<PAGE> 1
Page 1 of 16
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[x] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 FOR THE QUARTERLY PERIOD ENDED NOVEMBER 30, 1998 or
___ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the transition period from ___ to ___.
Commission File No. 0-5132
------
RPM, INC.
- --------------------------------------------------------------------------------
(Exact name of Registrant as specified in its charter)
Ohio 34-6550857
- ---------------------------------- -----------------------------------
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
P.O. Box 777; 2628 Pearl Road; Medina, Ohio 44258
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code (330) 273-5090
- --------------------------------------------------------------------------------
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports) and (2) has been subject to the
filing requirements for the past 90 days.
Yes x No
--- ---
As of January 11, 1999, 110,724,474 RPM, Inc. Common Shares were
outstanding.
<PAGE> 2
RPM, INC. AND SUBSIDIARIES
--------------------------
INDEX
-----
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page No.
------- --------------------- --------
<S> <C>
Consolidated Balance Sheets
November 30, 1998 and May 31, 1998 3
Consolidated Statements of Income
Six Months and Three Months Ended November 30, 1998 and 1997 4
Consolidated Statements of Cash Flows
Six Months Ended November 30, 1998 and 1997 5
Notes to Consolidated Financial Statements 6
Management's Discussion and Analysis of Results
of Operations and Financial Condition 8
PART II. OTHER INFORMATION 13
---------------------------
</TABLE>
<PAGE> 3
3
PART I. -- FINANCIAL INFORMATION
--------------------------------
ITEM 1. -- FINANCIAL STATEMENTS
-------------------------------
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED BALANCE SHEETS
---------------------------
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
ASSETS
------
November 30, 1998 May 31, 1998
------------------ ------------------
<S> <C> <C>
Current Assets
Cash and short-term investments $ 68,725 $ 40,783
Trade accounts receivable (less allowance for doubtful
accounts $13,557 and $12,718) 306,873 332,944
Inventories 239,513 243,249
Prepaid expenses and other current assets 64,060 55,498
------------------ ------------------
Total current assets 679,171 672,474
------------------ ------------------
Property, Plant and Equipment, At Cost 543,461 515,910
Less: accumulated depreciation and amortization 223,587 210,013
------------------ ------------------
Property, plant and equipment, net 319,874 305,897
------------------ ------------------
Other Assets
Costs of businesses over net assets acquired, net of amortization 426,909 423,304
Intangible assets, net of amortization 228,455 232,614
Equity in unconsolidated affiliates 18,583 20,536
Other 33,382 28,454
------------------ ------------------
Total other assets 707,329 704,908
------------------ ------------------
Total Assets $ 1,706,374 $ 1,683,279
================== ==================
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Current Liabilities
Current portion of long term debt $ 3,410 $ 6,316
Accounts payable and notes payable 117,353 119,882
Accrued compensation and benefits 47,552 52,941
Accrued loss reserves 39,452 43,332
Other accrued liabilities 46,713 51,383
Income taxes payable 3,261 11,915
------------------ ------------------
Total current liabilities 257,741 285,769
------------------ ------------------
Long-term Liabilities
Long-term debt, less current maturities 575,289 715,689
Deferred income taxes 56,497 58,059
Other long-term liabilities 61,866 56,704
------------------ ------------------
Total long-term liabilities 693,652 830,452
------------------ ------------------
Shareholders' Equity
Common shares, stated value $.015 per share;
authorized 200,000,000 shares;
issued and outstanding 110,714,000
and 100,254,000 shares, respectively 1,610 1,460
Paid-in capital 423,536 264,508
Retained earnings 343,228 314,911
Accumulated other comprehensive income:
Cumulative translation adjustment (13,393) (13,821)
------------------ ------------------
Total shareholders' equity 754,981 567,058
------------------ ------------------
Total Liabilities And Shareholders' Equity $ 1,706,374 $ 1,683,279
================== ==================
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
<PAGE> 4
4
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
November 30, November 30,
----------------------- -----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net Sales $ 863,857 $ 812,810 $ 415,725 $ 397,757
Cost of Sales 471,572 448,345 227,842 220,393
---------- ---------- ---------- ----------
Gross Profit 392,285 364,465 187,883 177,364
Selling, General and Administrative
Expenses 284,254 258,455 142,974 130,308
Interest Expense, Net 18,471 19,696 8,723 9,761
---------- ---------- ---------- ----------
Income Before Income Taxes 89,560 86,314 36,186 37,295
Provision for Income Taxes 36,624 36,683 14,474 15,850
