RPM International Inc. F4Q08 (Qtr End 05/31/08) Earnings Call Transcript

| About: RPM International (RPM)

RPM International Inc. (NYSE:RPM)

F4Q08 Earnings Call

July 21, 2008 10:00 am ET


Frank C. Sullivan - President & Chief Executive Officer

P. Kelly Tompkins - Chief Financial Officer


Rosemarie Morbelli - Ingalls & Snyder

Jeffrey J. Zekauskas - J.P. Morgan Securities, Inc.

Kevin W. McCarthy - Bank of America Securities

Saul Ludwig - KeyBanc Capital Markets

Edward H. Yang - Oppenheimer & Co.

Daniel D. Rizzo - Sidoti and Co.

Jason Rodgers – Great Lakes Review

John P. McNulty - Credit Suisse First Boston Corp.


Welcome to RPM International's conference call for the fiscal 2008 fourth quarter and year-end. (Operator Instructions)

Comments made on this call may include forward-looking statements based on current expectations that involve risks and uncertainties, which could cause actual results to be materially different. For more information on these risks and uncertainties please review RPM's reports filed with the SEC.

During this conference call, references may be made to non-GAAP financial measures. To assist you in understanding these non-GAAP terms, RPM has posted reconciliations to the most directly comparable GAAP financial measures on the RPM website.

At this time I would like to turn the call over to RPM's President and CEO, Frank Sullivan, for opening remarks.

Frank C. Sullivan

We are conducting our call from the New York Stock Exchange where RPM is celebrating its 10th anniversary of our original listing. We will be holding an investor luncheon today at the New York Stock Exchange and look forward to seeing many of you in person there.

We are pleased to report another year of record results generated by the RPM operations despite unprecedented raw material and energy cost increases, the crash in the U.S. housing market, and the related weakness in retail and credit markets.

Despite these challenges our consumer businesses generated record growth over last year’s all-time record performance generated in a much more positive business and economic environment. Growth came through new product introductions, raw material cost-driven price increases and because of the small project, maintenance and repair nature of our products.

Our industrial businesses showed another year of strong growth as a result of continuing strength in major industrial markets, a delivered focus on expanding globally, new products, price increases, and the industrial segment also benefited from a number of strategic business and product line acquisitions in the prior year.

At year end we made the decision to increase our asbestos-liability reserves to 20 years. This is an important step towards permanently putting this liability issue behind us.

The best single barometer of our performance in fiscal 2008 was cash generation. After-tax cash from operations, including all asbestos-related cash costs, increased a healthy 16%.

With these highlights, I would now like to turn the call over to Kelly Tompkins, RPM’s Executive Vice President, Administration and Chief Financial Officer, to provide details on our fourth quarter and full-year results.

P. Kelly Tompkins

Before I begin with my detailed comments on our operating results for the quarter and the 2008 fiscal year, please not that my comments will refer to the adjusted results, which exclude both this fourth quarter’s $288 million pre-tax asbestos charge, to double our asbestos-liability accrual from 10 to 20 years, and excludes the $15 million cash settlement for asbestos-related items against an insurance carrier which we received during last fiscal year’s second quarter.

Now for the review of the fourth quarter results. We delivered overall growth of 7.0%, quarter-over-quarter to a record $1.1 billion. Organic sales growth accounted for 4.8%, of which net favorable foreign exchange rates provided 3.4%. Acquisitions accounted for 2.2% in the quarter.

In looking at the segments, Industrial segment net sales of $685 million grew 14.1% over last year. Organic sales growth accounted for 7.15 of which net favorable foreign exchange provided 4.5%. Acquisitions account for a healthy 7.0% of the Industrial segment’s fourth quarter sales growth.

During the quarter we continued to see double-digit growth in our more internationally-exposed flooring and corrosion control coatings businesses and our seasonally strong roofing business also performed well.

Consumer segment net sales of $390.6 million were down 3.5% due to a tough quarter-over-quarter comparison, which was compounded by the loss of sales from our divesture of Bondo. Organic sales growth was 1.4% of which foreign exchange provided 1.7%. Two small product line acquisitions were offset by the approximately 5.0% year-over-year negative impact of the lost sales from Bondo in the quarter. Adjusting for the lost Bondo sales in the fourth quarter, our Consumer segment sales would have been up year-over-year.

Overall retail buying behavior in the U.S. showed continued softness during the quarter reflecting weakness in the overall economy, largely led by the ongoing housing slump.

Looking at gross profit margins, consolidated gross profit margin of 42.3% in the quarter was flat year-over-year due primarily to volume increases, price increases, and better product mix, which were able to generally offset higher raw material costs.

Raw material costs in the fourth quarter were a continuation of what we saw in our third quarter, with higher oil prices and energy costs continuing to put upward pressure on many of our raw material packaging and transportation costs.

Looking at the segments, Industrial segment gross margin declined to 43.5% from 44.2%, largely reflecting product mix and the implementation of price increases which led the impact of net higher raw material costs.

The Consumer segment’s gross margin of 40.3% in the fourth quarter was up 70 basis points from the 39.6% margin a year ago, principally due to the Bondo divestiture, favorable product mix, and price increases, which were somewhat offset by higher raw material costs.

