UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended November 30, 2024,
or
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File No. 1-14187
RPM International Inc.
(Exact name of Registrant as specified in its charter)
Delaware
02-0642224
(State or other jurisdiction of
incorporation or organization)
(IRS Employer
Identification No.)
2628 PEARL ROAD;
MEDINA, Ohio
(Address of principal executive offices)
44256
(Zip Code)
(330) 273-5090
(Registrant’s telephone number including area code)
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 (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 ☒ No ☐.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
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. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒.
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☒.
As of December 26, 2024, the registrant had 128,568,280 shares of common stock, $0.01 par value per share, outstanding.
RPM INTERNATIONAL INC. AND SUBSIDIARIES*
INDEX
Page No.
PART I. FINANCIAL INFORMATION
Item 1.
Financial Statements:
3
Consolidated Balance Sheets
Consolidated Statements of Income
4
Consolidated Statements of Comprehensive Income
5
Consolidated Statements of Cash Flows
6
Consolidated Statements of Stockholders’ Equity
7
Notes to Consolidated Financial Statements
8
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
36
Item 4.
Controls and Procedures
PART II. OTHER INFORMATION
Legal Proceedings
37
Item 1A.
Risk Factors
Unregistered Sale of Equity Securities and Use of Proceeds
Item 5.
Other Information
Item 6.
Exhibits
38
Signatures
39
* 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
ITEM 1. FINANCIAL STATEMENTS
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
November 30, 2024
May 31, 2024
Assets
Current Assets
Cash and cash equivalents
$
268,683
237,379
Trade accounts receivable (less allowances of $52,671 and $48,763, respectively)
1,290,536
1,419,445
Inventories
995,262
956,465
Prepaid expenses and other current assets
326,155
282,059
Total current assets
2,880,636
2,895,348
Property, Plant and Equipment, at Cost
2,615,862
2,515,847
Allowance for depreciation
(1,238,798
)
(1,184,784
Property, plant and equipment, net
1,377,064
1,331,063
Other Assets
Goodwill
1,341,129
1,308,911
Other intangible assets, net of amortization
512,568
512,972
Operating lease right-of-use assets
353,706
331,555
Deferred income taxes
35,945
33,522
Other
182,022
173,172
Total other assets
2,425,370
2,360,132
Total Assets
6,683,070
6,586,543
Liabilities and Stockholders' Equity
Current Liabilities
Accounts payable
672,921
649,650
Current portion of long-term debt
6,060
136,213
Accrued compensation and benefits
213,999
297,249
Accrued losses
35,126
32,518
Other accrued liabilities
365,781
350,434
Total current liabilities
1,293,887
1,466,064
Long-Term Liabilities
Long-term debt, less current maturities
2,019,846
1,990,935
Operating lease liabilities
304,517
281,281
Other long-term liabilities
244,891
214,816
102,279
121,222
Total long-term liabilities
2,671,533
2,608,254
Contingencies and Accrued Losses (Note 13)
Stockholders' Equity
Preferred stock, par value $0.01; authorized 50,000 shares; none issued
—
Common stock, par value $0.01; authorized 300,000 shares; issued 146,211 and outstanding 128,568 as of November 30, 2024; issued 145,779 and outstanding 128,629 as of May 31, 2024
1,286
Paid-in capital
1,164,301
1,150,751
Treasury stock, at cost
(915,818
(864,502
Accumulated other comprehensive (loss)
(580,763
(537,290
Retained earnings
3,047,021
2,760,639
Total RPM International Inc. stockholders' equity
2,716,027
2,510,884
Noncontrolling Interest
1,623
1,341
Total equity
2,717,650
2,512,225
Total Liabilities and Stockholders' Equity
The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
CONSOLIDATED STATEMENTS OF INCOME
Three Months Ended
Six Months Ended
November 30,
2024
2023
Net Sales
1,845,318
1,792,275
3,814,107
3,804,132
Cost of Sales
1,080,774
1,044,047
2,212,890
2,227,287
Gross Profit
764,544
748,228
1,601,217
1,576,845
Selling, General and Administrative Expenses
529,836
523,289
1,055,982
1,054,321
Restructuring Expense
7,557
1,239
14,759
7,737
Interest Expense
23,177
30,348
47,611
62,166
Investment (Income), Net
(8,526
(5,289
(19,552
(17,728
Other (Income) Expense, Net
(482
2,817
(1,016
5,371
Income Before Income Taxes
212,982
195,824
503,433
464,978
Provision for Income Taxes
29,532
50,009
91,429
117,850
Net Income
183,450
145,815
412,004
347,128
Less: Net Income Attributable to Noncontrolling Interests
246
310
1,108
541
Net Income Attributable to RPM International Inc. Stockholders
183,204
145,505
410,896
346,587
Average Number of Shares of Common Stock Outstanding:
Basic
127,658
127,758
127,675
127,816
Diluted
128,344
128,249
128,392
128,312
Earnings per Share of Common Stock Attributable to RPM International Inc. Stockholders:
1.43
1.13
3.21
2.70
1.42
3.19
2.69
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands)
Other comprehensive (loss) income, net of tax:
Foreign currency translation adjustments, net of tax
(42,341
(44
(46,113
8,809
Pension and other postretirement benefit liability adjustments, net of tax
2,200
3,446
2,058
6,610
Unrealized (loss) gain on securities, net of tax
(47
94
586
(163
Total other comprehensive (loss) income
(40,188
3,496
(43,469
15,256
Total Comprehensive Income
143,262
149,311
368,535
362,384
Less: Comprehensive Income Attributable to Noncontrolling Interests
231
307
1,112
552
Comprehensive Income Attributable to RPM International Inc. Stockholders
143,031
149,004
367,423
361,832
CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
92,743
84,177
(31,252
(5,574
Stock-based compensation expense
13,549
17,147
Net (gain) on marketable securities
(10,684
(6,226
Net loss on sales of assets and businesses
-
3,623
(335
4,007
Changes in assets and liabilities, net of effect from purchases and sales of businesses:
Decrease in receivables
122,603
272,262
(Increase) decrease in inventory
(42,981
37,243
(Increase) decrease in prepaid expenses and other current and long-term assets
(11,193
21,260
Increase (decrease) in accounts payable
34,364
(11,806
(Decrease) in accrued compensation and benefits
(84,929
(53,980
Increase in accrued losses
2,827
8,332
Increase in other accrued liabilities
30,792
50,188
Cash Provided by Operating Activities
527,508
767,781
Cash Flows from Investing Activities:
Capital expenditures
(100,732
(89,300
Acquisition of businesses, net of cash acquired
(85,649
(15,404
Purchase of marketable securities
(23,533
(22,057
Proceeds from sales of marketable securities
12,802
13,796
(1,424
1,326
Cash (Used for) Investing Activities
(198,536
(111,639
Cash Flows from Financing Activities:
Additions to long-term and short-term debt
25,086
Reductions of long-term and short-term debt
(134,022
(449,485
Cash dividends
(124,514
(113,325
Repurchases of common stock
(35,000
(25,000
Shares of common stock returned for taxes
(16,150
(20,689
Payments of acquisition-related contingent consideration
(1,122
(1,082
(689
(713
Cash (Used for) Financing Activities
(286,411
(610,294
Effect of Exchange Rate Changes on Cash and Cash Equivalents
(11,257
1,111
Net Change in Cash and Cash Equivalents
31,304
46,959
Cash and Cash Equivalents at Beginning of Period
215,787
Cash and Cash Equivalents at End of Period
262,746
Supplemental Disclosures of Cash Flows Information:
Cash paid during the period for:
Interest
47,989
61,586
Income Taxes, net of refunds
129,963
124,518
Supplemental Disclosures of Noncash Investing Activities:
Capital expenditures accrued within accounts payable at quarter-end
16,406
12,463
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
Common Stock
Accumulated
Number
Total RPM
of
Par/Stated
Paid-In
Treasury
Comprehensive
Retained
International
Noncontrolling
Total
Shares
Value
Capital
Stock
(Loss) Income
Earnings
Inc. Equity
Interests
Equity
Balance at June 1, 2024
128,629
227,692
862
228,554
Other comprehensive (loss) income
(3,300
19
(3,281
Dividends declared and paid ($0.46 per share)
(58,892
Other noncontrolling interest activity
(122
Share repurchases under repurchase program
(152
(1
1
(17,500
Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes
225
6,225
(15,684
(9,457
Balance at August 31, 2024
128,702
1,287
1,156,977
(897,686
(540,590
2,929,439
2,649,427
2,100
2,651,527
Other comprehensive (loss)
(40,173
(15
Dividends declared and paid ($0.51 per share)
(65,622
(708
Share repurchases under repurchase program and related excise tax
(129
(17,478
(5
7,323
(654
6,669
Balance at November 30, 2024
128,568
Balance at June 1, 2023
128,766
1,288
1,124,825
(784,463
(604,935
2,404,125
2,140,840
2,160
2,143,000
201,082
201,313
Other comprehensive income
11,746
14
11,760
Dividends declared and paid ($0.42 per share)
(54,065
(712
(12,500
318
9,115
(15,078
(5,960
Balance at August 31, 2023
128,962
1,290
1,133,941
(812,041
(593,189
2,551,142
2,281,143
1,693
2,282,836
3,499
(3
(59,260
(132
42
8,028
(5,861
2,167
Balance at November 30, 2023
128,872
1,289
1,141,970
(830,402
(589,690
2,637,387
2,360,554
2,000
2,362,554
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 — CONSOLIDATION, NONCONTROLLING INTERESTS AND BASIS OF PRESENTATION
The accompanying unaudited Consolidated Financial Statements have been prepared in accordance with Generally Accepted Accounting Principles in the U.S. (“GAAP”) for interim financial information and the instructions to Form 10-Q. 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, 2024 and 2023. 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, 2024.
