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8-K - 8-K - RPM INTERNATIONAL INC/DE/d52189d8k.htm
EX-99.2 - EX-99.2 - RPM INTERNATIONAL INC/DE/d52189dex992.htm

Exhibit 99.1

RPM REPORTS FISCAL 2016 FIRST-QUARTER RESULTS

 

    Sales increase 3%; negatively impacted by currency translation and weather

 

    Net income and diluted earnings per share up slightly over prior-year results

 

    FX has significant negative impact on EPS

 

    Third reportable business segment added

 

    Full-year EPS guidance reduced to $2.50 per share

Medina, Ohio – October 7, 2015 – RPM International Inc. (NYSE: RPM) today said that the continuing strength of the U.S. dollar against most foreign currencies, coupled with rainy weather in North America, dampened performance for the fiscal 2016 first quarter ended August 31, 2015. Unseasonably wet weather during June and early July had a particularly negative impact on the company’s consumer segment. The company anticipates a return to solid growth in the consumer segment for the balance of the year. Additionally, during the first quarter of fiscal 2016, the combination of translational and transactional foreign exchange reduced earnings per diluted share by $0.08. Of note, in local currencies RPM grew at double-digit rates in nearly every region of the world.

First-Quarter Results

Fiscal 2016 first-quarter net sales of $1.24 billion increased 3.2% over the $1.20 billion reported a year ago. RPM’s consolidated earnings before interest and taxes (EBIT) declined 1.9% to $160.6 million from $163.7 million reported in the fiscal 2015 first quarter. First-quarter net income was up 0.7% to $99.8 million from $99.1 million in the year-ago period, and diluted earnings per share of $0.74 were up 1.4% from $0.73 in the fiscal 2015 first quarter.

Third Reportable Business Segment Added

As disclosed in the company’s annual report on form 10-K for the year ended May 31, 2015, during July 2015, RPM’s board of directors approved the realignment of certain businesses and management structure to recognize how the company allocates resources and analyzes the operating performance of its operating segments. During August 2015, RPM made the determination to combine the former RPM2 industrial operating segment and the former SPHC operating segment into a single operating segment, called the “Specialty Products Group.” These businesses are characterized by having leading positions in niche markets that typically do not compete with RPM’s traditional peers and operate in a multitude of industries including, but not limited to fluorescent pigments, fire and water damage restoration equipment, specialty OEM coatings, and edible coatings for food and pharmaceutical uses. These changes have resulted in the creation of a third reportable segment referred to as the specialty segment. At the end of the first quarter of fiscal 2016, the consumer segment represented 32% of consolidated RPM sales, with specialty at 15% and industrial at 53%.

First-Quarter Segment Sales and Earnings

RPM’s consumer segment reported an 8.0% decrease in sales to $395.6 million from $430.0 million in the fiscal 2015 first quarter. Organic sales declined 5.4%, while acquisition growth contributed 0.4%. Foreign currency translation reduced sales by 3.0%. Consumer segment EBIT declined 13.8% to $66.1 million from $76.7 million in the fiscal 2015 first quarter.


RPM Reports Fiscal 2016 First-Quarter Results

October 7, 2015

Page 2 of 4

 

“With the tepid results of the first quarter behind us, principally weather related, the underlying economic fundamentals of our consumer businesses remain strong in the U.S. We expect to gain market share in various categories as the year progresses and believe the weather-related consumer sales shortfall in the first quarter will be picked up in future quarters this year,” stated Sullivan.

The company’s industrial segment net sales declined 4.5%, to $663.3 million from $694.3 million reported a year ago, with 3.7% in organic growth, while acquisitions added 0.6%. Foreign currency translation reduced sales by 8.8%. Industrial segment EBIT declined 4.4% to $84.3 million from $88.1 million in the fiscal 2015 first quarter.

“Industrial segment results during the quarter were mixed. Our U.S.-based industrial companies, excluding those with sales into the energy sector, enjoyed mid- single-digit growth, driven by continuing growth in businesses serving the commercial construction market. Industrial businesses in Europe, our second largest marketplace, had a sales decline of 12.9%, but increased 3.3% in constant dollars. The comparison in Brazil is even more extreme, where sales were down nearly 21%, but were up nearly 16% in constant dollars,” stated Sullivan.

RPM’s new specialty segment had sales growth of 130.7%, to $183.6 million from $79.6 million in the fiscal 2015 first quarter. Organic growth contributed 0.6%, while acquisition growth contributed 141.7%, primarily due to the reconsolidation of SPHC subsidiaries. Foreign currency translation was a negative 11.6%. Specialty segment EBIT was up 64.7% to $28.0 million from $17.0 million in the fiscal 2015 first quarter.

