RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2023-07-26 2023-07-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) July 26, 2023

 

 

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-14187   02-0642224
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

 

2628 Pearl Road, P.O. Box 777, Medina, Ohio   44258
(Address of principal executive offices)   (Zip Code)

Registrant’s telephone number, including area code: (330) 273-5090

 

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange on
which registered

Common Stock, par value $0.01   RPM   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On July 26, 2023, the Company issued a press release announcing its year-end results for fiscal 2023, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01

Exhibits.

 

Exhibit Number

  

Description

99.1    Press Release of the Company, dated July 26, 2023, announcing the Company’s year-end results.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

 


SIGNATURE

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 hereunto duly authorized.

 

      RPM International Inc.
      (Registrant)
Date July 26, 2023    
     

/s/ Edward W. Moore

     

Edward W. Moore

Senior Vice President, General Counsel and

Chief Compliance Officer

Exhibit 99.1

 

LOGO

RPM Reports Record Fiscal 2023 Fourth-Quarter and Full-Year Results

 

   

Record fourth-quarter net sales of $2.02 billion increased 1.6% over prior year

 

   

Fourth-quarter net income was $151.4 million, diluted EPS was $1.18, and EBIT was $236.4 million

 

   

Fourth-quarter adjusted diluted EPS was $1.36 and adjusted EBIT increased 1.5% to a record $267.8 million

 

   

Record fourth-quarter cash provided by operating activities of $314.1 million

 

   

Record fiscal 2023 net sales of $7.26 billion increased 8.2% over prior year

 

   

Fiscal 2023 net income was $478.7 million, diluted EPS was $3.72, and EBIT was a record $758.6 million

 

   

Fiscal 2023 adjusted diluted EPS was a record $4.30 and adjusted EBIT increased 18.8% to a record $841.6 million

 

   

Fiscal 2024 first-quarter outlook calls for sales growth of low-single digits and adjusted EBIT growth of high-single digits

 

   

Fiscal full-year 2024 outlook calls for sales growth of mid-single digits and adjusted EBIT growth of low-double-digits to mid-teens

MEDINA, OH – July 26, 2023 – RPM International Inc. (NYSE: RPM), a world leader in specialty coatings, sealants and building materials, today reported financial results for its fiscal 2023 fourth quarter and year ended May 31, 2023.

“RPM generated a sixth consecutive quarter of record sales and adjusted EBIT. While prioritizing cash flow over profitability, we were still able to achieve adjusted EBIT growth primarily through our MAP 2025 initiatives. Our progress on inventory normalization initiatives drove a fourth-quarter record $314 million of cash flow from operations and allowed us to reduce debt by nearly $140 million. These impressive results were due to the hard work, collaboration and agility of our associates, which allowed us to capture growth opportunities and leverage MAP 2025 initiatives to operate more efficiently,” said Frank C. Sullivan, RPM Chairman and CEO.

Sullivan continued, “As challenging conditions impacted certain end markets, our nimbleness and balanced business model enabled our growth. Several businesses benefited from their pivot to selling engineered solutions into infrastructure and reshoring-related capital projects, and our strategic focus on maintenance and repair provided resilience in construction end markets. Our operational flexibility, which is a product of MAP 2025 initiatives and our entrepreneurial culture, allowed us to quickly meet a seasonal demand increase at the end of the quarter.”


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 2

 

Fourth-Quarter 2023 Consolidated Results

Consolidated

 

     Three Months Ended                
$ in 000s except per share data    May 31,      May 31,                
     2023      2022      $ Change      % Change  

Net Sales

   $  2,016,210      $ 1,983,890      $ 32,320        1.6

Net Income Attributable to RPM Stockholders

     151,360        199,005        (47,645      (23.9 %) 

Diluted Earnings Per Share (EPS)

     1.18        1.54        (0.36      (23.4 %) 

Income Before Income Taxes (IBT)

     206,639        221,677        (15,038      (6.8 %) 

Earnings Before Interest and Taxes (EBIT)

     236,431        251,652        (15,221      (6.0 %) 

Adjusted EBIT(1)

     267,787        263,724        4,063        1.5

Adjusted Diluted EPS(1)

     1.36        1.42        (0.06      (4.2 %) 

 

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details.

Three of the four segments achieved record fiscal 2023 fourth-quarter sales, which were driven by increased pricing in response to continued inflation, offset by lower volumes. Volumes grew in certain businesses that positioned themselves to benefit from increased maintenance and construction spending on infrastructure and reshoring capital projects. On a consolidated basis, volumes declined, due in large part to destocking. The volume declines were more pronounced in certain new commercial and residential construction sectors, as well as OEM markets. Customer take-away at retail stores was also negative during most of the quarter, which further compounded the volume declines caused by retailer destocking. However, demand increased late in the quarter with the arrival of warmer weather, and the Consumer Group was able to quickly respond because of process improvements put in place through MAP 2025.

