Common stock, par value $0.01 authorized 300,000 shares;
issued and outstanding 128,381 as of November 2008; issued and
outstanding 122,189 as of May 2008
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1,284
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1,222
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Paid-in capital
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775,459
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612,441
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Treasury stock, at cost
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(50,279
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(6,057
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Accumulated other comprehensive income (loss)
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(94,280
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101,162
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Retained earnings
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488,561
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427,788
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Total stockholders equity
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1,120,745
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1,136,556
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Total Liabilities and Stockholders Equity
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$
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3,353,202
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$
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3,763,567
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The accompanying notes to consolidated financial statements are
an integral part of these statements.
3
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
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Three Months Ended
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Six Months Ended
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November 30,
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November 30,
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November 30,
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November 30,
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2008
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2007
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2008
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2007
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(Unaudited)
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(In thousands, except per share amounts)
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Net Sales
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$
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889,965
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$
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905,708
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$
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1,875,430
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$
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1,836,047
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Cost of Sales
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533,239
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537,970
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1,115,115
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1,084,407
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Gross Profit
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356,726
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367,738
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760,315
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751,640
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Selling, General and Administrative Expenses
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278,982
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274,718
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571,672
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545,753
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Interest Expense, Net
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17,394
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12,107
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27,980
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24,825
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Income Before Income Taxes
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60,350
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80,913
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160,663
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181,062
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Provision for Income Taxes
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18,624
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26,058
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49,420
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57,939
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Net Income
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$
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41,726
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$
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54,855
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$
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111,243
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$
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123,123
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Average Number of Shares of Common Stock Outstanding:
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Basic
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127,090
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120,057
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126,158
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120,027
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Diluted
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128,137
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130,608
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129,197
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130,474
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Basic Earnings per Share of Common Stock
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$
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0.33
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$
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0.46
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$
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0.88
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$
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1.03
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Diluted Earnings per Share of Common Stock
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$
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0.33
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$
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0.43
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$
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0.86
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$
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0.96
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Cash Dividends Declared per Share of Common Stock
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$
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0.200
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$
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0.190
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$
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0.390
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$
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0.365
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The accompanying notes to consolidated financial statements are
an integral part of these statements.
4
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
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Six Months Ended November 30,
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2008
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2007
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(Unaudited)
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(In thousands)
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Cash Flows From Operating Activities:
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Net income
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$
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111,243
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$
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123,123
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Adjustments to reconcile net income to net cash provided by
operating activities:
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Depreciation
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32,175
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30,962
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Amortization
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11,254
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10,813
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Deferred income taxes
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5,034
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20,294
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Earnings of unconsolidated affiliates
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(931
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)
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(606
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)
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Changes in assets and liabilities, net of effect from purchases
and sales of businesses:
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Decrease in receivables
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212,078
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120,336
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(Increase) in inventory
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(15,607
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)
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(29,130
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)
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(Increase) decrease in prepaid expenses and other current and
long-term assets
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18,138
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(4,648
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(Decrease) in accounts payable
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(130,500
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)
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(85,437
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)
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(Decrease) in accrued compensation and benefits
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(48,776
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)
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(32,304
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)
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Increase (decrease) in accrued loss reserves
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1,693
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(6,692
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)
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(Decrease) in other accrued liabilities
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(37,279
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)
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(4,278
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)
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Payments made for asbestos-related claims
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(32,436
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)
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(48,873
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Other
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(22,038
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10,531
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Cash From Operating Activities
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104,048
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104,091
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Cash Flows From Investing Activities:
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Capital expenditures
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(24,887
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)
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(17,477
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)
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Acquisition of businesses, net of cash acquired
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(3,733
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)
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(9,291
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)
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Purchase of marketable securities
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(69,133
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)
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(43,731
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)
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Proceeds from sales of marketable securities
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63,612
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41,103
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Proceeds from the sales of assets or businesses
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44,800
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Other
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3,296
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(338
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)
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Cash From (Used For) Investing Activities
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(30,845
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)
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15,066
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Cash Flows From Financing Activities:
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Additions to long-term and short-term debt
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87,209
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5,727
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Reductions of long-term and short-term debt
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(49,576
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)
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(58,838
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)
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Cash dividends
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(50,470
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)
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(44,328
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)
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Repurchase of stock
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(45,184
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)
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(5,730
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)
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Exercise of stock options, including tax benefit
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1,690
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5,239
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Cash (Used For) Financing Activities
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(56,331
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)
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(97,930
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)
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Effect of Exchange Rate Changes on Cash and Short-Term
Investments
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|
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(42,834
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)
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|
10,837
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Net Change in Cash and Short-Term Investments
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(25,962
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)
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32,064
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Cash and Short-Term Investments at Beginning of Period
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|
|
231,251
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159,016
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|
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Cash and Short-Term Investments at End of Period
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$
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205,289
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$
|
191,080
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The accompanying notes to consolidated financial statements are
an integral part of these statements.
5
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOVEMBER 30, 2008
(Unaudited)
|
|
NOTE A
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BASIS OF
PRESENTATION
|
The accompanying unaudited consolidated 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 (GAAP) in
the U.S. for complete financial statements. In our opinion,
all adjustments (consisting of normal, recurring accruals)
considered necessary for a fair presentation have been included
for the three and six month periods ended November 30, 2008
and 2007. For further information, refer to the Consolidated
Financial Statements and Notes included in our Annual Report on
Form 10-K
for the year ended May 31, 2008.
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 month periods ending August 31, November 30 and
May 31, respectively, with weaker performance in our third
fiscal quarter (December through February).
Certain reclassifications have been made to prior year amounts
to conform to the current year presentation.
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NOTE B
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MARKETABLE
SECURITIES
|
The following tables summarize marketable securities held at
November 30, 2008 and May 31, 2008 by asset type:
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|
|
|
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|
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Available-For-Sale Securities
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Estimated
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Gross
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Gross
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Fair Value
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Amortized
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Unrealized
|
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Unrealized
|
|
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(Net Carrying
|
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November 30, 2008
|
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Cost
|
|
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Gains
|
|
|
Losses
|
|
|
Amount)
|
|
|
|
(In thousands)
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
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|
|
|
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Stocks
|
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$
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41,176
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|
$
|
359
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|
|
$
|
(15,875
|
)
|
|
$
|
25,660
|
|
Mutual funds
|
|
|
23,532
|
|
|
|
|
|
|
|
(7,310
|
)
|
|
|
16,222
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
64,708
|
|
|
|
359
|
|
|
|
(23,185
|
)
|
|
|
41,882
|
|
Fixed maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and other government
|
|
|
10,318
|
|
|
|
533
|
|
|
|
(31
|
)
|
|
|
10,820
|
|
Corporate
|
|
|
17,147
|
|
|
|
361
|
|
|
|
(391
|
)
|
|
|
17,117
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities
|
|
|
27,465
|
|
|
|
894
|
|
|
|
(422
|
)
|
|
|
27,937
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
92,173
|
|
|
$
|
1,253
|
|
|
$
|
(23,607
|
)
|
|
$
|
69,819
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
6
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-For-Sale Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Fair Value
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
(Net Carrying
|
|
May 31, 2008
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Amount)
|
|
|
|
(In thousands)
|
|
|
Equity securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stocks
|
|
$
|
40,274
|
|
|
$
|
18,500
|
|
|
$
|
(1,034
|
)
|
|
$
|
57,740
|
|
Mutual funds
|
|
|
18,401
|
|
|
|
2,020
|
|
|
|
(418
|
)
|
|
|
20,003
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total equity securities
|
|
|
58,675
|
|
|
|
20,520
|
|
|
|
(1,452
|
)
|
|
|
77,743
|
|
Fixed maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. treasury and other government
|
|
|
19,934
|
|
|
|
394
|
|
|
|
(95
|
)
|
|
|
20,233
|
|
Corporate
|
|
|
12,480
|
|
|
|
144
|
|
|
|
(200
|
)
|
|
|
12,424
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total fixed maturity securities
|
|
|
32,414
|
|
|
|
538
|
|
|
|
(295
|
)
|
|
|
32,657
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
91,089
|
|
|
$
|
21,058
|
|
|
$
|
(1,747
|
)
|
|
$
|
110,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Marketable securities, included in other current and long-term
assets, are composed of available-for-sale securities and are
reported at fair value, based on quoted market prices. Realized
gains and losses on sales of investments are recognized in net
income on the specific identification basis. Changes fair values
of securities that are considered temporary, are recorded as
unrealized gains and losses, net of applicable taxes, in
accumulated other comprehensive income (loss) within
stockholders equity. Other-than-temporary declines in
market value from original cost are reflected in operating
income in the period in which the unrealized losses are deemed
other than temporary. In order to determine whether an
other-than-temporary decline in market value has occurred, the
duration of the decline in value and our ability to hold the
investment to recovery are considered in conjunction with an
evaluation of the strength of the underlying collateral and the
extent to which the investments amortized cost or cost, as
appropriate, exceeds its related market value.
Gross gains and losses realized on sales of investments were
$0.5 million and $2.1 million, respectively for the
quarter ended November 30, 2008. Gross gains and losses
realized on sales of investments were $1.6 million and
$0.4 million, respectively, for the quarter ended
November 30, 2007. During the quarters ended
November 30, 2008 and 2007, we recognized losses of
$2.6 million and $57,000, respectively, for securities
deemed to have other-than-temporary impairments. These amounts
are included in net interest expense in the Consolidated
Statements of Income.
Gross gains and losses realized on sales of investments were
$3.7 million and $2.4 million, respectively, for the
six months ended November 30, 2008. Gross gains and losses
realized on sales of investments were $2.7 million and
$0.6 million, respectively, for the six months ended
November 30, 2007. During the six month periods ended
November 30, 2008 and 2007, we recognized losses of
$3.4 million and $0.1 million, respectively, for
securities deemed to have other-than-temporary impairments.
7
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
Summarized below are the securities we held at November 30,
2008 and May 31, 2008 that were in an unrealized loss
position included in accumulated other comprehensive income,
aggregated by the length of time the investments had been in
that position:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
November 30, 2008
|
|
|
May 31, 2008
|
|
|
|
|
|
|
Gross
|
|
|
|
|
|
Gross
|
|
|
|
Fair
|
|
|
Unrealized
|
|
|
|
|
|
Unrealized
|
|
|
|
Value
|
|
|
Losses
|
|
|
Fair Value
|
|
|
Losses
|
|
|
|
(In thousands)
|
|
|
Total investments with unrealized losses
|
|
$
|
44,718
|
|
|
$
|
(23,607
|
)
|
|
$
|
25,785
|
|
|
$
|
(1,747
|
)
|
Unrealized losses with a loss position for less than
12 months
|
|
|
39,502
|
|
|
|
(20,112
|
)
|
|
|
24,730
|
|
|
|
(1,635
|
)
|
Unrealized losses with a loss position for more than
12 months
|
|
|
5,216
|
|
|
|
(3,495
|
)
|
|
|
1,055
|
|
|
|
(112
|
)
|
Included in the figures above is our investment in Kemrock
Industries, which has a fair value of $12.2 million and an
unrealized loss of $8.3 million at November 30, 2008.
At May 31, 2008, our investment in Kemrock Industries had a
fair value of $20.9 million, and was in an unrealized gain
position. 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. Unrealized losses at
November 30, 2008 were generally caused by the recent
decline in valuations in the financial markets and the
volatility in the global economy, specifically over the last few
months of our recently completed second fiscal quarter. If
general economic conditions were to continue to deteriorate,
including continued uncertainties surrounding the volatility in
financial markets and the viability of banks and other financial
institutions, and if we were to experience continuing or
significant additional unrealized losses within our portfolio of
investments in marketable securities, we may recognize
additional other-than-temporary impairment losses. Such
potential losses could have a material impact on our results of
operations. As such, we continue to closely evaluate the status
of our investments and our ability and intent to hold these
investments until their cost can be recovered.
The net carrying value of debt securities at November 30,
2008, by contractual maturity, are shown below. Expected
maturities will differ from contractual maturities because the
issuers of the securities may have the right to prepay
obligations without prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
Amortized Cost
|
|
|
Fair Value
|
|
|
|
(In thousands)
|
|
|
Due:
|
|
|
|
|
|
|
|
|
Less than one year
|
|
$
|
1,348
|
|
|
$
|
1,348
|
|
One year through five years
|
|
|
13,971
|
|
|
|
14,379
|
|
Six years through ten years
|
|
|
5,022
|
|
|
|
5,178
|
|
After ten years
|
|
|
7,124
|
|
|
|
7,032
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
27,465
|
|
|
$
|
27,937
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE C
|
FAIR
VALUE MEASUREMENTS
|
Effective June 1, 2008, we adopted Statement of Financial
Accounting Standard No. 157
(SFAS No. 157), Fair Value
Measurements. SFAS No. 157 clarifies the
definition of fair value, establishes a framework for measuring
fair value based on the inputs used to measure fair value and
expands the disclosures of fair value measurements. In
accordance with Financial Accounting Standards Board Staff
Position
No. FAS 157-2,
Effective Date of FASB Statement
No. 157, we will defer the adoption of
SFAS No. 157 for our nonfinancial assets and
nonfinancial liabilities until June 1, 2009, which is not
expected to have a material impact on our financial
8
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
statements. Our adoption of the portion of
SFAS No. 157 relating to our financial assets and
liabilities did not have a material impact on our financial
statements.
