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RPM INTERNATIONAL INC/DE/ false 0000110621 0000110621 2025-04-08 2025-04-08

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 8, 2025

 

 

RPM INTERNATIONAL INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   1-14187   02-0642224

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

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

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

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

 

 

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

 

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

 

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

 

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

 

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

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

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

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

Emerging growth company ☐

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

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On April 8, 2025, the Company issued a press release announcing its third quarter results, which provided detail not included in previously issued reports. A copy of the press release is furnished with this Current Report on Form 8-K as Exhibit 99.1.

 

Item 9.01

Exhibits.

 

Exhibit Number

  

Description

99.1    Press Release of the Company, dated April 8, 2025, announcing the Company’s third quarter results.
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      RPM International Inc.
      (Registrant)
Date April 8, 2025    
     

/s/ Tracy D. Crandall

      Tracy D. Crandall
     

Vice President, General Counsel,

Chief Compliance Officer and Secretary

EX-99.1 2 d901793dex991.htm EX-99.1 EX-99.1

Exhibit 99.1

 

LOGO

RPM Reports Fiscal 2025 Third-Quarter Results

 

   

Third-quarter sales of $1.48 billion, a decrease of 3.0% compared to the prior year

 

   

Third-quarter net income of $52.0 million, diluted EPS of $0.40, and EBIT of $62.7 million

 

   

Third-quarter adjusted diluted EPS of $0.35 and adjusted EBIT of $78.2 million

 

   

Third-quarter cash provided by operating activities of $91.5 million, second highest third-quarter amount in company history

 

   

Fiscal 2025 fourth-quarter outlook calls for flat sales and adjusted EBIT to be up in the low-single-digit percentage range

MEDINA, OH – April 8, 2025 – RPM International Inc. (NYSE: RPM), a world leader in specialty coatings, sealants and building materials, today reported financial results for its fiscal 2025 third quarter ended February 28, 2025.

Frank C. Sullivan, RPM chairman and CEO commented, “The unfavorable weather conditions we discussed in early January continued and became more widespread as the third quarter progressed. Unseasonably cold weather in the southern U.S. and wildfires in the west reduced demand in geographies that typically have more construction and outdoor project activity in winter months. In addition to weather, we faced difficult comparisons to the third quarter of fiscal 2024, when adjusted EBIT was up 31%.”

He continued, “By prioritizing cash flow over profitability, we generated another quarter of strong cash flow as inventories declined $36 million versus last year. However, this disciplined inventory management, which is a key component of MAP 2025, also lowered production levels, which had a negative impact on fixed cost absorption in our seasonally smallest quarter. This, along with foreign currency headwinds and transitional costs from eight plant consolidations, pressured margins and more than offset MAP 2025 operational improvements.”

 


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 2

 

Third-Quarter 2025 Consolidated Results

Consolidated

 

     Three Months Ended                
$ in 000s except per share data    February 28,
2025
     February 29,
2024
     $ Change      % Change  

Net Sales

   $ 1,476,562      $ 1,522,982      $ (46,420      (3.0 %) 

Net Income Attributable to RPM Stockholders

     52,034        61,199        (9,165      (15.0 %) 

Diluted Earnings Per Share (EPS)

     0.40        0.47        (0.07      (14.9 %) 

Income Before Income Taxes (IBT)

     40,951        83,581        (42,630      (51.0 %) 

Earnings Before Interest and Taxes (EBIT)

     62,678        93,443        (30,765      (32.9 %) 

Adjusted EBIT(1)

     78,236        110,140        (31,904      (29.0 %) 

Adjusted Diluted EPS(1)

     0.35        0.52        (0.17      (32.7 %) 

 

(1)

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

The third-quarter sales decline was primarily driven by unfavorable weather conditions, which reduced construction activity, and sluggish demand from specialty OEM manufacturing end markets. Foreign currency translation was also a headwind to sales.

Geographically, sales declines in North America were driven by adverse weather. In Europe, foreign currency translation offset growth generated by sales and marketing initiatives. Africa / Middle East declined slightly as it faced challenging comparisons to the prior year when sales increased 22.9%. The decline in Latin America and Asia / Pacific was driven by foreign currency translation headwinds and challenging comparisons to the prior year when sales increased 13.5% and 5.0% respectively.

Sales included a 1.8% organic decline, 0.5% growth from acquisitions net of divestitures, and a 1.7% decline from foreign currency translation.

The adjusted EBIT decline was driven by negative fixed-cost absorption from lower production levels, including disciplined inventory management to improve cash flow; foreign currency headwinds; and transitory costs related to MAP 2025 plant consolidations and start-ups. Corporate / other expenses also increased during the quarter, driven by higher M&A and compensation expenses. Additionally, comparisons to the prior year were challenging as adjusted EBIT increased 31.3% in the third quarter of fiscal 2024. MAP 2025 improvements and SG&A streamlining actions helped to offset the adjusted EBIT decline.