Geographically, sales grew 1.4% in North America, declined 1.9% in Europe, and grew 9.3% in Latin America. Sales also grew 17.5% in Asia/Pacific and 7.9% in Africa and the Middle East, fueled by higher spending on infrastructure projects. Excluding the impact of foreign currency translation, all regions generated positive sales growth.

Sales included 2.6% organic growth and 0.4% growth from acquisitions net of divestitures, partially offset by foreign currency translation headwinds of 1.4%.

Record fiscal 2023 fourth-quarter adjusted EBIT was driven by sales growth, benefits from MAP 2025 initiatives and Consumer Group margin recovery toward historical averages. These were partially offset by unfavorable fixed-cost leverage due to lower volumes and internal inventory normalization initiatives, unfavorable foreign currency translation and continued cost inflation. During the fourth quarter, we took additional actions to reduce costs in certain businesses where volumes were declining.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 3

 

Fourth-Quarter 2023 Segment Sales and Earnings

Construction Products Group

 

     Three Months Ended                
$ in 000s    May 31,      May 31,                
     2023      2022      $ Change      % Change  

Net Sales

   $ 748,047      $ 745,908      $ 2,139        0.3

Income Before Income Taxes

     116,847        120,286        (3,439      (2.9 %) 

EBIT

     117,284        121,705        (4,421      (3.6 %) 

Adjusted EBIT(1)

     124,464        122,414        2,050        1.7

 

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details.

CPG achieved record fourth-quarter sales despite challenging comparisons to the prior year when sales grew 18.5%. Revenue growth was driven by price increases and strength in concrete admixtures and repair products, which experienced increased demand from capital spending on infrastructure and reshoring-related projects. Restoration systems for roofing, facades and parking structures also grew and benefited from a strategic focus on repair and maintenance and its differentiated service model. Offsetting this growth, demand was weak in new residential and certain commercial construction markets, which was accentuated by customer destocking.

Sales included 0.8% organic growth and 1.0% growth from acquisitions, partially offset by foreign currency translation headwinds of 1.5%.

Record fourth-quarter adjusted EBIT was driven by price increases and MAP 2025 initiatives. Adjusted EBIT was negatively impacted by reduced fixed-cost leverage at plants from lower volumes and internal initiatives to normalize inventories that resulted in reduced production. CPG took actions to reduce its cost structure during the fourth quarter of fiscal 2023.

Performance Coatings Group

 

     Three Months Ended                
$ in 000s    May 31,      May 31,                
     2023      2022      $ Change      % Change  

Net Sales

   $ 358,355      $ 329,392      $ 28,963        8.8

Income Before Income Taxes

     49,861        41,219        8,642        21.0

EBIT

     49,342        41,051        8,291        20.2

Adjusted EBIT(1)

     51,748        42,585        9,163        21.5

 

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details.

PCG generated record fourth-quarter sales driven by volume growth in businesses that serve infrastructure and reshoring capital projects with engineered solutions, including fiberglass grating, protective coatings and flooring systems. Increased pricing and stronger demand from energy-related capital projects also contributed to growth.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 4

 

Sales included 10.4% organic growth and 0.9% from acquisitions, partially offset by foreign currency translation headwinds of 2.5%.

Record fourth-quarter adjusted EBIT was driven by strong sales growth and MAP 2025 benefits. The adjusted EBIT growth was achieved on top of strong results in the prior-year period when adjusted EBIT grew 37.3%.

Specialty Products Group

 

     Three Months Ended                
$ in 000s    May 31,      May 31,                
     2023      2022      $ Change      % Change  

Net Sales

   $ 193,420      $ 225,766      $ (32,346      (14.3 %) 

Income Before Income Taxes

     8,481        50,909        (42,428      (83.3 %) 

EBIT

     8,436        50,913        (42,477      (83.4 %) 

Adjusted EBIT(1)

     16,314        44,194        (27,880      (63.1 %) 

 

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details.

SPG’s fourth-quarter sales decline was driven by lower volumes at businesses supplying OEM markets, including windows, doors, furniture, cabinets and RVs, where many customers were destocking. SPG faced challenging comparisons to the fiscal fourth quarter 2022 when the disaster restoration business had strong sales as it made significant progress resolving supply chain issues related to microchip shortages, and from the divestiture of the non-core furniture warranty business in the third quarter of fiscal 2023.

Sales included a 12.0% organic decline, a 1.8% reduction from divestitures net of acquisitions, and foreign currency translation headwinds of 0.5%.