SG&A decreased slightly to 29.0% of sales from 29.1% in last year’s fourth quarter, principally due to lower legal, advertising, distribution, stock-based compensation expense, and certain loss-contingency adjustments, which were offset by higher compensation, bad debt, and certain foreign currency adjustments.

Industrial segment SG&A as a percent of sales decreased to 30.5% from 31.1% a year ago and Consumer segment SG&A increased to 23.2% from last year’s 22.7%, due principally to higher bad debt, compensation, and environmental reserves.

Corporate other expenses decreased to $12.9 million this year compared to $13.7 million last year.

Looking at EBIT, total EBIT dollars were up 7.5% to 13.3% of net sales compared with 13.2% last year due to lower SG&A expense. Industrial segment EBIT grew 13.6% versus the prior period. As a percent of net sales EBIT declined to 13.0% versus 13.1% last year.

Consumer segment EBIT declined 2.1% versus prior year and I would note that the Bondo divestiture represented roughly 50% of the $1.5 million year-over-year decline in EBIT. As a percent of net sales Consumer EBIT improved to 17.1% from 16.9% last year.

Interest expense net, up $1.3 million quarter-over-quarter with the increase in interest expense driven primarily by increased debt related to acquisitions and lower investment income. Interest rates in the quarter averaged 5.1% this year compared with 5.5% last year.

Our effective tax rate for this quarter of 25.3% compares to last year’s fourth quarter effective tax rate of 31.1%. The year-over-year change reflects differences in projected U.S., state, and local income taxes, lower effective tax rates on foreign-sourced income, valuation allowance associated with our foreign net operating losses, foreign tax credits, and our overall jurisdictional mix of income.

Net income of $97.5 million represents record earnings for our fourth quarter, increasing 16.1% from last year’s $84.0 million with the margin on sales increasing to 9.1% from 8.3 % last year. Diluted EPS of $0.75 this year also represents a record for our fourth quarter, up 15.4% compared with last year’s $0.65. Now I will take a look at the full-year results.

Net sales for our fiscal 2008 year grew 9.1% year-over-year to a record level of $3.6 billion. Organic sales improvements accounted for 6.9% of the growth with unit volume and pricing contributing equally at roughly 50/50 to our overall growth. Net favorable foreign exchange contributed 3.1% with the majority of foreign exchange gain resulting from the stronger Euro and Canadian dollar. Acquisitions netted against the divestiture of Bondo added 2.2% to consolidated sales growth.

Looking at the segments, Industrial segment net sales of $2.4 billion grew 12.6% over last year’s $2.1 billion. Industrial segment net sales comprised 65% of fiscal 2008 total sales with year-over-year sales growth resulting from the combination of several small acquisitions, which contributed 3.7%, organic growth of 8.9% including 3.9% from net favorable foreign exchange differences. Strong organic sales resulted from growth in most international businesses, including flooring, protective coatings, and also our roofing business.

Consumer segment net sales of $1.3 billion were up 3.2% from last year’s $1.2 billion. Our Consumer segment represented 35.0% of total sales. Year-over-year sales increase for the Consumer segment was driven by organic growth of 3.4% of which roughly 2/3 was unit volume and 1/3 was price, with net foreign exchange contributing 1.6%. The net impact of the Bondo divestiture and acquisition activity was minus 0.002% of sales.

Despite weak domestic market conditions, our consumer segment was able to grow organic sales by launching various new product offerings and increasing market penetration at major retail accounts. The repair and maintenance orientation of our products was also a factor in our performance, although the declines in the existing home turnover have impacted certain of our product lines, such as DAP and Zinsser.

Looking at gross profit, gross profit margin of 41.1% this fiscal year was up 30 basis points from 40.8% a year ago, principally the result of organic growth and favorable product mix along with higher pricing to cover raw material costs.

By segment, Industrial segment gross margins improved slightly to 42.2% from 42.1% as higher volume and higher selling prices covered higher raw material costs.

Consumer segment gross margin of 39.1% was up 70 basis points year-over-year from last year’s 38.4% as a result of positive product mix and higher selling prices in light of higher raw material costs.

SG&A as a percent of sales increased slightly to 30.8% this year from 30.6% last year. The SG&A percentage increase reflects various items, including the impact of new acquisitions and additional expenses incurred to grow organic sales, including expenses relating to new product launches.

Looking at the segments, Industrial segment SG&A increased as a percent of sales to 31.1% compared with 30.9% last year, or up 20 basis points. Consumer segment SG&A increased as a percent of sales to 26.5% from last year’s 25.9%, principally due to higher environmental compensation and acquisition-related expenses. Corporate other expenses declined to $48.7 million this year from $49.9 million last year.

Looking at EBIT, total EBIT dollars were up 10.2% year-over-year and were 10.3% as a percent of net sales, up from 10.2% last year, principally reflecting the earlier mentioned volume increases, product mix changes, and price increases. Industrial segment EBIT grew 11.3% and EBIT as a percent of sales was essentially flat at 11.1% versus 11.2% last year. Consumer segment EBIT increased 4.4% to 12.6% of net sales compared to last year’s 12.5%.

Interest expense net was flat year-over-year at $47.0 million. Overall interest rates averaged 5.2% this fiscal year versus 5.6% last year.