“Excluding acquisitions, sales in the specialty segment were down 11%, principally due to the weakening of the Euro versus the U.S. dollar, but sales in constant dollars were fairly flat,” stated Sullivan. “We are excited to begin our new fiscal year with the reconsolidated SPHC entrepreneurial companies contributing to a full year of RPM sales and earnings, and benefiting from greater access to capital for expansion or acquisitions,” Sullivan stated.

Cash Flow and Financial Position

During the fiscal 2016 first quarter, cash from operations was $6.6 million compared to a negative $125.2 million a year ago. Capital expenditures were $12.0 million in the quarter, compared to $12.1 million in the year-ago period. Depreciation was $16.8 million during the first quarter of fiscal 2015, compared to $15.0 million for the same period last year.

Total debt at August 31, 2015 of $1.73 billion compares to $1.66 billion at May 31, 2015 and $1.5 billion at the end of last year’s first quarter. Net (of cash) debt-to-total capital was 54.7%, versus 46.6% at the end of last year’s first quarter and 53.4% at the end of the prior fiscal year. Liquidity, including cash, was $882.2 million, compared to $892.7 million a year ago and $963.8 million at May 31, 2015.

“RPM continues to have a strong cash and liquidity position, which will enable us to keep funding a growing cash dividend, new product innovation and our acquisition program,” Sullivan stated.

Business Outlook

“For the industrial segment, representing RPM’s largest international exposure, sales are expected to increase in the low-single-digits, as most of its organic growth will be offset by negative foreign currency translation. Although consumer segment sales were down for the quarter, we believe the sales shortfall will be picked up over the next three quarters, and expect sales to grow 5% to 7% for the balance of fiscal 2016. Specialty segment sales, excluding acquisitions, are expected to grow in the low-to-mid–single-digits in local currencies, all of which will be offset by negative currency translation.


RPM Reports Fiscal 2016 First-Quarter Results

October 7, 2015

Page 3 of 4

 

Our full-year diluted earnings per share guidance is now $2.50, which reflects the poor weather-driven first-quarter results in the consumer segment, along with continuing negative foreign currency issues,” Sullivan stated. “When you factor out the noise created by the strong U.S. dollar, our great entrepreneurial businesses are competing and winning with solid growth in constant dollars in every region of the world,” stated Sullivan.

Webcast and Conference Call Information

Management will host a conference call to discuss these results beginning at 10:00 a.m. EDT today. The call can be accessed by dialing 888-771-4371 or 847-585-4405 for international callers. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be available from approximately 12:30 p.m. EDT today until 11:59 p.m. EDT on October 14, 2015. The replay can be accessed by dialing 888-843-7419 or 630-652-3042 for international callers. The access code is 38349288. The call also will be available both live and for replay, and as a written transcript, via the RPM web site at www.RPMinc.com.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services across three segments. RPM’s industrial products include roofing systems, sealants, corrosion control coatings, flooring coatings and other construction chemicals. Industrial companies include Stonhard, Tremco, illbruck, Carboline, Flowcrete, and Euclid Chemical. RPM’s consumer products are used by professionals and do-it-yourselfers for home maintenance and improvement and by hobbyists. Consumer brands include Rust-Oleum, DAP, Zinsser, Varathane and Testors. RPM’s specialty products include industrial cleaners, colorants, exterior finishes, specialty OEM coatings, edible coatings, restoration services equipment and specialty glazes for the pharmaceutical and food industries. Specialty segment companies include Day-Glo, Dryvit, RPM Wood Finishes, Mantrose-Haeuser, RPM Belgium, Legend Brands, Kop-Coat, and TCI. Additional details can be found at www.RPMinc.com and by following RPM on Twitter at www.twitter.com/RPMintl.

For more information, contact Barry M. Slifstein, vice president – investor relations, at 330-273-5090 or bslifstein@rpminc.com.

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us, and are subject to uncertainties and factors (including those specified below) which are difficult to predict and, in many instances, are beyond our control. As a result, our actual results could differ materially from those expressed in or implied by any such forward-looking statements. These uncertainties and factors include (a) global markets and general economic conditions, including uncertainties surrounding the volatility in financial markets, the availability of capital and the effect of changes in interest rates, and the viability of banks and other financial institutions; (b) the prices, supply and capacity of raw materials, including assorted pigments, resins, solvents and other natural gas- and oil-based materials; packaging, including plastic containers; and transportation services, including fuel surcharges; (c) continued growth in demand for our products; (d) legal, environmental and litigation risks inherent in our construction and chemicals businesses and risks related to the adequacy of our insurance coverage for such matters; (e) the effect of changes in interest rates; (f) the effect of fluctuations in currency exchange rates upon our foreign operations; (g) the effect of non-currency risks of investing in and conducting operations in foreign countries, including those relating to domestic and international political, social, economic and regulatory factors; (h) risks and uncertainties associated with our


RPM Reports Fiscal 2016 First-Quarter Results

October 7, 2015

Page 4 of 4

 

ongoing acquisition and divestiture activities; (i) risks related to the adequacy of our contingent liability reserves; and (j) 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, 2015, 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 date of this release.

