Frank C. Sullivan - Chairman, Chief Executive Officer and Chairman of Executive Committee Barry M. Slifstein - Vice President of Investor Relations & Planning Russell L. Gordon - Chief Financial Officer and Vice President.

Rosemarie J. Morbelli - G. Research, Inc. Ghansham Panjabi - Robert W. Baird & Co. Incorporated, Research Division Michael J. Ritzenthaler - Piper Jaffray Companies, Research Division Vincent Andrews - Morgan Stanley, Research Division Eugene Fedotoff - KeyBanc Capital Markets Inc., Research Division Jason A.

Rodgers - Great Lakes Review Christopher Perrella Gregory W. Halter - LJR Great Lakes Review John P. McNulty - Crédit Suisse AG, Research Division Richard O’Reilly.

Welcome to RPM International's conference call for the fiscal 2015 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] Please note that only financial analysts will be permitted to ask questions.

At this time, I would like to turn the call over to RPM's Chairman and CEO, Mr. Frank Sullivan, for opening remarks. Please go ahead, sir..

Thank you, Darren. Good morning. Welcome to the RPM International Inc. Fiscal 2015 First Quarter Investor Conference Call for the period ended August 31, 2014. On the call with me today are Rusty Gordon, RPM's Vice President and Chief Financial Officer; and Barry Slifstein, RPM's Vice President of Investor Relations and Planning.

While our results are somewhat mixed in the first quarter, we are essentially on our internal operating plan for the year, which we believe will get us to our previously communicated full year guidance of $2.38 to $2.42 per share for the 2015 fiscal year.

It is important to note that in last year's first quarter in our consumer segment, we had 2 significant events, which we did not expect or plan for to be repeated in this year's first quarter. Last year, our Kirker fingernail enamel business had a huge first quarter rollout direct with a national retail chain.

Our Synta business, acquired a few quarters earlier by Rust-Oleum, also had a national rollout across Rust-Oleum's entire customer base during last year's first quarter, essentially going from a Restore brand distribution in one national customer to broad distribution across Rust-Oleum's multiple customers and multiple channels in a 3-month period.

These 2 events last year resulted in a first quarter consumer segment performance of sales up 26% and EBIT up 41%. We do not expect that either of these extraordinary one-time rollouts would reoccur, and of course, they did not.

When you strip away the Kirker and Synta results year-over-year, fundamentally, our consumer segment is continuing to perform well with core growth of 7% driving mid double-digit EBIT growth in the teens.

Though our industrial segment performed better in this year's first quarter than our consumer segment, in fact, we are experiencing mixed results with significant deterioration in sales and earnings in many of our European businesses, a reversal of the strong European performance generated last year, as well as the number of product and geographic mix issues that resulted in a slight decline in industrial segment EBIT margin.

These factors were the cause of the lower-profit leverage from an otherwise pretty solid segment core growth. Subsequent to quarter-end on September 26, 2014, Specialty Products Holding Corp. filed its plan of reorganization in the Delaware Bankruptcy Court.

The plan outlines the steps required to establish a 524(g) bankruptcy trust and receive final confirmation of the plan of reorganization, the results of which will be the emergence of SPHC and its operating companies from bankruptcy and its reconsolidation into the financial results of RPM.

We anticipate the plan confirmation and reconsolidation of the SPHC businesses to occur in our 2015 third quarter, essentially sometime in the December 2014 through February 2015 timeframe.

While the impact of the completion of this transaction on RPM's 2015 fiscal year will be dependent on the specific timing and related transaction costs, we think it is worth noting that SPHC is operating this year on an annualized revenue run rate of approximately $400 million.

While we are not in a position to provide the details of the impact to the reconsolidation, as we are still confirming the many moving parts of this transaction, particularly from a balance sheet perspective, we hope to be in a position to provide more details at our January second quarter investor conference call.

Having said that, when the smoke is clear, we believe that including expected forward momentum in sales and earnings, as previously communicated in July for RPM, combined with our expectation of the sales and earnings impact on a full year basis of the reconsolidation of the SPHC businesses, that our 2016 fiscal year earnings per share will likely be in a range of $2.70 to $2.90.