The effective tax rate for this year of 28.9% compares to last year’s effective rate of 32.1% with the year-over-year change reflecting differences in projected U.S., state, and local income taxes, generally lower effective tax rates on foreign-sourced income, valuation allowances associated with our foreign net operating losses, foreign tax credits, and our overall jurisdictional mix of income. Additionally, various foreign tax in jurisdictions reduced their tax rates during our fiscal 2008 year which resulted in a one-time benefit from the reduction in deferred tax liabilities.

Looking at net income of $232.8 million this year representing record earnings for the fiscal year increasing 17.2% to 6.4% of net sales from $198.6 million or 6% of net sales last year. Fully diluted EPS of $1.81 this year also represents a record for our fiscal year, up 15.3% compared with last year’s $1.57. Excluding current year non-recurring tax-related items, our diluted EPS would have been $1.75, or a healthy 11% gain over last year’s $1.57 per share.

I will wrap up my comments with the balance sheet and cash flow. In looking at the balance sheet you see in May 2008 we recorded a $288 million increase to our asbestos-liability accrual to reflect our total estimated liability for future unasserted claims.

Based on the same analytical model and core claims-related assumptions, this addition effectively doubles our estimated unasserted-claims reserve to 20 years from the 10 years previously contemplated. With this charge we take one step closer to permanently putting the asbestos issue behind us and as we have done over the past few years we will regularly evaluate this reserve in future periods based on then most current experience.

With this charge our total asbestos-liability accrual now stands at $559.7 million versus $354.3 million at May 31, 2007, which reflects both the $288 million charge as well as the $82.6 million in pre-tax payments made during fiscal 2008, which compared with the $67.0 million of pre-tax payments for fiscal 2007.

As many of you will recall, our year-over-year cash costs were greatly impacted by approximately $13.0 million of one-time transitional costs incurred through our third quarter period. Our fourth quarter total cost were $15.0 million of which $7.3 million was for settlement costs compared to $11.2 million in last year’s fourth quarter. We spent $7.7 million on defense versus $7.4 million last year and we do expect our quarterly defense costs to drop further as we begin fiscal 2009.

During the quarter we secured dismissals and/or settlements of 664 claims this quarter versus 608 claims in the fourth quarter last year. Our total number of active cases at the end of the fourth quarter stood at 11,202, up slightly from the May 31, 2007, active case load of 10,824. Consistent with the past three fiscal years, the overall number of new cases filed in fiscal 2008 is approximately 10.3% below new filings during last year’s comparable period.

Finally, there are no developments to report in our ongoing insurance coverage case as we continue to await the judge’s ruling on the key liability issues in the case. A few additional balance sheet comments.

Net accounts receivable were up $73.0 million with acquisitions net of the Bondo sale accounting for $17.9 million of the increase and foreign exchange translation increasing accounts receivable by $27.1 million. Our base business increased accounts receivable by $28.0 million.

Inventory was up $38.4 million with net acquisitions increasing inventory by $10 million. The foreign exchange translation effect on inventory was $14.3 million with our base business increasing inventory by $14.1 million.

Accounts payable, up $26.4 million, driven by net acquisitions of $15.8 million, foreign exchange translation effect of $12.2 million, with our base business decreasing accounts payable by $1.6 million.

In terms of overall debt, including short-term debt, we were at $1.1 billion, up $85.6 million year-over-year. The increase in debt mainly reflects $102.2 million of average additional indebtedness for acquisitions during the past 12 months, plus the payout of our $100.0 million notes in March, offset by our new $250.0 million 6.5% bond issued this past February.

The composition of our debt at May 31, 2008, was 70.0% fixed and 30.0% variable. Available liquidity, including cash and committed lines of credit, stood at $626.0 million. Our 48.6% debt-to-cap compares with 47.6% at May 31, 2007, and on a net-of-cash basis our 42.6% debt cap position improved from 43.3% last year.

Subsequent to year end we announced the redemption of our Senior Convertible Notes due May 2033. We are pleased to report that all of these notes were converted into RPM stock on July 14, 2008. On a pro forma basis our debt-to-cap ratio would be 41.8% at May 31, 2008, or on a net-of-cash basis, 35.0%. And now with the redemption of our convertible bonds we were at a 65.0% fixed and 35.0% variable rate split. This conversion, combined with our February bond financing, gives us a more resilient capital structure in a tough economy, and equally important, provides the flexibility to take advantage of growth opportunities as they arise.

Wrapping up with a few comments on our cash flow, which Frank touched on in his opening comments, operating cash flow for the year, which includes the after-tax cost of asbestos, was up 16.0% to $234.7 million. Net increases in accounts receivable required $55.1 million of cash during the current period versus $75.2 million used last year, for a $20.1 million favorable change in cash flow.

Increased inventories required a $28.4 million use of cash versus a $23.9 million use of cash last year, or a $4.5 million additional use of operating cash year-over-year.

Increases in accounts payable provided $10.7 million of additional cash flow during the period versus a $37.7 million increase in cash last year, or a $27.0 million additional use of cash period-over-period, mainly as a result of increased activity levels and changes in the timing of certain payments.

Capital expenditures for the year were $71.8 million versus $70.4 million last year, with depreciation at $62.2 million this year compared to $59.3 million last year.

