RPM International Inc. (RPM) Q1 2008 Earnings Report, Transcript and Summary

Welcome to RPM International’s conference call for the fiscal 2008 first quarter. Today’s call is being recorded. This call is also being webcast and can be accessed live or replayed on the RPM website at www.rpminc.com. 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. (Operator Instructions) At this time I would like to turn the call over to RPM’s President and CEO, Mr. Frank Sullivan, for opening remarks. Please go ahead, sir.

Thank you, Pat. Good morning and welcome to RPM’s first quarter conference call. We’re pleased to report record results for the quarter ended August 31, 2007. We are on plan for the year so far and we are on target for our communicated goals of sales growth of 8% and earnings growth of 8% for our 2008 fiscal year. We are seeing a modest renewal of growth in our consumer business which is good; continuing robust growth from RPM companies that serve heavy industry and infrastructure; and as anticipated, some slowing in businesses and product lines serving commercial construction markets. I’ll now turn the call over to Ernie Thomas, RPM’s Senior Vice President and Chief Financial Officer, after which I’ll provide some comments on our outlook, our three-year strategic plan and then answer your questions.

Thank you, Frank and good morning everyone. I’ll begin with a review of our first quarter operating results compared with the same period a year ago, followed by highlights from our balance sheet and cash flow statements. Before I begin, I should mention there were no adjustments to the asbestos liability in either quarter. Fiscal 2008 first quarter net sales grew 10.2% to a record first quarter sales level of $930.3 million. Seven small acquisitions represented 3.2% of the growth in net sales. Organic sales growth amounted to 7%, an improvement in consolidated net sales including pricing of 1.6%, net favorable foreign exchange of 2% of the growth principally from a stronger euro and also from a stronger Canadian dollar. The industrial segment net sales of $608 million grew 11.5% over last year’s first quarter. Five acquisitions completed during the last 12 months represented 2% of the industrial net sales growth over prior- year first quarter. Organic sales growth in the industrial segment represented 9.5% of the net sales improvement which includes pricing of 2.4% and the impact of foreign exchange, which also represented 2.4% of the industrial net sales improvement. Consumer segment net sales, $322.4 million for the quarter, were up 7.9% from last year. Organic sales growth represented 2.3% of the consumer net sales improvement year over year, including 1% from net favorable foreign exchange. Retail buying behavior was essentially flat quarter over quarter. However, declines in the sales of existing homes and to a lesser extent, new housing starts, have affected several lines of our business. The balance of the consumer segment sales increase representing 5.6% of the growth in consumer net sales over the last year’s first quarter resulted from two product line acquisitions. Our gross profit margin of 41.3% in the current quarter improved from…

Thanks, Ernie. For the fiscal year ended May 31, 2007 we finished a five-year strategic plan period where we communicated our goal of doubling net income over that five-year period, and in typical RPM fashion, we did it. We expect to do the same combination of a deliberate focus on internal growth, which is something that we’ve been getting better at over the last couple of years, combined with the acquisition of product lines and entrepreneurial freestanding companies in fiscal ‘08 and over the next three-year strategic plan period. Our next strategic plan period is three years with a target date of 2010. Our expectations over that three-year period is that sales will grow at a compounded annual rate of roughly 10%, driving a compounded annual rate of net income growth of roughly 12%, with obviously a slower start and what is expected to be a stronger finish for that plan. We’re in the first year of that plan where we have communicated our expectations for sales growth of 8% and earnings growth of 8% for our fiscal year, which will end May 31, 2008. The lack of earnings leverage to the bottom line in our plan is due to our expectations of slowing growth in commercial construction markets and higher levels of spending in marketing, selling and product development areas, all of which are critical to achieving our new three-year strategic plan. What that means for fiscal ‘08 is that we will grow positive growth in industrial and consumer businesses, evidence of the fact that our markets are less impacted by the cyclical markets of new home construction or OEM finishes. We will fight through some challenging areas, we anticipate, in the commercial construction markets and we will spend towards that 8% earnings growth plan, particularly in selling and…

Your first question comes from Jeff Zekauskas - JP Morgan.

Can you discuss the monthly trend that you’ve seen in the industrial construction market going from June/July to August, what you’ve seen in September so far?

We really don’t provide guidance from one month to the next. I can tell you that in heavier industry areas like petrochemical, marine, power generation, infrastructure we are seeing as robust growth as we’ve seen in a long time. Very solid, double-digit core revenue growth and we expect that to continue. In the commercial markets our expectation was, and we think it will come true, that the markets will be impacted by the significant slowdown in the residential construction market. We’re seeing slowing in some of our businesses that in prior years might be growing at high single or low double-digit rates to middle-digit rates and we to be positive for the year for a number of reasons related to RPM. We expect that to continue to slow down and our expectations for the second half of the year is that product lines, for instance Tremco sealants would be relatively flat as a result of slowing in commercial construction markets as opposed to industrial.

How big is the commercial piece out of your industrial?

I would guess -- and this is just a guess -- but as far as we can tell our exposure to commercial construction is in the $300 million to $500 million range and that’s on a global basis. We had previously communicated that our direct exposure to residential new construction is about $100 million and then the balance of RPM products are really focused on renovation, repair and maintenance. I think you can see and you will see it reflected in our results versus some of our peers. We are facing many of the same challenges, we just don’t have the same exposure to either the housing market or more cyclical OEM cycles or OEM customers.

What you just said is what you expect for the commercial construction market in the second half is for the volumes to be flat, or is that an estimate for the full year?

