UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File No.
(Exact name of Registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(IRS Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
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(Registrant’s telephone number including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No
Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13, or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No
As of September 28, 2022, the registrant had
RPM INTERNATIONAL INC. AND SUBSIDIARIES*
INDEX
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Page No. |
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Item 1. |
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3 |
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3 |
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4 |
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5 |
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6 |
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7 |
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8 |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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26 |
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Item 4. |
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26 |
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Item 1. |
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27 |
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Item 1A. |
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27 |
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Item 2. |
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27 |
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Item 6. |
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28 |
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29 |
* As used herein, the terms “RPM” and the “Company” refer to RPM International Inc. and its subsidiaries, unless the context indicates otherwise.
2
PART I. – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In thousands, except per share amounts)
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August 31, 2022 |
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May 31, 2022 |
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Assets |
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Current Assets |
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Cash and cash equivalents |
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$ |
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$ |
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Trade accounts receivable (less allowances of $ |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, Plant and Equipment, at Cost |
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Allowance for depreciation |
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Property, plant and equipment, net |
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Other Assets |
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Goodwill |
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Other intangible assets, net of amortization |
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Operating lease right-of-use assets |
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Deferred income taxes |
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Other |
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Total other assets |
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Total Assets |
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$ |
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$ |
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Liabilities and Stockholders' Equity |
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Current Liabilities |
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Accounts payable |
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$ |
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$ |
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Current portion of long-term debt |
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Accrued compensation and benefits |
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Accrued losses |
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Other accrued liabilities |
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Total current liabilities |
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Long-Term Liabilities |
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Long-term debt, less current maturities |
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Operating lease liabilities |
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Other long-term liabilities |
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Deferred income taxes |
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Total long-term liabilities |
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Stockholders' Equity |
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Preferred stock, par value $ |
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Common stock, par value $ |
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Paid-in capital |
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Treasury stock, at cost |
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Accumulated other comprehensive (loss) |
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( |
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( |
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Retained earnings |
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Total RPM International Inc. stockholders' equity |
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Noncontrolling Interest |
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Total equity |
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Total Liabilities and Stockholders' Equity |
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$ |
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$ |
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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
3
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
(In thousands, except per share amounts)
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Three Months Ended |
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August 31, |
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August 31, |
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2022 |
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2021 |
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Net Sales |
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$ |
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$ |
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Cost of Sales |
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Gross Profit |
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Selling, General and Administrative Expenses |
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Restructuring Expense |
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Interest Expense |
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Investment Expense (Income), Net |
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Other Expense (Income), Net |
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Income Before Income Taxes |
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Provision for Income Taxes |
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Net Income |
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Less: Net Income Attributable to Noncontrolling Interests |
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Net Income Attributable to RPM International Inc. Stockholders |
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$ |
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$ |
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Average Number of Shares of Common Stock Outstanding: |
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Basic |
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Diluted |
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Earnings per Share of Common Stock Attributable to RPM International Inc. Stockholders: |
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Basic |
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$ |
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$ |
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Diluted |
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$ |
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$ |
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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
4
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
(In thousands)
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Three Months Ended |
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August 31, |
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August 31, |
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2022 |
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2021 |
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Net Income |
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$ |
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$ |
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Other comprehensive income (loss), net of tax: |
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Foreign currency translation adjustments (net of tax of $ |
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Pension and other postretirement benefit liability adjustments (net of tax of $ |
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Unrealized (loss) gain on securities and other (net of tax of $ |
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Unrealized (loss) gain on derivatives (net of tax of |
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Total other comprehensive (loss) |
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Total Comprehensive Income |
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Less: Comprehensive Income Attributable to Noncontrolling Interests |
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Comprehensive Income Attributable to RPM International Inc. Stockholders |
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$ |
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$ |
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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
5
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
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Three Months Ended |
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August 31, |
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August 31, |
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2022 |
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2021 |
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Cash Flows from Operating Activities: |
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Net income |
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$ |
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$ |
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Adjustments to reconcile net income to net cash provided by operating activities: |
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Depreciation and amortization |
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Restructuring charges, net of payments |
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- |
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Fair value adjustments to contingent earnout obligations |
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- |