SFAS No. 157 valuation techniques are based on
observable and unobservable inputs. Observable inputs reflect
readily obtainable data from independent sources, while
unobservable inputs reflect managements 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.
The following table presents our assets and liabilities that are
measured at fair value on a recurring basis and are categorized
using the fair value hierarchy.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quoted Prices in
|
|
|
|
|
|
Significant
|
|
|
|
|
|
|
Active Markets for
|
|
|
Significant Other
|
|
|
Unobservable
|
|
|
|
|
|
|
Identical Assets
|
|
|
Observable Inputs
|
|
|
Inputs
|
|
|
Fair Value at
|
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
November 30, 2008
|
|
|
|
(In thousands)
|
|
|
Marketable securities
|
|
$
|
70,486
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
70,486
|
|
Derivatives, net (liability)
|
|
|
|
|
|
|
7,509
|
|
|
|
|
|
|
|
7,509
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
70,486
|
|
|
$
|
7,509
|
|
|
$
|
|
|
|
$
|
77,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Inventories were composed of the following major classes:
|
|
|
|
|
|
|
|
|
|
|
November 30, 2008
|
|
|
May 31, 2008
|
|
|
|
(In thousands)
|
|
|
Raw material and supplies
|
|
$
|
152,283
|
|
|
$
|
151,400
|
|
Finished goods
|
|
|
340,958
|
|
|
|
324,749
|
|
|
|
|
|
|
|
|
|
|
Total Inventory
|
|
$
|
493,241
|
|
|
$
|
476,149
|
|
|
|
|
|
|
|
|
|
|
9
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE E
|
COMPREHENSIVE INCOME
|
The following table illustrates the components of total
comprehensive income for each of the three and six month periods
ended November 30, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended November 30,
|
|
|
Six Months Ended November 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net income
|
|
$
|
41,726
|
|
|
$
|
54,855
|
|
|
$
|
111,243
|
|
|
$
|
123,123
|
|
Other Comprehensive Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign currency translation adjustments
|
|
|
(125,465
|
)
|
|
|
35,089
|
|
|
|
(173,871
|
)
|
|
|
38,757
|
|
Pension and other postretirement benefit liability adjustments,
net of tax
|
|
|
3,063
|
|
|
|
928
|
|
|
|
4,987
|
|
|
|
(1,380
|
)
|
Unrealized gain (loss) on securities, net of tax
|
|
|
(16,840
|
)
|
|
|
10,802
|
|
|
|
(27,804
|
)
|
|
|
9,660
|
|
Derivatives income, net of tax
|
|
|
46
|
|
|
|
3,949
|
|
|
|
1,246
|
|
|
|
5,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Comprehensive Income (Loss)
|
|
$
|
(97,470
|
)
|
|
$
|
105,623
|
|
|
$
|
(84,199
|
)
|
|
$
|
175,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE F
|
CONTINGENCIES AND OTHER ACCRUED LOSSES
|
Asbestos-related
Contingencies
Certain of our wholly-owned subsidiaries, principally Bondex
International, Inc. (collectively referred to as our
subsidiaries), are defendants in various asbestos-related bodily
injury lawsuits filed in various state courts with the vast
majority of current claims pending in six states
Texas, Florida, Mississippi, Maryland, Illinois and Ohio. These
cases generally seek unspecified damages for asbestos-related
diseases based on alleged exposures to asbestos-containing
products previously manufactured by our subsidiaries or others.
As of November 30, 2008, our subsidiaries had a total of
10,048 active asbestos cases compared to a total of 11,117 cases
as of November 30, 2007. For the quarter ended
November 30, 2008, our subsidiaries secured dismissals
and/or
settlements of 1,824 cases and made total payments of
$16.4 million, which included defense-related payments of
$6.1 million. For the comparable period ended
November 30, 2007, dismissals
and/or
settlements covered 292 cases and total payments were
$26.1 million, which included defense-related payments of
$13.8 million. For the six months ended November 30,
2008, our subsidiaries secured dismissals
and/or
settlements of 2,025 cases and made total payments of
$32.4 million, which included defense-related payments of
$12.8 million. For the comparable period ended
November 30, 2007, dismissals
and/or
settlements covered 657 cases and total payments were
$48.9 million, which included defense-related payments of
$22.6 million.
Of the 1,824 cases that were dismissed in the quarter ended
November 30, 2008, 1,420 were non-malignancies or unknown
disease cases that had been maintained on an inactive docket in
Ohio and were administratively dismissed by the Cuyahoga County
Court of Common Pleas. These claims were dismissed without
prejudice and may be re-filed should the claimants involved be
able to demonstrate disease in accordance with medical criteria
laws established in the state of Ohio.
During the prior fiscal year, our subsidiaries incurred higher
year-over-year, defense-related payments as a result of
implementing various changes to our management and defense of
asbestos claims, including a transition to a new claims intake
and database service provider. To facilitate that transition and
other related changes, we incurred duplicate defense-related
payments approximating $3.0 million during last years
second fiscal quarter. The transition was completed during the
quarter ended February 29, 2008.
Excluding defense-related payments, the average payment made to
settle or dismiss a case approximated $6,000 and $42,000 for
each of the quarters ended November 30, 2008 and 2007,
respectively. As discussed above,
10
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
there were approximately 1,420 non-malignancies or unknown
disease cases that were administratively dismissed during the
current fiscal quarter. Excluding those dismissed cases, the
average payment made to settle or dismiss a case approximated
$25,000 for the quarter ended November 30, 2008. The amount
and timing of dismissals and settlements can fluctuate
significantly from period to period, resulting in volatility in
the average cost to resolve a case in any given quarter or year.
In addition, in some jurisdictions, cases may involve more than
one individual claimant. As a result, settlement or dismissal
payments made on a per case basis are not necessarily reflective
of the payment amounts on a per claimant basis. For example, the
amount paid to settle or dismiss a case can vary widely
depending on a variety of factors, including the mix of
malignancy and non-malignancy claimants, and the amount of
defense expenditures incurred during the period.
Estimating the future cost of asbestos-related contingent
liabilities was and continues to be subject to many
uncertainties that may change over time, including (i) the
ultimate number of claims filed; (ii) the amounts required
to resolve both currently known and future unknown claims;
(iii) the amount of insurance, if any, available to cover
such claims, including the outcome of coverage litigation
against our subsidiaries third-party insurers;
(iv) future earnings and cash flow of our subsidiaries;
(v) the impact of bankruptcies of other companies whose
share of liability may be imposed on our subsidiaries under
certain state liability laws; (vi) the unpredictable
aspects of the litigation process including a changing trial
docket and the jurisdictions in which trials are scheduled;
(vii) the outcome of any such trials including judgments or
jury verdicts, as a result of our more aggressive defense
posture, which includes taking selective cases to verdict;
(viii) the lack of specific information in many cases
concerning exposure to products for which one of our
subsidiaries is responsible and the claimants diseases;
(ix) potential changes in applicable federal
and/or state
law; and (x) the potential impact of various proposed
structured settlement transactions or subsidiary bankruptcies by
other companies, some of which are the subject of federal
appellate court review, the outcome of which could materially
affect any future asbestos-related liability estimates.
In fiscal 2006, we retained Crawford & Winiarski
(C&W), an independent, third-party consulting
firm with expertise in the area of asbestos valuation work, to
assist us in calculating an estimate of our liability for
unasserted-potential-future-asbestos-related claims. The
methodology used by C&W to project our liability for
unasserted-potential-future-asbestos-related claims included
C&W doing an analysis of: (a) widely accepted forecast
of the population likely to have been exposed to asbestos;
(b) epidemiological studies estimating the number of people
likely to develop asbestos-related diseases; (c) historical
rate at which mesothelioma incidences resulted in the payment of
claims by us; (d) historical settlement averages to value
the projected number of future compensable mesothelioma claims;
(e) historical ratio of mesothelioma-related-indemnity
payments to non-mesothelioma indemnity payments; and
(f) historical defense costs and their relationship with
total indemnity payments.
During fiscal 2006, we recorded a liability for asbestos claims
in the amount of $380.0 million, while paying out
$59.9 million for dismissals
and/or
settlements, which resulted in our accrued liability balance
moving from $101.2 million at May 31, 2005 to
$421.3 million at May 31, 2006. This increase was
based largely upon C&Ws analysis of our total
estimated liability for
unasserted-potential-future-asbestos-related claims through
May 31, 2016. This amount was also calculated on a pre-tax
basis and was not discounted for the time value of money. In
light of the uncertainties inherent in making long-term
projections, we determined at that time that a ten-year period
was the most reasonable time period over which reasonably
accurate estimates might still be made for projecting asbestos
liabilities and defense costs and, accordingly, our accrual did
not include asbestos liabilities for any period beyond ten years.
During the fiscal year ended May 31, 2008, we reviewed and
evaluated our ten-year asbestos liability established as of
May 31, 2006. As part of that review and evaluation
process, the credibility of epidemiological studies of our
mesothelioma claims, first introduced to management by C&W
some
two-and-one-half
years ago, was validated. At the core of our evaluation process,
and the basis of C&Ws actuarial work on behalf of
Bondex, is the Nicholson Study. The Nicholson Study
is the most widely recognized reference in bankruptcy trust
valuations, global settlement negotiations and the Congressional
Budget Offices work done on the proposed FAIR Act in 2006.
Based on our ongoing comparison of the Nicholson Study
projections and Bondexs specific actual experience,
11
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
which continues to bear an extremely close correlation to the
studys projections, we decided to extend our asbestos
liability projection out to twenty years. C&W assisted us
in calculating an estimate of our liability for
unasserted-potential-future-asbestos-related claims out to that
twenty-year period.
C&W has projected that the cost of extending the asbestos
liability to twenty years, coupled with an updated evaluation of
our current known claims to reflect our most recent actual
experience, would be $288.1 million. Therefore, we added
$288.1 million to our existing asbestos liability, which
brought our total asbestos-related balance sheet liabilities at
May 31, 2008 to $559.7 million. Of that total,
$65.0 million was estimated to be the short-term liability
due in fiscal 2009, with the remaining $494.7 million
balance reflected as a long-term liability. The material
components of the accruals are: (i) the gross number of
open malignancy claims (principally mesothelioma claims) as
these claims have the most significant impact on our asbestos
settlement costs; (ii) historical and current settlement
costs and dismissal rates by various categories;
(iii) analysis of the jurisdiction and governing laws of
the states in which these claims are pending; (iv) outside
defense counsels opinions and recommendations with respect
to the merits of such claims; and (v) analysis of projected
liabilities for unasserted potential future claims.
In determining the amount of our asbestos liability, we relied
on assumptions that are based on currently known facts and
projection models. Our actual expenses could be significantly
higher or lower than those recorded if assumptions used in our
calculations vary significantly from actual results. Key
variables in these assumptions include the period of exposure to
asbestos claims, the number and type of new claims to be filed
each year, the rate at which mesothelioma incidences result in
compensable claims against us, the average cost of disposing of
each such new claim, the dismissal rates each year and the
related annual defense costs. Furthermore, predictions with
respect to these variables are subject to greater uncertainty as
the projection period lengthens. A significant upward or
downward trend in the number of claims filed, depending on the
nature of the alleged injury, the jurisdiction where filed, the
average cost of resolving each such claim and the quality of the
product identification, could change our estimated liability, as
could any substantial adverse verdict at trial. A federal
legislative solution, further state tort reform or a
structured-settlement transaction could also change the
estimated liability.
Subject to the foregoing variables, and based on currently
available data, we believe that our current asbestos liability
is sufficient to cover asbestos-related expenses for our known
pending and unasserted-potential-future-asbestos-related claims
through 2028. However, given the uncertainties associated with
projecting matters into the future and numerous other factors
outside of our control, we believe that it is reasonably
possible we may incur additional material asbestos liabilities
in periods before 2028. Due to the uncertainty inherent in the
process undertaken to estimate our losses, we are unable at the
present time to estimate an additional range of loss in excess
of our existing accruals. While it is reasonably possible that
such excess liabilities could be material to operating results
in any given quarter or year, we do not believe that it is
reasonably possible that such excess liabilities would have a
material adverse effect on our long-term results of operations,
liquidity or consolidated financial position.