In the second half we see it slowing down and to your earlier question, it’s an area for us that has gone from a year ago high single-digit, low double-digit growth rates to middle single-digit growth rates. I think by the end of the year it will at that level or slowing more.

Likewise on the consumer side, can you discuss some of the trends that you’ve seen at Home Depot and how the DAP product line is faring?

Yes, the DAP product line, for instance, was a very challenged product line for us last year. It was one of the product lines that had a greater exposure to residential new construction. You could go into a new home and find cases of DAP that was used around windows and in different areas and drywall, things like that. We are actually seeing positive growth, albeit very modest in our consumer businesses, including DAP. We are spending into that. We are in the middle of a new product roll-out at some major accounts with a new technology. It is a modified silicon technology with DAP called 3.0. It’s going very well. In terms of selling and marketing expense, we are spending into that and into the expectation that we will have year of positive growth in our consumer businesses, unlike last year where it was down. We’re seeing that so far. The markets are still very challenged. If you look at the categories that we’re in, for instance, in paint and coatings in a lot of the big box retailers, you will see that the categories are down, in some cases significantly. But that’s principally related to the larger volume architectural house paint. When you get into the more typical RPM products, patch and repair products, spray paints, small project paints, we are actually trending positive on a same-store basis. The other reason I think that we expect that to continue isn’t necessarily a sign of strength. We’re just comparing to some weaker results last year as you certainly know. We have some easier comps for sure.

Your next question comes from the line of from Saul Ludwig - KeyBanc.

Ernie, what was the price component of the revenue change in consumer?

Yes we have that, Saul. It was 2.4%, I believe.

2.4%. So that would have meant that your volume would have been down about a percent, right?

No. Volume was actually up a percent. We were up about 1.3% in volume.

1.3% in volume and you had 2% in price and you had 5% in acquisitions and 1% for FX. Something is not adding up here.

We’ll get back to you, Saul. We were modestly up in terms of our actual volume.

Two questions on the asbestos. You ended last year in your current liabilities for asbestos payments at $53 million. You have at the end of the first quarter $53 million is your estimated current payment expected for asbestos, yet you spent $22 million in the first quarter. You said you were going to spend $22 million in the second quarter. I’m confused about your rate of spending versus what your balance sheet says is your expected rate of spending for the next 12 months.

Sure, we obviously look at that regularly and when appropriate we will adjust that. It’s higher than expected in terms of what we would have expected three or four months ago. The costs that we are experiencing is really a transition cost and it’s a good move and it’s really related to two areas. One, we had a relatively small firm that was our national defense counsel for years, had a great partnership with this firm and they did a great job for us. In that process they developed into our data manager which is quite a job with the caseload and all that that we have. We are in the process of transitioning from them to Navigant who is probably the most sophisticated data manager for contingent liabilities and the most sophisticated data manager for asbestos liabilities. In that transition, we’re incurring higher costs but the actual run rate on an annualized basis for Navigant will be somewhere in the $200,000 to $300,000 a year range for that service versus nearly $1.5 million in our former structure.

Because you’re going to spend $22 million in the first quarter and you’re going to spend $22 million in the second quarter; that gets you up to $44 million for the first half of the year.

Let me finish, Saul. The second area in transition is in a number of State level defense counsels and in one particular instance we will be moving from a defense counsel in one state whose run rate and actual experience was at $12 million plus a year and our new run rate will be at $3 million to $4 million a year.

Also, Saul, the 53 is a rolling 12 months so it’s what we expect to spend in the next 12 months.

Just to finalize that comment, we are experiencing duplicate costs in that transition as we transition from some former defense counsels to new defense counsels. The net result of which should materially bring down our defense costs, which as you know over the last four or five years has gone from $8 million a year to something slightly in excess of $25 million a year. So at the end of the day, this is all good news, but we are in a transition cost that started this summer and will be completed this fall.

So this is like a big deal where you dump one set of defense counsels and you pick up another one; decisions are not made lightly in that area.

That’s correct.

The next question I have is this higher level of SG&A spending, your SG&A spending was up 14% year over year. You comment in your release that this is for new marketing programs, new products. I was surprised to see SG&A up that much and what do you expect to get for this additional spending? How long will this spending at a rate higher than sales growth continue?

First let me comment on any surprise out there. We communicated starting this summer about our ‘08 fiscal year that sales would grow at 8% and earnings will grow at 8%. Obviously that reflects a big lack of earnings or leverage to our earnings in the bottom line and it’s principally a result of intended spending in areas I had commented earlier like DAP. DAP had a challenged year last year because of the impact of the housing market. We’ve got some significant big new product introductions there, one of which is rolling out now across our largest account. We are spending into that in terms of some marketing. We are spending on a lot of selling expenses in product lines like Tremco Roofing, in our Carboline product line, in our Fibergrate product line. We are spending dollars in some green building initiatives if you will. If you look at the portfolio of products that lend themselves to a lot of the green building areas, that’s an area that’s starting to pick up momentum, the most efficient siding in the market today anywhere is Dryvit. There are a number of initiatives in our Tremco sealant business and in that area. There’s also some initiatives with our Fibergrate business with their Indian partner who is a actually a producer of components for windmills. So we’ve got a lot of spending initiatives that are ongoing and they were deliberate. Obviously, we may not have communicated that as clearly as we should have. But as you know well with RPM, an 8% revenue growth should hit our bottom line a lot harder than 8%, if we didn’t have a number of spending initiatives. We think spending in the consumer area now is the right thing to do, particularly in our categories, because we think that the decline in revenues there has bottomed out or is bottoming out as we speak, particularly in our categories which again, are not architectural, paint-related or in the consumer area; not really commercial construction-related, but more maintenance and repair.