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Deferred income taxes |
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Stock-based compensation expense |
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Net loss (gain) on marketable securities |
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Other |
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Changes in assets and liabilities, net of effect from purchases and sales of businesses: |
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(Increase) decrease in receivables |
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(Increase) in inventory |
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(Increase) in prepaid expenses and other current and long-term assets |
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Increase (decrease) in accounts payable |
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(Decrease) in accrued compensation and benefits |
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Increase (decrease) in accrued losses |
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Increase in other accrued liabilities |
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Cash Provided by Operating Activities |
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Cash Flows from Investing Activities: |
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Capital expenditures |
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Acquisition of businesses, net of cash acquired |
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Purchase of marketable securities |
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Proceeds from sales of marketable securities |
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Other |
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Cash (Used for) Investing Activities |
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Cash Flows from Financing Activities: |
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Additions to long-term and short-term debt |
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Reductions of long-term and short-term debt |
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Cash dividends |
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Repurchases of common stock |
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( |
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Shares of common stock returned for taxes |
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( |
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Payments of acquisition-related contingent consideration |
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( |
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Other |
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- |
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Cash Provided by (Used for) Financing Activities |
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Effect of Exchange Rate Changes on Cash and Cash Equivalents |
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( |
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Net Change in Cash and Cash Equivalents |
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( |
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Cash and Cash Equivalents at Beginning of Period |
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Cash and Cash Equivalents at End of Period |
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$ |
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$ |
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Supplemental Disclosures of Cash Flows Information: |
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Cash paid during the period for: |
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Interest |
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$ |
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$ |
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Income Taxes, net of refunds |
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$ |
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$ |
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Supplemental Disclosures of Noncash Investing Activities: |
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Capital expenditures accrued within accounts payable at quarter-end |
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$ |
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$ |
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The accompanying Notes to Consolidated Financial Statements are an integral part of these statements.
6
RPM INTERNATIONAL INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In thousands)
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Common Stock |
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Accumulated |
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Number |
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Other |
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Total RPM |
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of |
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Par/Stated |
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Paid-In |
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Treasury |
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Comprehensive |
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Retained |
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International |
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Noncontrolling |
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Total |
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Shares |
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Value |
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Capital |
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Stock |
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Income (Loss) |
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Earnings |
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Inc. Equity |
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Interests |
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Equity |
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Balance at June 1, 2022 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive (loss) |
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- |
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- |
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- |
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- |
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( |
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- |
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( |
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( |
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( |
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Dividends declared and paid ($ |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
) |
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- |
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( |
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Other noncontrolling interest activity |
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- |
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- |
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- |
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- |
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- |
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- |
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- |
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( |
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( |
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Share repurchases under repurchase program |
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( |
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( |
) |
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( |
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- |
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- |
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( |
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- |
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( |
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Stock compensation expense and other deferred compensation, shares granted less shares returned for taxes |
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( |
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- |
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- |
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( |
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- |
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( |
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Balance at August 31, 2022 |
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$ |
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$ |
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$ |
( |
) |
$ |
( |
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$ |
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$ |
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$ |
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$ |
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Common Stock |
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Accumulated |
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Number |
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Other |
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Total RPM |
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of |
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Par/Stated |
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Paid-In |
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Treasury |
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Comprehensive |
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Retained |
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International |
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Noncontrolling |
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Total |
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Shares |
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Value |
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Capital |
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Stock |
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Income (Loss) |
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Earnings |
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Inc. Equity |
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Interests |
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Equity |
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Balance at June 1, 2021 |
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$ |
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$ |
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$ |
( |
) |
$ |
( |
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$ |
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$ |
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$ |
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$ |
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Net income |
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- |
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- |
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- |
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- |
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- |
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Other comprehensive (loss) |