The adjusted diluted EPS decline was driven by the reduction in adjusted EBIT.


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 3

 

Third-Quarter 2025 Segment Sales and Earnings

Construction Products Group

     Three Months Ended                
$ in 000s    February 28,
2025
     February 29,
2024
     $ Change      % Change  

Net Sales

   $  473,408      $  495,753      $ (22,345      (4.5 %) 

Income Before Income Taxes

     9,923        15,060        (5,137      (34.1 %) 

EBIT

     10,465        15,728        (5,263      (33.5 %) 

Adjusted EBIT(1)

     12,730        20,487        (7,757      (37.9 %) 

 

(1)

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

CPG sales declined as unfavorable weather conditions limited construction and restoration activity, particularly in the southern and western U.S. Foreign currency translation was also a headwind to sales.

Sales included a 1.7% organic decline, 0.2% growth from acquisitions, and a 3.0% decline from foreign currency translation.

Compared to the third quarter of fiscal 2024 when adjusted EBIT increased 69.8%, adjusted EBIT declined as lower volumes reduced fixed-cost absorption and, as part of MAP 2025, two different plant consolidations resulted in temporary inefficiencies as production was being transferred. These headwinds were partially offset by SG&A streamlining actions.

Performance Coatings Group

     Three Months Ended                
$ in 000s    February 28,
2025
     February 29,
2024
     $ Change      % Change  

Net Sales

   $  340,625      $  343,536      $ (2,911      (0.8 %) 

Income Before Income Taxes

     42,818        47,039        (4,221      (9.0 %) 

EBIT

     42,072        45,835        (3,763      (8.2 %) 

Adjusted EBIT(1)

     43,789        47,092        (3,303      (7.0 %) 

 

(1)

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

PCG organic sales declined slightly compared to strong growth in the prior year when organic sales increased 9.2%. Fiberglass reinforced plastic structures grew double digits, driven by demand from data centers, while other businesses declined modestly as they faced challenging prior-year comparisons.

Sales included a 0.3% organic decline, a 1.1% increase from acquisitions net of divestitures, and a 1.6% decline from foreign currency translation.

Compared to the third quarter of fiscal 2024 when adjusted EBIT increased 45.1%, adjusted EBIT declined as lower fixed-cost utilization from reduced volumes, plant start-up costs, and negative foreign currency translation more than offset MAP 2025 improvements.


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 4

 

Specialty Products Group

                      
     Three Months Ended                
$ in 000s    February 28,
2025
     February 29,
2024
     $ Change      % Change  

Net Sales

   $  158,737      $  176,494      $ (17,757      (10.1 %) 

Income Before Income Taxes

     5,257        9,803        (4,546      (46.4 %) 

EBIT

     5,364        9,713        (4,349      (44.8 %) 

Adjusted EBIT(1)

     6,716        12,101        (5,385      (44.5 %) 

 

(1)

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

SPG’s sales decline was primarily due to lower demand in specialty OEM end markets and the disaster restoration business, which was impacted by reduced remediation activity. This was partially offset by growth in the food coatings and additives business, which benefited from a prior acquisition.

Sales included a 10.9% organic decline, 1.4% growth from an acquisition, and a 0.6% decline from foreign currency translation.

The adjusted EBIT decline was driven by lower fixed-cost utilization from reduced volumes, as well as additional expenses at the new resin and innovation centers of excellence that SPG manages on behalf of all RPM segments. MAP 2025 benefits and SG&A streamlining actions partially offset these earnings headwinds.

Consumer Group

                      
     Three Months Ended                
$ in 000s    February 28,
2025
     February 29,
2024
     $ Change      % Change  

Net Sales

   $ 503,792      $ 507,199      $ (3,407      (0.7 %) 

Income Before Income Taxes

     47,998        65,159        (17,161      (26.3 %) 

EBIT

     48,074        64,159        (16,085      (25.1 %) 

Adjusted EBIT(1)

     54,184        64,994        (10,810      (16.6 %) 

 

(1)

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

The Consumer Group’s organic sales grew modestly, driven by new product introductions and market share gains. This organic growth was offset by foreign currency translation headwinds.

Sales included 0.3% organic growth and a 1.0% decline from foreign currency translation.

Adjusted EBIT declined as MAP 2025 working capital efficiency initiatives resulted in lower production and fixed-cost utilization. The segment also experienced raw material inflation and challenging comparisons to the prior year, when adjusted EBIT grew 34.6%.


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 5

 

Cash Flow and Financial Position

During the first nine months of fiscal 2025:

 

   

Cash provided by operating activities was $619.0 million, driven by working capital efficiency enabled by MAP 2025 initiatives. This compares to $941.1 million in the prior-year period when there was a larger working capital release as supply chains normalized.