Saul, just to add to what Frank said, we also pick up SG&A from acquisitions that were acquired after the first quarter last year.

I’m aware of that.

You’ve got a full roll on plus the foreign exchange from our foreign operations actually go up with the exchange rates.

So do their sales and so does their gross profits too, so.

Right.

Your next question comes from the line of Robert Felice - Gabelli.

Just piggybacking on the last question, during prepared remarks, Ernie mentioned that some of the SG&A expense was one-time in nature and I guess he was referring to some of the FX in acquisition. If that’s the case, first, how much of that is one-time and then going forward, should we expect that to decline?

There was one other area at one time which is compensation-related, related to some of our strategic plan equity-incentive compensation.

The exchange and the roll-on effect of the acquisitions occurring after the first quarter last year were fairly significant. I think together, they were about $20 million of that $30 million increase, so pretty significant.

You really got a benefit from the tax rate during the quarter that helped the EPS line. For the full year, can you update us as to what you expect your tax rate to be?

We expect to be in the 32% to 34% range.

If I remember correctly, that’s slightly below your prior expectations.

That is correct. You could probably even refine that a little bit more to 32.5% to 33%, somewhere in that range. So it will be more favorable to our prior communication, but I think slightly bigger than last year.

Comparing your expectations from three months ago to today, it seems like the SG&A may have come in a little higher then expected by that’s being offset by a lower then expected tax rate, is that correct?

No. The expenses that we have are all intended. There are no out of budget spends that are going on in terms of where we are. Again, it doesn’t like we communicated it very well in July but this was a year in which we very much intended to continue investing in some programs and initiate others and the best example I’ve already commented on was DAP. We spent a challenging year last year with declining revenues and trying to maintain a decent bottom line there by appropriate expense cuts across that business and across our whole consumer segment we had negative core growth and we see that bottoming out and it’s very much our annual plan and intent to spend into that in terms of opportunities to hit our bottom line positively when the core growth starts to pick up.

What I’m getting at or wondering is that if you expect your tax rate to be slightly lower for the full year and you haven’t changed your net income growth expectations, that would suggest to me that something else within there is offsetting that leverage. Perhaps you can just delve into that a little bit?

All I can tell you is that we’re pretty deliberate in how we plan, whether it’s a longer term plan or an annual plan. This year we plan to grow 8% and that will come not only from growth but it’s going to come from spending. So we will grow our way up to 8% or something in that range and we will spend our way up to or down to 8% as well. There are a number of initiatives out there that we’re doing. So that’s our current plan. How the tax rate falls out, it’s a little bit challenging for us just because we’ve got a $2 million plus one-time benefit in the third quarter last year that we don’t expect to repeat. That’s the best I can answer your question. But I can’t emphasize enough the fact that we will grow our way into and spend our way down to what we think is going to be an 8% earnings and EPS growth rate this year excluding acquisitions. As Ernie commented on, with a requirement to expense more acquisition costs up front and an inventory mark up, these acquisitions typically will hurt us in the early period or the first period they’re part of us. But if we do them right, they will help us in future periods and while one $30 million deal won’t impact our net income to any material extent, if we can get some of these other deals in, then I think that on a consolidated basis you’ll see us be able to beat our results. I’m really talking about the core of RPM that existed as of June 1 of this year.

You touched on consumer business in response to a prior question. I wanted to go back to that a second. With consumer sentiment declining, what gives you the confidence in renewed growth through the remainder of the year? I would imagine we’ve yet to see a lot of the fall out from a number of developments in the financial markets over the last couple of weeks. In the residential construction market the consumer seems to be slowing quite a bit. So perhaps you can just delve a little deeper into some of the trends there and what gives you that confidence.

Historically, and it’s probably less true today because we do have business and product lines like DAP that are exposed to new construction. Historically our consumer products in some ways reacted counter-cyclical. When you go through a period in which not so much new construction but housing turnovers slowed, that kind of stalled consumer activity in our product categories at a lower level of housing turnover and I believe at a lower level of new construction as long as it bottoms out. Then what you see is people maintaining their homes and doing modest redecorating. Our products again aren’t typically used on the $100,000 or $50,000 remodeling of a kitchen. They’re used to repaint, redecorate, maintain and so historically over the last 20 years, a lot of our products have been counter-cyclical and in terms of the patch and repair product lines of DAP, and we have market share in every major home center in terms of patch and repair, in terms of the rust preventative and decorative products of Zinsser and Rust-Oleum. We think that will hold true here now. Note we are talking about modest rates of growth here, low single-digit and that’s a combination of the more steady nature of our product lines versus our peers and the fact that we’re comparing it to easier comps in terms of actual declines in the prior year. So this isn’t any big, robust thing at this point in time but it is positive and we’re seeing it continue, and we expect to see that for the balance of the year.

Your next question comes from the line of Keith Wiley - Goldman Sachs. Keith Wiley - Goldman Sachs : I just had a quick question on the acquisitions; you mentioned you might be able to get the opportunity to do some larger ones. I noticed that your credit ratings are BAA 3 negative. I’m wondering, can you do these larger acquisitions and are you committed to maintain that investment grade rating as you pursue them? Would that require the use of some equity and debt financing?