Adjusted EBIT was negatively impacted by the sales decline, product mix, a $3.4 million expense related to the resolution of a legal matter, and unfavorable fixed-cost leverage at plants due to reduced volumes and inventory normalization initiatives that resulted in lower production. SPG was disproportionately impacted by RPM’s inventory normalization initiatives since this segment has the highest concentration of intercompany sales. SPG took actions to reduce its cost structure during the fourth quarter of fiscal 2023.

Consumer Group

 

     Three Months Ended                
$ in 000s    May 31,      May 31,                
     2023      2022      $ Change      % Change  

Net Sales

   $ 716,388      $ 682,824      $ 33,564        4.9

Income Before Income Taxes

     99,449        79,172        20,277        25.6

EBIT

     102,866        79,117        23,749        30.0

Adjusted EBIT(1)

     104,651        80,272        24,379        30.4

 

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See table below titled Supplemental Segment Information for details.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 5

 

The Consumer Group’s record fourth-quarter sales were driven by selling price increases in response to continued cost inflation. Volumes declined due to a slowdown in consumer takeaway at retail and customer destocking. However, MAP 2025 process improvements aided in quickly meeting demand following a seasonal increase in consumer takeaway at the end of the quarter. Share gains also helped limit the volume decline.

Sales included 5.6% organic growth and 0.3% growth from acquisitions, partially offset by foreign currency translation headwinds of 1.0%.

Fourth-quarter adjusted EBIT was driven by MAP 2025 benefits and sales increases, resulting in margins approaching historical averages following supply chain disruptions in the prior-year period.

Fiscal Year 2023 Consolidated Results

Consolidated

 

     Year Ended                
$ in 000s except per share data    May 31,      May 31,                
     2023      2022      $ Change      % Change  

Net Sales

   $  7,256,414      $ 6,707,728      $ 548,686        8.2

Net Income Attributable to RPM Stockholders

     478,691        491,481        (12,790      (2.6 %) 

Diluted Earnings Per Share (EPS)

     3.72        3.79        (0.07      (1.8 %) 

Income Before Income Taxes (IBT)

     649,382        606,799        42,583        7.0

Earnings Before Interest and Taxes (EBIT)

     758,649        702,322        56,327        8.0

Adjusted EBIT(1)

     841,632        708,437        133,195        18.8

Adjusted Diluted EPS(1)

     4.30        3.66        0.64        17.5

 

(1)

Excludes certain items that are not indicative of RPM’s ongoing operations. See tables below titled Supplemental Segment Information and Reconciliation of Reported to Adjusted Amounts for details.

All four segments generated record sales results driven by increased pricing in response to inflation, strong demand for engineered solutions for infrastructure and reshoring capital projects, and improvements in supply chain conditions in the first half of the fiscal year. Partially offsetting this growth, volume was negatively impacted in the second half of the fiscal year by customer destocking, a slowdown in certain construction sectors and OEM demand, and reduced consumer takeaway at retailers.

Record adjusted EBIT was driven by sales growth and MAP 2025 initiatives. Partially offsetting this growth was unfavorable fixed-cost leverage at RPM facilities due to lower volumes and internal inventory normalization initiatives, as well as continued material cost inflation. Foreign currency translation headwinds also negatively impacted adjusted EBIT.

Cash Flow and Financial Position

During fiscal 2023:

 

   

Cash provided by operating activities was $577.1 million compared to $178.7 million during the prior-year period, driven primarily by improved working capital management, MAP 2025 working capital initiatives and operating margin expansion.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 6

 

   

Capital expenditures were $254.4 million compared to $222.4 million during the prior-year period, driven by organic growth opportunities and MAP 2025 efficiency programs.

 

   

The company returned $263.9 million to stockholders through cash dividends and share repurchases.

As of May 31, 2023:

 

   

Total debt was $2.68 billion compared to $2.69 billion a year ago.

 

   

Total debt was reduced by $138.8 million compared to February 28, 2023.

 

   

Inventories decreased by $77.1 million compared to May 31, 2022, and decreased by $205.8 million compared to February 28, 2023, driven by internal inventory normalization actions and MAP 2025 initiatives.

 

   

Total liquidity, including cash and committed revolving credit facilities, was $1.03 billion, compared to $1.31 billion a year ago. The liquidity decline was driven by increased revolver utilization associated with a bond maturity.

Business Outlook

“In the first quarter, we expect certain positive trends to continue, including increasing demand for our engineered solutions serving infrastructure and reshoring projects, and continued benefits from MAP 2025 initiatives. Additionally, several profitability headwinds are expected to moderate during the quarter including foreign currency translation, customer destocking, internal initiatives to normalize inventories and material cost inflation. These positive factors are expected to outweigh challenging market conditions in some businesses and result in a seventh consecutive quarter of record sales and adjusted EBIT, as well as improved cash flow from operations,” Sullivan added.