# # #


CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

 

     Three Months Ended  
     August 31,  
     2015     2014  

Net Sales

   $ 1,242,526      $ 1,203,896   

Cost of sales

     709,568        695,503   
  

 

 

   

 

 

 

Gross profit

     532,958        508,393   

Selling, general & administrative expenses

     372,854        346,525   

Interest expense

     22,460        19,415   

Investment (income), net

     (4,068     (3,803

Other (income), net

     (489     (1,822
  

 

 

   

 

 

 

Income before income taxes

     142,201        148,078   

Provision for income taxes

     41,839        43,239   
  

 

 

   

 

 

 

Net income

     100,362        104,839   

Less: Net income attributable to noncontrolling interests

     547        5,760   
  

 

 

   

 

 

 

Net income attributable to RPM International Inc. Stockholders

   $ 99,815      $ 99,079   
  

 

 

   

 

 

 

Earnings per share of common stock attributable to RPM International Inc. Stockholders:

    

Basic

   $ 0.76      $ 0.74   
  

 

 

   

 

 

 

Diluted

   $ 0.74      $ 0.73   
  

 

 

   

 

 

 

Average shares of common stock outstanding - basic

     130,045        130,094   
  

 

 

   

 

 

 

Average shares of common stock outstanding - diluted

     137,307        135,032   
  

 

 

   

 

 

 

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

 

     Three Months Ended
August 31,
 
     2015     2014 (a)  

Net Sales:

    

Industrial Segment

   $ 663,329      $ 694,284   

Specialty Segment

     183,640        79,602   

Consumer Segment

     395,557        430,010   
  

 

 

   

 

 

 

Total

   $ 1,242,526      $ 1,203,896   
  

 

 

   

 

 

 

Income Before Income Taxes (a):

    

Industrial Segment

    

Income Before Income Taxes (b)

   $ 82,751      $ 85,423   

Interest (Expense), Net (c)

     (1,499     (2,671
  

 

 

   

 

 

 

EBIT (d)

   $ 84,250      $ 88,094   
  

 

 

   

 

 

 

Specialty Segment

    

Income Before Income Taxes (b)

   $ 28,206      $ 17,041   

Interest (Expense), Net (c)

     196        38   
  

 

 

   

 

 

 

EBIT (d)

   $ 28,010      $ 17,003   
  

 

 

   

 

 

 

Consumer Segment

    

Income Before Income Taxes (b)

   $ 66,123      $ 76,669   

Interest (Expense), Net (c)

     58        (8
  

 

 

   

 

 

 

EBIT (d)

   $ 66,065      $ 76,677   
  

 

 

   

 

 

 

Corporate/Other

    

(Expense) Before Income Taxes (b)

   $ (34,879   $ (31,055

Interest (Expense), Net (c)

     (17,147     (12,971
  

 

 

   

 

 

 

EBIT (d)

   $ (17,732   $ (18,084
  

 

 

   

 

 

 

Consolidated

    

Income Before Income Taxes (b)

   $ 142,201      $ 148,078   

Interest (Expense), Net (c)

     (18,392     (15,612
  

 

 

   

 

 

 

EBIT (d)

   $ 160,593      $ 163,690   
  

 

 

   

 

 

 

 

(a) Prior period information has been recast to reflect the current period change in reportable segments.
(b) The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles in the United States (GAAP), to EBIT.
(c) Interest (expense), net includes the combination of interest (expense) and investment income/(expense), net.
(d) EBIT is defined as earnings (loss) before interest and taxes. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest expense is essentially related to acquisitions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest 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.


CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

 

     August 31, 2015     August 31, 2014     May 31, 2015  

Assets

      

Current Assets

      

Cash and cash equivalents

   $ 169,458      $ 225,025      $ 174,711   

Trade accounts receivable

     951,245        976,084        980,737   

Allowance for doubtful accounts

     (25,032     (29,197     (24,526
  

 

 

   

 

 

   

 

 

 

Net trade accounts receivable

     926,213        946,887        956,211   

Inventories

     718,969        628,463        674,205   

Deferred income taxes

     33,203        22,251        29,892   

Prepaid expenses and other current assets

     277,664        216,848        264,827   
  

 

 

   

 

 

   

 

 

 

Total current assets

     2,125,507        2,039,474        2,099,846   
  

 

 

   

 

 

   

 

 

 

Property, Plant and Equipment, at Cost

     1,259,536        1,193,599        1,258,304   

Allowance for depreciation

     (679,178     (664,064     (668,658
  

 

 

   

 