Our financial statements include all of our majority-owned subsidiaries. We account for our investments in less-than-majority-owned joint ventures, for which we have the ability to exercise significant influence, under the equity method. Effects of transactions between related companies are eliminated in consolidation.
Noncontrolling interests are presented in our Consolidated Financial Statements as if parent company investors (controlling interests) and other minority investors (noncontrolling interests) in partially-owned subsidiaries have similar economic interests in a single entity. As a result, investments in noncontrolling interests are reported as equity in our Consolidated Financial Statements. Additionally, our Consolidated Financial Statements include 100% of a controlled subsidiary’s earnings, rather than only our share. Transactions between the parent company and noncontrolling interests are reported in equity as transactions between stockholders, provided that these transactions do not create a change in control.
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).
NOTE 2 — NEW ACCOUNTING PRONOUNCEMENTS
New Pronouncements Adopted
In September 2022, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") 2022-04, "Liabilities - Supplier Finance Programs (Subtopic 405-50)," which is intended to establish disclosures that enhance the transparency of a supplier finance program used by an entity in connection with the purchase of goods and services. This guidance requires annual and interim disclosure of the key terms of outstanding supplier finance programs, the amount outstanding under such programs including where they are recorded on the balance sheet, and a roll-forward of the related obligations. The new standard does not affect the recognition, measurement, or financial statement presentation of the supplier finance program obligations. These amendments are effective for fiscal years beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the new standard on June 1, 2023, on a retrospective basis other than the roll-forward guidance, which we plan to adopt on a prospective basis beginning with our fiscal 2025 annual financial statements. As of adoption on June 1, 2023, we did not have any material supplier finance program obligations; however, we began such an arrangement during the fourth quarter of fiscal 2024. Refer to Note 14, “Supply Chain Financing,” to the Consolidated Financial Statements.
New Pronouncements Issued
In November 2024, the FASB issued ASU 2024-03, " Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)." Additionally, in January 2025, the FASB issued ASU 2025-01 to clarify the effective date of ASU 2024-03. The standard provides guidance to expand disclosures related to the disaggregation of income statement expenses. The standard requires, in the notes to the financial statements, disclosure of specified information about certain costs and expenses which includes purchases of inventory, employee compensation, depreciation, and intangible asset amortization included in each relevant expense caption. This guidance is effective for fiscal years beginning after December 15, 2026, and interim periods within annual reporting periods beginning after December 15, 2027, on a retrospective or prospective basis, with early adoption permitted. We are currently evaluating this ASU to determine its impact on our disclosures.
In December 2023, the FASB issued ASU 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures," which requires a public business entity to disclose specific categories in its annual effective tax rate reconciliation and disaggregated information about significant reconciling items by jurisdiction and by nature. The ASU also requires entities to disclose their income tax payments (net of refunds) to international, federal, and state and local jurisdictions. The guidance makes several other changes to income tax disclosure requirements. This guidance is effective for fiscal years beginning after December 15, 2024, on a retrospective or prospective basis. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.
In November 2023, the FASB issued ASU 2023-07, "Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures," which expands disclosures about a public business entity's reportable segments and provides for more detailed information about a reportable segment's expenses. This guidance is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. We are currently evaluating this ASU to determine its impact on our disclosures.
NOTE 3 — RESTRUCTURING
We record restructuring charges associated with management-approved restructuring plans to either reorganize one or more of our business segments, or to remove duplicative headcount and infrastructure associated with our businesses. Restructuring charges can include severance costs to eliminate a specified number of associates, infrastructure charges to vacate facilities and consolidate operations, contract cancellation costs and other costs. We record the short-term portion of our restructuring liability in other accrued liabilities and the long-term portion, if any, in other long-term liabilities in our Consolidated Balance Sheets.
In August 2022, we approved and announced our Margin Achievement Plan 2025 (“MAP 2025”), which is a multi-year restructuring plan designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency. Most activities under MAP 2025 are anticipated to be completed by the end of fiscal 2025; however, we expect some costs to extend beyond this date.
The current total expected costs associated with this plan are outlined below and decreased approximately $0.9 million compared to our prior quarter estimate, attributable to decreases in expected facility closure and other related costs of $1.6 million and increases in expected severance and benefit charges of $0.7 million. Throughout our MAP 2025 initiative, we will continue to assess and find areas of improvement and cost savings. As such, the final implementation of the aforementioned phases and total expected costs are subject to change.
USL Restructuring
During the quarter ended August 31, 2023, we recognized a loss on sale of $4.5 million in connection with the divestiture of USL’s Bridgecare services division. The Bridgecare division was a contracting business focused on the installation of joints and waterproofing in the UK. The loss on this sale was included in selling, general and administrative ("SG&A") expenses in our Consolidated Statements of Income and net loss on sales of assets and businesses in our Consolidated Statements of Cash Flows.
Additionally, during the quarter ended August 31, 2023, in connection with MAP 2025, we realigned certain businesses and management structures within our segments. Within our PCG segment, certain businesses of our USL reporting unit were transferred to our Fibergrate, Carboline and Stonhard reporting units. As a result of this change in our market strategy, we performed an interim impairment assessment of the USL indefinite-lived tradename. Calculating the fair value of the USL’s indefinite-lived tradename required the use of various estimates and assumptions. We estimated the fair value of USL’s indefinite-lived tradename by applying a relief-from-royalty calculation, which included discounted future cash flows related to projected revenues impacted by this decision. In applying this methodology, we relied on a number of factors, including actual and forecasted revenues and market data. As the carrying amount of the tradename exceeded its fair value, an impairment loss of $3.3 million was recorded for the three months ended August 31, 2023. This impairment loss was classified as restructuring expense within our PCG segment.
9
Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2024, as well as the total expected costs related to projects identified to date:
Three MonthsEnded
Six MonthsEnded
CumulativeCosts
TotalExpected
to Date
Costs
Construction Products Group ("CPG") Segment:
Severance and benefit costs
938
1,828
17,031
20,306
Facility closure and other related costs
294
670
1,278
6,498
Total Charges
1,232
2,498
18,309
26,804
Performance Coatings Group ("PCG") Segment:
917
1,067
4,926
5,491
12
184
1,493
Other restructuring costs
7,092
924
1,079
12,202
14,076
Consumer Segment:
3,418
7,356
17,129
18,014
437
457
1,234
2,198
3,855
7,813
18,363
20,212
Specialty Products Group ("SPG") Segment:
409
1,890
5,589
5,629
1,137
1,479
2,014
3,078
1,546
3,369
7,603
8,707
Corporate/Other Segment:
Severance and benefit (credits)
(50
Consolidated:
5,682
12,141
44,625
49,390
1,875
2,618
4,710
13,267
56,427
69,749
10
Following is a summary of the charges recorded in connection with MAP 2025 by reportable segment for the three- and six-month periods ending November 30, 2023:
November 30, 2023
CPG Segment:
387
802
PCG Segment:
213
1,044
93
123
Other restructuring costs (a)
4,555
306
5,722
35
49
SPG Segment:
482
1,135
29
511
1,164
1,117
3,016
122
166
A summary of the activity in the restructuring reserves related to MAP 2025 is as follows:
(in thousands)
Severance andBenefits Costs
FacilityClosure andOther RelatedCosts
Other AssetWrite-Offs
16,611
25
16,636
Additions charged to expense
Cash payments charged against reserve
(3,960
(1,611
(5,571
Non-cash charges and other adjustments
17,625
289
17,914
17,351
18
17,369
(11,403
(2,347
(13,750
(464
11
2,510
(884
(1,006
62
2,805
2,717
(2,945
(166
(3,111
17
(4,555
(4,538
NOTE 4 — FAIR VALUE MEASUREMENTS
Financial instruments recorded in the Consolidated Balance Sheets include cash and cash equivalents, trade accounts receivable, marketable securities, notes and accounts payable, and debt.
An allowance for credit losses is established for trade accounts receivable using assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowance for doubtful collection of accounts are included in SG&A expense.
The valuation techniques utilized for establishing the fair values of assets and liabilities are based on observable and unobservable inputs. Observable inputs reflect readily obtainable data from independent sources, while unobservable inputs reflect management’s 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 tables present our assets and liabilities that are measured at fair value on a recurring basis and are categorized using the fair value hierarchy.
Quoted Pricesin ActiveMarkets forIdentical Assets(Level 1)
SignificantOtherObservableInputs (Level 2)
SignificantUnobservableInputs (Level 3)
Fair Value atNovember 30, 2024
Available-for-sale debt securities:
U.S. Treasury and other government
23,120
Corporate bonds
143
Total available-for-sale debt securities
23,263
Marketable equity securities:
Stocks – foreign
1,688
Stocks – domestic
10,223
Mutual funds – foreign
44,127
Mutual funds – domestic
97,946
Total marketable equity securities
11,911
142,073
153,984
165,336
177,247
Fair Value atMay 31,2024
26,559
138
26,697
1,518
9,028
39,114
77,966
10,546
117,080
127,626
Contingent consideration
(2,229
143,777
152,094
Our investments in available-for-sale debt securities and marketable equity securities are valued using a market approach. The availability of inputs observable in the market varies from instrument to instrument and depends on a variety of factors, including the type of instrument, whether the instrument is actively traded and other characteristics particular to the transaction. For most of our financial instruments, pricing inputs are readily observable in the market, the valuation methodology used is widely accepted by market participants, and the valuation does not require significant management discretion. For other financial instruments, pricing inputs are less observable in the market and may require management judgment.
The contingent consideration represents the estimated fair value of the additional variable cash consideration payable in connection with recent acquisitions that is contingent upon the achievement of certain performance milestones. We estimated the fair value using expected future cash flows over the period in which the obligation is expected to be settled which is considered to be a Level 3 input. During the first half of fiscal 2025, we paid approximately $2.2 million to satisfy contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during the current year. During the first half of fiscal 2024, we paid approximately $1.1 million to satisfy contingent consideration obligations relating to certain performance milestones that were established in prior periods and achieved during fiscal 2024. In the Consolidated Statements of Cash Flows, payments of acquisition-related contingent consideration for the amount recognized at fair value as of the acquisition date are reported in cash flows from financing activities, while payments of contingent consideration in excess of fair value as of the acquisition date, are reported in cash flows from operating activities within other accrued liabilities.