“Although demand trends remain volatile, we expect many of the positive first-quarter trends to continue throughout most of fiscal year 2024, and our growth will be aided by less challenging comparisons in the second half of the year. This, combined with our MAP 2025 initiatives, our focus on repair and maintenance, and our strategic balance between segments, is expected to result in another year of record revenue and profitability,” he concluded.

The company expects the following in the fiscal year 2024 first quarter:

 

   

Consolidated sales to increase in the low-single-digit percentage range compared to prior-year record results.

 

   

CPG sales to increase in the low-single-digit percentage range compared to prior-year record results.

 

   

PCG sales to increase in the mid-single-digit percentage range compared to prior-year record results.

 

   

SPG sales to decrease in the high-single-digit percentage range compared to prior-year record results.

 

   

Consumer Group sales to increase in the low-single-digit percentage range compared to prior-year record results.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 7

 

   

Consolidated adjusted EBIT to increase in the high-single-digit percentage range compared to prior-year record results.

The company expects the following in the full fiscal year 2024:

 

   

Modest economic growth.

 

   

MAP 2025 benefits in line with fiscal year 2024 run-rate target of $160 million.

 

   

Continued strength in infrastructure and reshoring-related capital spending.

 

   

Moderating headwinds from inflation, destocking and foreign currency translation.

 

   

Continuing uncertainty in commercial construction.

 

   

Consolidated sales to increase in the mid-single-digit percentage range compared to prior-year record results.

 

   

Consolidated adjusted EBIT to increase in the low-double-digit to mid-teen percentage range compared to prior-year record results, with stronger growth in the second half of the fiscal year, assuming that the economy does not enter a recession.

By segment, the company expects the following for full fiscal year 2024:

 

   

CPG to benefit from stabilization in residential construction, strength in concrete admixtures and repair products, and higher demand for restoration systems for roofing, facades and parking structures, with uncertainty in commercial construction.

 

   

PCG to benefit from continued strength in businesses that serve reshoring, infrastructure and energy capital projects with engineered solutions, even as it faces challenging comparisons.

 

   

SPG to generate improved results in the second half of fiscal year 2024 when the segment faces easier comparisons as it benefits from reduced destocking headwinds.

 

   

Consumer Group volumes to stabilize in the second half of the year along with a continued benefit from pricing, although at a lower level compared to the prior year.

On June 1, 2023, some international businesses, which generate approximately $100 million of annual revenue, that previously operated under the CPG segment began operating under the PCG segment. This change will be reflected beginning in fiscal 2024 first-quarter reporting, including recast prior-period results for comparison. The outlooks above do not incorporate this change in management reporting, and this change will have no impact on consolidated results.

Earnings 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 via webcast at www.RPMinc.com/Investors/Presentations-Webcasts or by dialing 1-877-270-2148 or 1-412-902-6510 for international callers and asking to join the RPM International call. 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.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 8

 

For those unable to listen to the live call, a replay will be available from July 26, 2023, until August 2, 2023. The replay can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 for international callers. The access code is 1483887. The call also will be available for replay and as a written transcript via the RPM website at www.RPMinc.com.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, DayGlo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces, to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company employs approximately 17,300 individuals worldwide. Visit www.RPMinc.com to learn more.

For more information, contact Matt Schlarb, Senior Director of Investor Relations, at 330-220-6064 or mschlarb@rpminc.com.

# # #

Use of Non-GAAP Financial Information

To supplement the financial information presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) in this earnings release, we use EBIT, adjusted EBIT and adjusted earnings per share, which are all non-GAAP financial measures. EBIT is defined as earnings (loss) before interest and taxes, with adjusted EBIT and adjusted earnings per share provided for the purpose of adjusting for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. 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 functions, 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 investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. 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. See the financial statement section of this earnings release for a reconciliation of EBIT and adjusted EBIT to income before income taxes, and adjusted earnings per share to earnings per share. We have not provided a reconciliation of our first-quarter fiscal 2024 adjusted EBIT guidance because material terms that impact such measure are not in our control and/or cannot be reasonably predicted, and therefore a reconciliation of such measure is not available without unreasonable effort.