 

   

Operating working capital as a percentage of sales improved by 70 basis points to 20.7% compared to 21.4% in the prior-year period, driven by MAP 2025 working capital efficiency initiatives.

 

   

Capital expenditures were $158.9 million compared to $138.1 million during the prior-year period with the increase driven by investments in shared RPM centers of excellence, including a newly opened production facility and distribution center, both in Belgium, as well as a new production facility in India and MAP 2025-enabled plant consolidations.

 

   

The company returned $242.6 million to stockholders through cash dividends and share repurchases.

As of February 28, 2025:

 

   

Total debt was $2.10 billion compared to $2.19 billion a year ago, with the $0.09 billion reduction driven by improved cash flow being used to repay higher-cost debt.

 

   

Total liquidity, including cash and committed revolving credit facilities, was $1.21 billion, compared to $1.29 billion a year ago.

Definitive Agreement to Acquire The Pink Stuff

As previously announced, the company entered into a definitive agreement to acquire the Star Brands Group, the parent company of The Pink Stuff, a globally recognized leader in household cleaning products. Upon closing, The Pink Stuff will become part of the Consumer Group’s Rust-Oleum cleaners business and expand Rust-Oleum’s product offerings as well as its distribution channels including e-commerce, grocery and drug stores.

In calendar year 2024, The Pink Stuff generated approximately £150 million in sales, and the transaction is expected to close late in the fourth quarter of fiscal 2025 or early in the first quarter of fiscal 2026, subject to customary closing conditions.

Business Outlook

Sullivan added, “As we look toward the fourth quarter, macroeconomic conditions are challenging, but we are seeing pockets of positive momentum and are leveraging our focus on repair and maintenance in both construction and consumer end markets. As demonstrated in prior economic cycles, the ability of our products and services to extend asset life becomes even more attractive to end users when budgets are tight. Additionally, RPM associates continue to implement initiatives to outgrow our markets, including new product introductions, and achieve efficiency improvements. We anticipate that this will result in modest earnings growth in the fourth quarter with the financial benefits of MAP 2025 becoming even more evident when sustained volume growth returns.”


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 6

 

“While the tariff situation is dynamic, most of our businesses have limited cross-border trade for raw material procurement and finished good sales. This helps mitigate the effects of tariffs; however, we are not immune, and we assume that raw material inflation will increase from low-single-digits to mid-single digits as a result of currently known tariffs. Our guidance does not assume any impact from the acquisition of The Pink Stuff since it is expected to close late in the fourth fiscal quarter of 2025 or early in the first quarter of fiscal 2026,” Sullivan concluded.

The company expects the following in the fiscal 2025 fourth quarter:

 

   

Consolidated sales to be flat compared to prior-year results.

 

   

CPG sales to be flat compared to prior-year record results.

 

   

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

 

   

SPG sales to decline in the low-single-digit percentage range compared to prior-year results.

 

   

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

 

   

Consolidated adjusted EBIT to be up in the low-single-digit percentage range compared to prior-year record results.

Earnings Webcast and Conference Call Information

Management will host a conference call to discuss these results beginning at 10:00 a.m. ET today. The call can be accessed via webcast at www.RPMinc.com/Investors/Presentations-Webcasts or by dialing 1-844-481-2915 or 1-412-317-0708 for international callers and asking to join the RPM International call. Participants are asked to call the assigned number approximately 10 minutes before the conference call begins. The call, which will last approximately one hour, will be open to the public, but only financial analysts will be permitted to ask questions. The media and all other participants will be in a listen-only mode.

For those unable to listen to the live call, a replay will be available from April 8, 2025, until April 15, 2025. The replay can be accessed by dialing 1-877-344-7529 or 1-412-317-0088 for international callers. The access code is 4767461. The call also will be available for replay and as a written transcript via the RPM website at www.RPMinc.com.

About RPM

RPM International Inc. owns subsidiaries that are world leaders in specialty coatings, sealants, building materials and related services. The company operates across four reportable segments: consumer, construction products, performance coatings and specialty products. RPM has a diverse portfolio of market-leading brands, including Rust-Oleum, DAP, Zinsser, Varathane, DayGlo, Legend Brands, Stonhard, Carboline, Tremco and Dryvit. From homes and workplaces to infrastructure and precious landmarks, RPM’s brands are trusted by consumers and professionals alike to help build a better world. The company is ranked on the Fortune 500® and employs approximately 17,200 individuals worldwide. Visit www.RPMinc.com to learn more.


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 7

 

For more information, contact Matt Schlarb, Vice President – Investor Relations & Sustainability, at 330-220-6064 or mschlarb@rpminc.com.