During fiscal 2004, certain of our subsidiaries
third-party insurers claimed exhaustion of coverage. Certain of
our subsidiaries have filed a complaint for declaratory
judgment, breach of contract and bad faith against these
third-party insurers, challenging their assertion that their
policies covering asbestos-related claims have been exhausted.
The coverage litigation involves, among other matters, insurance
coverage for claims arising out of alleged exposure to asbestos
containing products manufactured by the previous owner of the
Bondex tradename before March 1, 1966. On March 1,
1966, Republic Powdered Metals Inc. (as it was known then),
purchased the assets and assumed the liabilities of the previous
owner of the Bondex tradename. That previous owner subsequently
dissolved and was never a subsidiary of Republic Powdered
Metals, Bondex, RPM, Inc. or the Company. Because of the earlier
assumption of liabilities, however, Bondex has historically
responded, and must continue to respond, to lawsuits alleging
exposure to these asbestos-containing products. We discovered
that the defendant insurance companies in the coverage
litigation had wrongfully used cases alleging exposure to these
pre-1966 products to erode their aggregate limits. This conduct,
apparently known by the insurance industry based on discovery
conducted to date, was in breach of the insurers policy
language. Two of the defendant insurers have filed counterclaims
seeking to recoup certain monies should the plaintiffs prevail
on their claims.
12
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
During the second fiscal quarter ended November 30, 2006,
plaintiffs reached a settlement of $15.0 million, the terms
of which are confidential by agreement of the parties, with one
of the defendant insurers. The settling defendant was dismissed
from the case.
In 2007, plaintiffs had filed motions for partial summary
judgment against the defendants and defendants had filed motions
for summary judgment against plaintiffs. In addition, plaintiffs
had filed a motion to dismiss the counterclaim filed by one of
the defendants. On December 1, 2008, the court decided the
pending motions for summary judgment and dismissal. The court
denied the plaintiffs motions for partial summary judgment
and granted the defendants motions for summary judgment
against plaintiffs on a narrow ground. The court also granted
the plaintiffs motion to dismiss one defendants
amended counterclaim. In light of its summary judgment rulings,
the court entered judgment as a matter of law on all remaining
claims and counterclaims, including the counterclaim filed by
another defendant, and dismissed the action. The court also
dismissed certain remaining motions as moot. Because the scope
of the courts order is unclear, plaintiffs and one
defendant have filed motions with the court seeking
clarification and amendment of the courts memorandum and
order. Plaintiffs intend to file an appeal to the United States
Sixth Circuit Court of Appeals and will continue to aggressively
pursue their claims on appeal.
We are unable at the present time to predict the timing or
ultimate outcome of this insurance coverage litigation or
whether there will be any further settlements. Consequently, we
are unable to predict whether, or to what extent, any additional
insurance may be available to cover a portion of our
subsidiaries asbestos liabilities. We have not included
any potential benefits from this litigation in calculating our
current asbestos liability. Our wholly-owned captive insurance
companies have not provided any insurance or reinsurance
coverage for any of our subsidiaries asbestos-related
claims.
The following table illustrates the movement of current and
long-term asbestos-related liabilities through November 30,
2008:
Asbestos
Liability Movement
(Current and Long-Term)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at
|
|
|
Additions to
|
|
|
|
|
|
Balance at
|
|
|
|
Beginning of
|
|
|
Asbestos
|
|
|
|
|
|
End of
|
|
|
|
Period
|
|
|
Charge
|
|
|
Deductions*
|
|
|
Period
|
|
|
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
Six Months Ended November 30, 2008
|
|
$
|
559,745
|
|
|
|
|
|
|
$
|
32,436
|
|
|
$
|
527,309
|
|
Year Ended May 31, 2008
|
|
|
354,268
|
|
|
$
|
288,100
|
|
|
|
82,623
|
|
|
|
559,745
|
|
Year Ended May 31, 2007
|
|
|
421,285
|
|
|
|
|
|
|
|
67,017
|
|
|
|
354,268
|
|
|
|
|
* |
|
Deductions include payments for defense-related costs and
amounts paid to settle claims. |
Other
Contingencies
We provide, through our wholly-owned insurance subsidiaries,
certain insurance coverage, primarily product liability, to our
other subsidiaries. Excess coverage is provided by third-party
insurers. Our reserves provide for these potential losses as
well as other uninsured claims. As of November 30, 2008,
the current portion of these reserves amounted to
$59.4 million as compared with $56.5 million at
May 31, 2008, while the total long-term reserves of
$7.2 million at November 30, 2008 compare with
$8.5 million at May 31, 2008. Product warranty expense
is recorded within selling, general and administrative expense.
We also offer a warranty program for our roofing systems and
have established a product warranty liability. We review this
liability for adequacy on a quarterly basis and adjust it as
necessary. The primary factors that could affect this liability
may include changes in the historical system performance rate as
well as the costs of replacement. Provision for estimated
warranty costs is recorded at the time of sale and periodically
adjusted, as required, to reflect actual experience.
13
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
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. These liabilities are undiscounted.
|
|
NOTE G
|
PENSION
AND POSTRETIREMENT HEALTH CARE BENEFITS
|
We account for our pension plans and postretirement benefit
plans in accordance with the provisions of
SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans. We
offer defined benefit pension plans, defined contribution
pension plans, as well as several unfunded health care benefit
plans primarily for certain of our retired employees. The
following tables provide the retirement-related benefit
plans impact on income before income taxes for the three
and six month periods ended November 30, 2008 and 2007:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
|
Non-U.S. Plans
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
November 30,
|
|
|
November 30,
|
|
Pension Benefits
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
7,360
|
|
|
$
|
7,120
|
|
|
$
|
1,519
|
|
|
$
|
1,734
|
|
Interest cost
|
|
|
5,954
|
|
|
|
5,148
|
|
|
|
3,830
|
|
|
|
3,268
|
|
Expected return on plan assets
|
|
|
(6,446
|
)
|
|
|
(6,660
|
)
|
|
|
(3,693
|
)
|
|
|
(3,357
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
|
171
|
|
|
|
120
|
|
|
|
2
|
|
|
|
13
|
|
Net actuarial losses recognized
|
|
|
1,326
|
|
|
|
707
|
|
|
|
622
|
|
|
|
763
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost
|
|
$
|
8,365
|
|
|
$
|
6,435
|
|
|
$
|
2,280
|
|
|
$
|
2,421
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
|
Non-U.S. Plans
|
|
|
|
Six Months Ended
|
|
|
Six Months Ended
|
|
|
|
November 30,
|
|
|
November 30,
|
|
Postretirement Benefits
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
196
|
|
|
$
|
247
|
|
Interest cost
|
|
|
216
|
|
|
|
261
|
|
|
|
378
|
|
|
|
337
|
|
Prior service cost
|
|
|
(14
|
)
|
|
|
(14
|
)
|
|
|
|
|
|
|
|
|
Net actuarial (gains) losses recognized
|
|
|
(48
|
)
|
|
|
|
|
|
|
|
|
|
|
44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost
|
|
$
|
154
|
|
|
$
|
247
|
|
|
$
|
574
|
|
|
$
|
628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
14
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
|
Non-U.S. Plans
|
|
|
|
Quarter Ended
|
|
|
Quarter Ended
|
|
|
|
November 30,
|
|
|
November 30,
|
|
Pension Benefits
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
3,654
|
|
|
$
|
3,560
|
|
|
$
|
759
|
|
|
$
|
867
|
|
Interest cost
|
|
|
3,026
|
|
|
|
2,574
|
|
|
|
1,915
|
|
|
|
1,634
|
|
Expected return on plan assets
|
|
|
(3,217
|
)
|
|
|
(3,330
|
)
|
|
|
(1,846
|
)
|
|
|
(1,678
|
)
|
Amortization of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior service cost
|
|
|
86
|
|
|
|
60
|
|
|
|
1
|
|
|
|
7
|
|
Net actuarial losses recognized
|
|
|
767
|
|
|
|
353
|
|
|
|
311
|
|
|
|
382
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost
|
|
$
|
4,316
|
|
|
$
|
3,217
|
|
|
$
|
1,140
|
|
|
$
|
1,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Plans
|
|
|
Non-U.S. Plans
|
|
|
|
Quarter Ended
|
|
|
Quarter Ended
|
|
|
|
November 30,
|
|
|
November 30,
|
|
Postretirement Benefits
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Service cost
|
|
$
|
|
|
|
$
|
|
|
|
$
|
98
|
|
|
$
|
124
|
|
Interest cost
|
|
|
108
|
|
|
|
131
|
|
|
|
189
|
|
|
|
169
|
|
Prior service cost
|
|
|
(7
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
Net actuarial (gains) losses recognized
|
|
|
(24
|
)
|
|
|
|
|
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Periodic Benefit Cost
|
|
$
|
77
|
|
|
$
|
124
|
|
|
$
|
287
|
|
|
$
|
315
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We previously disclosed in our financial statements for the
fiscal year ended May 31, 2008 that we expected to
contribute approximately $10.3 million to the Retirement
Plans in the U.S. and approximately $7.5 million to
plans outside the U.S. during the current fiscal year. As
of November 30, 2008, we have updated our expected
contributions to the Retirement Plans in the U.S. to be
$10.2 million. Additionally, the figures included in the
tables above reflect a change in expense as a result of our
recently updated actuarial data. The increase in the
U.S. pension expense that was not included in our first
quarter figures have been included in the second quarter expense.
We have determined that our postretirement medical plan provides
prescription drug benefits that will qualify for the federal
subsidy provided by the Medicare Prescription Drug, Improvement
and Modernization Act of 2003. For all groups of retirees, we
have assumed that the subsidy will continue indefinitely.
As previously disclosed, we adopted the provisions of
SFAS No. 158, Employers Accounting for
Defined Benefit Pension and Other Postretirement Plans, an
amendment of FASB Statements No. 87, 88, 106 and
132(R) beginning with our fiscal year ended May 31,
2008, and transitioned from a measurement date of February 28 to
May 31.
|
|
NOTE H
|
EARNINGS
PER SHARE
|
Our basic earnings per share calculation is based on the
weighted-average number of shares of common stock outstanding.
Our diluted earnings per share calculation is based on the
weighted-average number of shares of common stock outstanding
adjusted for the number of additional shares that would have
been outstanding had all potentially dilutive common shares been
issued. Potentially dilutive shares of common stock include
stock options, nonvested share awards and shares issuable under
our employee stock purchase plan, as well as shares of common
stock that would have been issued pursuant to the assumed
conversion of our convertible notes. Since the potentially
dilutive shares related to the convertible notes are included in
the calculation of diluted earnings per share, the
15
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
related interest expense, net of tax, is added back to net
earnings, as this interest would not have been paid if the
convertible notes had been converted to common stock. Nonvested
market-based stock awards and nonvested performance-based awards
are included in the average diluted shares outstanding each
period if established market or performance criteria have been
met at the end of the respective periods.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended November 30,
|
|
|
Six Months Ended November 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands, except per share amounts)
|
|
|
Shares Outstanding
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average common shares outstanding
|
|
|
127,090
|
|
|
|
120,057
|
|
|
|
126,158
|
|
|
|
120,027
|
|
Net issuable common share equivalents
|
|
|
1,047
|
|
|
|
2,518
|
|
|
|
1,363
|
|
|
|
2,414
|
|
Additional shares issuable assuming conversion of convertible
securities
|
|
|
|
|
|
|
8,033
|
|
|
|
1,676
|
|
|
|
8,033
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total shares for diluted earnings per share
|
|
|
128,137
|
|
|
|
130,608
|
|
|
|
129,197
|
|
|
|
130,474
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, basic
|
|
$
|
41,726
|
|
|
$
|
54,855
|
|
|
$
|
111,243
|
|
|
$
|
123,123
|
|
Add: Income effect of convertible securities
|
|
|
|
|
|
|
771
|
|
|
|
280
|
|
|
|
1,542
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income, diluted
|
|
$
|
41,726
|
|
|
$
|
55,626
|
|
|
$
|
111,523
|
|
|
$
|
124,665
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings Per Share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Earnings Per Share of Common Stock
|
|
$
|
0.33
|
|
|
$
|
0.46
|
|
|
$
|
0.88
|
|
|
$
|
1.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted Earnings Per Share of Common Stock
|
|
$
|
0.33
|
|
|
$
|
0.43
|
|
|
$
|
0.86
|
|
|
$
|
0.96
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The effective income tax rate was 30.9% for the three months
ended November 30, 2008 compared to an effective income tax
rate of 32.2% for the three months ended November 30, 2007.