Forward-Looking Statements

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,


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 9

 

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 viability of banks and other financial institutions; (b) the prices, supply and availability of raw materials, including assorted pigments, resins, solvents, and other natural gas-and oil-based materials; packaging, including plastic and metal 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 ongoing acquisition and divestiture activities; (i) the timing of and the realization of anticipated cost savings from restructuring initiatives and the ability to identify additional cost savings opportunities; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to the Covid pandemic; (l) risks related to adverse weather conditions or the impacts of climate change and natural disasters; (m) risks relating to the Russian invasion of Ukraine and other wars;(n) risks related to data breaches and data privacy violations; and (o) 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, 2022, 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     Year Ended  
     May 31,     May 31,     May 31,     May 31,  
     2023     2022     2023     2022  

Net Sales

   $ 2,016,210     $ 1,983,890     $ 7,256,414     $ 6,707,728  

Cost of Sales

     1,241,062       1,245,388       4,508,370       4,274,675  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross Profit

     775,148       738,502       2,748,044       2,433,053  

Selling, General & Administrative Expenses

     530,071       498,039       1,956,040       1,788,284  

Restructuring Expense

     8,685       1,148       15,465       6,276  

Goodwill Impairment

     —         —         36,745       —    

Interest Expense

     33,630       23,801       119,015       87,928  

Investment (Income) Expense, Net

     (3,838     6,174       (9,748     7,595  

(Gain) on Sales of Assets and Business, Net

     (2,751     (9,492     (28,632     (51,983

Other Expense (Income), Net

     2,712       (2,845     9,777       (11,846
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Before Income Taxes

     206,639       221,677       649,382       606,799  

Provision for Income Taxes

     54,968       22,371       169,651       114,333  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income

     151,671       199,306       479,731       492,466  

Less: Net Income Attributable to Noncontrolling Interests

     311       301       1,040       985  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net Income Attributable to RPM International Inc. Stockholders

   $ 151,360     $ 199,005     $ 478,691     $ 491,481  
  

 

 

   

 

 

   

 

 

   

 

 

 

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

        

Basic

   $ 1.18     $ 1.54     $ 3.74     $ 3.81  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 1.18     $ 1.54     $ 3.72     $ 3.79  
  

 

 

   

 

 

   

 

 

   

 

 

 

Average shares of common stock outstanding - basic

     127,345       127,573       127,507       127,948  
  

 

 

   

 

 

   

 

 

   

 

 

 

Average shares of common stock outstanding - diluted

     128,720       129,467       128,816       129,580  
  

 

 

   

 

 

   

 

 

   

 

 

 


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 10

 

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

 

     Three Months Ended     Year Ended  
     May 31,     May 31,     May 31,     May 31,  
     2023     2022     2023     2022  

Net Sales:

        

CPG Segment

   $ 748,047     $ 745,908     $ 2,608,872     $ 2,486,486  

PCG Segment

     358,355       329,392       1,333,567       1,188,379  

SPG Segment

     193,420       225,766       799,205       790,816  

Consumer Segment

     716,388       682,824       2,514,770       2,242,047  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 2,016,210     $ 1,983,890     $ 7,256,414     $ 6,707,728  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Before Income Taxes:

        

CPG Segment

        

Income Before Income Taxes (a)

   $ 116,847     $ 120,286     $ 309,683     $ 396,509  

Interest (Expense), Net (b)

     (437     (1,419     (8,416     (6,673
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     117,284       121,705       318,099       403,182  

MAP initiatives (d)

     7,180       709       11,236       3,967  

Unusual executive costs (f)

     —         —         —         805  

(Gain) on sales of assets, net (g)

     —         —         —         (41,906
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 124,464     $ 122,414     $ 329,335     $ 366,048  
  

 

 

   

 

 

   

 

 

   

 

 

 

PCG Segment

        

Income Before Income Taxes (a)

   $ 49,861     $ 41,219     $ 133,757     $ 139,068  

Interest Income, Net (b)

     519       168       1,466       575  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     49,342       41,051       132,291       138,493  

MAP initiatives (d)

     2,406       1,534       44,740       7,242  

Acquisition-related costs (e)

     —         —         —         339  

Unusual executive costs (f)

     —         —         —         472  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 51,748     $ 42,585     $ 177,031     $ 146,546  
  

 

 

   

 

 

   

 

 

   

 

 

 

SPG Segment

        

Income Before Income Taxes (a)

   $ 8,481     $ 50,909     $ 103,279     $ 121,937  

Interest Income (Expense), Net (b)

     45       (4     68       (86
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     8,436       50,913       103,211       122,023  

MAP initiatives (d)

     7,878       18       15,271       1,440  

Acquisition-related costs (e)

     —         —         —         (45

Unusual executive costs (f)

     —         520       —         520  

(Gain) on sales of assets and business, net (g)

     —         (7,257     (25,774     (7,257
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 16,314     $ 44,194     $ 92,708     $ 116,681  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consumer Segment

        

Income Before Income Taxes (a)

   $ 99,449     $ 79,172     $ 378,157     $ 175,084  

Interest (Expense) Income, Net (b)

     (3,417     55       (3,372     266  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     102,866       79,117       381,529       174,818  

MAP initiatives (d)

     1,785       1,155       2,699       2,409  

Unusual executive costs (f)

     —         —         —         776  

Business interruption insurance recovery (h)