 

   

 

 

 

Property, plant and equipment, net

     580,358        529,535        589,646   
  

 

 

   

 

 

   

 

 

 

Other Assets

      

Goodwill

     1,202,311        1,152,318        1,215,688   

Other intangible assets, net of amortization

     592,322        460,579        604,130   

Deferred income taxes, non-current

     6,904        7,882        5,685   

Other

     154,005        156,934        179,245   
  

 

 

   

 

 

   

 

 

 

Total other assets

     1,955,542        1,777,713        2,004,748   
  

 

 

   

 

 

   

 

 

 

Total Assets

   $ 4,661,407      $ 4,346,722      $ 4,694,240   
  

 

 

   

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

      

Current Liabilities

      

Accounts payable

   $ 442,606      $ 408,961      $ 512,165   

Current portion of long-term debt

     1,578        1,677        2,038   

Accrued compensation and benefits

     102,272        102,335        169,370   

Accrued losses

     20,504        19,016        22,016   

Other accrued liabilities

     245,856        223,012        197,647   
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     812,816        755,001        903,236   
  

 

 

   

 

 

   

 

 

 

Long-Term Liabilities

      

Long-term debt, less current maturities

     1,730,613        1,476,349        1,654,037   

Other long-term liabilities

     737,819        428,576        752,821   

Deferred income taxes

     83,137        52,428        90,681   
  

 

 

   

 

 

   

 

 

 

Total long-term liabilities

     2,551,569        1,957,353        2,497,539   
  

 

 

   

 

 

   

 

 

 

Total liabilities

     3,364,385        2,712,354        3,400,775   
  

 

 

   

 

 

   

 

 

 

Commitments and contingencies

      

Stockholders’ Equity

      

Preferred stock; none issued

      

Common stock (outstanding 133,146; 133,511; 133,203)

     1,331        1,335        1,332   

Paid-in capital

     878,835        796,041        872,127   

Treasury stock, at cost

     (160,276     (90,095     (124,928

Accumulated other comprehensive (loss)

     (427,665     (171,829     (394,135

Retained earnings

     1,002,177        900,782        936,996   
  

 

 

   

 

 

   

 

 

 

Total RPM International Inc. stockholders’ equity

     1,294,402        1,436,234        1,291,392   

Noncontrolling interest

     2,620        198,134        2,073   
  

 

 

   

 

 

   

 

 

 

Total equity

     1,297,022        1,634,368        1,293,465   
  

 

 

   

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 4,661,407      $ 4,346,722      $ 4,694,240   
  

 

 

   

 

 

   

 

 

 


CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

 

     Three Months Ended  
     August 31,  
     2015     2014  

Cash Flows From Operating Activities:

    

Net income

   $ 100,362      $ 104,839   

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

    

Depreciation

     16,775        15,048   

Amortization

     11,092        8,246   

Deferred income taxes

     (8,207     1,984   

Stock-based compensation expense

     6,707        5,700   

Other

     2,093        (605

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

    

Decrease (increase) in receivables

     19,112        (72,292

(Increase) in inventory

     (52,082     (17,338

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

     186        (2,307

(Decrease) in accounts payable

     (65,285     (115,686

(Decrease) in accrued compensation and benefits

     (65,704     (70,880

(Decrease) in accrued losses

     (1,466     (8,311

Increase in other accrued liabilities

     35,868        29,911   

Other

     7,144        (3,542
  

 

 

   

 

 

 

Cash Provided By (Used For) Operating Activities

     6,595        (125,233
  

 

 

   

 

 

 

Cash Flows From Investing Activities:

    

Capital expenditures

     (12,035     (12,050

Acquisition of businesses, net of cash acquired

     (5,120     (33,472

Purchase of marketable securities

     (4,775     (5,034

Proceeds from sales of marketable securities

     8,843        7,512   

Other

     2,750        (319
  

 

 

   

 

 

 

Cash (Used For) Investing Activities

     (10,337     (43,363
  

 

 

   

 

 

 

Cash Flows From Financing Activities:

    

Additions to long-term and short-term debt

     94,516        131,907   

Reductions of long-term and short-term debt

     (18,401     (5,468

Cash dividends

     (34,634     (31,987

Shares of common stock repurchased and returned for taxes

     (35,348     (4,695

Payments of acquisition-related contingent consideration

     (1,585     (24,750

Other

     267        244   
  

 

 

   

 

 

 

Cash Provided By Financing Activities

     4,815        65,251   
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     (6,326     (4,498
  

 

 

   

 

 

 

Net Change in Cash and Cash Equivalents

     (5,253     (107,843

Cash and Cash Equivalents at Beginning of Period

     174,711        332,868   
  

 

 

   

 

 

 

Cash and Cash Equivalents at End of Period

   $ 169,458      $ 225,025