# # #

From Fortune ©2024 Fortune Media IP Limited. All rights reserved. Used under license. Fortune and Fortune 500 are registered trademarks of Fortune Media IP Limited and are used under license. Fortune and Fortune Media IP Limited are not affiliated with, and do not endorse the products or services of RPM International Inc.

Use of Non-GAAP Financial Information

To supplement the financial information presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) in this earnings release, we use EBIT, adjusted EBIT and adjusted earnings per share, which are all non-GAAP financial measures. EBIT is defined as earnings (loss) before interest and taxes, with adjusted EBIT and adjusted earnings per share provided for the purpose of adjusting for one-off items impacting revenues and/or expenses that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT as a performance evaluation measure because interest income (expense), net is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results. See the financial statement section of this earnings release for a reconciliation of EBIT and adjusted EBIT to income before income taxes, and adjusted earnings per share to earnings per share. We have not provided a reconciliation of our fourth-quarter fiscal 2025 or full-year fiscal 2025 adjusted EBIT guidance because material terms that impact such measure are not in our control and/or cannot be reasonably predicted, and therefore a reconciliation of such measure is not available without unreasonable effort.

Use of Key Performance Indicator Metric

To supplement the financial information presented in accordance with Generally Accepted Accounting Principles in the United States (“GAAP”) in this earnings release, we use the key performance indicator (“KPI”) metric of operating working capital as a percentage of sales, which is defined as the net amount of net trade accounts receivable plus inventories less accounts payable, all divided by trailing twelve-month net sales. We evaluate the working capital investment needs of our business to support current operations as well as future changes in business activity. For that reason, we believe operating working capital as a percentage of sales is also useful to investors as a metric in their investment decisions.

Forward-Looking Statements

This press release contains “forward-looking statements” relating to our business. These forward-looking statements, or other statements made by us, are made based on our expectations and beliefs concerning future events impacting us and are subject to uncertainties and factors (including those specified below), which are difficult to predict and, in many instances, 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.


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 8

 

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) changes in global trade policies, including the adoption or expansion of tariffs and trade barriers; (h) 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; (i) risks and uncertainties associated with our ongoing acquisition and divestiture activities; (j) 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; (k) risks related to the adequacy of our contingent liability reserves; (l) risks relating to a public health crisis similar to the Covid pandemic; (m) risks related to acts of war similar to the Russian invasion of Ukraine; (n) risks related to the transition or physical impacts of climate change and other natural disasters or meeting sustainability-related voluntary goals or regulatory requirements; (o) risks related to our or our third parties’ use of technology including artificial intelligence, data breaches and data privacy violations; (p) the shift to remote work and online purchasing and the impact that has on residential and commercial real estate construction; and (q) 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 press release.

CONSOLIDATED STATEMENTS OF INCOME

IN THOUSANDS, EXCEPT PER SHARE DATA

(Unaudited)

 

     Three Months Ended      Nine Months Ended  
     February 28,      February 29,      February 28,      February 29,  
     2025      2024      2025      2024  

Net Sales

   $  1,476,562      $  1,522,982      $  5,290,669      $  5,327,114  

Cost of Sales

     909,072        915,818        3,121,962        3,143,105  
  

 

 

    

 

 

    

 

 

    

 

 

 

Gross Profit

     567,490        607,164        2,168,707        2,184,009  

Selling, General & Administrative Expenses

     501,710        504,760        1,557,692        1,559,081  

Restructuring Expense

     3,456        6,359        18,215        14,096  

Interest Expense

     22,993        28,527        70,604        90,693  

Investment (Income), Net

     (1,266      (18,665      (20,818      (36,393

Other (Income) Expense, Net

     (354      2,602        (1,370      7,973  
  

 

 

    

 

 

    

 

 

    

 

 

 

Income Before Income Taxes

     40,951        83,581        544,384        548,559  

(Benefit) Provision for Income Taxes

     (11,363      22,103        80,066        139,953  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Income

     52,314        61,478        464,318        408,606  

Less: Net Income Attributable to Noncontrolling Interests

     280        279        1,388        820  
  

 

 

    

 

 

    

 

 

    

 

 

 

Net Income Attributable to RPM International Inc. Stockholders

   $ 52,034      $ 61,199      $ 462,930      $ 407,786  
  

 

 

    

 

 

    

 

 

    

 

 

 

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

           

Basic

   $ 0.41      $ 0.48      $ 3.61      $ 3.18  
  

 

 

    

 

 

    

 

 

    

 

 

 

Diluted

   $ 0.40      $ 0.47      $ 3.59      $ 3.16  
  

 

 

    

 

 

    

 

 

    

 

 

 

Average shares of common stock outstanding - basic

     127,536        127,781        127,628        127,803  
  

 

 

    

 

 

    

 

 

    

 

 

 

Average shares of common stock outstanding - diluted

     128,154        128,334        128,315        128,315  
  

 