     —         —         (20,000     —    
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 104,651     $ 80,272     $ 364,228     $ 178,003  
  

 

 

   

 

 

   

 

 

   

 

 

 

Corporate/Other

        

(Loss) Before Income Taxes (a)

   $ (67,999   $ (69,909   $ (275,494   $ (225,799

Interest (Expense), Net (b)

     (26,502     (28,775     (99,013     (89,605
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     (41,497     (41,134     (176,481     (136,194

MAP initiatives (d)

     12,107       13,225       54,811       30,497  

Acquisition-related costs (e)

     —         419       —         2,482  

Unusual executive costs (f)

     —         392       —         3,017  

Foreign exchange loss on settlement of debt (i)

     —         1,357       —         1,357  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ (29,390   $ (25,741   $ (121,670   $ (98,841
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL CONSOLIDATED

        

Income Before Income Taxes (a)

   $ 206,639     $ 221,677     $ 649,382     $ 606,799  

Interest (Expense)

     (33,630     (23,801     (119,015     (87,928

Investment Income (Expense), Net

     3,838       (6,174     9,748       (7,595
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     236,431       251,652       758,649       702,322  

MAP initiatives (d)

     31,356       16,641       128,757       45,555  

Acquisition-related costs (e)

     —         419       —         2,776  

Unusual executive costs (f)

     —         912       —         5,590  

(Gain) on sales of assets and business, net (g)

     —         (7,257     (25,774     (49,163

Business interruption insurance recovery (h)

     —         —         (20,000     —    

Foreign exchange loss on settlement of debt (i)

     —         1,357       —         1,357  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 267,787     $ 263,724     $ 841,632     $ 708,437  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a) 

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 and Adjusted EBIT.

(b) 

Interest Income (Expense), Net includes the combination of Interest Income (Expense) and Investment Income (Expense), Net.

(c) 

EBIT is defined as earnings (loss) before interest and taxes, with Adjusted EBIT provided for the purpose of adjusting for items impacting earnings that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, or adjusted EBIT, as a performance evaluation measure because interest expense is essentially related to corporate functions, 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 investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. 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.

(d) 

Reflects restructuring and other charges, which have been incurred in relation to our Margin Acceleration Plan (“MAP to Growth”) and our Margin Achievement Plan (“MAP 2025”), together MAP initiatives, as follows:

“Inventory-related charges,” & “Accelerated Expense—Other,” & inventory write-offs related to the discontinuation of certain product lines (“Discontinued product lines”) which have been recorded in Cost of Sales;

A gain on sale of one of our closed facilities in the SPG segment (“Restructuring expense”) recorded in (Gain) on Sales of Assets and Business, Net;

“Headcount reductions, impairments, closures of facilities and related costs,” which have been recorded in Restructuring Expense;

A goodwill impairment charge related to the Universal Sealants (“USL”) reporting unit which has been recorded in Goodwill Impairment;

“Accelerated Expense - Other,” “Receivable (recoveries),” “ERP consolidation plan,” “Professional Fees,” prepaid asset write-off related to the discontinuation of a product line within our Consumer segment (“Discontinued product lines”) & “Unusual credits triggered by executive departures,” which have been recorded in Selling, General & Administrative Expenses.

 

(e) 

Acquisition costs reflect amounts included in gross profit for inventory step-ups associated with completed acquisitions and third-party consulting fees incurred in evaluating potential acquisition targets.

(f) 

Reflects unusual compensation costs recorded unrelated to our MAP to Growth initiative.

(g) 

The current year balance reflects the gains associated with the sale of the furniture warranty business and the sale and leaseback of a facility in the SPG segment. The prior year balance reflects the net gain associated with the sale and leaseback of certain real property assets within our CPG and SPG segments.

(h) 

Business interruption insurance recovery at our Consumer segment related to lost sales and incremental costs incurred during fiscal 2021 and 2022 as a result of an explosion at the plant of a significant alkyd resin supplier.

(i) 

Foreign exchange loss on early payment of the $100 million term loan in Q4 of fiscal 2022.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 11

 

SUPPLEMENTAL INFORMATION

RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS

(Unaudited)

 

     Three Months Ended     Year Ended  
     May 31,     May 31,     May 31,     May 31,  
     2023     2022     2023     2022  

Reconciliation of Reported Earnings per Diluted Share to Adjusted Earnings per Diluted Share (All amounts presented after-tax):

        

Reported Earnings per Diluted Share

   $ 1.18     $ 1.54     $ 3.72     $ 3.79  

MAP initiatives (d)

     0.19       0.10       0.83       0.27  

Acquisition-related costs (e)

     —         —         —         0.02  

Unusual executive costs (f)

     —         —         —         0.03  

(Gain) on sales of assets and business, net (g)