In essence, this will be the equivalent of a nicely accretive acquisition with minimal due diligence or other risk issues in combination with a permanent and final resolution of what has been a significant contingent liability issue.

We are excited about putting this decade-long challenge behind us and bringing these good businesses well known to RPM back into the family of RPM companies on a basis that will be positive for our shareholders. I would like to now turn the call over to Barry Slifstein, who will provide you with the details on our first quarter results..

Thanks, Frank, and good morning, everyone. Thank you for joining us on today's call. I'll review the results of operations for our fiscal 2015 first quarter, then cover some August 31, 2014 balance sheet and cash flow items. I'll then turn the call over to Rusty Gordon, who will discuss the outlook for the balance of fiscal 2015.

First quarter consolidated net sales of $1.2 billion increased 3.4% year-over-year due to organic growth of 2.1% and acquisition growth of 1.3%. Included in organic growth was favorable foreign currency translation of 0.1%.

Industrial segment sales increased 5.8% year-over-year to $773.9 million due to organic growth of 4.5% and acquisition growth of 1.3%. Included in organic growth was favorable foreign currency translation of 0.1%.

Consumer segment sales decreased 0.8% to $430 million due to a decline in organic sales of 2%, which was partially offset by acquisition growth of 1.2%. Foreign currency translation was favorable by 0.1%. Our consolidated gross profit increased 1.9% to $508.4 million from $499.1 million last year.

As a percent of net sales, gross profit decreased from 42.9% last year to 42.2% this year, representing a decrease of 70 basis points. Consolidated SG&A increased 3.3% to $346.5 million from $335.5 million last year.

As a percent of net sales, SG&A was flat to last year at 28.8%, approximately $5.6 million related to legal and other professional fees associated with the ongoing SEC investigation proposed SPHC settlement and a voluntary self-disclosure agreement in the state of Delaware for unclaimed property reviews.

The balance of the increase relates to higher distribution, compensation and benefit expenses. Consolidated earnings before interest and taxes, EBIT, decreased 0.2% to $163.7 million from $164 million last year. At the industrial segment, EBIT increased 5% to $105.1 million from $100.1 million last year on higher sales volumes.

Consumer segment EBIT decreased 7.3% to $76.7 million from $82.7 million last year due to lower sales volumes.

Corporate other expenses of $18.1 million were below last year's amount of $18.7 million and include most of the legal and professional fees associated with the SEC investigation, the proposed SPHC settlement and the voluntary self-disclosure agreement with the state of Delaware for unclaimed property reviews.

Interest expense decreased from $20.7 million last year to $19.4 million this year, primarily due to the retirement of the 6.25%, $200 million bond in December 2013 upon the issuance of a 2.25%, $205 million convertible bond, and the resulting lower effective interest rate.

Investment income of $3.8 million for the quarter was relatively flat to last year, and for both years was due primarily to gains on sales of marketable securities. Our income tax rate for the first quarter increased from an effective tax rate of 27.4% last year to 29.2% this year.

The change in the quarterly income tax rate was due in part to comparative differences in forecasted pretax income, changes in the estimated jurisdictional mix of earnings and the relative impact of quarter-versus-quarter adjustments to valuation allowances associated with foreign tax credits.

Net income declined 3.9% to $99.1 million from $103.1 million last year. Diluted EPS of $0.73 per share was below last year's EPS of $0.77 per share. Excluding the dilution attributable to the convertible bond issued last December, EPS for the first quarter of fiscal 2015 would have been $0.74 per share.

And now a quick look at the cash flows and balance sheet. Cash used from operating activities was $125.2 million compared to $129.5 million last year.

The slight improvement was driven primarily by the contingent payment to the GSA in fiscal 2014 of $61.9 million, partially offset by the decrease in accounts payable and accrued compensation and benefits.

Depreciation and amortization expense was $23.3 million compared to $22.3 million last year, CapEx of $12.1 million this year compared to $10.7 million last year. Our accounts receivable DSO was 67 days this year compared to 63 days last year. Days of inventory increased to 81 days this year compared to 77 days last year.