 

    

 

 

    

 

 

    

 

 

 


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 9

 

SUPPLEMENTAL SEGMENT INFORMATION

IN THOUSANDS

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     February 28,     February 29,     February 28,     February 29,  
     2025     2024     2025     2024  

Net Sales:

        

CPG Segment

   $ 473,408     $ 495,753     $ 1,957,515     $ 1,940,292  

PCG Segment

     340,625       343,536       1,092,487       1,096,905  

SPG Segment

     158,737       176,494       518,154       534,427  

Consumer Segment

     503,792       507,199       1,722,513       1,755,490  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total

   $ 1,476,562     $ 1,522,982     $ 5,290,669     $ 5,327,114  
  

 

 

   

 

 

   

 

 

   

 

 

 

Income Before Income Taxes:

        

CPG Segment

        

Income Before Income Taxes (a)

   $ 9,923     $ 15,060     $ 272,573     $ 253,910  

Interest (Expense), Net (b)

     (542     (668     (1,906     (4,619
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     10,465       15,728       274,479       258,529  

MAP initiatives (d)

     2,006       4,759       6,456       6,168  

Acquisition-related costs (e)

     259       —        259       —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 12,730     $ 20,487     $ 281,194     $ 264,697  
  

 

 

   

 

 

   

 

 

   

 

 

 

PCG Segment

        

Income Before Income Taxes (a)

   $ 42,818     $ 47,039     $ 170,883     $ 153,362  

Interest Income, Net (b)

     746       1,204       1,755       3,753  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     42,072       45,835       169,128       149,609  

MAP initiatives (d)

     1,220       1,257       3,712       17,404  

Acquisition-related costs (e)

     497       —        497       —   
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 43,789     $ 47,092     $ 173,337     $ 167,013  
  

 

 

   

 

 

   

 

 

   

 

 

 

SPG Segment

        

Income Before Income Taxes (a)

   $ 5,257     $ 9,803     $ 37,154     $ 36,345  

Interest (Expense) Income, Net (b)

     (107     90       (313     293  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     5,364       9,713       37,467       36,052  

MAP initiatives (d)

     1,070       2,471       6,941       8,116  

(Gain) on sale of a business (f)

     —        (83     (237     (1,206

Legal contingency adjustment on a divested business (h)

     282       —        282       3,953  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 6,716     $ 12,101     $ 44,453     $ 46,915  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consumer Segment

        

Income Before Income Taxes (a)

   $ 47,998     $ 65,159     $ 244,459     $ 295,054  

Interest (Expense) Income, Net (b)

     (76     1,000       (456     2,619  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     48,074       64,159       244,915       292,435  

MAP initiatives (d)

     6,110       835       22,125       1,249  

Business interruption insurance recovery (g)

     —        —        —        (11,128
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 54,184     $ 64,994     $ 267,040     $ 282,556  
  

 

 

   

 

 

   

 

 

   

 

 

 

Corporate/Other

        

(Loss) Before Income Taxes (a)

   $ (65,045   $ (53,480   $ (180,685   $ (190,112

Interest (Expense), Net (b)

     (21,748     (11,488     (48,866     (56,346
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     (43,297     (41,992     (131,819     (133,766

MAP initiatives (d)

     4,114       7,458       27,449       28,632  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ (39,183   $ (34,534   $ (104,370   $ (105,134
  

 

 

   

 

 

   

 

 

   

 

 

 

TOTAL CONSOLIDATED

        

Income Before Income Taxes (a)

   $ 40,951     $ 83,581     $ 544,384     $ 548,559  

Interest (Expense)

     (22,993     (28,527     (70,604     (90,693

Investment Income, Net

     1,266       18,665       20,818       36,393  
  

 

 

   

 

 

   

 

 

   

 

 

 

EBIT (c)

     62,678       93,443       594,170       602,859  

MAP initiatives (d)

     14,520       16,780       66,683       61,569  

Acquisition-related costs (e)

     756       —        756       —   

(Gain) on sale of a business (f)

     —        (83     (237     (1,206

Business interruption insurance recovery (g)

     —        —        —        (11,128

Legal contingency adjustment on a divested business (h)

     282       —        282       3,953  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted EBIT

   $ 78,236     $ 110,140     $ 661,654     $ 656,047  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(a)

The presentation includes a reconciliation of Income (Loss) Before Income Taxes, a measure defined by Generally Accepted Accounting Principles in the United States (GAAP), to EBIT and Adjusted EBIT.