For the three months ended November 30, 2008 and, to a
lesser extent for the three months ended November 30, 2007,
the effective tax rate differed from the federal statutory rate
principally due to decreases in taxes as a result of the impact
of certain foreign operations on our U.S. taxes and the
effect of lower tax rates in certain of our foreign
jurisdictions. The decreases in the effective tax rates were
partially offset by provisions for valuation allowances
associated with losses incurred by certain of our foreign
businesses, state and local income taxes and other
non-deductible business operating expenses.
The effective income tax rate was 30.8% for the six months ended
November 30, 2008 compared to an effective income tax rate
of 32.0% for the six months ended November 30, 2007.
For the six months ended November 30, 2008 and, to a lesser
extent for the six months ended November 30, 2007, the
effective tax rate differed from the federal statutory rate
principally as a result of the impact of certain foreign
operations on our U.S. taxes and the effect of lower tax
rates in certain of our foreign jurisdictions. The decreases in
the effective tax rates were partially offset by valuation
allowances associated with losses incurred by certain of our
foreign businesses, state and local income taxes and other
non-deductible business operating expenses.
As of November 30, 2008, we had unrecognized tax benefits
of approximately $3.2 million, of which approximately
$2.4 million would impact the effective tax rate, if
recognized. We recognize interest and penalties related to
unrecognized tax benefits in income tax expense. At
November 30, 2008, the accrual for interest and penalties
totaled approximately $1.3 million.
16
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
We file income tax returns in the U.S. and various state,
local and foreign jurisdictions. As of November 30, 2008,
we are subject to U.S. federal income tax examinations for
the fiscal years 2005 through 2008. In addition, with limited
exceptions, we are subject to various state and local or
non-U.S. income
tax examinations by tax authorities for the fiscal years 2002
through 2008. We do not anticipate any significant changes to
the total unrecognized tax benefits within the next
12 months.
|
|
NOTE J
|
SEGMENT
INFORMATION
|
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 two reportable segments: the industrial reportable segment
and the consumer reportable segment. Within each reportable
segment, we aggregate three operating segments that consist of
individual 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 components of our business for which separate
financial information is available that is utilized on a regular
basis by our chief executive officer 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
segments underlying businesses.
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. This reportable segment comprises
three separate operating segments our Tremco Group,
StonCor Group, and RPM II/Industrial Group. Products and
services within this reportable segment include construction
chemicals, roofing systems, weatherproofing and other sealants,
flooring and specialty chemicals.
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
segments major manufacturing and distribution operations
are located primarily in North America, along with a few
locations in Europe. Consumer segment products are sold directly
to mass merchandisers, home improvement centers, hardware
stores, paint stores, craft shops and to other smaller customers
through distributors. This reportable segment comprises three
operating segments our DAP Group, Rust-Oleum/Zinsser
Group, and RPM II/Consumer Group. Products within this
reportable segment include specialty, hobby and professional
paints; caulks; adhesives; silicone sealants; wood stains and
specialty confectionary coatings and films.
In addition to our two 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 either reportable
segment. Assets related to the corporate/other category consist
primarily of investments, prepaid expenses, deferred pension
assets, 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. Our comparative three and six month
17
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
results for the periods ended November 30, 2008 and 2007,
and identifiable assets as of November 30, 2008 and
May 31, 2008 are presented in segment detail in the
following table.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended November 30,
|
|
|
Six Months Ended November 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Segment
|
|
$
|
625,578
|
|
|
$
|
605,846
|
|
|
$
|
1,323,160
|
|
|
$
|
1,214,446
|
|
Consumer Segment
|
|
|
264,387
|
|
|
|
299,862
|
|
|
|
552,270
|
|
|
|
621,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
889,965
|
|
|
$
|
905,708
|
|
|
$
|
1,875,430
|
|
|
$
|
1,836,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Segment
|
|
$
|
264,409
|
|
|
$
|
254,315
|
|
|
$
|
556,184
|
|
|
$
|
509,859
|
|
Consumer Segment
|
|
|
92,317
|
|
|
|
113,423
|
|
|
|
204,131
|
|
|
|
241,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
356,726
|
|
|
$
|
367,738
|
|
|
$
|
760,315
|
|
|
$
|
751,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Segment
|
|
$
|
70,958
|
|
|
$
|
73,058
|
|
|
$
|
162,470
|
|
|
$
|
152,710
|
|
Consumer Segment
|
|
|
14,806
|
|
|
|
29,819
|
|
|
|
48,071
|
|
|
|
72,670
|
|
Corporate/Other
|
|
|
(25,414
|
)
|
|
|
(21,964
|
)
|
|
|
(49,878
|
)
|
|
|
(44,318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
60,350
|
|
|
$
|
80,913
|
|
|
$
|
160,663
|
|
|
$
|
181,062
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Identifiable Assets
|
|
November 30, 2008
|
|
|
May 31, 2008
|
|
|
Industrial Segment
|
|
$
|
1,900,787
|
|
|
$
|
2,130,532
|
|
Consumer Segment
|
|
|
1,180,649
|
|
|
|
1,342,572
|
|
Corporate/Other
|
|
|
271,766
|
|
|
|
290,463
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
3,353,202
|
|
|
$
|
3,763,567
|
|
|
|
|
|
|
|
|
|
|
|
|
NOTE K
|
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 managements
discretion for general corporate purposes. Our current intent is
to limit our repurchases only to amounts required to offset
dilution created by stock issued in connection with our
equity-based compensation plans, or approximately one to two
million shares per year. As a result of this authorization, 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 six
month period ended November 30, 2008, we repurchased
approximately 2.4 million shares of our common stock at a
cost of approximately $43.4 million under this program.
18
RPM
INTERNATIONAL INC. AND SUBSIDIARIES
NOTES TO
CONSOLIDATED FINANCIAL
STATEMENTS (Continued)
|
|
NOTE L
|
CONVERTIBLE NOTES
|
As previously reported, during our first fiscal quarter ended
August 31, 2008, our Senior Convertible Notes (the
Convertible Notes) due May 13, 2033 became
eligible for conversion based upon the price of RPM
International Inc. common stock. Subsequent to this event, on
June 13, 2008, we called for the redemption of all of our
outstanding Convertible Notes on the effective date of
July 14, 2008 (the Redemption Date). Prior
to the Redemption Date, virtually all of the holders had
already converted their Convertible Notes into
8,030,455 shares of RPM International Inc. common stock, or
27.0517 shares of common stock for each $1,000 Face Value
Convertible Note they held. Any fractional shares from the
conversion were paid in cash.
|
|
NOTE M
|
NEW
ACCOUNTING STANDARDS
|
In December 2007, the Financial Accounting Standards Board
(FASB) issued Statement of Financial Accounting
Standards (SFAS) No. 141(R), Business
Combinations, and SFAS No. 160, Accounting
and Reporting of Noncontrolling Interests in Consolidated
Financial Statements, an amendment of ARB No. 51.
SFAS No. 141(R) and SFAS No. 160 are
required to be adopted simultaneously and are effective for our
fiscal year ending May 31, 2010. Under
SFAS No. 141(R), upon initially obtaining control of
another entity or business, an acquirer will recognize 100% of
the fair values of assets acquired, including goodwill, and
liabilities assumed, with limited exceptions, even if the
acquirer has not acquired 100% of the target. Also, under
SFAS No. 141(R), transaction costs will no longer be
considered part of the fair value of an acquisition, and will be
expensed as incurred. We are currently evaluating the impact
that the adoption of this statement will have on our financial
statements.
SFAS No. 160 improves the relevance, comparability and
transparency of financial information provided to investors by
requiring all entities to report noncontrolling (minority)
interests in subsidiaries in the same way. Additionally,
SFAS No. 160 eliminates the diversity that currently
exists in accounting for transactions between an entity and
noncontrolling interests by requiring they be treated as equity
transactions. SFAS No. 160 is effective for our fiscal
year ending May 31, 2010. We are currently evaluating the
impact that the adoption of this statement will have on our
financial statements.
In March 2008, the FASB issued SFAS No. 161
(SFAS No. 161), Disclosures about
Derivative Instruments and Hedging Activities an
amendment of FASB Statement No. 133.
SFAS No. 161 requires enhanced disclosures about an
entitys derivative and hedging activities, including
(i) how and why an entity uses derivative instruments,
(ii) how derivative instruments and related hedged items
are accounted for under SFAS 133, and (iii) how
derivative instruments and related hedged items affect an
entitys financial position, financial performance, and
cash flows. SFAS No. 161 is effective for our third
fiscal quarter ending February 28, 2009. As the provisions
of SFAS No. 161 relate only to enhanced disclosures,
this standard will have no impact on our financial position,
results of operations or cash flows.
19
|
|
ITEM 2.
|
MANAGEMENTS
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
|
CRITICAL
ACCOUNTING POLICIES AND ESTIMATES
Our Consolidated Financial Statements include the accounts of
RPM International Inc. and its majority-owned subsidiaries.
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 asbestos liability;
allowances for doubtful accounts; inventories; allowances for
recoverable taxes; useful lives of property, plant and
equipment; goodwill and other intangible assets; environmental
and other contingent liabilities; 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, including legal settlements, may
differ materially from our estimates.
We have identified below the accounting policies and estimates
that are the most critical to our financial statements.
Revenue
Recognition
Revenues are recognized when realized or realizable, and when
earned. In general, this is when title and risk of loss pass to
the customer. Further, revenues are realizable when we have
persuasive evidence of a sales arrangement, the product has been
shipped or the services have been provided to the customer, the
sales price is fixed or determinable, and collectibility is
reasonably assured. We reduce our revenues for estimated
customer returns and allowances, certain rebates, sales
incentives and promotions in the same period the related sales
are recorded.
We also record revenues generated under long-term, construction
contracts, mainly in connection with the installation of
specialized roofing and flooring systems, and related services.
In general, we account for long-term, construction contracts
under the percentage-of-completion method, and therefore record
contract revenues and related costs as our contracts progress.
This method recognizes the economic results of contract
performance on a timelier basis than does the completed-contract
method; however, application of this method requires reasonably
dependable estimates of progress toward completion, as well as
other dependable estimates. When reasonably dependable estimates
cannot be made, or if other factors make estimates doubtful, the
completed-contract method is applied. Under the
completed-contract method, billings and costs are accumulated on
the balance sheet as the contract progresses, but no revenue is
recognized until the contract is complete or substantially
complete.
Translation
of Foreign Currency Financial Statements and Foreign Currency
Transactions
Our reporting currency is the U.S. dollar. However, the
functional currency for each of our foreign subsidiaries is its
local currency. We translate the amounts included in our
Consolidated Statements of Income from our foreign subsidiaries
into U.S. dollars at weighted-average exchange rates, which
we believe are representative of the actual exchange rates on
the dates of the transactions. Our foreign subsidiaries
assets and liabilities are translated into U.S. dollars
from local currency at the actual exchange rates as of the end
of each reporting date, and we record the resulting foreign
exchange translation adjustments in our Consolidated Balance
Sheets as a component of accumulated other comprehensive income
(loss). If the U.S. dollar continues to strengthen, we will
continue to reflect the resulting losses as a component of
accumulated other comprehensive income. Conversely, if the
U.S. dollar were to weaken, foreign exchange translation
gains could result, which would favorably impact accumulated
other comprehensive income. Translation adjustments will be
included in net earnings in the event of a sale or liquidation
of any of our underlying foreign investments, or in the event
that we distribute the accumulated earnings of consolidated
foreign subsidiaries. If we determined that the functional
currency of any of our foreign subsidiaries should be the
U.S. dollar, our financial statements would be affected.
Should this occur, we would adjust our reporting to
appropriately account for any such changes.
20
As appropriate, we use permanently invested intercompany loans
as a source of capital to reduce exposure to foreign currency
fluctuations at our foreign subsidiaries. These loans, on a
consolidated basis, are treated as being analogous to equity for
accounting purposes. Therefore, foreign exchange gains or losses
on these intercompany loans are recorded in accumulated other
comprehensive income (loss). If we were to determine that the
functional currency of any of our subsidiaries should be the
U.S. dollar, we would no longer record foreign exchange
gains or losses on such intercompany loans.
Goodwill
We apply the provisions of SFAS No. 141,
Business Combinations, which addresses the initial
recognition and measurement of goodwill and intangible assets
acquired in a business combination. We also apply the provisions
of SFAS No. 142, Goodwill and Other Intangible
Assets, which requires that goodwill be tested at least on
an annual basis, or more frequently as impairment indicators
arise, using a fair-value approach at the reporting unit level.