The carrying value of our current financial instruments, which include cash and cash equivalents, marketable securities, trade accounts receivable, accounts payable and short-term debt approximates fair value because of the short-term maturity of these financial instruments. At November 30, 2024 and May 31, 2024, the fair value of our long-term debt was estimated using active market quotes, based on our current incremental borrowing rates for similar types of borrowing arrangements, which are Level 2 inputs. Based on the analysis performed, the fair value and the carrying value of our long-term debt as of November 30, 2024 and May 31, 2024 is as follows:
At November 30, 2024
Carrying Value
Fair Value
Long-term debt, including current portion
2,025,906
1,944,328
At May 31, 2024
2,127,148
1,979,359
13
NOTE 5 — INVESTMENT (INCOME), NET
Investment (income), net, consists of the following components:
Interest (income)
(3,080
(4,897
(7,063
(10,348
Net (gain) loss on marketable securities
(4,713
Dividend (income)
(733
(617
(1,805
(1,154
Investment (income), net
Net (Gain) Loss on Marketable Securities
Unrealized (gains) losses on marketable equity securities
(4,727
103
(10,505
(6,424
Realized (gains) losses on marketable equity securities
(70
87
(265
132
Realized losses on available-for-sale debt securities
84
86
66
NOTE 6 — OTHER (INCOME) EXPENSE, NET
Other (income) expense, net, consists of the following components:
Pension non-service (credits) costs
(25
2,785
(52
5,566
(457
32
(964
(195
Other (income) expense, net
NOTE 7 — INCOME TAXES
The effective income tax rate of 13.9% for the three months ended November 30, 2024 compares to the effective income tax rate of 25.5% for the three months ended November 30, 2023. The effective income tax rate of 18.2% for the six months ended November 30, 2024 compares to the effective income tax rate of 25.3% for the six months ended November 30, 2023.
The effective income tax rates for the three- and six-month periods ended November 30, 2024 and 2023 reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.
Additionally, the effective income tax rate for the current three- and six-month periods ended November 30, 2024, reflect adjustments made to our deferred income taxes. During the quarter ended November 30, 2024, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax assets for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax assets associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.
The effective income tax rate for the six-month period ended November 30, 2024, also reflects a favorable adjustment for incremental U.S. foreign tax credits associated with a distribution of historic foreign earnings that were previously not considered to be permanently reinvested. The distribution of such earnings was done in conjunction with the execution of global cash redeployment and debt optimization projects.
Our deferred tax liability for unremitted foreign earnings was adjusted to $4.1 million as of May 31, 2024. The $4.1 million represented our estimate of the net tax cost of remitting of $285.6 million of foreign earnings that were not considered to be permanently reinvested. As of November 30, 2024, the amount of these earnings has changed to $157.2 million and we no longer have a tax liability associated
with remitting these earnings. The reduction to the earnings amounts no longer permanently reinvested is due principally to distributions of such earnings during the quarter. We have not provided for foreign withholding or income taxes on the remaining foreign subsidiaries’ undistributed earnings because such earnings have been retained and reinvested by the subsidiaries as of November 30, 2024. Accordingly, no provision has been made for foreign withholding or income taxes, which may become payable if the remaining undistributed earnings of foreign subsidiaries were remitted to us as dividends.
The Organization for Economic Co-operation and Development (“OECD”) has proposed a framework comprised of rules and models, collectively referred to as Pillar Two (“P2”), that are designed to ensure that certain multi-national enterprises pay a minimum tax rate of 15% on reported profits arising in each jurisdiction where they operate. Although the OECD provided a framework for applying the minimum tax, individual countries have and may continue to enact P2 rules that are different than the OECD framework. While we continue to monitor P2 developments, we do not anticipate that P2 will have a material impact on our long-term financial position.
NOTE 8 — INVENTORIES
Inventories, net of reserves, were composed of the following major classes:
Raw material and supplies
376,763
354,428
Finished goods
618,499
602,037
Total Inventory, Net of Reserves
NOTE 9 — 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 management’s discretion. As announced on November 28, 2018, our goal was to return $1.0 billion in capital to stockholders by May 31, 2021 through share repurchases and the retirement of our convertible note during fiscal 2019. On April 16, 2019, after taking into account share repurchases under our existing stock repurchase program to date, our Board of Directors authorized the repurchase of the remaining $600.0 million in value of RPM International Inc. common stock by May 31, 2021.
As previously announced, given macroeconomic uncertainty resulting from the Covid pandemic, we had suspended stock repurchases under the program, but in January 2021, our Board of Directors authorized the resumption of the stock repurchases. At the time of resuming the program, $469.7 million of shares of common stock remained available for repurchase. The Board of Directors also extended the stock repurchase program beyond its original May 31, 2021 expiration date until such time that the remaining $469.7 million of capital has been returned to our stockholders.
As a result, 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 three months ended November 30, 2024, we repurchased 128,869 shares of our common stock at a cost of approximately $17.5 million, or an average of $135.79 per share, under this program. During the three months ended November 30, 2023, we repurchased 131,858 shares of our common stock at a cost of $12.5 million, or an average of $94.80 per share, under this program. During the six months ended November 30, 2024, we repurchased 281,015 shares of our common stock at a cost of approximately $35.0 million, or an average of $124.55 per share, under this program. During the six months ended November 30, 2023, we repurchased 254,283 shares of our common stock at a cost of $25.0 million, or an average of $98.32 per share, under this program. The maximum dollar amount that may yet be repurchased under our stock repurchase program was approximately $227.3 million at November 30, 2024.
15
NOTE 10 — ACCUMULATED OTHER COMPREHENSIVE (LOSS)
Accumulated other comprehensive (loss) consists of the following components:
Pension And
Foreign
Postretirement
Unrealized
Currency
Benefit
Gain
Gain (Loss)
Three Months Ended November 30, 2024
Translation
Liability
(Loss) On
On
Adjustments
Derivatives
Securities
(465,638
(84,789
11,405
(1,568
Current period comprehensive (loss) income
(42,679
97
(42,582
Income taxes associated with current period comprehensive income (loss)
353
(23
330
Amounts reclassified from accumulated other comprehensive income (loss)
2,968
(141
Income taxes reclassified into earnings
(768
20
(748
(507,964
(82,589
(1,615
Three Months Ended November 30, 2023
(456,536
(145,600
(2,458
(673
150
(523
632
(16
616
4,500
(45
4,455
(1,054
(1,049
(456,577
(142,154
(2,364
Six Months Ended November 30, 2024
(461,847
(84,647
(2,201
(43,958
(1,521
896
(44,583
Income taxes associated with current period comprehensive (loss) income
(69
(82
(151
4,734
4,469
(2,090
(1,155
(3,208
Six Months Ended November 30, 2023
(465,375
(148,764
9,117
67
9,184
(319
(61
(380
8,622
(179
8,443
(2,012
(2,002
16
NOTE 11 — EARNINGS PER SHARE
The following table sets forth the reconciliation of the numerator and denominator of basic and diluted earnings per share ("EPS") for the three- and six-month periods ended November 30, 2024 and 2023.
Numerator for earnings per share:
Net income attributable to RPM International Inc. stockholders
Less: Allocation of earnings and dividends to participating securities
(739
(707
(1,597
Net income available to common shareholders - basic
182,465
144,798
409,281
344,990
Add: Undistributed earnings reallocated to unvested shareholders
Net income available to common shareholders - diluted
182,468
144,800
409,288
344,994
Denominator for basic and diluted earnings per share:
Basic weighted average common shares
Average diluted options and awards
686
491
717
496
Total shares for diluted earnings per share (1)
Earnings Per Share of Common Stock Attributable to
RPM International Inc. Stockholders:
Basic Earnings Per Share of Common Stock
Method used to calculate basic earnings per share
Two-class
Diluted Earnings Per Share of Common Stock
Method used to calculate diluted earnings per share
(1)The dilutive effect of performance-based restricted stock units is included when they have met minimum performance thresholds. The dilutive effect of SARs includes all outstanding awards except awards that are considered antidilutive. SARs are antidilutive when the exercise price exceeds the average market price of the Company’s common shares during the periods presented. For the three and six months ended November 30, 2024, approximately 300,000 and 230,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive. For the three and six months ended November 30, 2023, approximately 360,000 and 280,000 shares of stock, respectively, granted under stock-based compensation plans were excluded from the calculation of diluted EPS, as the effect would have been anti-dilutive.
NOTE 12 — PENSION PLANS
We offer defined benefit pension plans, defined contribution pension plans, and various postretirement benefit plans. 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, 2024 and 2023:
U.S. Plans
Non-U.S. Plans
Pension Benefits
Service cost
10,804
10,913
1,120
887
Interest cost
9,795
8,992
1,963
1,935
Expected return on plan assets
(12,017
(10,518
(2,376
(2,400
Amortization of:
Prior service cost (credit)
(32
(31
Net actuarial losses recognized
2,153
4,205
209
Net Periodic Benefit Cost
10,736
13,593
969
600
Postretirement Benefits
425
569
21
22
390
Net actuarial (gains) recognized
(6
(4
(140
(12
603
947
21,608
21,826
2,240
1,774
19,590
17,984
3,926
3,870
(24,034
(21,036
(4,752
(4,800
(64
(62
4,306
8,410
588
418
21,471
27,186
1,938
1,200
850
1,138
44
636
780
(8
(280
(24
30
1,206
1,894
Net periodic pension cost for fiscal 2025 is less than our fiscal 2024 cost due to an increase in expected return on plan assets and a reduction in the amortization of the net actuarial loss to be recognized. We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, and these fluctuations may have a material impact on our consolidated financial results in the future. We are required and expect to contribute approximately $5.9 million to plans outside the U.S. during the current fiscal year and we will evaluate whether to make additional contributions to plans in the U.S. and outside the U.S. throughout fiscal 2025.