(b)

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


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 10

 

(c)

EBIT is defined as earnings (loss) before interest and taxes, with Adjusted EBIT provided for the purpose of adjusting for items impacting earnings that are not considered by management to be indicative of ongoing operations. We evaluate the profit performance of our segments based on income before income taxes, but also look to EBIT, or adjusted EBIT, as a performance evaluation measure because Interest Income (Expense), Net is essentially related to corporate functions, as opposed to segment operations. For that reason, we believe EBIT is also useful to investors as a metric in their investment decisions. EBIT should not be considered an alternative to, or more meaningful than, income before income taxes as determined in accordance with GAAP, since EBIT omits the impact of interest and investment income or expense in determining operating performance, which represent items necessary to our continued operations, given our level of indebtedness. Nonetheless, EBIT is a key measure expected by and useful to our fixed income investors, rating agencies and the banking community all of whom believe, and we concur, that this measure is critical to the capital markets’ analysis of our segments’ core operating performance. We also evaluate EBIT because it is clear that movements in EBIT impact our ability to attract financing. Our underwriters and bankers consistently require inclusion of this measure in offering memoranda in conjunction with any debt underwriting or bank financing. EBIT may not be indicative of our historical operating results, nor is it meant to be predictive of potential future results.

(d)

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

 

   

Restructuring and other related expense, net: Includes charges incurred related to headcount reductions, facility closures and asset impairments recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense totaled $3.5 million and $6.4 million for the quarters ended February 28, 2025 and February 29, 2024 respectively, and $18.2 million and $14.1 million for the nine months ended February 28, 2025 and February 29, 2024 respectively. Other related expenses include inventory write-offs in connection with restructuring activities recorded in “Cost of Sales”, accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)” depending on the nature of the expense as well as the prior year loss on sale and increase in our allowance for doubtful accounts resulting from of the divestiture of the non-core Universal Sealant’s Bridgecare service business within our PCG segment.

 

   

Exited product lines: Sale of inventory that had previously been reserved for as a result of prior product line rationalization initiatives at PCG partially offset by inventory write-offs related to the discontinuation of certain product lines within our SPG segment. These amounts resulted from ongoing product line rationalization efforts in connection with our MAP initiatives and were recorded in “Cost of Sales”.

 

   

ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP systems across the organization to four ERP platforms, one per segment, as part of our overall MAP strategy as well as costs incurred for other decision support tools to facilitate our commercial initiatives related to MAP 2025 which have been incurred in all segments, including Corporate/Other, and have been recorded within “SG&A”.

 

   

Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement technologies and processes to drive improved sales mix and salesforce effectiveness and cost incurred to implement new global manufacturing methodologies with the goal of improving operating efficiency incurred within all of our segments and recorded within “SG&A”. All of this spend is in support of stated MAP goals with the most significant expense incurred within Corporate/Other.

Included below is a reconciliation of the TOTAL CONSOLIDATED MAP initiatives.

 

     Three Months Ended      Nine Months Ended  
     February 28,      February 29,      February 28,      February 29,  
     2025      2024      2025      2024  

Restructuring and other related expense, net

   $ 7,473      $ 7,940      $ 29,526      $ 26,599  

Exited product line

     —         —         —         (248

ERP consolidation plan

     2,570        2,169        11,519        8,731  

Professional fees

     4,477        6,671        25,638        26,487  
  

 

 

    

 

 

    

 

 

    

 

 

 

MAP initiatives

   $ 14,520      $ 16,780      $ 66,683      $ 61,569  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

(e)

Acquisition costs reflect amounts included in “Cost of Sales” for inventory step-ups.

(f)

Reflects gains associated with post-closing adjustments for the sale of the non-core furniture warranty business in the SPG segment in fiscal 2023 which have been recorded in “SG&A”.

(g)

Business interruption insurance recovery at our Consumer segment related to lost sales and incremental costs incurred during fiscal 2021 and 2022 as a result of an explosion at the plant of a significant alkyd resin supplier, which has been recorded in “SG&A”.

(h)

Represents incremental expense related to an adverse legal ruling from a case associated with a business that was divested in FY23.


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 11

 

SUPPLEMENTAL INFORMATION

RECONCILIATION OF “REPORTED” TO “ADJUSTED” AMOUNTS

(Unaudited)

 

     Three Months Ended     Nine Months Ended  
     February 28,     February 29,     February 28,     February 29,  
     2025     2024     2025     2024  

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

        

Reported Earnings per Diluted Share

   $ 0.40     $ 0.47     $ 3.59     $ 3.16  

MAP initiatives (d)

     0.10       0.10       0.39       0.37  

(Gain) on sales of a business (f)

     —        —        —        (0.01

Business interruption insurance recovery (g)

     —        —        —        (0.07

Legal contingency adjustment on a divested business (h)

     —        —        —        0.02  

Investment returns (i)

     0.02       (0.07     (0.02     (0.11

Income tax adjustments (j)

     (0.17     0.02       (0.38     0.02  
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Earnings per Diluted Share (k)

   $ 0.35     $ 0.52     $ 3.58     $ 3.38  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(d)