---------- ---------- ---------- ----------
Net Income $ 52,936 $ 49,631 $ 21,712 $ 21,445
========== ========== ========== ==========
Basic earnings per common share $ 0.49 $ 0.51 $ 0.20 $ 0.22
========== ========== ========== ==========
Diluted earnings per common share $ 0.48 $ 0.47 $ 0.20 $ 0.21
========== ========== ========== ==========
Dividends per common share $ 0.2295 $ 0.216 $ 0.1175 $ 0.112
========== ========== ========== ==========
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
<PAGE> 5
5
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended November 30,
----------------------------------
1998 1997
--------------- ---------------
<S> <C> <C>
Cash Flows From Operating Activities:
Net Income $ 52,936 $ 49,631
Depreciation and amortization 28,909 26,672
Items not affecting cash and other 2,366 (3,481)
Changes in operating working capital 2,042 (15,201)
--------------- ---------------
86,253 57,621
--------------- ---------------
Cash Flows From Investing Activities:
Additions to property and equipment (30,977) (18,377)
Sale of business assets, net of cash transferred -- 130,809
Acquisition of new businesses, net of cash (21,188) --
--------------- ---------------
(52,165) 112,432
--------------- ---------------
Cash Flows From Financing Activities:
Proceeds from stock option exercises 2,136 668
Increase (decrease) in debt 16,337 (143,074)
Dividends (24,619) (21,200)
--------------- ---------------
(6,146) (163,606)
--------------- ---------------
Net Increase (Decrease) in Cash 27,942 6,447
Cash at Beginning of Period 40,783 37,442
--------------- ---------------
Cash at End of Period $ 68,725 $ 43,889
=============== ===============
Supplemental Schedule of Non-Cash Investing and Financing Activities:
- ---------------------------------------------------------------------
Conversion of Debt to Equity $ 157,042 --
Interest accreted on LYONs $ 1,696 $ 4,743
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
<PAGE> 6
6
RPM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1998
(Unaudited)
(In thousands, except per share amounts)
NOTE A - BASIS OF PRESENTATION
- ------------------------------
The accompanying unaudited financial statements have been prepared in accordance
with the instructions to Form 10-Q and do not include all of the information and
notes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal, recurring accruals) considered necessary for a fair presentation have
been included for the six and three months ended November 30, 1998 and November
30, 1997. For further information, refer to the consolidated financial
statements and notes included in the Company's Annual Report on Form 10-K for
the year ended May 31, 1998.
Certain reclassifications have been made to prior year amounts to conform with
the current year presentation.
NOTE B - INVENTORIES
- --------------------
Inventories were composed of the following major classes:
<TABLE>
<CAPTION>
November 30, May 31,
1998(1) 1998
------------ ------
<S> <C> <C>
Raw material and supplies $ 75,988 $ 77,173
Finished goods 163,525 166,076
-------- --------
$239,513 $243,249
======== ========
</TABLE>
(1) Estimated, based on components at May 31, 1998
NOTE C - ACQUISITIONS
- ---------------------
On March 31, 1998, the Company acquired all the outstanding shares of The Flecto
Company, Inc. Flecto, headquartered in Oakland, California, is a leading
manufacturer of wood finishes and wood finishing equipment for the retail
do-it-yourself wood and floor finishing markets.
This acquisition as well as several small product line acquisitions have been
accounted for by the purchase method of accounting. The following data
summarizes, on an unaudited pro-forma basis, the combined results of operations
of the companies for the six months and three months ended November 30, 1997.
The pro-forma amounts give effect to appropriate
<PAGE> 7
7
RPM, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOVEMBER 30, 1998
(Unaudited)
(In thousands, except per share amounts)
adjustments resulting from the combination, but are not necessarily indicative
of future results of operations or of what results would have been for the
combined companies.
<TABLE>
<CAPTION>
For The Six For The Three
Months Ended Months Ended
11/30/97 11/30/97
------------ -------------
<S> <C> <C>
Net Sales $835,245 $408,644
======== ========
Net Income $ 50,323 $ 21,954
======== ========
Basic earnings per common share $.50 $.22
==== ====
Diluted earnings per common share $.47 $.21
==== ====
</TABLE>
NOTE D - COMPREHENSIVE INCOME
- -----------------------------
As of June 1, 1998, the Company adopted Statement of Financial Accounting
Standards (SFAS) No. 130, "Reporting Comprehensive Income", which establishes
new rules for the reporting and display of comprehensive income and its
components. The adoption of this statement had no impact on the Company's net
income or shareholders' equity. The November 30, 1998 and May 31, 1998 financial
statements have been reclassified to conform to the requirements of SFAS No.