Finally, a few comments on our capital structure and overall liquidity. As of August 31, 2014, total debt was $1.48 billion compared to last year at $1.42 billion. Our net debt-to-capital ratio was 46.6% at August 31, 2014 compared to 49.1% last year.

Our long-term liquidity at August 31, 2014 was $893 million, with $225 million in cash and $668 million available through our bank revolver and AR securitization facilities. On December 9, 2013, RPM completed the issuance of $205 million, 2.25% convertible senior notes due 2020.

Substantially, all of the net proceeds from the sale were used to repay $200 million of principal amount of unsecured senior notes due December 15, 2013, which carried an interest rate of 6.25%. Following the sale of these notes, virtually all of RPM's total debt is fixed with an average interest rate approximating 5%.

On May 9, 2014, we replaced our existing $150 million accounts receivable securitization facility with a 3-year, 200 million accounts receivable securitization facility that expires on May 8, 2017. With that, I'll turn the call over to Rusty Gordon..

number one, Synta Restore comparisons to get easier for our last 3 quarters of the year. Based upon some exciting new product introductions planned for next spring, we expect Restore to gain momentum and grow in the back half of fiscal '15.

Besides Restore, there are other exciting new products from our Rust-Oleum, which are expected to keep the business growing nicely for the remainder of this year. Number two, it appears that our U.S.

construction and industrial businesses have seen a recent acceleration of sales during the first quarter, especially in our construction, chemical flooring and industrial coatings businesses. Number three, more normal winter weather should help us in Q3 this year.

On the negative side, we are concerned about, number one, the weak euro, since this will unfavorably impact our translation of sales and earnings. Overall, our European outlook is mixed with regional differences in performance. We have experienced some weakness in Eastern and Central Europe. On the other hand, our performance in the U.K.

and Scandinavia have been better. Number two, the potential impact of the strong U.S. dollar since current exchange rates indicate unfavorable translation versus the prior year in Brazil, South Africa and Canada in addition to the euro discussed earlier.

Number three, for Kirker, the year-over-year comparisons will continue to be negative in Q2 then be fairly flat to prior year in the back half of fiscal '15. We expect the net results of the positives and negatives mentioned to be that RPM's growth will resume for the balance of the year.

This concludes our formal remarks, and we are now pleased to answer your questions..

[Operator Instructions] Your first question comes from the line of Rosemarie Morbelli from Gabelli & Company..

Frank or Rusty, I -- just like a clarification.

When you are looking at your $2.30 to $2.42, did you say that you included the additional cost that you experienced in the second -- in the first quarter or is it excluding them that you can reach your targets?.

Yes, what I said was excluding the cost in those 3 categories, which were the SEC investigation, the SPHC settlement and the Delaware voluntary disclosure. We would expect to be at this point at the $2.38 to $2.42 guidance..

And of that $5.6 million in -- well, I guess, that's nonrecurring.

How much do you think we should expect to either for the second quarter or for the balance of the year if they last all year?.

We don't know at this point. It could be roughly in the same range, Rosemarie..

For the second quarter, Rusty, or for the whole -- for the second -- I mean, the last -- the next 3 quarters?.

Again, I think that somewhere in the low single-digit millions in the second quarter, and then in the third quarter, in relationship to the SPHC transaction finalization, and we'll report the details, we could have a lot of moving targets there, transaction cost, inventory step-up because you would treat on reconsolidation much of the assets like you would an acquisition.

And so those are the items that we're referring to and that we will outline on future quarterly calls.

And to your earlier question, the guidance that Rusty provided excludes the $5.6 million of extraordinary legal expenses in the first quarter, and we'll exclude, if they occur in the second quarter and particularly in the third quarter, around SPHC, any other extraordinary kind of one-time items, which we will outline on the calls..

Okay. And if I may, could you give us a better feel for the -- you talked about the first quarter, vis-à-vis, Synta and Kirker have been impacted by 2 things, first of all, the strong first quarter in last year, which you talked about, and so the adversity, but also the change in seasonality.