NOTE 13 — CONTINGENCIES AND ACCRUED LOSSES
Product Liability Matters
We provide, through our wholly-owned insurance subsidiaries, certain insurance coverage, primarily product liability coverage, to our other subsidiaries. Excess coverage is provided by third-party insurers. Our product liability accruals provide for these potential losses as well as other uninsured claims. Product liability accruals are established based upon actuarial calculations of potential liability using industry experience, actual historical experience and actuarial assumptions developed for similar types of product liability claims, including development factors and lag times. To the extent there is a reasonable possibility that potential losses could exceed the amounts already accrued, we believe that the amount of any such additional loss would be immaterial to our results of operations, liquidity and consolidated financial position.
Warranty Matters
We also offer warranties on many of our products, as well as long-term warranty programs at certain of our businesses, and have established product warranty liabilities. We review these liabilities for adequacy on a quarterly basis and adjust them as necessary. The primary factors that could affect these liabilities may include changes in performance rates as well as costs of replacement. Provision for estimated warranty costs is recorded at the time of sale and periodically adjusted, as required, to reflect actual experience. It is probable that we will incur future losses related to warranty claims we have received but that have not been fully investigated and related to claims not yet received. While our warranty liabilities represent our best estimates at November 30, 2024, we can provide no assurances that we will not experience material claims in the future or that we will not incur significant costs to resolve such claims beyond the amounts accrued or beyond what we may recover from our suppliers. Based upon the nature of the expense, product warranty expense is recorded as a component of cost of sales or within SG&A.
Also, due to the nature of our businesses, the amount of claims paid can fluctuate from one period to the next. While our warranty liabilities represent our best estimates of our expected losses at any given time, from time-to-time we may revise our estimates based on our experience relating to factors such as weather conditions, specific circumstances surrounding product installations and other factors.
The following table includes the changes in our accrued warranty balances:
Beginning Balance
11,190
12,002
11,621
11,776
Deductions (1)
(8,459
(9,977
(14,601
(17,384
Provision charged to expense
8,947
10,626
14,658
18,259
Ending Balance
11,678
12,651
(1)Primarily claims paid during the period.
Environmental Matters
Like other companies participating in similar lines of business, some of our subsidiaries are involved in environmental remediation matters. It is our policy to accrue remediation costs when the liability is probable and the costs are reasonably estimable, which generally is not later than at completion of a feasibility study or when we have committed to an appropriate plan of action. We also take into consideration the estimated period of time over which payments may be required. The liabilities are reviewed periodically and, as investigation and remediation activities continue, adjustments are made as necessary. Liabilities for losses from environmental remediation obligations do not consider the effects of inflation and anticipated expenditures are not discounted to their present value. The liabilities are not offset by possible recoveries from insurance carriers or other third parties but do reflect anticipated allocations among potentially responsible parties at federal superfund sites or similar state-managed sites, third-party indemnity obligations, and an assessment of the likelihood that such parties will fulfill their obligations at such sites.
On December 19, 2024, a subsidiary in our Consumer segment received informal notification from the U.S. Environmental Protection Agency of the agency's intent to issue a civil penalty for alleged violation of the Toxic Substances Control Act Section 6 regulatory standard related to 2021 sales of a consumer product allegedly containing a regulated substance. Based on information currently known, we are not able to estimate the outcome of this matter or a possible range of loss, if any.
Other Contingencies
One of our former subsidiaries in our SPG reportable segment has been the subject of a proceeding in which one of its former distributors brought suit against the subsidiary for breach of contract. Following a June 2017 trial, a jury determined that the distributor was not entitled to any damages on the distributor’s claims. On appeal, the Ninth Circuit Court of Appeals ordered a new trial with respect to certain issues. On December 10, 2021, a new jury awarded $6.0 million in damages to the distributor. Per the parties’ contracts, the distributor was also entitled to seek recovery of some portion of its attorneys’ fees and costs. On July 3, 2023, the Ninth Circuit Court of Appeals issued its decision rejecting the distributor's arguments and denying all appellate relief to the distributor, which also rendered our cross-appeal moot. On November 15, 2023, the U.S. District Court for the Eastern District of California issued an order awarding the distributor approximately $4.4 million in connection with attorney's fees and costs the distributor allegedly incurred throughout the duration of this legal action. As a result of this order, we increased our accrual to $10.4 million as of November 30, 2023. On December 27, 2023, we paid the $6.0 million judgment, and then decreased our accrual to approximately $4.4 million. However, because we strongly disagree with the District Court's order awarding attorneys’ fees and costs to the distributor, we timely filed an appeal of this order with the Ninth Circuit Court of Appeals, which remains pending. This contingency remains a liability of the Company.
One of our subsidiaries in our Consumer reportable segment has been the subject of a lawsuit filed in the United States District Court for the District of Oregon in which a former supplier of that subsidiary alleged that the subsidiary breached certain contractual obligations, misappropriated trade secrets, and committed fraud in connection with an Exclusive Sales Agreement and a Mutual Settlement Agreement and Release executed in November 2015 and 2017, respectively. Our subsidiary denied, and continues to deny, these allegations.
A jury trial commenced in this matter on September 17, 2024. On September 27, 2024, the jury rendered a verdict against our subsidiary for $190.0 million, consisting of both compensatory and punitive damages. We believe that the jury verdict is not supported by the facts of the case or applicable law, is the result of significant trial error, and there are strong grounds for appeal. The District Court has not yet entered any judgment against our subsidiary in relation to the verdict. Once entered, we intend to vigorously challenge the verdict and judgment through appropriate post-trial motions and appellate processes.
As a result, we believe that the likelihood that the amount of the judgment will be affirmed is not probable. We currently estimate a range of possible outcomes between approximately $0.5 million and $190.0 million, and we accrued a liability as of August 31, 2024, at the low end of the range, as no amount within the range is a better estimate than any other amount. This amount is reflected in accrued losses, and selling, general and administrative expenses in our consolidated financial statements as of and for the six-month period ended November 30, 2024. The ultimate loss to the Company with respect to the litigation matter could be materially different from the amount the Company has accrued. The Company cannot predict or estimate the duration or ultimate outcome of this matter.
Gain on Business Interruption Insurance
In April 2021, there was a significant plant explosion at a key alkyd resin supplier which caused severe supply chain disruptions. As a result of this disruption, the Consumer segment incurred incremental costs and lost sales during fiscal 2021 and 2022. A claim for these losses was submitted under our business interruption insurance policy. During the first half of fiscal 2024, the Consumer segment recovered $11.1 million from insurance. These proceeds were recorded as a gain of $0.8 million and $11.1 million for the three- and six-month periods ending November 30, 2023, respectively. No such proceeds were received during the first half of fiscal 2025. The insurance gains are recorded as a reduction to SG&A expenses in our Consolidated Statements of Income, and the proceeds are included within cash flows from operating activities in our Consolidated Statement of Cash Flows.
NOTE 14 — SUPPLY CHAIN FINANCING
During the fourth quarter of 2024, we began offering a supplier finance program with a financial institution, in which suppliers may elect to receive early payment from the financial institution on invoices issued to RPM. The financial institution enters into separate arrangements with suppliers directly to participate in the program. We do not determine the terms or conditions of such arrangements or participate in the transactions between the suppliers and the financial institution. There are no assets pledged by RPM under the supplier finance program. Our responsibility is limited to making payments to the financial institution based on payment terms originally negotiated with the suppliers, regardless of whether the financial institution pays the supplier in advance of the original due date. The range of payment terms RPM negotiates with suppliers are consistent, regardless of whether a supplier participates in the supply chain finance program. RPM or the financial institution may terminate participation in the program upon at least 30 days’ notice.
The total amount due to the financial institution to settle supplier invoices under the supply chain finance program was $22.9 million and $32.9 million as of November 30, 2024 and May 31, 2024, respectively. These amounts are included within accounts payable on the Consolidated Balance Sheets.
NOTE 15 — REVENUE
We operate a portfolio of businesses that manufacture and sell a variety of product lines that include specialty paints, protective coatings, roofing systems, sealants and adhesives, among other things. We disaggregate revenues from the sales of our products and services based upon geographical location by each of our reportable segments, which are aligned by similar economic factors, trends and customers, which best depict the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. See Note 16, “Segment Information,” to the Consolidated Financial Statements for further details regarding our disaggregated revenues, as well as a description of each of the unique revenue streams related to each of our four reportable segments.
Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. The majority of our revenue is recognized at a point in time. However, we also record revenues generated under construction contracts, mainly in connection with the installation of specialized roofing and flooring systems and related services. For certain polymer flooring installation projects, we account for our revenue using the output method, as we consider square footage of completed flooring to be the best measure of progress toward the complete satisfaction of the performance obligation. In contrast, for certain of our roofing installation projects, we account for our revenue using the input method, as that method is the best measure of performance as it considers costs incurred in relation to total expected project costs, which essentially represents the transfer of control for roofing systems to the customer. In general, for our construction contracts, we record contract revenues and related costs as our contracts progress on an over-time model.
We have elected to apply the practical expedient to recognize revenue net of allowances for returns and any taxes collected from customers, which are subsequently remitted to governmental authorities. Payment terms and conditions vary by contract type, although our customers’ payment terms generally include a requirement to pay within 30 to 60 days of fulfilling our performance obligations. In instances where the timing of revenue recognition differs from the timing of invoicing, we have determined that our contracts generally do not include a significant financing component. We have elected to apply the practical expedient to treat all shipping and handling costs as fulfillment costs, as a significant portion of these costs are incurred prior to control transfer.