The answer to the first part of your question, maintaining investment grade ratings have always been important to us. The improvement in our liquidity, leverage ratios, interest coverage ratios in the last five years from where we were put into the current rating profile is dramatic. I expect the situation has had more to do with our current ratings than our actual credit profile, which is equal to or better than some of our peers that have a more solid middle or upper triple-B rating. So that’s an issue for us to keep in mind. Maintaining an investment grade rating is important to us. We feel we have significant liquidity -- I’m searching for the right word. We’ve got significant room within our existing lines. We’ve got about $420 million of liquidity to do acquisitions that are sizeable and maintain our investment grade rating. Anything bigger than that, we would look at in terms of how we would fund it. In the past we have used equity or gone back and refinanced with equity or equity-linked securities. In every instance it would be deal-specific. So in terms of accretion or dilution, how we fund it, a larger transaction in some combination of debt or equity would be specific to that transaction and incorporated in the price that we paid for that transaction. We’ve never done a diluted deal and we’re not going to start. Having said that, we were successful for many years -- we did a $300 million deal with DAP in 1999. We did a $350 million deal, roughly $300 million with Tremco in ‘97 and they were all within the value range that worked for RPM for 30-plus years. As you know, the private equity market has really priced the strategic players out of deals even of that size, not so much because they were happening, just because the price expectations were more in the private equity space. I think at least temporarily that game is over and it will take probably six to nine months for the market to adjust to what we would consider to be more normal valuation ranges. One last comment on that is our debt structure today with a 43% debt to cap ratio on a net basis does have a $150 million convertible security, which is well in the money and it’s got some unique features to it that it’s very positive cash flow wise. It’s got a 2.75% coupon so we like that. But nonetheless, there’s one piece of our current debt structure that we treat as debt but is a convert that is well into the money and so that’s also to keep in mind in terms of our current credit profile and rating.

The next question comes from the line of Greg Halter - Great Lakes Review. Greg Halter - Great Lakes Review: Correct me if I’m wrong, but it looks like corporate expense was about $11.2 million versus $8.5 million, up about 33%. Can you discuss what the factor is on the increase there?

Yes a lot of the one-time expenses that Ernie referenced are in that corporate expense area and so that is a higher than normal run rate for corporate expense. Greg Halter - Great Lakes Review: Where should the normal run rate approximate?

Maybe in the 8.5% to 9%. Greg Halter - Great Lakes Review: On the asbestos side, I know there’s the suit against the insurance companies. Any updates that you can provide us there would be helpful.

Sure. I don’t have a lot more to add than what we talked about in the past, but the summary judgment is done. We would expect the judge to rule on the summary judgment motions certainly within this fiscal year and it could happen within a matter of a couple of months, or four or five months. It’s really in the judge’s hands. We feel really good about our case. We think the fact that a major sophisticated insurance company settled their way out of this a year ago lends credibility to how we feel about the case. But having said that, I have challenged our lawyers to a position of making this very meaningful. So we are going to have either a settlement and/or pursue a judgment that is worth hundreds of millions dollars and some reinstatement of insurance or we’re going to get zero, because you will not see any more $15 million settlements or anything close to that relatively small size given our position and given the significantly higher exposure of the remaining insurers. Greg Halter - Great Lakes Review: If we could go back on the pricing again on the industrial versus the consumer. I’m not very clear in the quarter, what amounts those different segments were up.

Let me clarify that. The industrial was 2.4% and the consumer was actually very small, 0.2%. So it was very small. Greg Halter - Great Lakes Review: Last question, I noticed on your cash flow statement there was a small amount of share repurchase, I think 3.5 million.

Equity plans. Greg Halter - Great Lakes Review: Nothing any different than that though?

Right.

Your next question comes from Amy Zhang - Goldman Sachs.

Can you give us an update on your general review on the demand trends in the U.S. paint industry? Obviously the market now is talking about a 4% to 5% demand decline for calendar year ‘08. One of your competitors has pre-announced for his October quarter and reduced the inventory in anticipation of tough market conditions going forward. Can you just give us an update there?

This will be a little bit of a repeat of comments I made earlier. The challenges that are facing our industry generally impact us as well as our competitors. Having said that, we have substantially less exposure to cyclical markets. We are not in the architectural house paint business. We are not, in any material way, in the more cyclical OEM coatings business. For instance, our exposure to new furniture construction or new furniture manufacturing might be in the range of $30 million or $40 million. Our exposure into other OEM in terms of different product lines we have is probably in the $60 million to $80 million range. So we have very modest exposure to the types of things that this housing slowdown will impact in terms of architectural coatings or the related OEM coatings on things like white goods, appliances, furniture. That’s not our market. Furthermore, I don’t have really a good handle other than what I read on architectural paint volumes because again that’s not our space. I don’t know if this is a good answer for you, but we expect to see modest increases in our consumer business versus some of our competitive peers who have more exposure to architectural coatings where clearly the impact of the residential housing decline is going to impact them far greater than it will us. The one area where we saw that exposure more directly was in our DAP business that has maybe 25% of their business directly exposed to new construction.

Can you give us some update on your pricing strategy particularly on the consumer side given some big box home improvement retailers that are seeing difficult demand trends might become more aggressive on seeking price concessions from their suppliers going forward?