Free cash flow was also strong as cash flow from operations less CapEx and dividends were up 45.0% year-over-year to $72.2 million from $49.8 million a year ago.

With that, I will turn the call back over to Frank for wrap-up comments.

Frank C. Sullivan

For our 2009 fiscal year we anticipate continuing expansion in global industrial markets, offset somewhat by weakening in the U.S. commercial construction market. We do not expect the U.S. housing market or its related impact on retail to hit bottom until the end of our 2009 fiscal year, basically the spring of next year.

And in general, we expect another challenging year related to increasing raw material and energy costs. These dynamics will impact our consumer business the hardest. On the other hand, the expected benefits from new product introductions from DAP and Rust-Oleum in particular, and the small project, maintenance and repair nature of our product lines, plus more in the way of raw-material driven price increases, should generate sales for the year which will be flat to slightly up year-over-year, once again, outperforming our industry peers.

We expect 6%-8% growth in our industrial businesses with weakness in U.S. commercial construction markets, offset by continuing strength in global industrial markets, in particular power generation, oil and gas infrastructure, price increases, as well as the impact on the top and bottom line in fiscal 2009 from acquisitions completed at the end of 2008.

Based upon these assumptions, we expect consolidated sales to grow in the 6% range, driving an EPS growth of 6% from a 2008 base of $1.75 per share, adjusted for the asbestos charge and the one-time tax benefits, to a 2009 EPS target of $1.85.

Revenues for the year could be higher, driven by additional raw-material price increases, driving more product price increases, though in this scenario it will have less than expected leverage to the bottom line, putting pressure on margins.

This forecast does not include the impact of future acquisitions. While they are hard to predict, we are likely to complete a number of small- to medium-sized transactions and as Kelly Tompkins pointed out, our balance sheet is in a good position to support a larger transaction should one with the right fit with the right price present itself in 2009.

Lastly, the strength and resiliency shown by RPM in these challenging times is a direct result of a strategic balance between consumer and industrial markets, a gross strategy balance between internal growth investments and acquisitions, as well as a deliberate effort over the last five years to pursue a better geographic balance through more focused global growth. These strategies have allowed RPM to outperform our industry in 2008 and will do so again in our 2009 fiscal year.

That concludes our formal comments. We would now be pleased to answer any questions you have about our 2008 results or our 2009 outlook.

Question-and-Answer Session


(Operator Instructions) Your first question comes from Rosemarie Morbelli with Ingalls & Snyder.

Rosemarie Morbelli - Ingalls & Snyder

Frank, could you give us a feel as to what you are seeing in Western Europe? I mean, it is obviously slowing. Spain and the UK are not in good shape. Italy is slowing. France and Germany obviously are going to follow. How do you expect to grow your international business under those conditions? In other words, how much from the businesses you have already there versus acquisitions that you may make?

Frank C. Sullivan

We are seeing still good growth in the European market place. I think you have to keep in mind that by segment our Consumer segment, which is more predominantly North American-based, is suffering from some of the weakness that we see in the economic environment. And our Industrial segment obviously, whether that is in North America or globally, continues to benefit from spending in a lot of the major categories that we talked about.

Additionally, in Europe we are expanding quite nicely in Eastern Europe and Russia. So we anticipate good growth in the European market place, both through expansion in Eastern Europe and Russia, which we don’t see slowing down, as well as the nature of the industrial markets that we serve there, which also seems to be pretty healthy still.

Rosemarie Morbelli - Ingalls & Snyder

And then one other question, if I may. With the lower prices for houses, it looks, at least based on what I read, more houses are changing hands. Are you seeing an increase in the level of products going into remodeling or are people just sitting on the new houses and keeping them the way they are at the moment?

Frank C. Sullivan

We are not yet seeing any improvement in the U.S. housing market, whether it’s turnover or certainly new construction. As I mentioned in my opening comments, the small-project nature of our products is helping us. When you go into the big retailer, to the extent people are in the paint departments, they’re buying our products as opposed to basic wall goods.

And so the renovation and remodeling, which would also benefit us, that are major ticket items, whether it’s repainting a house or redoing a total kitchen, is not happening yet. But the weatherization, the small project maintenance and repair is still holding in there nicely and we expect to see that continue for the balance of the year.

We would expect to see housing market, both in terms of turnover and new builds, hit bottom sometime towards the end of our fiscal year and start to pick up in the spring or summer of 2009.


Your next question comes from Jeff Zekauskas of J.P. Morgan.

Jeffrey J. Zekauskas - J.P. Morgan Securities, Inc.

I see that you more than doubled your asbestos liability. How much did you increase your asbestos reserves for say the next 3 years?

Frank C. Sullivan

We didn’t really look at it that way, Jeff. What we’ve done is taken 3 years of experience, in terms of case load and cost, and felt that that gave us enough room to expand our total liability to 20 years. Our ultimate goal, and I think we’re going to need another 3-5 years of case load and cost experience, is at some point to take one last charge, which would provide an end-of-life reserve, after which we would quit talking about asbestos as it relates to balance-sheet reserves. And so that’s how we looked at it.

The factors that really drove the $288 million charge was a combination. A smaller piece was our $80+ million expense this year, $13 million of which was defense transitional cost, and then our outlook for the next 10 years which is substantially less.