Our reporting units have been identified at the component level,
or one level below our operating segments. We have elected to
perform our annual required impairment tests, which involve the
use of estimates related to the fair market values of the
reporting units with which goodwill is associated, during our
fourth fiscal quarter. Calculating the fair market values of
reporting units requires our significant use of estimates and
assumptions. We estimate the fair values of our reporting units
by applying a combination of third-party market value indicators
and discounted future cash flows to the respective reporting
units annual projected earnings before interest, taxes,
depreciation and amortization. In applying this methodology, we
rely on a number of factors, including future business plans,
actual and forecasted operating results, and market data. In the
event that our calculations indicate that goodwill is impaired,
a fair value estimate of each tangible and intangible asset
would be established. This process would require the estimation
of the discounted cash flows expected to be generated by each
asset in addition to independent asset appraisals, as
appropriate, and, if impaired, these balances would be written
down to fair value. Our cash flow estimates are based on our
historical experience and our internal business plans, and
appropriate discount rates are applied. Losses, if any,
resulting from goodwill impairment tests would be reflected in
pre-tax income in our income statement. We have not incurred any
such impairment losses to date.
Other
Long-Lived Assets
We assess identifiable, non-goodwill intangibles and other
long-lived assets for impairment whenever events or changes in
facts and circumstances indicate the possibility that the
carrying values of these assets may not be recoverable over
their estimated remaining useful lives. Factors considered
important in our assessment, which might trigger an impairment
evaluation, include the following:
|
|
|
|
|
significant under-performance relative to historical or
projected future operating results;
|
|
|
|
significant changes in the manner of our use of the acquired
assets;
|
|
|
|
significant changes in the strategy for our overall
business; and
|
|
|
|
significant negative industry or economic trends.
|
Additionally, we test all indefinite-lived intangible assets for
impairment at least annually during our fiscal fourth quarter.
Measuring a potential impairment of non-goodwill intangibles and
other long-lived assets requires the use of various estimates
and assumptions, including the determination of which cash flows
are directly related to the assets being evaluated, the
respective useful lives over which those cash flows will occur
and potential residual values, if any. If we determine that the
carrying values of these assets may not be recoverable based
upon the existence of one or more of the above-described
indicators or other factors, any impairment amounts would be
measured based on the projected net cash flows expected from
these assets, including any net cash flows related to eventual
disposition activities. The determination of any impairment
losses would be based on the best information available,
including internal estimates of discounted cash flows, quoted
market prices, when available, and independent appraisals, as
appropriate, to determine fair values. Cash flow estimates would
be based on our historical experience and our internal business
plans, with appropriate discount rates applied. We have not
incurred any such impairment losses to date.
21
Deferred
Income Taxes
Our provision for income taxes is calculated in accordance with
SFAS No. 109, Accounting for Income Taxes,
which requires the recognition of deferred income taxes using
the liability method. Deferred income taxes reflect the net tax
effect of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the
amounts used for income tax purposes and certain changes in
valuation allowances. We provide valuation allowances against
deferred tax assets if, based on available evidence, it is more
likely than not that some portion or all of the deferred tax
assets will not be realized.
In determining the adequacy of valuation allowances, we consider
cumulative and anticipated amounts of domestic and international
earnings or losses, anticipated amounts of foreign source
income, as well as the anticipated taxable income resulting from
the reversal of future taxable temporary differences.
We intend to maintain any recorded valuation allowances until
sufficient positive evidence (for example, cumulative positive
foreign earnings or additional foreign source income) exists to
support a reversal of the tax valuation allowances.
Contingencies
We are party to claims and lawsuits arising in the normal course
of business, including the various asbestos-related suits
discussed in Note F to our Consolidated Financial
Statements. Although we cannot precisely predict the amount of
any liability that may ultimately arise with respect to any of
these matters, we record provisions when we consider the
liability probable and reasonably estimable. Our provisions are
based on historical experience and legal advice, are reviewed
quarterly and are adjusted according to developments. Estimating
probable losses requires the analysis of multiple forecasted
factors that often depend on judgments about potential actions
by third parties, such as regulators, courts, and state and
federal legislatures. Changes in the amounts of our loss
provisions, which can be material, affect our Consolidated
Statements of Income. Due to the inherent uncertainties in the
process undertaken to estimate potential losses, we are unable
to estimate an additional range of loss in excess of our
accruals. While it is reasonably possible that such excess
liabilities, if they were to occur, could be material to
operating results in any given quarter or year of their
recognition, we do not believe that it is reasonably possible
that such excess liabilities would have a material adverse
effect on our long-term results of operations, liquidity or
consolidated financial position.
Our environmental-related accruals are similarly established
and/or
adjusted as more information becomes available upon which costs
can be reasonably estimated. Here again, actual costs may vary
from these estimates because of the inherent uncertainties
involved, including the identification of new sites and the
development of new information about contamination. Certain
sites are still being investigated and, therefore, we have been
unable to fully evaluate the ultimate costs for those sites. As
a result, accruals have not been estimated for certain of these
sites and costs may ultimately exceed existing estimated
accruals for other sites. We have received indemnities for
potential environmental issues from purchasers of certain of our
properties and businesses and from sellers of some of the
properties or businesses we have acquired. We have also
purchased insurance to cover potential environmental liabilities
at certain sites. If the indemnifying or insuring party fails
to, or becomes unable to, fulfill its obligations under those
agreements or policies, we may incur environmental costs in
addition to any amounts accrued, which may have a material
adverse effect on our financial condition, results of operations
or cash flows.
Additionally, our operations are subject to various federal,
state, local and foreign tax laws and regulations which govern,
among other things, taxes on worldwide income. The calculation
of our income tax expense is based on the best information
available and involves our significant judgment. The actual
income tax liability for each jurisdiction in any year can be,
in some instances, determined ultimately several years after the
financial statements have been published.
We maintain accruals for estimated income tax exposures for many
different jurisdictions. Tax exposures are settled primarily
through the resolution of audits within each tax jurisdiction or
the closing of a statute of limitation. Tax exposures can also
be affected by changes in applicable tax laws or other factors,
which may cause us to believe a revision of past estimates is
appropriate. We believe that appropriate liabilities have been
established for income tax exposures; however, actual results
may differ materially from our estimates.
22
Allowance
for Doubtful Accounts Receivable
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, past experience and individual account
balances identified as doubtful based on specific facts and
conditions. Receivable losses are charged against the allowance
when we confirm uncollectibility. Actual collections of trade
receivables could differ from our estimates due to changes in
future economic or industry conditions or specific
customers financial conditions.
Inventories
Inventories are stated at the lower of cost or market, cost
being determined on a
first-in,
first-out (FIFO) basis and market being determined on the basis
of replacement cost or net realizable value. Inventory costs
include raw materials, labor and manufacturing overhead. We
review the net realizable value of our inventory in detail on an
on-going basis, with consideration given to various factors,
which include our estimated reserves for excess, obsolete, slow
moving or distressed inventories. If actual market conditions
differ from our projections, and our estimates prove to be
inaccurate, write-downs of inventory values and adjustments to
cost of sales may be required. Historically, our inventory
reserves have approximated actual experience.
Marketable
Securities
Marketable securities, included in other current and long-term
assets, are composed of available for sale securities and are
reported at fair value, based on quoted market prices. Realized
gains and losses on sales of investments are recognized in net
income on the specific identification basis. Changes fair values
of securities that are considered temporary, are recorded as
unrealized gains and losses, net of applicable taxes, in
accumulated other comprehensive income (loss) within
stockholders equity. Other-than-temporary declines in
market value from original cost are reflected in operating
income in the period in which the unrealized losses are deemed
other than temporary. In order to determine whether an
other-than-temporary decline in market value has occurred, the
duration of the decline in value and our ability to hold the
investment to recovery are considered in conjunction with an
evaluation of the strength of the underlying collateral and the
extent to which the investments amortized cost or cost, as
appropriate, exceeds its related market value.
REPORTABLE
SEGMENT INFORMATION
Our business is divided into two reportable segments: the
industrial reportable segment and the consumer reportable
segment. Within each reportable segment, we aggregate three
operating segments that consist of individual 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 components of
our business for which separate financial information is
available that is utilized on a regular basis by our chief
executive officer 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 segments
underlying businesses. We evaluate the profit performance of our
segments primarily based on gross profit, and, to a lesser
extent, income (loss) 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 corporate 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. This reportable segment comprises
three separate operating segments our Tremco Group,
StonCor Group, and RPM II/Industrial Group. Products and
services within this reportable segment include construction
chemicals, roofing systems, weatherproofing and other sealants,
flooring and specialty chemicals.
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
23
activities. Our consumer segments major manufacturing and
distribution operations are located primarily in North America.
Consumer segment products are sold throughout North America
directly to mass merchants, home improvement centers, hardware
stores, paint stores, craft shops and to other smaller customers
through distributors. This reportable segment comprises three
operating segments our DAP Group, Rust-Oleum/Zinsser
Group, and RPM II/Consumer Group. Products within this
reportable segment include specialty, hobby and professional
paints; caulks; adhesives; silicone sealants; wood stains and
specialty confectionary coatings and films.
In addition to our two 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 either reportable
segment. Assets related to the corporate/other category consist
primarily of investments, prepaid expenses, deferred pension
assets, 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.
The following table reflects the results of our reportable
segments consistent with our management philosophy, and
represents the information we utilize, in conjunction with
various strategic, operational and other financial performance
criteria, in evaluating the performance of our portfolio of
product lines.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended November 30,
|
|
|
Six Months Ended November 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
2007
|
|
|
|
(In thousands)
|
|
|
Net Sales
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Segment
|
|
$
|
625,578
|
|
|
$
|
605,846
|
|
|
$
|
1,323,160
|
|
|
$
|
1,214,446
|
|
Consumer Segment
|
|
|
264,387
|
|
|
|
299,862
|
|
|
|
552,270
|
|
|
|
621,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
889,965
|
|
|
$
|
905,708
|
|
|
$
|
1,875,430
|
|
|
$
|
1,836,047
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Segment
|
|
$
|
264,409
|
|
|
$
|
254,315
|
|
|
$
|
556,184
|
|
|
$
|
509,859
|
|
Consumer Segment
|
|
|
92,317
|
|
|
|
113,423
|
|
|
|
204,131
|
|
|
|
241,781
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
$
|
356,726
|
|
|
$
|
367,738
|
|
|
$
|
760,315
|
|
|
$
|
751,640
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Income Taxes(a)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Industrial Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes(a)
|
|
$
|
70,958
|
|
|
$
|
73,058
|
|
|
$
|
162,470
|
|
|
$
|
152,710
|
|
Interest (Expense), Net
|
|
|
(37
|
)
|
|
|
(915
|
)
|
|
|
(96
|
)
|
|
|
(1,657
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT(b)
|
|
$
|
70,995
|
|
|
$
|
73,973
|
|
|
$
|
162,566
|
|
|
$
|
154,367
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer Segment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income Before Income Taxes(a)
|
|
$
|
14,806
|
|
|
$
|
29,819
|
|
|
$
|
48,071
|
|
|
$
|
72,670
|
|
Interest (Expense), Net
|
|
|
(1,074
|
)
|
|
|
(994
|
)
|
|
|
(2,416
|
)
|
|
|
(1,850
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT(b)
|
|
$
|
15,880
|
|
|
$
|
30,813
|
|
|
$
|
50,487
|
|
|
$
|
74,520
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate/Other
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Expense) Before Income Taxes(a)
|
|
$
|
(25,414
|
)
|
|
$
|
(21,964
|
)
|
|
$
|
(49,878
|
)
|
|
$
|
(44,318
|
)
|
Interest (Expense), Net
|
|
|
(16,283
|
)
|
|
|
(10,198
|
)
|
|
|
(25,468
|
)
|
|
|
(21,318
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT(b)
|
|
$
|
(9,131
|
)
|
|
$
|
(11,766
|
)
|
|
$
|
(24,410
|
)
|
|
$
|
(23,000
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (Loss) Before Income Taxes(a)
|
|
$
|
60,350
|
|
|
$
|
80,913
|
|
|
$
|
160,663
|
|
|
$
|
181,062
|
|
Interest (Expense), Net
|
|
|
(17,394
|
)
|
|
|
(12,107
|
)
|
|
|
(27,980
|
)
|
|
|
(24,825
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
EBIT(b)
|
|
$
|
77,744
|
|
|
$
|
93,020
|
|
|
$
|
188,643
|
|
|
$
|
205,887
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
|
(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) |
|
EBIT is defined as earnings 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 corporate 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, operating income as determined in
accordance with GAAP, since EBIT omits the impact of interest
and taxes in determining operating performance, which represent
items necessary to our continued operations, given our level of
indebtedness and ongoing tax obligations. 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 November 30, 2008
Net
Sales
On a consolidated basis, net sales of $890.0 million for
the second quarter ended November 30, 2008 declined 1.7%,
or $15.7 million, over net sales of $905.7 million
during the same period last year. The organic decline in sales
amounted to 4.6%, or $41.7 million, of the shortfall in net
sales over the prior year, which includes volume-related
declines approximating 4.1% or $37.3 million, and the
impact of net unfavorable foreign exchange rates year-over-year,
which amounted to 3.8%, or $34.2 million, offset partially
by pricing initiatives representing 3.3% of the prior year
sales, or $29.8 million. Foreign exchange losses resulted
from the strong dollar against nearly all major foreign
currencies, with the majority of the losses resulting from the
weaker euro and Canadian dollar. Eight small acquisitions, net
of the lost revenue related to the divestiture of our Bondo
subsidiary during last years second fiscal quarter,
provided 2.9% of sales growth over last year, or
$26.0 million.