We have gotten price increases across all of our businesses, consumer and industrial over the last three years. It’s been a struggle. It has been very much justified by first actions we’ve taken to be more efficient in terms of our operations and then most directly by probably the most dramatic increase in raw materials in our industry ever. We have lost about 300 basis points of gross margin due to the inability to pass on enough price to cover both our raw material cost increases and maintain our margins. We’re starting to recover that. Again, versus some competitors who are in more commodity spaces in our spaces, particularly in consumer, our products tend to be smaller ticket items. Our products are branded and so while you can find a different spray paint from a different competitor, you can’t buy Rust Oleum from anybody but RPM and the same is true in many of our industrial markets. In fact, we would expect in the coming couple of years to recover some of that lost gross margin, in part dependent upon oil prices but also in part dependent upon what we see as significant capacity coming into the chemical space, principally in China, India and the Middle East. It is going to be coming on a little bit this year but more in the 2009 through 2012 timeframe which should have a meaningful impact on the supply and demand issues that have been a significant part of our raw material price increases. So if anything. we see gross margins picking up and this first quarter was the first year-over-year marginal improvement in gross margins that we’ve delivered in three years. Amy Zhang - Goldman Sachs: Lastly, with the crude oil price stabilized around $80 can you give us an update on your raw material trends over the remaining quarters of this year?

Sure, our raw materials are relatively stable right now with a few exceptions and there are some exceptions that are related to, for instance, a slowdown in the housing market. Some areas where we’re actually seeing some price declines, areas like TiO2, there remain other areas of raw materials that are stubbornly high. Copper, for instance, is a major raw material for some of our marine coating product lines. Zinc is a major raw material for a lot of our corrosion control coatings and so the metals market have remained stubbornly high and they’re a little bit volatile. From one month to the next they could go down and then perk right back up. Epoxy resins have also been relatively high although we have some plans to address that. With those comments in general, we’re in a period of time at $80 a barrel of oil where our raw material pricing is relatively stable. Back to your earlier question, at these levels we think particularly given some of the supply and demand dynamics that are changing, that over time we will be able to improve our gross margins. Now if $80 oil turns into $100 oil, we’ll probably be having a different story and taking some different actions.

Your next question comes from the line of Vital Aelion - Bank of America Securities.

can you talk about potentially positive catalysts other than micro-catalysts that could turn EPS into a number that is higher then you are currently anticipated?

Well the types of things that could drive our EPS higher would be if and how quickly we could get some of the acquisition activity that we’re looking at completed. A couple of the opportunities we see would be nicely accretive once we get past the initial step of the acquisition costs. I think the other area that would help us significantly is a stronger industrial market than we’re anticipating in the second half. Our outlook for commercial construction in general in our planning is that it will be at best flat in the second half of our year. If we are incorrect in that, then we should surely have a stronger year than what we’re anticipating. It doesn’t feel like we’re wrong there right now but that’s another area that would help. I think those are the biggest things that I could point to in terms of being able to meaningfully move our earnings higher than our forecast.

If I can ask the question in the opposite, what would be the negative catalyst to EPS, again other than micro catalysts that would make you fall short of 8%?

Other than macro issues, $100 oil prices and stuff like that I don’t know that they are there. We have some big spending initiatives embedded in this plan and if markets get more challenging than we anticipate we can start cutting some of those spending initiatives. Thinking about our year in terms of our goals is I think you need to be very deliberate about it, because we’re going to be very deliberate about hitting that 8% target and I think we have an appropriate amount of caution in terms of where the construction markets are going and we also have a significant amount of spending for growth initiatives such that if things turn out to be weaker than we thought we could take an axe to some of those spending initiatives pretty quickly. A fair number of those spending initiatives are actually planned for the second quarter. We will be doing TV advertising with DAP for the first time since DAP has been part of RPM. There are a lot of different programs we’ve got going out there that we’re pretty excited about, and will also help us -- and that was in my prepared comments -- build into what we think will be a momentum-building in terms of our three-year thinking between now and 2010.

Your next question comes from the line of Rosemarie Morbelli - Ingalls & Snyder. Rosemarie Morbelli - Ingalls & Snyder: Looking at your expectations for the year, last year’s first half was actually weaker than the second half and then you saw some pickup in the second half, which means that this year the comparison is easier in the first half than it will be in the second half, in addition to which the consensus out there is for a slowdown in the economy. Whether you are as impacted by it as much or less as some of your competitors, you are still going to be affected to a certain degree. So with a 9% growth rate in earnings in the first quarter, let’s assume that you have a similar level in the second; I would expect that earnings growth to slow down in the second half. First of all, it would be flat in Q3, but as you said it’s almost irrelevant. It also means that you would expect a very strong fourth quarter with a more difficult comparison in the slowing economy. So could you help us understand how you are going to get to that 8% for the year?

I probably won’t help you a lot more than we already have. As I said, we quit providing quarterly guidance in October of ‘02 and I think it’s a bad practice both externally and internally. I kind of broke my rule after all these years by providing some guidance on the third quarter, but I wanted to make it clear relative to what we had last year’s third quarter. So that’s about as much guidance on quarters as I would give you. But I think it does give you some pretty good guidance with our first quarter as to where we are having released these results; and my comments on the third quarter and our strong belief that we’ll see a year in which earnings are up 8%. How you decide to spread quarters for the balance of the year is certainly up to folks that look at things on a quarterly basis. Rosemarie Morbelli - Ingalls & Snyder: But don’t you agree that in terms of a comparison basis, the second half will be more difficult than the first half because of the trends last year?