If you take out the $80 million roughly from that $288 million, you’re at roughly $200 million over the next 10 years, which should give you some sense of the magnitude to your question versus the $380 million charge we took a couple of years ago to establish a then 10-year reserve. So obviously in the outer years these are smaller numbers.

Jeffrey J. Zekauskas - J.P. Morgan Securities, Inc.

Okay. I guess the way that I was thinking about it is that the new charge, subtracting out the $80-odd million was maybe $200 million and your residual reserve was about $270 million. So if you ordered an order of magnitude for the first 10 years you would be at $27 million per year and then for the second 10 you would be at $20 million per year, which is not all that much of a drop-off.

So what I expected was that you added to your reserves in the near term and then the amount in the last 10 years is much lower than appears from the incremental $200 million, as it were, that you took.

Frank C. Sullivan

I think that’s correct and the three things that drive our asbestos-reliability reserves are, first and foremost, our own experience, which we track in multiple ways. And then also, we measure that versus the Nicholson study, which has been the most accurate predictor of mesothelioma cases. We are in the peak of the Nicholson study prediction of construction-related mesos and that trends down.

So, while the average is easy to calculate, the reality is next year we expect an asbestos-liability cash cost somewhere in the range of $60 million. Hopefully it will be less. And then that year-by-year trend falls off to where in 20 years you’re looking at a relatively, substantially smaller expected amount.

And if you just think actuarially, the average age of our meso claimants today is about 71 years old. And when you think about a liability that extends out to now 20-28, not only does it mirror this Nicholson study, but logically, fortunately, the whole asbestos-liability situation, and in particular RPM, begins to run out of legitimate asbestos-disease claims.

Jeffrey J. Zekauskas - J.P. Morgan Securities, Inc.

That’s helpful. Just quickly, also, Frank, your organic growth this quarter looked like about 1.4%. Can you give me an idea of how much was price and how much was volume. And if you could also do that break-up by division.

Frank C. Sullivan

Sure. In our consumer segment, excluding Bondo, we were up slightly year-over-year. Units were actually down marginally and the increase was principally the result of higher selling prices.

In our Industrial segment the split in our organic growth between price and unit growth was about 50/50. And I think that’s what you would expect to see in the Industrial segment next year, that 6%-8% growth that we are forecasting ought to come 50/50 from price and units and we are expecting relatively flat results out of our Consumer segment for 2009.

Jeffrey J. Zekauskas - J.P. Morgan Securities, Inc.

That 50/50 number for Industrial, was that for the quarter or for the year?

Frank C. Sullivan

Generally both, in terms of the price versus unit volume break-out.

Jeffrey J. Zekauskas - J.P. Morgan Securities, Inc.

And then lastly, what were the businesses that really grew fastest in Industrial and Consumer? And which were the ones that contracted the fastest?

Frank C. Sullivan

The business units that grew the most were those that were exposed to heavy industry on a global basis, oil and gas, power generation, infrastructure. A lot of general industrial spending. Pharmaceutical was strong. So they tend to be businesses like Carboline, Stonhard. Our Tremco roofing business had another strong year and that business unit is relatively recession-resistant. They are about 90%-95% re-roofing and water proofing as opposed to new construction. And then it’s really a mixed bag across the rest of our businesses.

Probably the areas of weakness were our Zinsser primer business. We had a mixed bag in the DAP product lines. And then the RPM II companies were kind of all over the map, with companies that are involved with OEM coatings down and companies that were involved in commercial construction actually having a pretty decent year.


Your next question comes from Kevin McCarthy with Bank of America Securities.

Kevin W. McCarthy - Bank of America Securities

I was wondering if you could comment on the magnitude of raw material cost inflation, either in nominal or percentage terms, for 2008 and comment on what your outlook is there for fiscal 2009 as well.

Frank C. Sullivan

In fiscal 2008 we saw raw material increases in kind of the high single digit low double digits. And were able to pass on some of that in our different business units. We expect kind of the same thing, addition high-single- to low-double-digit raw material price increases as we look out to fiscal 2009.

A couple of things to keep in mind. The diversity of RPM’s businesses and our product lines and our formulas are such that we don’t have exactly the same type of single-chemical raw material exposures that some of our more public company peers do, and so that benefits us. The strength of our brand names is such that we are certainly having an easier and more legitimate reason to pass on price than people that are in non-branded commodity areas, and so that has also been a strength. And then we are diversifying to the extent we can our raw material sourcing, more from global markets than we ever have.

Kevin W. McCarthy - Bank of America Securities

And then as a follow-up, Frank, on the subject of acquisitions, you mentioned in your outlook commentary that fiscal 2009 will be another active year. Any thoughts on how the level of activity might compare to last year, let’s say?

Frank C. Sullivan

I would think that the level of activity would be roughly the same. We, on an annualized basis, invested about $130 million into what annualized should be about $200 million of revenue. Certainly that will help us and if those acquisitions, particularly in our Industrial segment, that we completed in the fourth quarter perform to or above our expectations, we could certainly have a performance that’s in excess of our guidance as we sit here today.