Industrial segment net sales, which comprised 70.3% of the
current quarters consolidated net sales, totaled
$625.6 million, growing 3.3% from last years
$605.8 million. This segments net sales growth
resulted primarily from seven small acquisitions, which
contributed 6.2% of the growth over the prior year. These
improvements were offset by an overall decline in organic sales,
which accounted for a decline of 2.9% over prior year sales, and
included 4.3% from net unfavorable foreign exchange differences
and volume declines approximating 1.9%, offset partially by 3.3%
from pricing. The pure unit organic sales decline in the
industrial segment resulted primarily from declines in domestic
polymer flooring, exterior insulated finishing systems and
certain specialty colorant and coatings product lines. There was
continued growth during the quarter from ongoing industrial and
commercial maintenance and improvement activities in Latin
America, South Africa and the Middle East, in addition to
slower, but continued, growth in global roofing products and
services. Many of our industrial segment product lines,
including corrosion control coatings and fiberglass reinforced
plastics, continue to grow organic sales. Despite the impact of
the continuing weak economic environment on certain sectors of
our domestic commercial construction markets, which we expect
will continue throughout the remainder of our current fiscal
year, we continue to secure new business through strong brand
offerings, new product innovations and international expansion.
Consumer segment net sales, which comprised 29.7% of the current
quarters consolidated net sales, decreased by 11.8% to
$264.4 million from $299.9 million during last
years second quarter. Contributing to this segments
net sales decline was the impact of the divestiture of our Bondo
subsidiary during last years second fiscal quarter, which
was only partially offset by recent acquisitions, for a net
negative impact of 3.8%. Additionally, our consumer segment
organic sales declined by 8.0%, which includes the impact of net
unfavorable foreign exchange rates for approximately 2.7%,
offset partially by pricing, which provided 3.3%. The organic
sales volume decline reflects the
25
continued weakness in the economy, including sluggish sales for
retailers, as well as distributors impacted by the domestic
housing recession. Our consumer segment continues to increase
market penetration at major retail accounts with various new
product launches, some of which occurred early in this
years first quarter, while also refocusing efforts on our
various repair and maintenance products.
Gross
Profit Margin
Our consolidated gross profit declined to 40.1% of net sales
this quarter from 40.6% of net sales for the same period a year
ago, reflecting our overall net decline in sales volume, in
addition to the impact of increased raw material costs, which
were only partially offset by our recent price increases. Raw
material costs reflect the impact of year-over-year increases in
oil prices and energy costs, which have continued to put upward
pressure on many of our raw material, packaging and
transportation costs. Many of our key raw materials costs were
higher than they were during the same period a year ago, such as
plasticizers, epoxies, various solvents and resins. The impact
of these higher raw material costs, net of price increases,
weighed on our gross profit margin by approximately
1.4% percent of net sales, or 140 basis points
(bps), but were offset partially by a slightly more
favorable product mix and tighter spending controls. We began to
experience some relief in certain raw material and
transportation costs toward the end of this years second
quarter, as a result of declines in certain energy prices, which
we anticipate will begin to impact our margins toward the end of
our upcoming third fiscal quarter.
Our industrial segment gross profit for the second quarter of
fiscal 2009 improved by 30 bps, to 42.3% of net sales from
last years second quarter result of 42.0% of net sales.
Productivity gains, a favorable sales mix and tighter spending
controls favorably impacted this segments gross margin the
current period. However, higher selling prices were more than
offset by certain continued higher raw material costs during the
quarter, for a net unfavorable impact of 70 bps.
Our consumer segment gross profit for the quarter declined to
34.9% of net sales from 37.8% of net sales last year, or
approximately 290 bps, mainly as a result of the
approximate 300 bps impact of higher raw material costs,
net of recent price increases, combined with the unfavorable
margin impact of this segments organic sales volume
decline versus last years second quarter net sales.
Partially offsetting the impact of these items was a favorable
mix of sales compared with the prior year period.
Selling,
General and Administrative Expenses
(SG&A)
Our consolidated SG&A increased to 31.4% of net sales for
the current quarter compared with 30.3% a year ago. The
110 bps increase in this margin primarily reflects the
unfavorable margin impact from the overall unit volume decline
in net sales, combined with additional bad debt, warranty and
distribution expense over the prior year, offset partially by
favorable environmental reserve adjustments and
compensation-related reductions, including reductions relating
to stock-based compensation. During the quarter, certain
strategic initiatives were undertaken by certain of our
businesses relating to headcount reductions, which resulted in
severance-related costs approximating 20 bps for the
quarter. Further reductions in workforce are expected to result
in additional severance-related costs during our upcoming fiscal
third quarter. We anticipate that these strategic reductions
will favorably impact our margins beginning with the second half
of the current fiscal year.
Our industrial segment SG&A increased to 31.0% of net sales
for the current quarter from 29.8% last year, reflecting the
impact of higher employment-related costs, including increased
compensation and benefit-related accruals, and additional bad
debt expense. Partially offsetting those items was certain
favorable foreign exchange transactions. As discussed above,
certain severance-related expenses were incurred during the
current quarter, which approximated 10 bps for this segment.
Our consumer segment SG&A as a percentage of net sales for
the current quarter increased by 130 bps to 28.8% compared
with 27.5% a year ago, reflecting the unfavorable margin impact
of the unit volume decline in net sales in this segment, in
addition to certain strategic reductions in this segments
workforce which approximated 40 bps.
SG&A expenses in our corporate/other category decreased
during the current quarter to $9.2 million from
$11.8 million during the corresponding period last year.
This decrease essentially reflects the impact of lower
compensation-related expenses, including stock-based
compensation, versus last years second fiscal quarter.
26
Partially offsetting these expense reductions was the
combination of net unfavorable foreign currency adjustments and
certain higher benefit-related expense.
License fee and joint venture income of approximately
$0.7 million and $0.5 million for each of the quarters
ended November 30, 2008 and 2007, respectively, are
reflected as reductions of consolidated SG&A expenses.
We recorded total net periodic pension and postretirement
benefit costs of $5.8 million and $4.9 million for the
quarters ended November 30, 2008 and 2007, respectively.
This increased pension expense of $0.9 million was
primarily the result of increased pension service and higher
interest costs approximating $0.7 million, along with net
actuarial losses incurred of approximately $0.2 million. We
expect that pension expense will fluctuate on a year-to-year
basis, depending primarily 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.
Net
Interest Expense
Net interest expense was approximately $5.3 million higher
in the second quarter of fiscal 2009 than in the corresponding
period of fiscal 2008, mainly as a result of a $5.5 million
unfavorable change from the prior year second quarter investment
income of $3.3 million versus the current quarter loss on
investments of $2.2 million. This unfavorable change
includes the impact of net realized gains and losses on the
sales of investments, which resulted in a net loss of
$1.6 million for the quarter ended November 30, 2008
and a net gain of $1.2 million for the same period last
year, as well as impairments recognized on securities that
management has determined are other-than-temporary declines in
value, which approximated $2.6 million and $57,000 for the
quarters ended November 30, 2008 and 2007, respectively.
The year over year changes in these items reflect the current
global economic downturn and related declines in the
U.S. financial markets. Additionally, interest rates
averaged 6.0% overall during the quarter, compared with 5.4% in
the prior year second quarter, which increased interest expense
by approximately $1.1 million, while our lower average
borrowings this quarter reduced interest expense by
approximately $3.5 million versus last years second
quarter. We also had higher weighted-average net borrowings
associated with recent acquisitions, approximating
$119.1 million during the quarter, which increased interest
expense by approximately $1.6 million, and other additional
interest-related costs approximating $0.6 million.
Income
Before Income Taxes (IBT)
Our consolidated IBT for this years second quarter
declined to $60.3 million versus last years second
quarter result of $80.9 million, for a margin on net sales
of 6.8% versus 9.0% a year ago.
Our industrial segment IBT decreased by 2.9%, to
$71.0 million from last years $73.1 million,
reflecting this segments 2.9% decline in organic sales
during the quarter, as previously discussed, in addition to
certain higher raw material costs, compensation and bad debt
expense occurring during this years second quarter. Our
consumer segment IBT declined by 50.3%, to $14.8 million
from $29.8 million last year, as a result of certain higher
raw material costs and unfavorable foreign exchange adjustments.
Income
Tax Rate
Our effective income tax rate was 30.9% for the three months
ended November 30, 2008 compared to an effective income tax
rate of 32.2% for the three months ended November 30, 2007.
For the three months ended November 30, 2008 and, to a
lesser extent for the three months ended November 30, 2007,
the effective tax rate differed from the federal statutory rate
principally due to decreases in taxes as a result of the impact
of certain foreign operations on our U.S. taxes and the
effect of lower tax rates in certain of our foreign
jurisdictions. The decreases in the effective tax rates were
partially offset by provisions for valuation allowances
associated with losses incurred by certain of our foreign
businesses, state and local income taxes and other
non-deductible business operating expenses.
As of November 30, 2008, we have determined, based on the
available evidence, that it is uncertain whether we will be able
to recognize certain deferred tax assets. Therefore, in
accordance with the provisions of SFAS No. 109,
Accounting for Income Taxes, we intend to maintain
the tax valuation allowance recorded at November 30, 2008
for certain deferred tax assets until sufficient positive
evidence (for example, cumulative positive foreign earnings
27
or additional foreign source income) exists to support the
reversal of the tax valuation allowances. This valuation
allowance relates to U.S. federal foreign tax credit
carryforwards, certain foreign net operating losses and net
foreign deferred tax assets recorded in purchase accounting. Any
reversal of the valuation allowance that was recorded in
purchase accounting would reduce goodwill.
Net
Income
Net income of $41.7 million for the three months ended
November 30, 2008 compares to $54.9 million for the
same period last year, for a net margin on sales of 4.7% for the
current quarter compared to the prior years 6.1% net
margin on sales. The decline in net margin year-over-year
resulted from the combined impact of declining sales volumes in
both segments, higher raw material costs and unfavorable foreign
exchange adjustments, offset partially by the impact of
favorable acquisitions.
Diluted earnings per common share for this years second
quarter declined by 23.3% to $0.33 from $0.43 a year ago.
Six
Months Ended November 30, 2008
Net
Sales
On a consolidated basis, net sales of $1.88 billion for the
six months ended November 30, 2008 increased 2.2%, or
$39.5 million, over net sales of $1.84 billion during
the same period last year. Organic sales declined by 1.1%, or
$21.4 million, from last year, including volume-related
declines approximating 3.3% or $62.1 million, and the
impact of net unfavorable foreign exchange rates year-over-year,
which amounted to 0.7%, or $13.0 million, offset partially
by pricing initiatives representing 2.9%, or $53.7 million.
Foreign exchange losses resulted from the stronger dollar
against nearly all major foreign currencies, with the majority
of the losses resulting from the weaker Canadian dollar. Nine
small acquisitions, net of the lost revenue related to the
divestiture of our Bondo subsidiary during last years
second fiscal quarter, provided 3.3% of the sales growth over
last year, or $60.9 million.
Industrial segment net sales, which comprised 70.6% of
consolidated net sales for this years first half, totaled
$1.32 billion, an increase of 9.0% from last years
$1.21 billion. This segments net sales growth
resulted primarily from seven small acquisitions, which
contributed 7.5% of the growth over the prior year. Organic
sales contributed 1.5% of the growth over prior year sales,
including 3.0% from favorable pricing, offset partially by the
combination of 0.7% from net unfavorable foreign exchange
differences and volume declines approximating 0.8%.
Consumer segment net sales, which comprised 29.4% of the current
years consolidated net sales, decreased by 11.2% to
$552.3 million from $621.6 million during last
years first six months. Contributing to this
segments net sales decline was the impact of the
divestiture of our Bondo subsidiary during last years
second fiscal quarter, which was only partially offset by recent
acquisitions, for a net negative impact of 4.8%. Additionally,
our consumer segment organic sales declined by 6.4%, which
includes the combined impact of net unfavorable foreign exchange
rates for approximately 0.8% and a decline in sales volume
amounting to approximately 8.3%, offset partially by pricing,
which provided approximately 2.7%.