Absolutely and that’s one of the reasons why we are pretty comfortable in commenting that for instance, in the construction markets that we expect them to be relatively flat. Those products and those businesses of ours that are in that market had a pretty strong finish last year and well, the comparisons are tougher and we think the environment is slowing. Conversely, our industrial businesses are humming and we don’t see that slowing at all. I wish that was more of our business today, but it’s a nice size. We also think that the consumer businesses will actually, as the year progresses, trend upward. We’re spending, as I said on the call, we are spending into that belief. We’ve had some real weakness in the consumer markets; we have some insight into residential new construction with our Tremco Barrier Solutions, which is a very high-margin but a direct play in residential new construction. We have a 40% market share for the market for waterproofing and insulating residential basements and new construction. So we have a pretty good insight into how many holes are being dug, or more appropriately in these days, how many holes are not being dug on that side. We also have a pretty good sense of where we think we can go with our big customers on the consumer side which will be different from our peers because of the differences in what our products do versus what some of our peers’ products do. That’s as good as I can tell you. Rosemarie Morbelli - Ingalls & Snyder: When you talk to your customers, Frank, do you hear them talk about slowdown or are they continuing to be quite positive in terms of expectations? I mean, you said the industrial business is humming; well, your quarter ended in August and it looks as though some things are falling out of bed in September, based on either actual orders decline or comments from customers saying that they are really concerned and they are going to deal with their own inventories and are going to be cautious. What do you hear from your customers?

I think, for our industrial segment, Rosemarie, there are three ways to look at it. I’ll tell you the three ways first and then talk about each. One is what we consider heavy industry, the second is commercial and the third is understanding the split between international and North America. The heavy industry, the businesses that our Carboline product line or Fibergrate or StonCor product line and our Tremco Roofing product line to a certain extent including infrastructure, are very strong and all signs are that they will continue to be strong for some period of time. It’s the flip side of $80 oil. With $80 oil there is a lot of spending that didn’t go on from the late ‘80s to late ‘90s. It’s now going on today in power generation, power distribution, in steel, in marine, in petrochemical, in offshore oil and we’re in a good position to participate in that. Even in odd things like nuclear; our Carboline business has the No. 1 specifications which was quite a job to go through that many years ago in terms of coatings for nuclear power plant facilities. So there are a lot of areas there. Highway bridges were a major player in and across North America. Commercial, conversely, if you’re Tremco Roofing, you’re doing almost 99% reroofing in institutional markets: hospitals, healthcare, schools, universities, military. That business is as steady as it has ever been and we get better at that, particularly in the service side. If you’re in Dryvit, if you’re in Tremco Sealants, if you are in some of the markets where we serve commercial construction, that’s the area that we think is slowing and will be slowing down. That’s I think the right way to look at the markets that our industrial businesses serve and why we feel the way we do. Rosemarie Morbelli - Ingalls & Snyder: You said you were going to deal with International versus North America and you have very little?

International is doing quite well. Europe is stabilized and I say that for a number of years Western Europe was growing like a weed. We think that growth rate is not slowing down, but it’s not growing quite like it was. Conversely with our Illbruck business, Illbruck and Tremco it’s done quite well in Western Europe. The planned integration that we undertook is now complete and we are investing heavily in Russia, in Eastern Europe, our Carboline business with this acquisition of Star Maling in Norway. The acquisition piece of what they’re doing is just one piece of being much more aggressive in the petrochemical area and marine markets globally and those markets are growing at great rates. Our problem there is that we tend to be growing from a relatively small base. So our industrial markets are doing quite well also in international geographies although it’s a smaller piece of RPM, as you know. Rosemarie Morbelli - Ingalls & Snyder: Right. It is about 16% isn’t it?

77% of our 2007 revenues were generated in North America. Rosemarie Morbelli - Ingalls & Snyder: If I may, you talked about the initial costs of the acquisitions being dilutive therefore the acquisitions being dilutive at the beginning and then picking up. How long is the beginning? Are we talking about one quarter, two quarters? Are we talking about one year of dilution?

It really depends, Rosemarie. In some instances it’s one quarter, with a freestanding business where you would expense acquisition costs and perhaps have an inventory write up. More of our acquisitions are product line acquisitions or businesses where we’re doing some element of integration. So in those instances four to six months would be typical. In a larger instance like Illbruck we actually closed an existing Tremco plant and integrated them into some Illbruck production. We consolidated some distribution and boy, that took us more than a year. But in any instance less than 18 months and in other instances it’s just the period in which the acquisition is acquired. Rosemarie Morbelli - Ingalls & Snyder: Just not to beat it to death but the 8% of top line growth just making sure I understood properly does not include acquisitions, including the latest one in Finland?

That’s correct and to add some more color to that, that 8% growth -- and I don’t have those numbers exactly right -- but that 8% growth is probably a planned assumption of 5% or 6% core growth split between some higher rates than that in industrial and much lower rates than that but positive in consumer. With the balance, Rosemarie, of being a couple of percent, 2%, 2.5% of that 8% is really the add-on in ‘08 of acquisitions we completed in ‘07. But that’s the RPM that existed as June 1. Star Maling will be additive to that 8% and any acquisitions that we do, if we do any further in this year, will be additive to that 8% growth expectation on the top line. If we do them timely and we do them right hopefully will also be additive to that 8% expectation to earnings growth. But again that’s very circumstantial, mostly in terms of the timing of when we get them done and then how quickly we absorb any transaction costs and get the integration going so that they become accretive. Rosemarie Morbelli - Ingalls & Snyder: Two quick questions for Ernie if I may. On the interest expense line, is the first quarter level a good level or do we have to add the additional borrowing for the Star Maling acquisition in the next three quarters?