     —         (0.06     (0.14     (0.34

Business interruption insurance recovery (h)

     —         —         (0.12     —    

Foreign exchange loss on settlement of debt (i)

     —         0.01       —         0.01  

Discrete tax adjustments (j)

     —         (0.24     —         (0.24

Investment returns (k)

     (0.01     0.07       0.01       0.12  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Earnings per Diluted Share (l)

   $ 1.36     $ 1.42     $ 4.30     $ 3.66  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(d) 

Reflects restructuring and other charges, which have been incurred in relation to our Margin Acceleration Plan (“MAP to Growth”) and our Margin Achievement Plan (“MAP 2025”), together MAP initiatives, as follows:

“Inventory-related charges,” & “Accelerated Expense - Other,” & inventory write-offs related to the discontinuation of certain product lines (“Discontinued product lines”) which have been recorded in Cost of Sales;

A gain on sale of one of our closed facilities in the SPG segment (“Restructuring expense”) recorded in (Gain) on Sales of Assets and Business, Net;

“Headcount reductions, impairments, closures of facilities and related costs,” which have been recorded in Restructuring Expense;

A goodwill impairment charge related to the Universal Sealants (“USL”) reporting unit which has been recorded in Goodwill Impairment;

“Accelerated Expense - Other,” “Receivable (recoveries),” “ERP consolidation plan,” “Professional Fees,” prepaid asset write-off related to the discontinuation of a product line within our Consumer segment (“Discontinued product lines”) & “Unusual credits triggered by executive departures,” which have been recorded in Selling, General & Administrative Expenses.

 

(e) 

Acquisition costs reflect amounts included in gross profit for inventory step-ups associated with completed acquisitions and third-party consulting fees incurred in evaluating potential acquisition targets.

(f) 

Reflects unusual compensation costs recorded unrelated to our MAP to Growth initiative.

(g) 

The current year balance reflects the gains associated with the sale of the furniture warranty business and the sale and leaseback of a facility in the SPG segment. The prior year balance reflects the net gain associated with the sale and leaseback of certain real property assets within our CPG and SPG segments.

(h) 

Business interruption insurance recovery at our Consumer segment related to lost sales and incremental costs incurred during fiscal 2021 and 2022 as a result of an explosion at the plant of a significant alkyd resin supplier.

(i) 

Foreign exchange loss on early payment of the $100 million term loan in Q4 of fiscal 2022.

(j) 

Fiscal 2022 includes income tax benefits associated with a reduction of the deferred income tax liability for unremitted foreign earnings and the reversal of valuation allowance against foreign tax credits.

(k) 

Investment returns include realized net gains and losses on sales of investments and unrealized net gains and losses on equity securities, which are adjusted due to their inherent volatility. Management does not consider these gains and losses, which cannot be predicted with any level of certainty, to be reflective of the Company’s core business operations.

(l) 

Adjusted Diluted EPS is provided for the purpose of adjusting diluted earnings per share for items impacting earnings that are not considered by management to be indicative of ongoing operations.


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 12

 

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

 

     May 31, 2023     May 31, 2022  

Assets

    

Current Assets

    

Cash and cash equivalents

   $ 215,787     $ 201,672  

Trade accounts receivable

     1,552,522       1,479,301  

Allowance for doubtful accounts

     (49,482     (46,669

Net trade accounts receivable

     1,503,040       1,432,632  

Inventories

     1,135,496       1,212,618  

Prepaid expenses and other current assets

     329,845       304,887  
  

 

 

   

 

 

 

Total current assets

     3,184,168       3,151,809  
  

 

 

   

 

 

 

Property, Plant and Equipment, at Cost

     2,332,916       2,132,915  

Allowance for depreciation

     (1,093,440     (1,028,932
  

 

 

   

 

 

 

Property, plant and equipment, net

     1,239,476       1,103,983  
  

 

 

   

 

 

 

Other Assets

    

Goodwill

     1,293,588       1,337,868  

Other intangible assets, net of amortization

     554,991       592,261  

Operating lease right-of-use assets

     329,582       307,797  

Deferred income taxes

     15,470       18,914  

Other

     164,729       195,074  
  

 

 

   

 

 

 

Total other assets

     2,358,360       2,451,914  
  

 

 

   

 

 

 

Total Assets

   $ 6,782,004     $ 6,707,706  
  

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

    

Current Liabilities

    

Accounts payable

   $ 680,938     $ 800,369  

Current portion of long-term debt

     178,588       603,454  

Accrued compensation and benefits

     257,328       262,445  

Accrued losses

     26,470       24,508  

Other accrued liabilities

     347,477       325,632  
  

 

 

   

 

 

 

Total current liabilities

     1,490,801       2,016,408  
  

 

 

   