Significant Judgments
Our contracts with customers may include promises to transfer multiple products and/or services to a customer. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. For example, judgment is required to determine whether products sold in connection with the sale of installation services are considered distinct and accounted for separately, or not distinct and accounted for together with installation services and recognized over time.
We provide customer rebate programs and incentive offerings, including special pricing and co-operative advertising arrangements, promotions and other volume-based incentives. These customer programs and incentives are considered variable consideration and recognized as a reduction of net sales. Up-front consideration provided to customers is capitalized as a component of other assets and amortized over the estimated life of the contractual arrangement. We include in revenue variable consideration only to the extent that it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur when the variable consideration is resolved. In general, this determination is made based upon known customer program and incentive offerings at the time of sale and expected sales volume forecasts as it relates to our volume-based incentives. This determination is updated each reporting period. Certain of our contracts include contingent consideration that is receivable only upon the final inspection and acceptance of a project. We include estimates of such variable consideration in our transaction price. Based on historical experience, we consider the probability-based expected value method appropriate to estimate the amount of such variable consideration.
Our products are generally sold with a right of return, and we may provide other credits or incentives, which are accounted for as variable consideration when estimating the amount of revenue to recognize. Returns and credits are estimated at contract inception and updated at the end of each reporting period as additional information becomes available. We record a right of return liability to accrue for expected customer returns. Historical actual returns are used to estimate future returns as a percentage of current sales. Obligations for returns and refunds were not material individually or in the aggregate.
We offer assurance type warranties on our products as well as separately sold warranty contracts. Revenue related to warranty contracts that are sold separately is recognized over the life of the warranty term. Warranty liabilities for our assurance type warranties are discussed further in Note 13, “Contingencies and Accrued Losses,” to the Consolidated Financial Statements.
Contract Balances
Timing of revenue recognition may differ from the timing of invoicing customers. Our contract assets are recorded for products and services that have been provided to our customer but have not yet been billed and are included in prepaid expenses and other current assets in our Consolidated Balance Sheets. Our short-term contract liabilities consist of advance payments, or deferred revenue, and are included in other accrued liabilities in our Consolidated Balance Sheets.
Trade accounts receivable, net of allowances, and net contract assets consisted of the following:
(In thousands, except percentages)
$ Change
% Change
Trade accounts receivable, less allowances
(128,909
(9.1
%)
Contract assets
65,908
57,833
8,075
14.0
%
Contract liabilities - short-term
(42,997
(44,996
1,999
(4.4
Net Contract Assets
22,911
12,837
10,074
The $10.1 million increase in our net contract assets from May 31, 2024 to November 30, 2024, resulted primarily due to the timing of construction jobs in progress at November 30, 2024 versus May 31, 2024. During the three- and six-month periods ending November 30, 2024, we recognized $10.5 million and $33.1 million of revenue, which was included in contract liabilities as of May 31, 2024. During the three- and six-month periods ending November 30, 2023, we recognized $7.2 million and $28.5 million of revenue, which was included in contract liabilities as of May 31, 2023.
We also record long-term deferred revenue, which amounted to $82.8 million and $81.7 million as of November 30, 2024 and May 31, 2024, respectively. The long-term portion of deferred revenue is related to warranty contracts and is included in other long-term liabilities in our Consolidated Balance Sheets.
We have elected to adopt the practical expedient to not disclose the aggregate amount of transaction price allocated to performance obligations that are unsatisfied as of the end of the reporting period for performance obligations that are part of a contract with an original expected duration of one year or less.
We recognize an asset for the incremental costs of obtaining a contract with a customer if we expect the benefit of those costs to be longer than one year. As our contract terms are primarily one year or less in duration, we have elected to apply a practical expedient to expense costs as incurred for costs to obtain a contract with a customer when the amortization period would have been one year or less. These costs include our internal sales force compensation program and certain incentive programs as we have determined annual compensation is commensurate with annual sales activities.
Allowance for Credit Losses
Our primary allowance for credit losses is the allowance for doubtful accounts. The allowance for doubtful accounts reduces the trade accounts receivable balance to the estimated net realizable value equal to the amount that is expected to be collected. The allowance was based on assessments of current creditworthiness of customers, historical collection experience, the aging of receivables and other currently available evidence. Trade accounts receivable balances are written-off against the allowance if a final determination of uncollectibility is made. All provisions for allowances for doubtful collection of accounts are included in SG&A expenses.
The following tables summarize the activity for the allowance for credit losses for the three and six months ended November 30, 2024 and 2023:
49,106
56,584
48,763
49,482
Bad debt provision
5,981
2,892
6,928
10,588
Uncollectible accounts written off, net of recoveries
(1,429
(2,033
(2,215
(2,815
Translation adjustments
(987
(805
193
52,671
57,448
NOTE 16 — SEGMENT INFORMATION
We operate a portfolio of businesses and product lines that manufacture and sell a variety of specialty paints, protective coatings, roofing systems, flooring solutions, sealants, cleaners and adhesives. We manage our portfolio by organizing our businesses and product lines into four reportable segments as outlined below, which also represent our operating segments. Within each operating segment, we manage product lines and businesses which generally address common markets, share similar economic characteristics, utilize similar technologies and can share manufacturing or distribution capabilities. Our four operating segments represent components of our business for which separate financial information is available that is utilized on a regular basis by our chief operating decision maker in determining how to allocate the assets of the company and evaluate performance. These four 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 segment’s underlying businesses. We evaluate the profit performance of our segments primarily based on income before income taxes, but also look to earnings (loss) before interest and taxes (“EBIT”), as a performance evaluation measure because interest (income) expense, net is essentially related to corporate functions, as opposed to segment operations.
Our CPG reportable segment products and services are sold throughout North America and also account for a significant portion of our international sales. Our construction product lines are sold directly to manufacturers, contractors, distributors and end-users, including industrial manufacturing facilities, concrete and cement producers, public institutions and other commercial customers. Products and services within this reportable segment include construction sealants and adhesives, coatings and chemicals, roofing systems, concrete admixture and repair products, building envelope solutions, parking decks, insulated cladding, firestopping, flooring systems, and weatherproofing solutions.
Our PCG reportable segment products and services are sold throughout North America, as well as internationally, and are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. Products and services within this reportable segment include high-performance flooring solutions, corrosion control and fireproofing coatings, infrastructure repair systems and fiberglass reinforced plastic structures.
Our Consumer reportable segment manufactures and markets professional use and DIY products for a variety of mainly residential applications, including home improvement and personal leisure activities. Our Consumer reportable segment’s major manufacturing and distribution operations are located primarily in North America, along with a few locations in Europe, Australia and South America. Our Consumer reportable segment products are primarily sold directly to mass merchandisers, home improvement centers, hardware stores, paint stores, craft shops and through distributors. The Consumer reportable segment offers products that include specialty, hobby and professional paints; caulks; adhesives; cleaners; sandpaper and other abrasives; silicone sealants and wood stains.
Our SPG reportable segment products are sold throughout North America and internationally, primarily in Europe. Our SPG product lines are sold directly to contractors, distributors and end-users, such as industrial manufacturing facilities, public institutions and other commercial customers. The SPG reportable segment offers products that include restoration services equipment, colorants, nail enamels, factory applied industrial coatings, preservation products, and edible coatings and specialty glazes for pharmaceutical and food industries.
In addition to our four 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 any reportable segment. Assets related to the corporate/other category consist primarily of investments, prepaid expenses 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.
We reflect income from our joint ventures on the equity method and receive royalties from our licensees.
23
The following tables present a disaggregation of revenues by geography, and the results of our reportable segments consistent with our management philosophy, by representing the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.
CPGSegment
PCG Segment
ConsumerSegment
SPG Segment
Consolidated
Net Sales (based on shipping location)
United States
432,088
227,455
476,656
154,304
1,290,503
Canada
71,793
23,218
39,760
136,057
Europe
127,235
58,830
61,247
19,645
266,957
Latin America
59,000
10,304
6,872
828
77,004
Asia Pacific
29,950
5,712
8,789
44,451
Other Foreign
30,346
Total Foreign
258,028
152,648
113,591
30,548
554,815
690,116
380,103
590,247
184,852
395,961
221,486
469,353
145,956
1,232,756
70,181
25,301
39,601
1,303
136,386
126,915
58,452
57,646
20,905
263,918
68,693
8,572
7,127
701
85,093
33,852
4,960
8,117
46,929
27,193
265,789
153,370
109,334
31,026
559,519
661,750
374,856
578,687
176,982
970,981
451,025
986,324
303,659
2,711,989
147,123
48,018
85,905
2,205
283,251
248,425
116,135
123,116
38,054
525,730
117,578
19,455
12,821
1,608
151,462
59,394
10,555
13,891
83,840
57,835
513,126
300,837
232,397
55,758
1,102,118
1,484,107
751,862
1,218,721
359,417
905,294
447,814
1,020,106
299,719
2,672,933
149,342
49,547
85,941
2,432
287,262
254,871
122,122
118,512
41,381
536,886
135,032
17,713
14,142
1,316
168,203
63,185
9,590
13,085
85,860
52,988
539,245
305,555
228,185
58,214
1,131,199
1,444,539
753,369
1,248,291
357,933
24
Income (Loss) Before Income Taxes
CPG Segment
105,652
98,398
262,650
238,850
63,773
61,502
128,065
106,323
Consumer Segment
88,311
98,066
196,461
229,895
16,694
10,145
31,897
26,542
Corporate/Other
(61,448
(72,287
(115,640
(136,632
May 31,
Identifiable Assets
2,214,350
2,160,352
1,316,716
1,164,165
2,184,107
2,283,370
752,414
733,646
215,483
245,010
ITEM 2.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial statements include all of our majority-owned and controlled subsidiaries. Investments in less-than-majority-owned joint ventures over which we have the ability to exercise significant influence are accounted for under the equity method. 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 allowances for doubtful accounts; reserves for excess and obsolete inventories; allowances for recoverable sales and/or value-added taxes; uncertain tax positions; useful lives of property, plant and equipment; goodwill and other intangible assets; environmental, warranties 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, may differ materially from our estimates.