And we’re seeing a lot of good product line and small business opportunities. We’re also pursuing more aggressively bigger transactions. I think that with the advent of the credit crunch and the private equity folks pretty much out of the M&A game for the time being, the opportunities to look at bigger transactions at more reasonable values will happen in the next 12-18 months. And so that’s kind of how we see M&A. But I would expect transactions comparable to what we did this last year as opposed to thinking about anything big.

Kevin W. McCarthy - Bank of America Securities

And then finally, for Kelly perhaps, what is the tax rate that’s included in your EPS guidance of $1.85 for fiscal 2009.

P. Kelly Tompkins

Kevin, we’re looking at about a 31.5% rate for 2009.


Your next question comes from Saul Ludwig with KeyBanc.

Saul Ludwig - KeyBanc Capital Markets

On the tax rate issue, with these foreign governments lowering their tax rates more permanently, why was your fourth quarter low tax rate something of an anomaly and wouldn’t you continue to benefit from lower taxes in the current fiscal year?

Frank C. Sullivan

Saul, that’s a good question and if you look at what 5 or 6 years ago was predominantly a North American business and predominantly U.S., you know, our statutory tax rates between federal and state in more in the 37%-38% range and there’s really two reasons that that’s continued to improve. One is we hired a couple of smart tax guys to begin to looking to taking advantage of things that in the past we had not.

And secondly, directly to your question, we have very deliberately focused on growing in more aggressively global markets and unfortunately the U.S. is no longer a low-cost place to do business, and in fact across Europe and many other places in the world where we are starting to grown on a relative basis faster than in our North American core, we are growing in countries that have effective lower tax rates on business than the U.S. does.

So a portion of those tax benefits are permanent. Guessing as to how permanent between the 31.5% rate that Kelly mentioned and the high-20%’s rate that we had this year is really tough for us. And it also depends on the percentage growth in different jurisdictions.

But the tax benefits that we sometimes take credit for and sometimes don’t, I think are some great things. They help drive higher earnings and more importantly they help drive stronger cash flow. And to a certain extent, because of our relative higher rates of growth in foreign markets, we will continue to benefit from the lower tax rates that we’ve experienced in the last couple of years.

Saul Ludwig - KeyBanc Capital Markets

So it sounds like we should think about the 31.5% as a worst case.

Frank C. Sullivan

I think 31.5% is what we’re targeting for the year and we would be happy to beat that. But I do think our experience suggests that if there are any surprises in the tax rate next year, it will be on the positive, plus side, meaning that we would come in there, or perhaps lower.

Saul Ludwig - KeyBanc Capital Markets

Now, on the question of raw materials, as a generalization your products are raw material intensive, not a lot of labor. Would you say raw materials are probably 80% of costs?

Frank C. Sullivan

I think that’s correct.

Saul Ludwig - KeyBanc Capital Markets

Okay. On average, your price increases this past year were maybe in the order of 1%, or maybe 2% at most. 1%-2% price increase doesn’t cover 8%-12% raw material cost increases. And I’m just wondering if your raw material costs were up that much, because if they were there would have had to have been much greater compression in your margins because of such a nominal increase in your selling prices.

Frank C. Sullivan

Our actual selling price increases, and it’s a mixed bag across all our different businesses, were up generally to the mid- to high-single digits. But you’ve got to roll that in an average over the year versus the prior year. So I think in general it’s right to think about price benefiting us in the 3%-4% range. And I think you will see the same thing next year.

We are in the middle, across most of our business units, of increasing prices again in light of the $130 per barrel oil price and its impact on oil-derivative raw materials and its impact on energy costs. So that the actual price increases that are being announced are more in the mid- to high-single digits but they roll in by business unit throughout the year and then compared to price increases that we’ve been getting the last couple of years that’s why the impact, Saul, year-over-year seems less.

I would guess in a number of our product categories, if you go back to a base of 3 or 4 years ago, our selling prices in a number of product categories are up 15% or 20%. And you’re going to see more selling price increases this year because we are continuing to be jammed by raw material price increases.

Saul Ludwig - KeyBanc Capital Markets

And my final question, why did you feel compelled to take this additional 10 years of liability versus, let’s say, waiting another year to see whether you do get a ruling on your legal case, given that that’s got to happen one of these days?

Frank C. Sullivan

There are three things that are going on in the asbestos-liability situation that impact RPM.

One of them, which I wouldn’t hold our breath on, but I’m hopeful about, is that the Justice Department finally decided to look at some of the abuses in the tort system and as a result of that, whether it is inappropriate filings of class action suits or instances where billionaire trial lawyers have been bribing judges, and of course, none of that ever happened in the asbestos realm, that those Justice Department investigations have had a positive impact on certain elements of our tort system.

And, you know, we are aware of some activities in the asbestos area, so there is some possibility that cleaning out further some of the fraud, and in our case, deliberate, fraudulent product ID, suborning of perjury, that’s coaching witnesses to lie and it happens probably in 90% of our cases, may be weeded out.

The second area is the case that we have against our insurance carriers. We have been waiting for more than a year for the federal judge to rule on this. I think we’re more hopeful that she will be in a position to rule now. A lot of her time was taken up, it turns out, by sitting on top of a Catholic Diocese trial, which is not dissimilar to a lot of the stuff around the country that has now ended. And if she rules favorably that could have a significant positive impact on our current reserves as well as our future cash outlays.