I think what you see there is a pretty good indication.

I think we’ve got a fair amount of cash in Europe, Rosemarie. I don’t know off the top of my head exactly how that was funded, but I would guess that the vast majority of it is from cash in Europe. Rosemarie Morbelli - Ingalls & Snyder: But that would take out some interest income. So net-net was it all incorporated in Q1, or is there a little piece of additional cost or lack of income that is not showing up in the first quarter?

It wouldn’t move materially.

Keep in mind, too, the Star Maling was done in September so it’s a second quarter event. It’s not a first quarter event. Rosemarie Morbelli - Ingalls & Snyder: Ernie, you say that it is too small to make that much of a difference?

It won’t make that much of a difference.

To interest expense Rosemarie, we saw higher interest expense if you net out the $1 million plus prepayment penalty we had for retiring some bonds last first quarter because of higher interest rates. Obviously we’re starting to see the rates come down as it relates to the half of our debt levels at our floating rate. Rosemarie Morbelli - Ingalls & Snyder: Lastly, of the 5% organic growth company-wide, and you may have said that but I missed it, what was the split between volume and price? 5% excludes FX already?

Yes. We take FX out of that. Pricing was 1.6 overall. Rosemarie Morbelli - Ingalls & Snyder: And you think that if the economy slows down and therefore there is more competition in terms of selling volumes you are still going to be able to get some pricing?

Yes. Again, I think that we’re going to keep fighting to not only maintain but regain where we are. I think we’re in a good space right there. There are two flip sides to that. If there is more robust growth in the economy than we anticipate we’ll benefit from that on the revenue side and that’s really what would drive, along with oil prices, higher prices. If the economy slows, and for instance big paint guys are buying less TiO2, packaging comes down, things like that, then we should benefit form that scenario particularly in an environment where some of our publicly-compared peers are seeing 3%, 4%, 5% absolute revenue declines or core growth declines and we’re able to maintain positive growth. The supply and demand issues in some of our chemical space, as long as the underlying fundamentals in petrochemical and oil stay the same, should help us, not hurt us.

Your next question comes from Jeff Zekauskas - JP Morgan. Silka for Jeff Zekauskas - JP Morgan : I’ll try to keep this quick. During the last [inaudible] in 2001, I think you also initiated a very large restructuring and you took on a lot of headcount, and lots of plants were consolidated. Is that something, are there other things you could do this time around? In that sense, Ernie, it seems that your CapEx for the first quarter was pretty low. I think it was $5 million in the first quarter and I think last year in the first quarter you spent twice that. So can you also just ratchet down your CapEx spending to maintenance level?

The answer is yes on that, but the cash flow issue in the first quarter and CapEx issue in the first quarter, those are really timing differences. We would expect our after-tax from operations for the year including asbestos to be up 12% to 15% so we expect pretty robust performance there. A lot of that is timing. If you look over the last 25-30 years, we’ve been able to maintain positive momentum regardless of the economic conditions. The ‘99, 2000 and 2001 period that you’re referring to actually was a restructuring driven more on our consumer businesses, and it was when we organized RPM into the groups that we are today. So recall we had 80 manufacturing facilities, 40 of which operated on a one-shift basis and at the same time we were picking up market share at Home Depot. We became their category manager in 1997, 1998. So we were gaining all this share. We were getting the snot kicked out of us in terms of how inefficient our operations were. So we were actually growing ourselves in the lower margins and a terrible cash position because manufacturing lines weren’t very efficient. That restructuring had more to do with kind of a historical buildup of plant inefficiency and not really being as focused on manufacturing competitiveness as we are today and less to do with the impact of what was a tough downturn in 2001, 2002. Silka for Jeff Zekauskas - JP Morgan : Can you quantify the spending initiative is for this year that is baked into your 2008 guidance?

I don’t have that number off the top of my head but it would be relatively easy to calculate. I think you would have, if you assume a stable gross margin and look at where our SG&A spend was last year and assume 5% plus core growth rates and it would be relatively easy to calculate. It’s tens of millions of dollars and it’s in India. It is in some new product categories in DAP. Having had a terrible year last year in DAP we are very deliberately spending in a number of selling and marketing and new product initiatives. It’s in our industrial businesses where we are really starting to ramp up what, for instance at our Carboline, which is an international presence to what’s more and more looking like a global company. So it’s in a lot of different areas and it is tens of millions of dollars. To your earlier question, if the economy and our performance are worse than we anticipate there are millions and millions of dollars of spending initiatives that we can either put on hold or just cut. That’s something that we’ve proven the ability to do I think surgically as we brought our SG&A down from 34% to today’s 30% over the last five years which was a combination obviously of the leverage in terms of our revenue growth but also being more deliberate in where we spend money and where we don’t. Silka for Jeff Zekauskas - JP Morgan : But your current earnings guidance really is based on, is based on your spending, executing all of these initiatives.

That’s correct. That’s why if our assumptions on the economy are correct that 8% number’s a pretty good number because we won’t not only will grow to it and fight our way through it and challenge businesses but we’ll spend down to it unless something in the macros environment changes our outlook either positive or negative. Silka for Jeff Zekauskas - JP Morgan : Did I hear correctly that your corporate expenses should be a run rate of $8.5 million to $9 million?

Yes.

Yes, 9% per quarter.