During the three months ended November 30, 2024, we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a net favorable income tax adjustment of $21.8 million, which is the net increase in the deferred income tax asset related to our U.S. foreign tax credit carryforwards. The adjustment is based on our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward period. It is possible that the net amount recorded could be adjusted if there are changes in U.S. income tax laws, regulations, case law, guidance or other positions issued by the Internal Revenue Service. Further, the net favorable adjustment could change based on our future results or the implementation, if any, of income tax planning.
A comprehensive discussion of the accounting policies and estimates that are the most critical to our financial statements are set forth in our Annual Report on Form 10-K for the year ended May 31, 2024.
BUSINESS SEGMENT INFORMATION
The following tables reflect the results of our reportable segments consistent with our management philosophy, and represent the information we utilize, in conjunction with various strategic, operational and other financial performance criteria, in evaluating the performance of our portfolio of businesses.
Income Before Income Taxes (a)
Interest (Expense), Net (b)
(898
(555
(1,364
(3,951
EBIT (c)
106,550
98,953
264,014
242,801
Interest Income, Net (b)
536
1,425
1,009
2,549
63,237
60,077
127,056
103,774
Interest (Expense) Income, Net (b)
(123
869
1,619
88,434
97,197
196,841
228,276
(119
104
(206
203
16,813
10,041
32,103
26,339
(Loss) Before Income Taxes (a)
(14,047
(26,902
(27,118
(44,858
(47,401
(45,385
(88,522
(91,774
Add: Provision for Income Taxes
Interest (Expense)
(23,177
(30,348
(47,611
(62,166
Investment Income, Net
8,526
5,289
19,552
17,728
227,633
220,883
531,492
509,416
(a) The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by GAAP, to EBIT.
(b) Interest Income (Expense), Net includes the combination of Interest Income (Expense) and Investment Income (Expense), Net.
(c) EBIT is a non-GAAP measure and 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 Income (Expense), Net is essentially related to corporate functions, 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, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest 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.
27
RESULTS OF OPERATIONS
Three months ended
(in millions, except percentages)
TotalGrowth
OrganicGrowth(1)
Acquisition &Divestiture Impact
Foreign CurrencyExchange Impact
690.1
661.7
4.3
4.9
0.1
(0.7
380.1
374.9
1.4
3.3
(1.1
(0.8
590.2
578.7
2.0
2.7
0.0
184.9
177.0
4.4
2.4
1.5
0.5
1,845.3
1,792.3
3.0
3.7
(0.1
(0.6
(1) Organic growth includes the impact of price and volume.
Our CPG segment generated organic sales growth during the second quarter of fiscal 2025, led by turnkey roofing systems which benefited from its restoration project focus, direct sales model, and high level of customer service. Sales growth was partially offset by unfavorable foreign exchange translation and delays in construction due to hurricane activity.
Our PCG segment generated organic sales growth during the second quarter of fiscal 2025, driven by the flooring and protective coatings businesses serving high-performance construction projects. This organic growth was strongest in Europe, which generated positive results from MAP initiatives. Growth in emerging markets was also strong, driven by demand from high-performance building and infrastructure projects. Unfavorable foreign exchange translation partially offset sales growth.
Our Consumer segment generated organic sales growth in the second quarter of fiscal 2025 driven by market share gains and improved DIY takeaway at retail, including the impact of favorable weather. Strong growth in international markets continued due to targeted marketing campaigns. Sales growth was partially offset by the rationalization of lower margin products and unfavorable foreign exchange translation.
Our SPG segment generated sales growth during the second quarter of fiscal 2025, which was driven by the disaster restoration business' response to hurricane activity and an acquisition in the first quarter of fiscal 2025 in the food coatings business.
Gross Profit Margin Our consolidated gross profit margin of 41.4% of net sales for the second quarter of fiscal 2025 compares to a consolidated gross profit margin of 41.7% for the comparable period a year ago. The current quarter gross profit margin decrease of approximately 0.3%, or 30 basis points ("bps"), resulted primarily from unfavorable sales mix and labor inflation, partially offset by our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence.
We expect moderate inflationary headwinds to be reflected in our results throughout the remainder of fiscal 2025.
SG&A Our consolidated SG&A expense during the period was $6.5 million higher versus the same period last year but decreased to 28.7% of net sales from 29.2% of net sales for the prior year quarter. These increases were primarily driven by $4.4 million of bad debt expense in our Consumer segment related to a retail customer bankruptcy, increased professional fees related to our MAP 2025 initiatives, merit increases and increased amortization related to our MAP 2025 program, partially offset by decreased bonus expense and healthcare costs. The prior period includes the $4.0 million expense related to the adverse legal ruling as described above in Note 13, "Contingencies and Other Accrued Losses," to the Consolidated Financial Statements.
Our CPG segment SG&A decreased approximately $4.4 million during the second quarter of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease was mainly due to MAP 2025 initiatives, reductions in warranty, bad debt and bonus expense, partially offset by merit increases.
Our PCG segment SG&A was approximately $3.7 million higher for the second quarter of fiscal 2025 versus the comparable prior year period and increased slightly as a percentage of net sales. The increase in expense was driven by increased commissions due to improved results, merit increases and increased R&D expense, partially offset by decreased SG&A related to divestitures in fiscal 2024.
Our Consumer segment SG&A increased by approximately $7.1 million during the second quarter of fiscal 2025 versus the same period last year and increased slightly as a percentage of net sales. The quarter-over-quarter increase in SG&A was primarily attributable to $4.4 million of bad debt expense related to a retail customer bankruptcy, along with increased amortization related to our MAP 2025 program, professional fees and IT expenses, partially offset by reductions in distribution costs.
Our SPG segment SG&A decreased approximately $4.5 million during the second quarter of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in SG&A expense is primarily attributable to the $4.0 million expense related to the adverse legal ruling in the prior period that did not recur in the current period, along with savings attributable to MAP initiatives.
28
SG&A expenses in our corporate/other category during the second quarter of fiscal 2025 increased approximately $4.6 million versus last year’s second quarter. This was mainly due to increased professional fees related to our MAP 2025 operational improvement initiatives and increased compensation, partially offset by decreased healthcare costs.
The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the three months ended November 30, 2024 and 2023, as the service cost component has a significant impact on our SG&A expense:
(in millions)
Change
12.3
12.4
12.1
11.3
0.8
(14.4
(12.9
(1.5
2.3
(2.1
Total Net Periodic Pension & Postretirement Benefit Costs
15.2
(2.9
We expect that pension expense will fluctuate on a year-to-year basis, depending upon the investment performance of plan assets and potential changes in interest rates, both of which are difficult to predict, but which may have a material impact on our consolidated financial results in the future.
Restructuring Charges
The following table summarizes restructuring charges recorded during the three months ended November 30, 2024 and November 30, 2023, related to our MAP 2025 initiative, which is a multi-year restructuring plan designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency:
5.7
1.1
1.9
Total Restructuring Costs
7.6
1.2
Most activities under MAP 2025 are anticipated to be completed by the end of fiscal 2025; however, we expect some costs to extend beyond this date. We currently expect to incur approximately $13.3 million of future additional charges related to the implementation of MAP 2025.
For further information and details about MAP 2025, see Note 3, “Restructuring,” to the Consolidated Financial Statements.
Interest expense
23.2
30.3
Average interest rate (a)
4.50
4.81
(a) The interest rate decrease was a result of lower market rates on the variable cost borrowings.
Change in interestexpense
Acquisition-related borrowings
0.7
Non-acquisition-related average debt reduction
(6.1
Change in average interest rate
(1.7
Total Change in Interest Expense
(7.1
See Note 5, “Investment (Income), Net,” to the Consolidated Financial Statements for details.
See Note 6, “Other (Income) Expense, Net,” to the Consolidated Financial Statements for details.
Income (Loss) Before Income Taxes (“IBT”)
% of net sales
105.7
15.3
98.4
14.9
63.8
16.8
61.5
16.4
88.3
15.0
98.1
16.9
16.7
9.0
10.1
Non-Op Segment
(61.5
(72.3
213.0
195.8
On a consolidated basis, our results reflect sales growth and MAP 2025 benefits. Our CPG segment results reflect sales growth and MAP 2025 benefits, partially offset by unfavorable mix. Our PCG segment results were driven by improved sales mix as well as other benefits of MAP 2025. Our Consumer segment results reflect $4.4 million of bad debt expense from a retail customer bankruptcy, along with increased restructuring costs and increased amortization related to our MAP 2025 program. The current period earnings decline was mitigated by sales growth and MAP 2025 benefits, along with the rationalization of lower margin products. Our SPG segment results reflect sales growth and MAP 2025 benefits. In addition, our prior period SPG results reflect the $4.0 million expense related to the adverse legal ruling. Our Non-Op segment results reflect reduced interest expense, pension non-service costs, and the favorable swing in investment returns, partially offset by increased compensation and professional fees related to our MAP 2025 operational improvement initiatives.
Income Tax Rate The effective income tax rate of 13.9% for the three months ended November 30, 2024 compares to the effective income tax rate of 25.5% for the three months ended November 30, 2023. The effective income tax rates for both periods reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.
Additionally, the effective income tax rate for the three-month period ended November 30, 2024, reflects adjustments made to our deferred income taxes. During the quarter ended November 30, 2024 we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax asset for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax asset associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.
(in millions, except percentages and per share amounts)
% of netsales
183.5
9.9
145.8
8.1
183.2
145.5
Diluted earnings per share
TotalGrowth (Decline)
OrganicGrowth (Decline)(1)
1,484.1
1,444.5
3.4
0.3
(1.0
751.9
753.4
(0.2
2.6
(1.6
(1.2
1,218.7
1,248.3
(2.4
(0.9
359.4
357.9
0.4
(1.3
3,814.1
3,804.1
(1) Organic growth (decline) includes the impact of price and volume.