Gross
Profit Margin
Our consolidated gross profit declined to 40.5% of net sales
this first half from 40.9% of net sales for the same period a
year ago, reflecting the impact of increased raw material costs,
which were only partially offset by our recent price increases,
for a net impact of approximately 100 bps. Partially
offsetting those items was a more favorable mix of product sales
during this years first half versus the same period a year
ago.
Our industrial segment gross profit for the first six months of
fiscal 2009 was essentially flat at 42.0% of net sales for both
six month periods. Higher selling prices net of certain
continued higher raw material costs during the current year
resulted in a net unfavorable impact on this segments
gross profit margin of approximately 50 bps. Productivity
savings, a favorable sales mix and tighter spending controls
favorably impacted this segments gross margin the current
period.
Our consumer segment gross profit for the first six months of
fiscal 2009 declined to 36.9% of net sales from 38.9% of net
sales last year, or approximately 200 bps, mainly as a
result of the approximate 230 bps impact of
28
higher raw material costs, net of recent price increases,
combined with this segments organic sales volume decline
over last years first six months net sales.
Partially offsetting the impact of these items was a favorable
mix of sales compared with the prior year period.
SG&A
Our consolidated SG&A increased to 30.4% of net sales for
the first six months of fiscal 2009 compared with 29.7% a year
ago. The 70 bps increase in this margin primarily reflects
the impact of the overall unit volume decline in net sales,
combined with additional warranty-related expense and prior year
favorable adjustments to certain insurance-related loss
reserves, which did not recur this year. These additional
expenses were partially offset by reductions in advertising and
legal expense, in addition to favorable reductions in certain
environmental-related accruals. As discussed in relation to the
second quarter results, certain strategic initiatives were
undertaken by some of our businesses relating to headcount
reductions, which resulted in severance-related costs
approximating 30 bps for the current six month period.
Further reductions in workforce are expected to result in
additional severance-related costs during our upcoming fiscal
third quarter. We anticipate that these strategic reductions
will favorably impact our margins beginning with the second half
of the current fiscal year.
Our industrial segment SG&A increased to 29.7% of net sales
for the first half of the current fiscal year from 29.3% last
year, reflecting the impact of higher employment-related costs,
including increased compensation and benefit-related accruals,
higher warranty-related expense, and additional bad debt expense
over the prior year period. Partially offsetting those items was
certain favorable foreign exchange transactions during the
current years first six months. As discussed above,
certain severance-related expenses were incurred during the
current six month period, which approximated 20 bps for
this segment.
Our consumer segment SG&A as a percentage of net sales for
the first half of the current fiscal year increased by
90 bps to 27.8% compared with 26.9% a year ago, reflecting
the unit volume decline in net sales in this segment, in
addition to certain strategic reductions in this segments
workforce which approximated 40 bps.
SG&A expenses in our corporate/other category increased
during the first six months of fiscal 2009 to $24.6 million
from $23.0 million during the corresponding period last
year. This increase essentially reflects the impact of net
unfavorable foreign currency adjustments, certain higher
benefit-related expense and prior year favorable
insurance-related loss reserve adjustments, which did not recur
this year, partially offset by this years lower legal
expenses versus last years first half.
License fee and joint venture income of approximately
$1.5 million and $1.1 million for each of the six
month periods ended November 30, 2008 and 2007,
respectively, are reflected as reductions of consolidated
SG&A expenses.
We recorded total net periodic pension and postretirement
benefit costs of $11.4 million and $9.7 million for
the six month periods ended November 30, 2008 and 2007,
respectively. This increased pension expense of
$1.7 million was primarily the result of higher interest
costs approximating $1.3 million, along with net actuarial
losses incurred of approximately $0.4 million. We expect
that pension expense will fluctuate on a year-to-year basis,
depending primarily 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.
Net
Interest Expense
Net interest expense was approximately $3.2 million higher
in the first half of fiscal 2009 than in the corresponding
period of fiscal 2008, mainly as a result of a $4.7 million
unfavorable change from the prior year first six months
investment income of $6.6 million versus $1.9 million
during this years first half. This unfavorable change
includes the impact of net realized gains and losses on the
sales of investments, which resulted in a net gain of
$1.3 million for the six months ended November 30,
2008 and a net gain of $2.1 million for the same period
last year, as well as impairments recognized on securities that
management has determined are other-than-temporary declines in
value, which approximated $3.4 million and
$0.1 million for the first half of fiscal 2009 and 2008,
respectively. As previously discussed, the year over year
changes in these items reflect the current global economic
downturn and related declines in the U.S. financial
markets. We also recognized approximately $0.6 million less
29
interest and dividend income during this years first half
versus the same period last year. Offsetting those losses was
the impact of lower interest rates, which averaged 5.7% overall
during the current period, compared with 6.0% in the prior year
first half, causing interest expense to decrease by
approximately $1.8 million, while our lower average
borrowings during the current period reduced interest expense by
an additional $4.0 million. Higher weighted-average net
borrowings associated with recent acquisitions, approximating
$122.9 million during the current period, which increased
interest expense by approximately $3.2 million, and other
additional interest-related costs approximating
$1.1 million.
IBT
Our consolidated IBT for this years first half declined to
$160.6 million versus $181.1 million during last
years first half, for a margin of 8.6% of net sales versus
9.9% a year ago.
Our industrial segment IBT increased by 6.4%, to
$162.5 million from last years $152.7 million,
reflecting this segments 1.5% growth in organic sales over
the prior year period, as previously discussed, offset partially
by certain higher raw material costs, warranty expense,
compensation-related expense and bad debt occurring during this
years first half. Our consumer segment IBT declined by
33.9%, to $48.1 million from $72.7 million last year,
primarily as a result of declining sales volumes combined with
net higher raw material costs.
Income
Tax Rate
The effective income tax rate was 30.8% for the six months ended
November 30, 2008 compared to an effective income tax rate
of 32.0% for the six months ended November 30, 2007.
For the six months ended November 30, 2008 and, to a lesser
extent for the six months ended November 30, 2007, the
effective tax rate differed from the federal statutory rate
principally as a result of the impact of certain foreign
operations on our U.S. taxes and the effect of lower tax
rates in certain of our foreign jurisdictions. The decreases in
the effective tax rates were partially offset by valuation
allowances associated with losses incurred by certain of our
foreign businesses, state and local income taxes and other
non-deductible business operating expenses.
As described in this Managements Discussion and Analysis
of Financial Condition and Results of Operations for the three
month period ended November 30, 2008, there is uncertainty
as to whether we will be able to recognize certain deferred tax
assets. Refer to the section of this filing mentioned above for
further information.
Net
Income
Net income of $111.2 million for the six months ended
November 30, 2008 compares to $123.1 million for the
same period last year for a net margin on sales of 5.9% for the
current period compared to the prior periods 6.7% net
margin on sales. The decline in net margin year-over-year
resulted from the combined impact of declining sales volumes in
both segments, higher raw material costs and unfavorable foreign
exchange adjustments, offset partially by the impact of
favorable acquisitions.
Diluted earnings per common share for this years first six
months declined by 10.4% to $0.86 from $0.96 a year ago.
LIQUIDITY
AND CAPITAL RESOURCES
Cash
Flows From:
Operating
Activities
Operating activities provided cash flow of $104.0 million
during the first six months of the current fiscal year compared
with $104.1 million of cash flow provided during the same
period of fiscal 2008.
A lower trade accounts receivable balance at the end of the
current six month period, resulting from additional cash
collections, provided $212.1 million in cash versus
$120.3 million last year, or approximately
$91.8 million more cash year over year. Inventory balances
increased during both the current and prior year periods, which
30
required $15.6 million of cash this year versus
$29.1 million last year, or $13.5 million less cash
year-over-year. Finally, we used $45.1 million more for
accounts payable during this years first six months
compared to the same period a year ago, as a result of a change
in the timing of certain payments and increased activity levels.
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, to expand
capacity and to enhance our administration capabilities. Capital
expenditures of $24.9 million during this years first
six months compare with current-year depreciation of
$32.2 million. Capital spending is expected to decline to a
level which will trail depreciation expense at least through
fiscal 2010. Due to additional capacity, which has been brought
on-line over the last several years, we believe there is
adequate production capacity to meet our needs based on
anticipated growth rates. Any additional capital expenditures
made over the next few years will likely relate primarily to new
products and technology.
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 November 30, 2008, the fair
value of our investments in marketable securities totaled
$69.8 million, of which investments with a fair value of
$44.7 million were in an unrealized loss position. At
May 31, 2008, the fair value of our investments in
marketable securities totaled $110.4 million, of which
investments with a fair value of $25.8 million were in an
unrealized loss position. Total unrealized losses recorded in
accumulated other comprehensive income at November 30, 2008
and May 31, 2008 were $23.6 million and
$1.7 million, respectively. We regularly review our
marketable securities in unrealized loss positions in order to
determine whether or not we have the ability and intent to hold
these investments until their cost can be recovered. 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
November 30, 2008 were generally caused by the recent
decline in valuations in the financial sector and the volatility
in the global economy, specifically over the last few months of
our recently completed second fiscal quarter. If general
economic conditions were to continue to deteriorate, including
continued uncertainties surrounding the volatility in financial
markets and the viability of banks and other financial
institutions, and if we were to experience continuing or
significant additional unrealized losses within our portfolio of
investments in marketable securities, we may recognize
additional other-than-temporary impairment losses in future
periods. Such potential losses could have a material impact on
our results of operations. As such, we continue to closely
evaluate the status of our investments and our ability and
intent to hold these investments until their cost can be
recovered.
Financing
Activities
On February 20, 2008 we issued and sold $250.0 million
of 6.50% Notes due February 15, 2018. The proceeds
were used to repay our $100.0 million Senior Unsecured
Notes due March 1, 2008, the outstanding principal under
our $125.0 million accounts receivable securitization
program and $19.0 million in short-term borrowings under
our revolving credit facility. This financing strengthened our
credit profile and liquidity position, as well as lengthened the
average maturity of our outstanding debt obligations.
On December 29, 2006, we replaced our $330.0 million
revolving credit facility with a $400.0 million five-year
credit facility (the Credit Facility). The Credit
Facility is used for working capital needs and general corporate
purposes, including acquisitions. The Credit Facility provides
for borrowings in U.S. dollars and several foreign
currencies and provides sublimits for the issuance of letters of
credit in an aggregate amount of up to $35.0 million and a
swing-line of up to $20.0 million for short-term borrowings
of less than 15 days. In addition, the size of the Credit
Facility may be expanded, subject to lender approval, upon our
request by up to an additional $175.0 million, thus
potentially expanding the Credit Facility to $575.0 million.
31
We are exposed to market risk associated with interest rates. We
do not use financial derivative instruments for trading
purposes, nor do we engage in foreign currency, commodity or
interest rate speculation. Concurrent with the issuance of our
6.7% Senior Unsecured Notes, RPM United Kingdom G.P.
entered into a cross currency swap, which fixed the interest and
principal payments in euros for the life of the 6.7% Senior
Unsecured Notes and resulted in an effective euro fixed rate
borrowing of 5.31%. In addition to hedging the risk associated
with our 6.7% Senior Unsecured Notes, our only other hedged
risks are associated with certain fixed debt, whereby we have a
$200.0 million notional amount interest rate swap contract
designated as a fair value hedge to pay floating rates of
interest, based on six-month LIBOR that matures in our fiscal
year ending May 31, 2010. Because critical terms of the
debt and interest rate swap match, the hedge is considered
perfectly effective against changes in fair value of debt, and
therefore, there is no need to periodically reassess the
effectiveness during the term of the hedge.
Our available liquidity, including our cash and short-term
investments and amounts available under our committed credit
facilities, stood at $523.4 million at November 30,
2008. Our debt-to-capital ratio was 46.2% at November 30,
2008, compared with 48.6% at May 31, 2008.
During the first quarter of fiscal 2009, we called for
redemption all of our outstanding Senior Convertible Notes due
May 13, 2033. Prior to the redemption, virtually all of the
holders converted their Senior Convertible Notes into shares of
our common stock. For additional information, refer to
Note L, Convertible Notes, to the Consolidated
Financial Statements.
The following table summarizes our financial obligations and
their expected maturities at November 30, 2008 and the
effect such obligations are expected to have on our liquidity
and cash flow in the periods indicated.