130.
This statement requires other comprehensive income to included foreign currency
translation adjustments, currently the Company's only type of other
comprehensive income. Accordingly, total comprehensive income, comprised of net
income and other comprehensive income, amounted to $24,111 and $23,456 during
the second quarter of fiscal years 1999 and 1998, respectively, and $53,364 and
$47,405 for the six months ended November 30, 1998 and 1997, respectively.
<PAGE> 8
8
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SIX MONTHS ENDED NOVEMBER 30, 1998
----------------------------------
RESULTS OF OPERATIONS
- ---------------------
The Company's sales and earnings were ahead 5% and 2%, respectively, in the
second quarter and 6% and 7%, respectively, in the first six months of the
current fiscal year, compared to last year's results.
The acquisition of The Flecto Company, Inc. ("Flecto") on March 31, 1998, and
several smaller acquisitions and joint ventures, net of several small
divestitures, generated the sales growth in the second quarter and approximately
60% of the sales increase in the first six months, compared to last year. Higher
unit volume from existing operations generated the balance of sales growth in
the first six months, favoring the consumer lines over the industrial lines.
Prices have been fairly steady from year-to-year. Exchange rate differences had
a slight negative effect on sales this year versus last, and should the dollar
continue to strengthen, this trend may continue.
Sales were flat among existing operations during the second quarter. Economic
concerns resulted in many industrial projects being delayed and inventories
being managed by a number of accounts. There were also continuing negative
effects on exports from the stronger dollar and the economic crises in the Far
East and certain other regions. More recently, however, domestic sales are
strengthening compared with last year and the outlook is improving.
Additionally, the Company has initiated a cost reduction program which began
early on in the second quarter.
The gross profit margin has strengthened from last year, with the second quarter
achieving a 45.2% margin compared with 44.6% a year ago, bringing the first six
months this year to 45.4% compared with 44.8% last year. The majority of this
improvement comes from the successful restructuring of Tremco operations since
their February 1997 acquisition. Additionally, there were certain lower raw
material costs. The stronger U.S. dollar on goods sourced outside the U.S. has
also had a positive impact. The balance of the improvement comes from the
comparatively higher net margins of Flecto and other acquisitions. These
positive effects have more than offset certain volume-driven lower margins
within the consumer lines.
The Company's selling, general and administrative expenses increased to 34.4% of
sales in the second quarter from 32.8% a year ago, and to 32.9% after six months
compared with 31.8% last year. Existing operations are continuing their planned
increases in promotional and other growth-related spending. The consumer lines,
in particular, are continuing to incur higher freight and handling costs to meet
increasing demands from their customers for smaller, more frequent shipments.
Flecto and the other small acquisitions account for the remainder of these
differences, having proportionately higher costs, collectively, in this category
along with their acquisition-related expenses.
The August 10, 1998 redemption of the Company's convertible debt securities
(refer to Capital Resources and Liquidity) has resulted in $2.4 million less
interest expense so far this year, more than offsetting $2.2 million of
additional interest expense from increased indebtedness to acquire Flecto and
other smaller acquisitions. Debt repayments throughout the past year,
<PAGE> 9
9
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SIX MONTHS ENDED NOVEMBER 30, 1998
----------------------------------
higher interest income, and slightly lower interest rates between years further
reduced net interest expense, comparatively.
The tax rate has improved this year from reduced foreign taxes, proportionately
lower state and local taxes in the U.S., and more favorable tax treatment of the
Company's exports from the U.S.
The Company's current year basic earnings per share are affected by the issuance
of common shares in connection with the redemption of the Company's convertible
debt securities earlier this year. Diluted earnings per share have been impacted
by a comparatively lower interest expense add-back related to the redeemed
convertible securities. This redemption is the principal cause of the
comparative difference between the changes in net income and earnings per share
between periods.
The Company's foreign sales and results of operations are subject to the impact
of foreign currency fluctuations. As most of the Company's foreign operations
are in countries with fairly stable currencies, such as the United Kingdom,
Belgium and Canada, this effect has not been material. In addition, foreign debt
is denominated in the respective foreign currency, thereby eliminating any
related translation impact on earnings. If the dollar continues to strengthen,
the Company's foreign results of operations will be negatively impacted, but the
effect is not expected to be material. The Company does not currently hedge
against the risk of exchange rate fluctuations.