Putting those aside, it is our goal, and I think if neither of those come to fruition to our benefit, over the next 3-5 years to establish enough of a confidence in our track record of declining case load and costs, to at some point take one last additional charge to have an end-of-life reserve on our balance sheet so at least from a balance sheet and earnings perspective we no longer have to talk about or explain to our shareholders these asbestos charges. And I think that would be a good thing.

At the end of the day I would guide people as I always have the following: Our quarterly cash outlays on asbestos, which I think are the biggest indication of if our liability over time, is actually declining and declining along the lines that we think it is.


Your next question comes from Edward Yang with Oppenheimer & Co.

Edward H. Yang - Oppenheimer & Co.

I would like to ask some questions on the asbestos situation. Why would you take another charge beyond the charges you took today? You stopped making the Bondex product I believe in the 70s. As you mentioned, the rather advanced aged of some of the claimants. So why wouldn’t this be the last charge?

Frank C. Sullivan

This very well could be the last charge, based in part on what the outcome of the ruling by the federal judge in our insurance coverage case is. And that could change, as I mentioned earlier, potentially dramatically our current reserves and our cash outlays in the future.

But we need another, let’s say 3-5 years to establish, I think, more confidence over what is a 25 or 30 year period. But suffice it to say it would be our expectation if we take an additional charge in the next 3-5 years to create an end-of-life reserve, that it would be smaller than the charge we took today. Because, to your point, with a plaintiff whose average age is 71 and looking when we stopped using the product, our small exposure, our basically hardware store-distribution as opposed to industrial/commercial distribution, we are getting close to having a reserve that will be end-of-life and that’s our goal.

Edward H. Yang - Oppenheimer & Co.

And does the larger reserve change your thinking on how much money you want to recover from your former insurance carriers?

Frank C. Sullivan

No. Not at all. We had insurance improperly denied. You know, when you look at the resiliency of RPM, and I’m hesitant to brag too much in this tough economic environment, but our balance sheet is in better shape than it’s been in in a long time, despite the fact that we have flown now almost $900 million through our P&L to establish these reserves and have paid out $350 million of our own cash flow and yet we’re in a good position to continue to support growth and drive sales and earnings growth. And I think that says a lot about the resiliency of this business, particularly in light of the economic environment that we’re in.

So that does not change at all and we still expect, ultimately, if we prevail to have a substantial amount of past cash costs repaid and a majority of many future costs covered.

Edward H. Yang - Oppenheimer & Co.

And lastly, on the fiscal 2009 outlook, what are your assumptions on currency and also new SG&A spending initiatives?

Frank C. Sullivan

We do not plan for currency one way or another in our planning process. We pick base rates for the Euro, on the Canadian dollar, the pound, principally. And those we really don’t expect to see the dollar deteriorate further and have not planned for that. And in fact have made in our plans some room for a weakening dollar, particularly against the Canadian dollar and the Euro.

And, I’m sorry, the second part of your question?

Edward H. Yang - Oppenheimer & Co.

New SG&A spending initiatives? This year you did have some elevated spending related to the new product introductions. For example, I think your revenue was up 9% for the year, your SG&A was up 10%. How should that look next year?

Frank C. Sullivan

I think you will continue to see us spend in two areas. In the Industrial areas, we will continue to be spending in those areas of strength in terms of new sales personnel, new technical personnel, and that should be covered by the higher revenue growth. In the Consumer area, you will see some SG&A spending in excess of revenue growth in terms of margin.

If you will notice this summer, we have been advertising the universal new product of Rust-Oleum and the 3.0 new product of DAP. We have also done some Zinsser primer advertising. And you will see us continue to push, particularly in the small project area, to get consumers’ attention in light of what ought to be a turn around by the end of the year and we think not only a better housing market, and that’s better turn over, not necessarily new construction, which will drive more people into key accounts of ours, which is really the critical aspect. The foot traffic in a lot of these big accounts is down significantly.


Your next question comes from Daniel Rizzo with Sidoti and Co.

Daniel D. Rizzo - Sidoti and Co.

I just wanted to follow-up with the two new launches. Are they going according to plan or according to expectation with the Rust-Oleum universal and DAP 3.0?

Frank C. Sullivan

They are going to plan. We had a slower roll out than we first anticipated. That’s pretty much taken care of now. And I think that the time, and I mentioned this on our last call as well, the time to really judge the success of these new products will be in September. So on our October call. Because we did not get national distribution really until mid-summer, until July. And we did not start advertising nationally until the July 4 weekend. And so it’s really going to be the next two or three months as to whether or not we have the right evidence to come out and say that these things have been successful or not.

I will say that the fact that our unit volume in the fourth quarter at both DAP and Rust-Oleum was roughly flat, year-over-year. It speaks to the fact that the characteristics of our products are such that people are going to keep buying them for maintenance and repair, or as we go into the fall, for weatherization.

And as I mentioned earlier, when people go into big-box accounts, into the paint department, they generally are going to buy our stuff and not buy higher-value house paint.

Daniel D. Rizzo - Sidoti and Co.

Are there any other new products you plan on launching in the next year?