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

 

   

Restructuring and other related expense, net: Includes charges incurred related to headcount reductions, facility closures and asset impairments recorded in “Restructuring Expense” on the Consolidated Statements of Income. Restructuring Expense totaled $3.5 million and $6.4 million for the quarters ended February 28, 2025 and February 29, 2024 respectively, and $18.2 million and $14.1 million for the nine months ended February 28, 2025 and February 29, 2024 respectively. Other related expenses include inventory write-offs in connection with restructuring activities recorded in “Cost of Sales”, accelerated depreciation and amortization recorded within “Cost of Sales” or “Selling, General, & Administrative Expenses (“SG&A”)” depending on the nature of the expense as well as the prior year loss on sale and increase in our allowance for doubtful accounts resulting from of the divestiture of the non-core Universal Sealant’s Bridgecare service business within our PCG segment.

 

   

Exited product lines: Sale of inventory that had previously been reserved for as a result of prior product line rationalization initiatives at PCG partially offset by inventory write-offs related to the discontinuation of certain product lines within our SPG segment. These amounts resulted from ongoing product line rationalization efforts in connection with our MAP initiatives.

 

   

ERP consolidation plan: Includes expenses incurred as a result of our stated goals to consolidate over 75 ERP systems across the organization to four ERP platforms, one per segment, as part of our overall MAP strategy as well as costs incurred for other decision support tools to facilitate our commercial initiatives related to MAP 2025 which have been incurred in all segments, including Corporate/Other, and have been recorded within “SG&A”.

 

   

Professional fees: Includes expenses incurred to consolidate accounting locations, costs incurred to implement technologies and processes to drive improved sales mix and salesforce effectiveness and cost incurred to implement new global manufacturing methodologies with the goal of improving operating efficiency incurred within all of our segments and recorded within “SG&A”. All of this spend is in support of stated MAP goals with the most significant expense incurred within our Corporate/Other.

 

(f)

Reflects gains associated with post-closing adjustments for the sale of the non-core furniture warranty business in the SPG segment in fiscal 2023 which have been recorded in “SG&A”.

 

(g)

Business interruption insurance recovery at our Consumer segment related to lost sales and incremental costs incurred during fiscal 2021 and 2022 as a result of an explosion at the plant of a significant alkyd resin supplier, which has been recorded in “SG&A”.

 

(h)

Represents incremental expense related to an adverse legal ruling from a case associated with a business that was divested in FY23.

 

(i)

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

 

(j)

The current year adjustment relates to U.S. foreign tax credits recognized as a result of global cash redeployment and debt optimization projects, as well as other adjustments to our net deferred tax asset related to U.S. foreign tax credit carryforwards resulting from our reassessment of income tax positions following recent developments in U.S. income tax case law. For fiscal year 2024, the adjustment relates to income taxes associated with the FY23 sale of the furniture warranty business.

 

(k)

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


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 12

 

CONSOLIDATED BALANCE SHEETS

IN THOUSANDS

(Unaudited)

 

     February 28, 2025     February 29, 2024     May 31, 2024  

Assets

      

Current Assets

      

Cash and cash equivalents

   $ 241,895     $ 248,905     $ 237,379  

Trade accounts receivable

     1,153,993       1,130,409       1,468,208  

Allowance for doubtful accounts

     (48,908     (58,377     (48,763

Net trade accounts receivable

     1,105,085       1,072,032       1,419,445  

Inventories

     1,044,776       1,080,698       956,465  

Prepaid expenses and other current assets

     367,197       344,948       282,059  
  

 

 

   

 

 

   

 

 

 

Total current assets

     2,758,953       2,746,583       2,895,348  
  

 

 

   

 

 

   

 

 

 

Property, Plant and Equipment, at Cost

     2,629,810       2,459,045       2,515,847  

Allowance for depreciation

     (1,236,755     (1,172,164     (1,184,784
  

 

 

   

 

 

   

 

 

 

Property, plant and equipment, net

     1,393,055       1,286,881       1,331,063  
  

 

 

   

 

 

   

 

 

 

Other Assets

      

Goodwill

     1,358,632       1,309,744       1,308,911  

Other intangible assets, net of amortization

     510,385       523,677       512,972  

Operating lease right-of-use assets

     346,221       326,998       331,555  

Deferred income taxes

     34,368       17,517       33,522  

Other

     217,961       171,004       173,172  
  

 

 

   

 

 

   

 

 

 

Total other assets

     2,467,567       2,348,940       2,360,132  
  

 

 

   

 

 

   

 

 

 

Total Assets

   $ 6,619,575     $ 6,382,404     $ 6,586,543  
  

 

 

   

 

 

   

 

 

 

Liabilities and Stockholders’ Equity

      

Current Liabilities

      