On January 1, 1999, eleven of the fifteen members of the European Union adopted
a new European currency unit (the "Euro") as their common legal currency. The
participating countries national currencies will remain legal tender as
denominations of the Euro from January 1, 1999 through January 1, 2002, and the
exchange rates between the Euro and such national currency units will be fixed.
The Company has assessed the potential impact of the Euro currency conversion on
its operating results and financial condition. The impact of pricing differences
and country-to-country indebtedness is not expected to be material. The Company
is planning to convert its own European operations to the Euro currency basis
effective June 1, 1999.
CAPITAL RESOURCES AND LIQUIDITY
- -------------------------------
CASH PROVIDED FROM OPERATIONS
The Company generated cash from operations of $86 million during the first six
months of the current fiscal year, up from $58 million during the same period
last year. Other than the positive impact of higher earnings and certain timing
differences, the main difference between years is related to the buildup of
certain inventories last year to accommodate increased consumer business. The
Company's strong cash flow from operations continues to be its primary source of
financing internal growth, with limited use of short-term credit.
<PAGE> 10
10
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SIX MONTHS ENDED NOVEMBER 30, 1998
----------------------------------
INVESTING ACTIVITIES
The Company is not capital intensive. Capital expenditures are made primarily to
accommodate the Company's continued growth through improved production and
distribution efficiencies and capacity, and to enhance administration. Capital
expenditures generally do not exceed depreciation and amortization in a given
year.
The Company has invested $21 million in the acquisition of several small, mostly
foreign, businesses and assets this year, net of cash acquired. The Company
historically has acquired complementary businesses and this trend is expected to
continue.
FINANCING ACTIVITIES
During the past six months, $22 million of additional debt was incurred related
to the acquisitions, and $6 million of debt was repaid.
The Company's redemption of its Liquid Yield Option Notes (LYONs), effective
August 10, 1998, resulted in a $159 million decrease in long-term debt and a
similar increase in shareholders' equity. The Company's revolving credit
facility was used to fund the LYONs securities redeemed for cash in the amount
of approximately $32 million. The Company's debt-to-capital ratio has
strengthened to 43% as a result of this redemption.
The stronger dollar effect on the Company's foreign net assets has tended to
reduce shareholders' equity and this trend could continue, if the dollar
continues to strengthen and the growth of net assets continues.
The Company maintains excellent relations with its banks and other financial
institutions to further enable the financing of future growth opportunities.
YEAR 2000 READINESS DISCLOSURE
- ------------------------------
The Year 2000 issue results from date sensitive computer programs that
improperly handle dates beyond 1999. This issue will impact virtually every
business that relies on a computer, including government agencies, utilities and
other basic service providers, which are outside the Company's control. The
Company, which is highly decentralized and comprised of multiple autonomous
operating companies, is not dependent on one integrated system. If, however,
these companies do not become Year 2000 compliant, the Company's operations may
be substantially disrupted. Since 1997, the Company (and each of its operating
companies) have been addressing their computer systems to become Year 2000
compliant and is now updating the board of directors on a regular basis.
The Company continues to work with its operating companies to ensure that their
Year 2000 issues are addressed on a company-wide basis which includes: (1)
internal Information Technology ("IT") systems such as any hardware and software
used to process
<PAGE> 11
11
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SIX MONTHS ENDED NOVEMBER 30, 1998
----------------------------------
daily operational data and information; (2) non-IT systems or embedded
technology such as micro-controllers contained in various manufacturing and lab
equipment; and (3) Year 2000 compliance of key suppliers and customers,
especially as it relates to electronic data interchange. The Company has
utilized both internal and external resources to address these areas.
The Company has made substantial progress toward completion of their Year 2000
remediation work and expects to be Year 2000 compliant on its internal IT
systems within this current fiscal year. The Company continues to contact key
third parties and assess its non-IT systems, however it has plans in place to
address this area as well. The Company also recognizes the need for and will be
developing contingency plans should it or key third parties not be Year 2000
compliant. If needed, IT and non-IT systems, modifications or conversions are
not made on a timely basis, including third party systems, and/or contingency
plans not implemented, the Year 2000 issue may have a material adverse impact on
the Company's operations.