Frank C. Sullivan

We’ve got a number of new products that have come out of both internal growth and acquisitions. Through a combination of internal growth and recent acquisitions, our Carboline business really claims the leadership in intumescent coatings, from architectural intumescent coating to very heavy-duty industrial fire-proofing products, and we’ve been able, both internally and externally, to find the right products both in the North American markets and the European markets.

We’ve acquired some very small product lines that we haven’t talked a lot about in our consumer markets. And when I say small, these are like $500,000 product lines. But we acquired a $500,000 intumescent coating in the European market place for the DIY market. And our hopes for that product line are to very quickly have that be in the millions of dollars. And so there are some fundamental opportunities there.

The Flowcrete acquisition, which we completed in the fourth quarter and is part of our stone core group, really puts us in a stronger position in commercial flooring, whereas Stonhard has always been the leader in industrial flooring. Flowcrete also has a much stronger presence than we do in the Middle East and Asian markets. So there is some strength from new product areas that will help us both in terms of new products but also a presence in geographies that we didn’t have much strength before, for instance in our flooring product lines.


Your next question comes from Jason Rodgers of Great Lakes Review.

Jason Rodgers – Great Lakes Review

I was wondering, during the quarter how many shares were repurchased?

Frank C. Sullivan

I’m not sure. You now, we have been active marginally in the share repurchase program. The number, I don’t know that we repurchased them in the last quarter. We’ve been repurchasing them this summer and I do not have the number in front of me. We would publish that number in our 10-Q and so I would look for that on the first quarter conference call and in the Q that we file in the first quarter.

Jason Rodgers – Great Lakes Review

And just looking at the whole movement towards green products, I was wondering if you could just speak a little to that area and if you expect products related to that area to be a driver for growth in this fiscal year.

Frank C. Sullivan

Absolutely. And there’s couple of areas to point to. Number one, our Tremco roofing business is the leader in North America for alternative roofings. They tend to be expensive alternatives but on some key projects people are buying them. As I mentioned in our prior call, we did the entire roof for the Clinton Library. We just got certified on some new roofing products in California related to requirements on building materials for a California building code for public buildings. And so that’s going to help us a lot.

Our Fibergrate business with our joint venture in India, our Indian joint venture is doing work on the FRP for windmill glades and we have an opportunity to do some of that for the first time in North America this year.

Our Carboline business has developed, and had in place, some strong coatings for the windmill market.

And the power generation, which is not necessarily green, but the power generation market in general is a source of real strength, whether that’s new products in the wind area or whether that’s maintenance, repair, or expansion and oil and gas and power transmission. A lot of that is coming in areas outside of North America.


Your final question comes from John McNulty with Credit Suisse.

John P. McNulty - Credit Suisse First Boston Corp.

Just a quick question with regard to acquisitions. When you talk about potentially going to larger acquisitions, are these more in the line of like an Illbruck or is this more in the much bigger size, $500 million to $1+ billion?

Frank C. Sullivan

Well, the types of acquisitions that I think we’re likely to complete in 2009 are similar to the ones that we did in 2008, which would range from $100 million flooring business to $500,000 product line. We are looking at some larger transactions. You know, there are transaction opportunities that are a few hundred million up to $1 billion and to the extent that valuations get back to historic norms and to the extent that they are a good strategic fit, we will be in a position to be competitive where quite candidly, before fiscal 2008, on any large transactions in our space, strategic buyers were not close to being competitive with the valuations driven by financial sponsors and the extraordinary leverage that they were able to put in their transactions.

So we’re in a far better position to do that and when the right deal comes along we will get it done. But if I were thinking about 2009, I would think that from and M&A perspective, it’s much more likely to look like 2008.

Having said that, we have a goal of getting to $5 billion by the end of our 2010 fiscal year and that does not happen without the completion of a larger size transaction, something in the mid-$100 million range.

John P. McNulty - Credit Suisse First Boston Corp.

And just the last question. With regard to your debt levels, can you give us an idea of how much debt you would be willing to lever the company up with? You’ve definitely paid it down a recent amount recently, so where can we think about kind of what you think of is the maximum you would be willing to take on?

Frank C. Sullivan

Well, as Kelly mentioned today, we have $600 million of liquidity, about $200 million in cash. That excess cash is a combination of cash that’s in Europe as well as cash left over from the $250 million bond offering. And then we’ve got $400+ million of long-term, committed unused bank debt. It’s principally associated with a bank revolver that’s due in 2011. And so we’ve got plenty of dry powder to complete more acquisition activity than we’ve done in the last couple of years.

From a bigger picture perspective, we have always been able to maintain an investment- grade rating with a debt cap that has ranged from 40%-60% and so I think that we have ample available credit beyond that $600 million of liquidity to go out and pursue acquisitions.

But it will be our goal to maintain an investment-grade rating, which means based upon a certain size, we would look at the pieces of how we would fund that.


This concludes our Q&A session.

Frank C. Sullivan

Great companies find a way to win, regardless of the challenges they face. And while we believe that the corporate-led strategies are part of our success, the real secret to RPM’s ability to grow in any environment is the leadership at each one of our nearly 50 independent operating units. These leaders and their teams find a way to win each and every year and they will do so again in fiscal 2009.

Thank you very much for your participation in today’s call and for your investment in RPM. Have a great day.

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