Our CPG segment generated organic sales growth during the first half of fiscal 2025, led by turnkey roofing systems which benefited from its restoration project focus, direct sales model, and high level of customer service. Unfavorable foreign exchange translation and delays in construction due to hurricane activity partially offset sales growth.
Our PCG segment generated organic sales growth during the first half of fiscal 2025 when compared to the same prior year period. Organic sales growth was driven by the flooring and protective coatings businesses, which benefited from its focus on maintenance and restoration and specified solutions for high-performance new construction projects. This growth was strongest in Europe, which generated positive results from MAP initiatives. Growth in emerging markets was also strong, driven by demand from high-performance building and infrastructure projects. The divestiture of USL's Bridgecare services division in the first quarter of fiscal 2024 and unfavorable foreign exchange translation offset this sales growth.
Our Consumer segment experienced sales declines in the first half of fiscal 2025 driven by reduced DIY takeaway at retail, customer destocking, the rationalization of certain lower-margin products and unfavorable foreign exchange translation. This was partially offset by strong growth in international markets due to targeted marketing campaigns.
Our SPG segment experienced organic sales declines during the first half of fiscal 2025, which were driven by soft demand in specialty OEM markets. Sales declines were offset by growth from an acquisition in the food coatings business in the first quarter of fiscal 2025 and favorable foreign exchange translation.
Gross Profit Margin Our consolidated gross profit margin of 42.0% of net sales for the first half of fiscal 2025 compares to a consolidated gross profit margin of 41.5% for the comparable period a year ago. The current period gross profit margin increase of approximately 0.5%, or 50 bps, resulted primarily from our MAP 2025 initiatives, which generated incremental savings in procurement, manufacturing and commercial excellence that favorably impacted our gross margin, which were partially offset by labor inflation.
SG&A Our consolidated SG&A expense during the period was $1.7 million higher versus the same period last year and accounted for 27.7% of net sales, consistent with the prior year period. Merit increases, along with increased commissions, R&D costs and increased amortization related to our MAP 2025 program were primary drivers. Further, the prior period includes the $11.1 million gain on business interruption insurance proceeds which did not recur in the current period. This was partially offset by reduced bad debt expense, warranty expense, stock compensation expense and insurance costs, along with MAP savings. In addition, the prior period includes the $4.5 million loss on the sale of USL's Bridgecare services division and $4.4 million of expense related to the adverse legal ruling.
Our CPG segment SG&A decreased approximately $7.4 million during the first half of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in expense was mainly due to MAP savings and a decrease in warranty expense, bad debt expense and bonus expense, partially offset by increased commissions, along with merit increases.
Our PCG segment SG&A was approximately $8.3 million lower for the first half of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in expense was mainly due to a reduction in bad debt expense, along with the $4.5 million loss on the sale of USL's Bridgecare services division recorded during the prior year period, partially offset by merit increases.
Our Consumer segment SG&A increased by approximately $19.2 million during the first half of fiscal 2025 versus the same period last year and increased as a percentage of net sales. The period-over-period increase in SG&A was primarily attributable to the $11.1 million gain on business interruption insurance proceeds received in the prior period that did not recur in the current period, $4.4 million of bad debt expense related to a retail customer bankruptcy, increased amortization related to our MAP 2025 program, and merit increases, partially offset by MAP savings, along with decreased advertising costs and a reduction in variable distribution costs.
Our SPG segment SG&A decreased approximately $3.8 million during the first half of fiscal 2025 versus the comparable prior year period and decreased as a percentage of net sales. The decrease in SG&A expense is primarily attributable to the $4.4 million expense related to the adverse legal ruling in the prior period that did not recur in the current period, along with savings attributable to MAP, partially offset by investments in strategic growth initiatives.
SG&A expenses in our corporate/other category during the first half of fiscal 2025 increased approximately $2.0 million versus last year’s first half. This was mainly due to merit increases, increased bonus expense and professional fees related to our MAP 2025 operational improvement initiatives, partially offset by decreased insurance costs and reduced stock compensation expense.
The following table summarizes the retirement-related benefit plans’ impact on income before income taxes for the six months ended November 30, 2024 and 2023, as the service cost component has a significant impact on our SG&A expense:
31
24.7
24.2
22.7
(28.8
(25.8
(3.0
Prior service (credit)
4.6
8.8
(4.2
24.6
(5.7
The following table summarizes restructuring charges recorded during the six months ended November 30, 2024 and November 30, 2023, related to our MAP 2025 initiative, which is a multi-year restructuring plan designed to improve margins by streamlining business processes, reducing working capital, implementing commercial initiatives to drive improved mix, pricing discipline and salesforce effectiveness and improving operating efficiency:
12.2
0.2
4.5
14.8
7.7
47.6
62.2
4.54
4.76
1.0
(13.0
(2.6
(14.6
262.6
17.7
238.9
16.5
128.1
17.0
106.3
14.1
196.4
16.1
229.9
18.4
31.9
8.9
26.5
7.4
(115.6
(136.6
503.4
465.0
On a consolidated basis, our results reflect MAP 2025 benefits, including benefits generated from the commodity cycle. Our CPG segment results reflect sales growth and MAP 2025 benefits. Our PCG segment results reflect improved fixed-cost leverage from positive volumes, which were enhanced by MAP 2025 initiatives. In addition, our prior period PCG segment results reflect the $4.5 million loss on the sale of USL's Bridgecare services division, the $3.3 million impairment of an indefinite lived-intangible asset as described above in Note 3, "Restructuring," to the Consolidated Financial Statements, and higher bad debt expense. Our Consumer segment results reflect reduced fixed-cost absorption due to negative volumes, $4.4 million of bad debt expense from a retail customer bankruptcy, increased restructuring costs and increased amortization related to our MAP 2025 program, while our prior period results include the $11.1 million gain on business interruption insurance proceeds. The current period earnings decline was mitigated by improved operating efficiencies related to MAP 2025 and rationalization of lower margin products. Our SPG segment results reflect MAP 2025 benefits, partially offset by increased restructuring costs. In addition, our prior period SPG results reflect the $4.4 million expense related to the adverse legal ruling. Our Non-Op segment results reflect reduced interest expense, pension non-service costs, insurance costs and stock compensation expense, partially offset by increased employee related costs.
Income Tax Rate The effective income tax rate of 18.2% for the six months ended November 30, 2024 compares to the effective income tax rate of 25.3% for the six months ended November 30, 2023. The effective income tax rates for both periods reflect variances from the 21% statutory rate due to the unfavorable impact of state and local income taxes, non-deductible business expenses, and the net tax on foreign subsidiary income resulting from the global intangible low-taxed income provisions, partially offset by tax benefits related to equity compensation and foreign tax credits.
Additionally, the effective income tax rate for the six-month period ended November 30, 2024, reflects adjustments made to our deferred income taxes. During the quarter ended November 30, 2024 we reassessed certain of our income tax positions following recent developments in U.S. income tax case law. Based on our current analysis and interpretations, we recorded a gross favorable income tax adjustment of $43.9 million which reflects an increase in our deferred income tax asset for U.S. foreign tax credit carryforwards. Further, we assessed our ability to fully realize the deferred income tax assets associated with these incremental U.S. foreign tax credits during the respective carryforward periods. As of November 30, 2024, we concluded that a valuation allowance of $22.1 million should be recorded. The valuation allowance reduces the benefit for the aforementioned gross deferred tax asset adjustment to a net amount of $21.8 million, which reflects our current estimate of the amount of the deferred tax asset for these credits we expect to realize during the carryforward periods.
412.0
10.8
347.1
9.1
410.9
346.6
33
LIQUIDITY AND CAPITAL RESOURCES
Fiscal 2025 Compared with Fiscal 2024
Operating Activities
Approximately $527.5 million of cash was provided by operating activities during the first six months of fiscal 2025, compared with $767.8 million of cash provided by operating activities during the same period last year. The net change in cash from operations includes the change in net income, which increased by $64.9 million during the first six months of fiscal 2025 versus the same period during fiscal 2024.
During the first six months of fiscal 2025, the change in accounts receivable provided approximately $149.7 million less cash than the first six months of fiscal 2024. This was primarily due to the timing of sales. Average days sales outstanding (“DSO”) at November 30, 2024, decreased to 61.2 days from 63.0 days at November 30, 2023.
During the first six months of fiscal 2025, the change in inventory used approximately $80.2 million more cash compared to spending during the same period a year ago. This is due to increased inventory purchases compared to the prior year period when our operating segments were using safety stock built up in response to supply chain outages and raw material inflation. Average days of inventory outstanding (“DIO”) at November 30, 2024 decreased to 78.4 days from 86.9 days at November 30, 2023.
The change in accounts payable during the first six months of fiscal 2025 used approximately $46.2 million less cash than during the first six months of fiscal 2024. This is associated with working capital efficiencies enabled by MAP 2025 initiatives, including improved procurement practices. Average days payables outstanding (“DPO”) increased to 87.8 days at November 30, 2024 from 81.2 days at November 30, 2023.
Investing Activities
For the first six months of fiscal 2025, cash used for investing activities increased by $86.9 million to $198.5 million as compared to $111.6 million in the prior year period. This year-over-year increase in cash used for investing activities was driven primarily by a $70.2 million increase in cash used for business acquisitions.
We paid for capital expenditures of $100.7 million and $89.3 million during the first six months of fiscal 2025 and fiscal 2024, respectively. Our capital expenditures facilitate our continued growth, allow us to achieve production and distribution efficiencies, expand capacity, introduce new technology, improve environmental health and safety capabilities, improve information systems, and enhance our administration capabilities. We continue to invest capital spending in growth initiatives and to improve operational efficiencies in fiscal 2025.