Since 1997, the Company has spent, for Year 2000 compliance efforts,
approximately $3,000,000, of which $300,000 was used to remediate existing
systems, and $2,700,000 was used towards replacement systems. Many of the
replacement systems, which were already Year 2000 compliant, have been installed
to help improve business processing. The Company continues to regularly monitor
the progress made by each of its operations to become Year 2000 compliant. Based
on the Year 2000 remediation efforts to date, the Company continues to believe
that it will spend an additional $2,500,000 to complete its Year 2000 compliance
efforts, of which $200,000 will be used to remediate existing systems, and
$2,300,000 will be used towards replacement systems. The Company's Year 2000
costs do not include time and costs that may be incurred as a result of failure
of any third-party not becoming Year 2000 compliant or costs to implement any
contingency plans.
The Company's estimated future costs for Year 2000 were made using various
assumptions including the continued availability of certain resources, Year 2000
modification plans, implementation success by key third-parties and other
factors. Unforeseen changes or developments may occur that could affect the
Company's estimates of the amount of time and costs necessary to modify and test
its IT and non-IT systems for Year 2000 compliance. These developments include,
but are not limited to, the availability and cost of personnel trained in this
area and the ability to locate and correct all relevant computer codes. This
Year 2000 disclosure statement is intended to be covered by and fall within the
meaning of the recently enacted "Year 2000 Readiness Disclosure Act."
FORWARD-LOOKING STATEMENTS
- --------------------------
The foregoing discussion includes forward-looking statements relating to the
business of the Company. These forward-looking statements, or other statements
made by the Company, are made based on management's expectations and beliefs
concerning future events impacting the Company and are subject to uncertainties
and factors (including those specified below) which are difficult to predict
and, in many instances, are beyond the
<PAGE> 12
12
RPM, INC. AND SUBSIDIARIES
--------------------------
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
---------------------------------------
RESULTS OF OPERATIONS AND FINANCIAL CONDITION
---------------------------------------------
SIX MONTHS ENDED NOVEMBER 30, 1998
----------------------------------
control of the Company. As a result, actual results of the Company could differ
materially from those expressed in or implied by any such forward-looking
statements. These uncertainties and factors include (a) the price and supply of
raw materials, particularly titanium dioxide, certain resins, aerosols and
solvents; (b) continued growth in demand for the Company's products; (c) risks
associated with environmental liability inherent in the nature of a chemical
coatings business; (d) the effect of changes in interest rates; (e) the effect
of fluctuations in currency exchange rates upon the Company's foreign
operations; (f) the effect of non-currency risks of investing in and conducting
operations in foreign countries, including those relating to political, social,
economic and regulatory factors; (g) the impact of future acquisitions; (h) the
potential future impact of Year 2000 related software conversion issues; the
potential impact of the Company's suppliers, customers and other third parties
ability to identify and resolve their own Year 2000 obligations in such a way as
to allow them to continue normal business operations or furnish raw materials,
products, services or data to the Company and its operating companies without
interruption; the potential impact of manufacturers of the Company's computer
systems and software representations as to their Year 2000 status; and the
potential impact of the Company's own Year 2000 investigation, remediation,
testing and systems implementation efforts; and (i) the potential impact of the
Euro conversion.
ITEM 3 - QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
- ------------------------------------------------------------------
Not Applicable
<PAGE> 13
RPM INC. AND SUBSIDIARIES
-------------------------
PART II--OTHER INFORMATION
--------------------------
ITEM 1 -- LEGAL PROCEEDINGS
- ---------------------------
As previously reported in the Company's Annual Report on Form 10-K for the
fiscal year ended May 31, 1998, and as updated in the Company's Quarterly
Reports on Form 10-Q for the quarters ended August 31, 1998 and November 30,
1998, Bondex International, Inc., a wholly-owned subsidiary of the Company
("Bondex"), was one of numerous corporate defendants in 384 then pending
asbestos-related bodily injury lawsuits filed on behalf of various individuals
in various jurisdictions of the United States. Subsequently, an additional 41
such cases have been filed and 4 such cases which had been filed were dismissed
with prejudice without payment, leaving a total of 421 such cases pending.
Bondex continues to deny liability in all asbestos-related lawsuits and
continues to vigorously defend them. Under a cost-sharing agreement among Bondex
and its insurers effected in 1994, the insurers are responsible for payment of a
substantial portion of defense costs and indemnity payments, if any, with Bondex
responsible for a minor portion of each.
ITEM 4-- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
The Annual Meeting of Shareholders of the Company was held on October 9, 1998.
The following matter was voted on at the meeting.