Contractual
Obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Contractual
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payment
|
|
|
Payments Due in
|
|
|
|
Stream
|
|
|
2009
|
|
|
2010-11
|
|
|
2012-13
|
|
|
After 2013
|
|
|
|
(In thousands)
|
|
|
Long-term debt obligations
|
|
$
|
962,611
|
|
|
$
|
171,247
|
|
|
$
|
1,977
|
|
|
$
|
189,604
|
|
|
$
|
599,783
|
|
Capital lease obligations
|
|
|
4,631
|
|
|
|
764
|
|
|
|
1,361
|
|
|
|
1,237
|
|
|
|
1,269
|
|
Operating lease obligations
|
|
|
134,442
|
|
|
|
34,165
|
|
|
|
43,967
|
|
|
|
21,962
|
|
|
|
34,348
|
|
Other long-term liabilities(1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest payments on long-term debt obligations
|
|
|
274,826
|
|
|
|
42,328
|
|
|
|
74,374
|
|
|
|
68,124
|
|
|
|
90,000
|
|
Contributions to pension and postretirment plans(2)
|
|
|
213,600
|
|
|
|
18,700
|
|
|
|
38,300
|
|
|
|
52,700
|
|
|
|
103,900
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
1,590,110
|
|
|
$
|
267,204
|
|
|
$
|
159,979
|
|
|
$
|
333,627
|
|
|
$
|
829,300
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Excluded from other long-term liabilities is our liability for
unrecognized tax benefits, which totaled $4.7 million at
November 30, 2008. Currently, we cannot predict with
reasonable reliability the timing of cash settlements to the
respective taxing authorities. |
|
(2) |
|
These amounts represent our estimated cash contributions to be
made in the periods indicated for our pension and postretirement
plans, assuming no actuarial gains or losses, assumption changes
or plan changes occur in any period. The projection results
assume $10.2 million will be contributed to the U.S. plans
in fiscal 2009; all other plans and years assume the required
minimum contribution will be contributed. Also included are
expected interest payments on long-term debt. |
We maintain excellent relations with our banks and other
financial institutions to help provide continuous access to
financing for future growth opportunities and other corporate
purposes.
Off-Balance
Sheet Arrangements
We do not have any off-balance sheet financings, other than the
minimum operating lease commitments included per the above
Contractual Obligations table. We have no subsidiaries that are
not included in our financial
32
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) 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 price, 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 fluctuations in currency
exchange rates upon our foreign operations; (f) 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; (g) risks and uncertainties associated with our
ongoing acquisition and divestiture activities; (h) risks
related to the adequacy of our contingent liabilities, including
for asbestos-related claims; and (i) 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, 2008, 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, 2008.
|
|
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 November 30, 2008 (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 Commissions 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.
33
There were no changes in our internal control over financial
reporting that occurred during the fiscal quarter ended
November 30, 2008 that have materially affected, or are
reasonably likely to materially affect, our internal control
over financial reporting.
PART II
OTHER INFORMATION
|
|
ITEM 1.
|
LEGAL
PROCEEDINGS
|
Asbestos
Litigation
Certain of our wholly-owned subsidiaries, principally Bondex
International, Inc. (collectively referred to as our
subsidiaries), are defendants in various asbestos-related bodily
injury lawsuits filed in various state courts with the vast
majority of current claims pending in six states
Texas, Florida, Mississippi, Maryland, Illinois and Ohio. These
cases generally seek unspecified damages for asbestos-related
diseases based on alleged exposures to asbestos-containing
products previously manufactured by our subsidiaries or others.
As of November 30, 2008, our subsidiaries had a total of
10,048 active asbestos cases compared to a total of 11,117 cases
as of November 30, 2007. For the quarter ended
November 30, 2008, our subsidiaries secured dismissals
and/or
settlements of 1,824 cases and made total payments of
$16.4 million, which included defense-related payments of
$6.1 million. For the comparable period ended
November 30, 2007, dismissals
and/or
settlements covered 292 cases and total payments were
$26.1 million, which included defense-related payments of
$13.8 million. For the six months ended November 30,
2008, our subsidiaries secured dismissals
and/or
settlements of 2,025 cases and made total payments of
$32.4 million, which included defense-related payments of
$12.8 million. For the comparable period ended
November 30, 2007, dismissals
and/or
settlements covered 657 cases and total payments were
$48.9 million, which included defense-related payments of
$22.6 million.
Of the 1,824 cases that were dismissed in the quarter ended
November 30, 2008, 1,420 were non-malignancies or unknown
disease cases that had been maintained on an inactive docket in
Ohio and were administratively dismissed by the Cuyahoga County
Court of Common Pleas. These claims were dismissed without
prejudice and may be re-filed should the claimants involved be
able to demonstrate disease in accordance with medical criteria
laws established in the state of Ohio.
During the prior fiscal year, our subsidiaries incurred higher
year-over-year, defense-related payments as a result of
implementing various changes to our management and defense of
asbestos claims, including a transition to a new claims intake
and database service provider. To facilitate that transition and
other related changes, we incurred duplicate defense-related
payments approximating $3.0 million during last years
second fiscal quarter. The transition was completed during the
quarter ended February 29, 2008.
Excluding defense-related payments, the average payment made to
settle or dismiss a case approximated $6,000 and $42,000 for
each of the quarters ended November 30, 2008 and 2007,
respectively. As discussed above, there were approximately 1,420
non-malignancies or unknown disease cases that were
administratively dismissed during the current fiscal quarter.
Excluding those dismissed cases, the average payment made to
settle or dismiss a case approximated $25,000 for the quarter
ended November 30, 2008. The amount and timing of
dismissals and settlements can fluctuate significantly from
period to period, resulting in volatility in the average cost to
resolve a case in any given quarter or year. In addition, in
some jurisdictions, cases may involve more than one individual
claimant. As a result, settlement or dismissal payments made on
a per case basis are not necessarily reflective of the payment
amounts on a per claimant basis. For example, the amount paid to
settle or dismiss a case can vary widely depending on a variety
of factors, including the mix of malignancy and non-malignancy
claimants, and the amount of defense expenditures incurred
during the period.
For additional information on our asbestos litigation, including
a discussion of our asbestos related loss contingencies and a
discussion of certain of our subsidiaries complaint against
certain third-party insurers, see Note F of the Notes to
Consolidated Financial Statements.
34
EIFS
Litigation
As of November 30, 2008, Dryvit, one of our wholly owned
subsidiaries, was a defendant or co-defendant in various single
family residential exterior insulated finish systems
(EIFS) cases, the majority of which are pending in
the southeastern region of the country. Dryvit is also defending
EIFS lawsuits involving commercial structures, townhouses and
condominiums. The vast majority of Dryvits EIFS lawsuits
seek monetary relief for water intrusion related property
damages, although some claims in certain lawsuits allege
personal injuries from exposure to mold.
Third party excess insurers have historically paid varying
shares of Dryvits defense and settlement costs in the
individual commercial and residential EIFS lawsuits under
various cost-sharing agreements. Dryvit has assumed a greater
share of the costs associated with its EIFS litigation as it
seeks funding commitments from our third party excess insurers
and will likely continue to do so pending the outcome of
coverage litigation involving these same third party insurers.
In accordance with a Court order, the parties filed dispositive
motions on certain of the coverage issues. Oral argument on
these motions was completed on September 2, 2008. The
parties currently await a ruling on their respective summary
judgment motions, after which they will participate in a
court-ordered and agreed mediation. Discovery is stayed in the
meantime. A trial date has not yet been scheduled. If mediation
is not successful, the parties will resume discovery and a trial
date will be scheduled.
Environmental
Proceedings
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 state
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,
however, has not been material and we believe that these
environmental proceedings will not have a material adverse
effect on our consolidated financial condition or results of
operations. See Item 2. Managements Discussion
and Analysis of Financial Condition and Results of
Operations Other Matters, in Part I of
this Quarterly Report on
Form 10-Q.
In October 2008, the Commonwealth of Massachusetts, acting
through its Attorney General and Department of Environmental
Protection, entered into a Settlement Agreement (the
Settlement Agreement) with Mantrose-Haeuser Co.,
Inc. (Mantrose) and Zinsser Co., Inc.
(Zinsser), concerning alleged violations by Mantrose
and Zinsser (as successor to Mantrose) of certain environmental
laws and regulations, including the Massachusetts Hazardous
Waste Management Act, the Massachusetts Clean Waters Act, the
Massachusetts Toxics Use Reduction Act, and the Massachusetts
Oil and Hazardous Material Release Prevention and Response Act
(collectively, the Massachusetts Environmental
Laws), at Zinssers facility in Attleboro,
Massachusetts (the Attleboro Facility). In response,
in part, to the alleged violations, Zinsser has elected to
withdraw from manufacturing at the Attleboro Facility certain of
its products. Further, pursuant to the Settlement Agreement,
Zinsser has agreed to pay a cash penalty of $2.0 million to
the Commonwealth of Massachusetts, and has agreed to certain
stipulated penalties in the event it violates the terms of the
Settlement Agreement. Zinsser also agreed to take certain
actions with respect to the Attleboro Facility, including
complying with the Massachusetts Environmental Laws, developing
and submitting updated air and water permit applications and
making certain improvements at the Attleboro Facility relating
to those applications, developing and implementing an
environmental management system, and conducting an environmental
compliance audit. Furthermore, Zinsser agreed to fund two
supplemental environmental projects for the City of Attleboro,
including providing $150,000 to the Northeast States for
Coordinated Air Use Management for the installation of auxiliary
power units on certain diesel-powered locomotives to help reduce
particulate emissions in and around the City of Attleboro, and
providing $150,000 for various waterfront improvements for the
City of Attleboro. Zinsser has also separately agreed to donate
certain parcels of the Attleboro Facility to the City of
Attleboro, the terms of which donation are not set forth in the
Settlement Agreement.
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, 2008.
35
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ITEM 2.
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UNREGISTERED
SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
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(c) The following table presents information about
repurchases of common stock we made during the second quarter of
fiscal 2009:
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|
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|
|
|
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Maximum
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|
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Total Number
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Number of
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of Shares
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Shares that
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Purchased as
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May Yet be
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Part of Publicly
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Purchased
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Total Number
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|
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Announced
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Under the
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of Shares
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Average Price
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Plans or
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Plans or
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Period
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Purchased(1)
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Paid per Share
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Programs
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Programs(2)
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September 1, 2008 through September 30, 2008
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105,400
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$
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20.35
|
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105,400
|
|
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October 1, 2008 through October 30, 2008
|
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1,133,697
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$
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16.27
|
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1,040,724
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November 1, 2008 through November 30, 2008
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457
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$
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14.28
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Total-Second Quarter
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1,239,554
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$
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16.62
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1,146,124
|
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(1) |
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A total of 93,430 shares of common stock reported as
purchased are attributable to shares of common stock that were
disposed of back to us in satisfaction of tax obligations
related to the vesting of restricted stocks which were granted
under RPM International Inc.s 2004 Omnibus Equity Plan,
the 2003 Restricted Stock Plan for Directors, the 1997
Restricted Stock Plan and the 2007 Restricted Stock Plan. The
remaining 1,146,124 shares of common stock reported as
purchased are attributable to our stock repurchase program. |
|
(2) |
|
Refer to Note K of the Notes to Consolidated Financial
Statements for further information regarding our stock
repurchase program. |
|
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ITEM 4.
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SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
|
The Company previously disclosed the results of the matters
voted upon at its Annual Meeting of Stockholders held on
October 10, 2008 (the Annual Meeting) in a
Current Report on
Form 8-K
filed on October 16, 2008. For the results of the voting at
the Annual Meeting, please see the Companys
October 16, 2008
Form 8-K.
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Exhibit
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Number
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Description
|
|
|
3
|
.1
|
|
Amended and Restated By-Laws of RPM International Inc., which
are incorporated by reference to Exhibit 3.1 to the
Companys Current Report on
Form 8-K,
as filed with the Securities and Exchange Commission on
October 17, 2008 (File
No. 001-14187).
|
|
10
|
.1
|
|
Form of Performance-Earned Restricted Stock (PERS) and Escrow
Agreement.(x)
|
|
10
|
.2
|
|
Form of Stock Appreciation Rights Agreement.(x)
|
|
10
|
.3
|
|
Separation Agreement and General Release by and between the
Company and Mr. Ernest Thomas, dated as of October 31,
2008.(x)
|
|
31
|
.1
|
|
Rule 13a-14(a)
Certification of the Companys Chief Executive Officer.(x)
|
|
31
|
.2
|
|
Rule 13a-14(a)
Certification of the Companys Chief Financial Officer.(x)
|
|
32
|
.1
|
|
Section 1350 Certification of the Companys Chief
Executive Officer.(x)
|
|
32
|
.2
|
|
Section 1350 Certification of the Companys Chief
Financial Officer.(x)
|
36
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 International Inc.
|
|
|
|
By:
|
/s/ Frank
C. Sullivan
|
Frank C. Sullivan
President and Chief Executive Officer
|
|
|
|
By:
|
/s/ P.
Kelly Tompkins
|
P. Kelly Tompkins
Executive Vice President Administration and
Chief Financial Officer
Dated: January 8, 2009
37