Accounts payable

   $ 640,446     $ 577,861     $ 649,650  

Current portion of long-term debt

     7,057       6,225       136,213  

Accrued compensation and benefits

     215,643       237,951       297,249  

Accrued losses

     33,568       30,897       32,518  

Other accrued liabilities

     346,747       349,015       350,434  
  

 

 

   

 

 

   

 

 

 

Total current liabilities

     1,243,461       1,201,949       1,466,064  
  

 

 

   

 

 

   

 

 

 

Long-Term Liabilities

      

Long-term debt, less current maturities

     2,090,182       2,187,140       1,990,935  

Operating lease liabilities

     296,861       278,009       281,281  

Other long-term liabilities

     224,270       268,940       214,816  

Deferred income taxes

     89,019       98,153       121,222  
  

 

 

   

 

 

   

 

 

 

Total long-term liabilities

     2,700,332       2,832,242       2,608,254  
  

 

 

   

 

 

   

 

 

 

Total liabilities

     3,943,793       4,034,191       4,074,318  
  

 

 

   

 

 

   

 

 

 

Stockholders’ Equity

      

Preferred stock; none issued

     —        —        —   

Common stock (outstanding 128,423; 128,763; 128,629)

     1,284       1,288       1,286  

Paid-in capital

     1,172,247       1,144,282       1,150,751  

Treasury stock, at cost

     (934,470     (844,345     (864,502

Accumulated other comprehensive (loss)

     (598,290     (593,729     (537,290

Retained earnings

     3,033,505       2,639,310       2,760,639  
  

 

 

   

 

 

   

 

 

 

Total RPM International Inc. stockholders’ equity

     2,674,276       2,346,806       2,510,884  

Noncontrolling interest

     1,506       1,407       1,341  
  

 

 

   

 

 

   

 

 

 

Total equity

     2,675,782       2,348,213       2,512,225  
  

 

 

   

 

 

   

 

 

 

Total Liabilities and Stockholders’ Equity

   $ 6,619,575     $ 6,382,404     $ 6,586,543  
  

 

 

   

 

 

   

 

 

 


RPM Reports Results for Fiscal 2025 3rd Quarter

April 8, 2025

Page 13

 

CONSOLIDATED STATEMENTS OF CASH FLOWS

IN THOUSANDS

(Unaudited)

 

     Nine Months Ended  
     February 28,     February 29,  
     2025     2024  

Cash Flows From Operating Activities:

    

Net income

   $ 464,318     $ 408,606  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     140,092       126,656  

Deferred income taxes

     (47,012     2,190  

Stock-based compensation expense

     21,494       19,457  

Net (gain) on marketable securities

     (5,125     (16,496

Net loss on sales of assets and businesses

     —        2,576  

Other

     (635     1,244  

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

    

Decrease in receivables

     302,429       430,512  

(Increase) decrease in inventory

     (96,539     55,118  

(Increase) decrease in prepaid expenses and other current and long-term assets

     (35,973     30,349  

Increase (decrease) in accounts payable

     5,174       (83,960

(Decrease) in accrued compensation and benefits

     (82,118     (20,049

Increase in accrued losses

     1,383       4,366  

(Decrease) in other accrued liabilities

     (48,476     (19,424
  

 

 

   

 

 

 

Cash Provided By Operating Activities

     619,012       941,145  
  

 

 

   

 

 

 

Cash Flows From Investing Activities:

    

Capital expenditures

     (158,924     (138,093

Acquisition of businesses, net of cash acquired

     (127,325     (15,549

Purchase of marketable securities

     (77,640     (30,591

Proceeds from sales of marketable securities

     59,460       22,130  

Proceeds from sales of assets and businesses, net

     —        5,749  

Other

     (1,236     2,485  
  

 

 

   

 

 

 

Cash (Used For) Investing Activities

     (305,665     (153,869
  

 

 

   

 

 

 

Cash Flows From Financing Activities:

    

Additions to long-term and short-term debt

     104,047       —   

Reductions of long-term and short-term debt

     (136,379     (516,086

Cash dividends

     (190,064     (172,601

Repurchases of common stock

     (52,499     (37,488

Shares of common stock returned for taxes

     (17,140     (21,949

Payment of acquisition-related contingent consideration

     (1,122     (1,082

Other

     (1,014     (1,586
  

 

 

   

 

 

 

Cash (Used For) Financing Activities

     (294,171     (750,792
  

 

 

   

 

 

 

Effect of Exchange Rate Changes on Cash and Cash Equivalents

     (14,660     (3,366
  

 

 

   

 

 

 

Net Change in Cash and Cash Equivalents

     4,516       33,118  

Cash and Cash Equivalents at Beginning of Period

     237,379       215,787  
  

 

 

   

 

 

 

Cash and Cash Equivalents at End of Period

   $ 241,895     $ 248,905