 

 

 

Long-Term Liabilities

    

Long-term debt, less current maturities

     2,505,221       2,083,155  

Operating lease liabilities

     285,524       265,139  

Other long-term liabilities

     267,111       276,990  

Deferred income taxes

     90,347       82,186  
  

 

 

   

 

 

 

Total long-term liabilities

     3,148,203       2,707,470  
  

 

 

   

 

 

 

Total liabilities

     4,639,004       4,723,878  
  

 

 

   

 

 

 

Stockholders’ Equity

    

Preferred stock; none issued

     —         —    

Common stock (outstanding 128,766; 129,199)

     1,288       1,292  

Paid-in capital

     1,124,825       1,096,147  

Treasury stock, at cost

     (784,463     (717,019

Accumulated other comprehensive (loss)

     (604,935     (537,337

Retained earnings

     2,404,125       2,139,346  
  

 

 

   

 

 

 

Total RPM International Inc. stockholders’ equity

     2,140,840       1,982,429  

Noncontrolling interest

     2,160       1,399  
  

 

 

   

 

 

 

Total equity

     2,143,000       1,983,828  
  

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 6,782,004     $ 6,707,706  
  

 

 

   

 

 

 


RPM Reports Results for Fiscal 2023 Fourth Quarter and Full Year

July 26, 2023

Page 13

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

 

     Year Ended  
     May 31,     May 31,  
     2023     2022  

Cash Flows From Operating Activities:

    

Net income

   $ 479,731     $ 492,466  

Adjustments to reconcile net income to net

    

cash provided by operating activities:

    

Depreciation and amortization

     154,949       153,074  

Restructuring charges, net of payments

     —         (2,516

Goodwill impairment

     36,745       —    

Fair value adjustments to contingent earnout obligations

     —         3,253  

Deferred income taxes

     6,236       (25,067

Stock-based compensation expense

     28,673       40,114  

Net loss on marketable securities

     2,086       17,706  

Net (gain) on sales of assets and business

     (28,632     (51,983

Other

     1,683       (66

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

    

(Increase) in receivables

     (94,585     (187,299

Decrease (increase) in inventory

     66,805       (304,197

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

     1,364       (13,040

(Decrease) increase in accounts payable

     (116,053     101,223  

(Decrease) increase in accrued compensation and benefits

     (2,643     9,737  

Increase (decrease) in accrued losses

     2,231       (3,956

Increase (decrease) in other accrued liabilities

     38,515       (50,718
  

 

 

   

 

 

 

Cash Provided By Operating Activities

     577,105       178,731  
  

 

 

   

 

 

 

Cash Flows From Investing Activities:

    

Capital expenditures

     (254,435     (222,403

Acquisition of businesses, net of cash acquired

     (47,542     (127,457

Purchase of marketable securities

     (18,674     (15,032

Proceeds from sales of marketable securities

     12,731       21,533  

Proceeds from sales of assets and business

     58,288       76,590  

Other

     (72     7,222  
  

 

 

   

 

 

 

Cash (Used For) Investing Activities

     (249,704     (259,547
  

 

 

   

 

 

 

Cash Flows From Financing Activities:

    

Additions to long-term and short-term debt

     341,720       437,564  

Reductions of long-term and short-term debt

     (355,463     (101,505

Cash dividends

     (213,912     (204,394

Repurchases of common stock

     (50,000     (52,500

Shares of common stock returned for taxes

     (17,047     (11,549

Payments of acquisition-related contingent consideration

     (3,765     (5,774

Other

     (2,689     (4,452
  

 

 

   

 

 

 

Cash (Used For) Provided By Financing Activities

     (301,156     57,390  
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     (12,130     (21,606
  

 

 

   

 

 

 

Net Change in Cash and Cash Equivalents

     14,115       (45,032

Cash and Cash Equivalents at Beginning of Period

     201,672       246,704  
  

 

 

   

 

 

 

Cash and Cash Equivalents at End of Period

   $ 215,787     $ 201,672  
  

 

 

   

 

 

 
v3.23.2
Document and Entity Information
Jul. 26, 2023
Cover [Abstract]  
Entity Registrant Name RPM INTERNATIONAL INC/DE/
Amendment Flag false
Entity Central Index Key 0000110621
Document Type 8-K
Document Period End Date Jul. 26, 2023
Entity Incorporation State Country Code DE
Entity File Number 1-14187
Entity Tax Identification Number 02-0642224
Entity Address, Address Line One 2628 Pearl Road
Entity Address, Address Line Two P.O. Box 777
Entity Address, City or Town Medina
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44258
City Area Code (330)
Local Phone Number 273-5090
Written Communications false
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.01
Trading Symbol RPM
Security Exchange Name NYSE
Entity Emerging Growth Company false

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