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, 2024 and May 31, 2024, the fair value of our investments in available-for-sale debt securities and marketable equity securities, which includes captive insurance-related assets, totaled $177.2 million and $154.3 million, respectively.
As of November 30, 2024, approximately $216.4 million of our consolidated cash and cash equivalents were held at various foreign subsidiaries, compared with $215.2 million at May 31, 2024. Undistributed earnings held at our foreign subsidiaries that are considered permanently reinvested will be used, for instance, to expand operations organically or for acquisitions in foreign jurisdictions. Further, our operations in the U.S. generate sufficient cash flow to satisfy U.S. operating requirements. Refer to Note 7, “Income Taxes,” to the Consolidated Financial Statements for additional information regarding unremitted foreign earnings.
Financing Activities
For the first six months of fiscal 2025, financing activities used $286.4 million of cash, which compares to cash used for financing activities of $610.3 million during the first six months of fiscal 2024. The overall decrease in cash used for financing activities was driven principally by debt-related activities. During the first six months of fiscal 2025, we repaid the $130.0 million outstanding on our accounts receivable securitization program ("AR Program"), compared to payments of $175.0 million in the prior year period. In addition, we borrowed $25.1 million on our revolving credit facility during the first six months of fiscal 2025, compared to payments of $270.2 million in the prior year period. See below for further details on the significant components of our debt.
Our available liquidity, including our cash and cash equivalents and amounts available under our committed credit facilities, stood at $1.50 billion and $1.36 billion as of November 30, 2024 and May 31, 2024, respectively.
34
Revolving Credit Agreement
In August 2022, we amended our $1.3 billion unsecured syndicated revolving credit facility (the "Revolving Credit Facility"), which was set to expire on October 31, 2023. The amendment extended the expiration date to August 1, 2027 and increased the borrowing capacity to $1.35 billion. The Revolving Credit Facility bears interest at either the base rate or benchmark interest rate (i.e. the adjusted Secured Overnight Financing Rate (SOFR) for USD denominated debt), as defined, at our option, plus a spread determined by our debt rating. The Revolving Credit Facility includes sublimits for the issuance of swingline loans, which are comparatively short-term loans used for working capital purposes and letters of credit. The Revolving Credit Facility is available to refinance existing indebtedness, to finance working capital and capital expenditures, and for general corporate purposes.
The Revolving Credit Facility requires us to comply with various customary affirmative and negative covenants, including a leverage covenant (i.e. Net Leverage Ratio) and interest coverage ratio, which are calculated in accordance with the terms as defined by the Revolving Credit Facility. Under the terms of the leverage covenant, we may not permit our leverage ratio for total indebtedness to consolidated EBITDA for the four most recent fiscal quarters to exceed 3.75 to 1.00. During certain periods and per the terms of the Revolving Credit Facility, this ratio may be increased to 4.25 to 1.00 upon delivery of a notice to our lender requesting an increase to our maximum leverage or in connection with certain “material acquisitions.” The minimum required consolidated interest coverage ratio for EBITDA to interest expense is 3.50 to 1.00. The interest coverage ratio is calculated at the end of each fiscal quarter for the four fiscal quarters then ended using EBITDA as defined in the Revolving Credit Facility.
As of November 30, 2024, we were in compliance with all financial covenants contained in our Revolving Credit Facility, including the Net Leverage Ratio and Interest Coverage Ratio covenants. At that date, our Net Leverage Ratio was 1.45 to 1.00, while our Interest Coverage Ratio was 12.02 to 1.00. As of November 30, 2024, we had $984.9 million of borrowing availability on our Revolving Credit Facility.
Our access to funds under our Revolving Credit Facility is dependent on the ability of the financial institutions that are parties to the Revolving Credit Facility to meet their funding commitments. Those financial institutions may not be able to meet their funding commitments if they experience shortages of capital and liquidity or if they experience excessive volumes of borrowing requests within a short period of time. Moreover, the obligations of the financial institutions under our Revolving Credit Facility are several and not joint and, as a result, a funding default by one or more institutions does not need to be made up by the others.
Accounts Receivable Securitization Program
As of November 30, 2024, we did not have an outstanding balance under our AR Program, compared to the maximum availability of $250.0 million. In December 2024, we provided written notice to our lenders to reduce the maximum availability from $250.0 million to $50.0 million.
The AR Program contains various customary affirmative and negative covenants, as well as customary default and termination provisions. Our failure to comply with the covenants described above and other covenants contained in the Revolving Credit Facility could result in an event of default under that agreement, entitling the lenders to, among other things, declare the entire amount outstanding under the Revolving Credit Facility to be due and payable immediately. The instruments governing our other outstanding indebtedness generally include cross-default provisions that provide that, under certain circumstances, an event of default that results in acceleration of our indebtedness under the Revolving Credit Facility will entitle the holders of such other indebtedness to declare amounts outstanding immediately due and payable. See “Revolving Credit Agreement” above for details on our compliance with all significant financial covenants at November 30, 2024.
Stock Repurchase Program
See Note 9, “Stock Repurchase Program,” to the Consolidated Financial Statements, for further detail surrounding our stock repurchase program.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet financings. We have no subsidiaries that are not included in our financial 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 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) global and regional 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 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, the ability to identify additional cost savings opportunities, and the risks of failing to meet any other objectives of our improvement plans; (j) risks related to the adequacy of our contingent liability reserves; (k) risks relating to a public health crisis similar to the Covid pandemic; (l) risks related to acts of war similar to the Russian invasion of Ukraine; (m) risks related to the transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary goals or regulatory requirements; (n) risks related to our or our third parties' use of technology including artificial intelligence, data breaches and data privacy violations; (o) the shift to remote work and online purchasing and the impact that has on residential and commercial real estate construction; and (p) other risks detailed in our filings with the Securities and Exchange Commission, including the risk factors set forth in our Form 10-K for the year ended May 31, 2024, 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, 2024.
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, 2024 (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 Commission’s 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.
There were no changes in our internal control over financial reporting that occurred during the fiscal quarter ended November 30, 2024 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
Environmental Proceedings
Like other companies participating in similar lines of business, some of our subsidiaries are identified as a “potentially responsible party” under the federal Comprehensive Environmental Response, Compensation and Liability Act and similar local environmental statutes or are participating in the cost of certain clean-up efforts or other remedial actions relating to environmental matters. Our share of such costs to date, however, has not been material and management believes that these environmental proceedings will not have a material adverse effect on our consolidated financial condition or results of operations. See “Item 1 — Business — Environmental Matters,” in our Annual Report on Form 10-K for the year ended May 31, 2024.
As permitted by SEC rules, and given the size of our operations, we have elected to adopt a quantitative threshold for environmental proceedings of $1 million. On December 19, 2024, a subsidiary in our Consumer segment received informal notification from the U.S. Environmental Protection Agency of the agency's intent to issue a civil penalty for alleged violation of the Toxic Substances Control Act Section 6 regulatory standard related to 2021 sales of a consumer product allegedly containing a regulated substance. Based on information currently known, we are not able to estimate the outcome of this matter or a possible range of loss, if any.
ITEM 1A.RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the other risk factors disclosed in Item 1A of our Annual Report on Form 10-K for the fiscal year ended May 31, 2024.
ITEM 2.UNREGISTERED SALE OF EQUITY SECURITIES AND USE OF PROCEEDS
The following table presents information about repurchases of RPM International Inc. common stock made by us during the second quarter of fiscal 2025:
Maximum
Total Number
Dollar Amount
of Shares
that
Purchased as
May Yet be
Part of Publicly
Purchased
Average
Announced
Under the
Price Paid
Plans or
Period
Purchased(1)
Per Share
Programs
Programs(2)
September 1, 2024 through September 30, 2024
October 1, 2024 through October 31, 2024
5,862
128.54
November 1, 2024 through November 30, 2024
128,869
135.79
Total - Second Quarter
134,731
135.47
(1) All of the 5,862 shares of common stock that were disposed of back to us during the three-month period ended November 30, 2024 were in satisfaction of tax obligations related to the vesting of restricted stock, which was granted under RPM International Inc.'s equity and incentive plans.
(2) The maximum dollar amount that may yet be repurchased under our program was approximately $227.3 million at November 30, 2024. Refer to Note 9, “Stock Repurchase Program,” to the Consolidated Financial Statements for further information regarding our stock repurchase program.
ITEM 5.OTHER INFORMATION
During the quarter ended November 30, 2024, no Director or Section 16 officer adopted or terminated any Rule 10b5-1 trading arrangements or non-Rule 10b5-1 trading arrangements, nor do any of the Directors or Section 16 officers currently maintain any such arrangements.
ITEM 6.EXHIBITS
Exhibit
Description
RPM International Inc. 2024 Omnibus Equity and Incentive Plan, which is incorporated by reference to Appendix B to the Company’s Definitive Proxy Statement, as filed with the Securities and Exchange Commission on August 22, 2024 (File No. 1-14187)
31.1
Rule 13a-14(a) Certification of the Company’s Chief Executive Officer.(x)
31.2
Rule 13a-14(a) Certification of the Company’s Chief Financial Officer.(x)
32.1
Section 1350 Certification of the Company’s Chief Executive Officer.(x)
32.2
Section 1350 Certification of the Company’s Chief Financial Officer.(x)
101.INS
Inline XBRL Instance Document- the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH
Inline XBRL Taxonomy Extension Schema With Embedded Linkbase Documents.
The cover page from the Company’s Quarterly Report on Form 10-Q for the quarter ended November 30, 2024, has been formatted in Inline XBRL
(x) Filed herewith.
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.
By:
/s/ Frank C. Sullivan
Frank C. Sullivan
Chairman and Chief Executive Officer
/s/ Russell L. Gordon
Russell L. Gordon
Vice President and
Chief Financial Officer
Dated: January 7, 2025