1. Election of Edward B. Brandon, William A. Papenbrock, Thomas C. Sullivan and
Frank C. Sullivan as Directors of the Company. The nominees were elected as
Directors with the following votes:
<TABLE>
<S> <C>
Edward B. Brandon
- -----------------
For 91,599,572
Withheld 1,632,707
Broker non-votes -0-
William A. Papenbrock
- ---------------------
For 91,573,700
Withheld 1,658,578
Broker non-votes -0-
Thomas C. Sullivan
- ------------------
For 92,429,262
Withheld 803,017
Broker non-votes -0-
Frank C. Sullivan
- -----------------
For 92,388,679
Withheld 843,600
Broker non-votes -0-
</TABLE>
<PAGE> 14
14
RPM INC. AND SUBSIDIARIES
-------------------------
PART II--OTHER INFORMATION
--------------------------
For information on how the votes for the above matters have been tabulated, see
the Company's definitive Proxy Statement used in connection with the Annual
Meeting of Shareholders on October 9, 1998.
ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K
- ------------------------------------------
(a) Exhibits
--------
Official Exhibit Number Description
----------------------- -----------
11.1 Statement regarding computation of
per share earnings.
27.1 Financial Data Schedule.
(b) Reports on Form 8-K
-------------------
There were no reports on Form 8-K filed during the three
months ended November 30, 1998.
Date: 01/14/99
<PAGE> 15
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
RPM, Inc.
By /s/ Thomas C. Sullivan
---------------------------
Thomas C. Sullivan
Chairman & Chief Executive Officer
By /s/ Frank C. Sullivan
---------------------------
Frank C. Sullivan
Chief Financial Officer
<PAGE> 1
RPM, INC. AND SUBSIDIARIES
--------------------------
CONSOLIDATED STATEMENTS OF COMPUTATIONS OF EARNINGS
---------------------------------------------------
PER COMMON SHARE AND COMMON SHARE EQUIVALENTS
---------------------------------------------
(Unaudited)
Exhibit 11.1
------------
(In thousands, except per share amounts)
<TABLE>
<CAPTION>
Six Months Ended Three Months Ended
November 30, November 30,
----------------------- -----------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Shares Outstanding
- ------------------
For computation of basic earnings per
common share
Weighted average shares 107,216 98,122 110,630 98,178
---------- ---------- ---------- ----------
Total shares for basic earnings
per share 107,216 98,122 110,630 98,178
For computation of diluted earnings
per common share
Net issuable common share equivalents 717 889 617 947
Additional shares associated with
conversion of convertible securities 4,137 -- -- --
Additional shares issuable assuming
conversion of convertible securities -- 12,188 -- 12,188
---------- ---------- ---------- ----------
Total shares for diluted
earnings per share 112,070 111,199 111,247 111,313
========== ========== ========== ==========
Net Income
- ----------
Net income applicable to common shares for
basic earnings per share $ 52,936 $ 49,631 $ 21,712 $ 21,445
Add back interest net of tax on convertible
securities assumed to be converted 1,002 2,728 -- 1,375
---------- ---------- ---------- ----------
Net income applicable to common shares for
diluted earnings $ 53,938 $ 52,359 $ 21,712 $ 22,820
========== ========== ========== ==========
Basic Earnings Per Common Share $ .49 $ .51 $ .20 $ .22
========== ========== ========== ==========
Diluted Earnings Per Common Share $ .48 $ .47 $ .20 $ .21
========== ========== ========== ==========
The accompanying notes to consolidated financial statements are an integral part of these statements.
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> MAY-31-1999
<PERIOD-START> JUN-01-1998
<PERIOD-END> NOV-30-1998
<CASH> 68,725
<SECURITIES> 0
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<PP&E> 543,461
<DEPRECIATION> 223,587
<TOTAL-ASSETS> 1,706,374
<CURRENT-LIABILITIES> 257,741
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0
0
<COMMON> 1,610
<OTHER-SE> 753,371
<TOTAL-LIABILITY-AND-EQUITY> 1,706,374
<SALES> 863,857
<TOTAL-REVENUES> 863,857
<CGS> 471,572
<TOTAL-COSTS> 755,826
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<INTEREST-EXPENSE> 18,471
<INCOME-PRETAX> 89,560
<INCOME-TAX> 36,624
<INCOME-CONTINUING> 52,936
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 52,936
<EPS-PRIMARY> 0.49
<EPS-DILUTED> 0.48
</TABLE>