Yes, roughly 9%. Silka for Jeff Zekauskas - JP Morgan : So that would mean that’s quite a bit lower than what we’ve seen in the quarters last year then?

That’s a catch-all category. There are a lot of things that go into that.

We’ll get you better guidance on that, Silka and we’ll communicate that on the next conference call and get something out there on that. But we had a good $1.5 million plus of one-time events in that category in this quarter. We’ll have to get a better feel for that. But this quarter was higher than a normal run rate because of some of the one-time elements that Ernie had commented on earlier. Silka for Jeff Zekauskas - JP Morgan : It just seems that if I look at, if my model’s correct, if you look at the November quarter, I think corporate was $15 million and for the February quarter it was $12 million and then it was almost $14 million in May. So if you go down to $8 million to $9 million that would be a very large reduction.

We’ll get you a better number on that and we will communicate that more broadly once we have a better answer on that.

Your final question comes from Saul Ludwig - KeyBanc.

Frank, that was very appropriate of you to talk about the third quarter; we appreciate that because the tax rate is a big item. Last year in the industrial sector in the third quarter, their earnings were flat with where they were in the third quarter of ‘06. Yet your sales in the third quarter this year are going to be almost $100 million more than they were in the third quarter of ’06. You would think that you’d be able to make some more money in the industrial sector in the third quarter, given that you had a flat year last year. And then in the consumer sector, your earnings were up a little bit last year in the third quarter and you commented about expecting acceleration in the consumer business. Relative to corporate expense, you had $12.5 million in the third quarter of last year and we think it will be somewhat less, whether it’s $9 million or $10 million.

We will get you a better number on that corporate expense.

On the two operating businesses, wouldn’t you expect those businesses to have higher operating income in the third quarter because of the easy comparisons?

I don’t have the right answer for you there, Saul, other than a consolidated business. Interestingly enough, we got beat up in our third quarter last year because people felt like all the gains were tax-related. When you look on a consolidated basis, our EBIT was up 15%.

Yes it was; 22.5% versus 19.7%.

Yes and in our business, 15% EBIT growth is pretty solid and I can tell you that in terms of how we look for the year and what our plan is for the third quarter, it’s flat. That’s as blunt as I can be.

Flat at the EBIT line?

It’s going to be flat.

At the EBIT line?

It’s going to be flat. So what I can tell you is without getting into more detail, I wanted to provide that color on the quarter which I hope not to regret because as I said, I think providing quarterly guidance is a bad practice both externally and internally. But it’s an odd quarter for us and it’s so small seasonally that $0.01 plus or $0.01 minus is a big percent and it can depend on whether we have a bad winter or an easy winter or whether we have a big sell-in to our consumer accounts in February instead of March. So there’s a lot of funny things that occur in that third quarter that make it a hard quarter to figure out. The reason I commented on it is that many of the analysts that follow us and do count quarters are all over the place versus where we were last year and what their expectations are for this year. So I wanted to point out that our expectations for the year on a core basis is that it will be relatively flat and remind people that the lion’s share of the net income and EPS gain last year was related to a one-time tax event.

But by flat, did you mean flat at the EBIT line or flat at that net income line which impacted the tax rate? What did you mean by flat? You may be off, but I just want to understand what you meant by flat? Which line are you talking about being flat?

I really don’t want to provide any more guidance than that and it’s not only because I’m being cute because it’s such a small quarter that whatever I tell you will be wrong by $0.01 in terms of the reality. And it’s a quarter in which if we have a penny more we’ll be up by a big percentage and if we have a penny less we’ll be down by a big percentage. If we have the same pennies, then we will be flat to EPS. We will not repeat a $2.2 million one-time tax benefit. We will not likely repeat, we are not planning to repeat a 15% EBIT gain. Those are the two pieces of guidance I want people to get for the third quarter.

Just curiosity, to finalize, you said you were going to do TV advertising for DAP now. Why would you be doing TV advertising for DAP now when we’re going into the winter?

No, no. It will be in the spring.

You said the second quarter. You mean second calendar quarter?

That’s correct. That will be at the end of the fiscal quarter. I was just using that as an example of some of the spending initiatives that we have in this year’s plan that get you to that 8% rate. It’s also an example of some of the spending initiatives that will drive earnings down to 8% or that will be relatively easy to defer or just eliminate in the event that we find ourselves in a more challenging environment than we anticipate. A lot of spending initiatives like that this year.

Gentlemen you do have a final question from the line of Mike Hill - Travelers. Mike Hill - Travelers : I know you mentioned that you don’t have any architectural paint exposure. We did see the recent news out of Rhode Island regarding lead paint, lead-based pigments and I’m wondering about Rust-Oleum or some other products you have.

We do not have any lead paint exposure. We are not involved in the architectural house paint business. Rust-Oleum has never had lead in their products. Fortunately it’s not an issue that is of concern to RPM or our companies or our historic products. We have our own challenge, which we are now on the slow downside of, in terms of asbestos. But lead paint is not an issue for us.

There are no further questions at this time. I would now like to turn the call back over to Mr. Frank Sullivan for closing remarks.

Thank you very much. RPM’s annual meeting of shareholders will be held tomorrow at 2 pm at the Holiday Inn in Strongsville, Ohio. There, we will provide some additional details of our three-year strategic plan. We’ll discuss our dividend program and provide comments on our outlook, and of course answer questions from shareholders. We generally have almost 1,000 participants at our annual shareholders meeting and hope that many of you will be able to join us. Thank you very much for your participation in today’s call and for your investment in RPM. Have a great day.