So could you give us -- can you split the 2 and can you give us a better feel for seasonality going forward since we won't have any of those pillars of distribution centers?.

Sure. The vast majority of the Synta outperformance last year was in the first quarter. As I indicated, we had a huge rollout that was planned for and well-executed at Rust-Oleum going from essentially a one-customer account to multiple channels, multiple customers.

So in the coming 3 quarters, the comparisons will be more normalized for the Synta and Restore products, both in sales and earnings. And we would expect to have positive sales and earnings growth on a comparative basis. We've got some new products that we have commitments for in the spring.

And so we might have actually some nice results in the spring, above kind of an ordinary sales and earnings growth. On Kirker, Kirker was really running hard because of what was an extraordinary growth in the fingernail polish business.

And at the same time, in last year's first 4 months, we had a huge rollout direct to a nationwide retailer of a private label program that really had a huge impact in the first 3 to 4 months of Kirker's performance last year that was part of what Rusty explained.

Going forward, I think for the balance of the year, we'll be roughly flat at Kirker because the extraordinary growth rates in the high single-digit, low double-digits of that whole category have cooled off. And the underlying core growth in that product category is flat to slightly down..

So it sounds as though there is no seasonality change, and it's mostly the difference in all of the going-on-flat quarter versus this year -- I mean, last year versus this year as opposed to the change in seasonality in your company-wide or even consumer operations.

Am I correct?.

I think that's correct. I mean, we're on plan -- it doesn't look like a very good quarter relative to original expectations. I think we could have communicated better in July about the seasonality of our first quarter, but I think that's correct.

I think the only area of real concern for us that we're paying attention to is weakness in a number of our core European businesses, particularly in big markets like Germany and France. But otherwise, we're pretty much on track..

The next question is from the line of Ghansham Panjabi from Baird..

On the -- just to clarify Rosemarie's question, on the $5.6 million non-recurring, Rusty, where did that flow through in the -- from a line item basis? Was it purely corporate expense?.

Yes, a lot of it is corporate expense and it's in the SG&A category..

So it's not allocated by segment in any meaningful way, then?.

There is a bit, but the predominant share is at corporate..

Okay.

And then, Frank, just can you sort of characterize the world as you see it today? Lots of mixed, macro data points certainly out of Europe, but what about North America and commercial construction, and in particular, housing as well? What do you see in there?.

Sure.

Commercial construction for us and the product lines that serve that look pretty good, whether it's in our Euclid Chemical product lines; concrete admixtures, and they go a little bit into housing; Tremco sealants; our Carboline industrial coatings; industrial flooring; all those product categories are doing generally pretty good in North America.

It's a little bit of reverse of what we saw last year. A number of those product categories are not doing as well in core, kind of, big European markets. But we're seeing a continuous steady improvement in the construction markets, and we would expect that to continue for the balance of the year.

The other thing that's part of our planning this year that impacts both construction markets as well as product lines like Synta is, we are -- have not planned for a 4.5-month winter, which, though we had a good third quarter last year, was below our operating plan.

And we're expecting a significant improvement in this year's third quarter, both in terms of revenues and earnings. As you recall, the percentage gains will be impressive, but it's on a seasonally weak quarter. So you have to keep that in mind..

And LATAM, any change there?.

I'm sorry?.

On Latin America, what are you seeing there?.

No, Latin America is still doing quite well for us. We are challenged with the Brazilian-U.S. dollar exchange. Excluding that, our Brazilian businesses are doing really nicely.

And we, in the quarter, we acquired a company called Betumat, which is another roofing felt and waterproofing business in the northern part of Brazil, and are working on integrating that into our Viapol business. So on a local-currency basis, those businesses are very well-managed and they are performing well in the top and bottom line.

The rest of Latin America is also doing pretty well for us. Again, regionally, we're seeing a little bit of weakness in Middle East, Africa region as we look at it and a more pronounced weakness in part because it's larger in Europe..

Okay, that's helpful. And just one final one.

On the share count, why did it jump so much year-over-year almost 5 million shares?.

Well, the share count jumped specifically because of the convert we issued last year and the underlying shares on that. One of the things that we're excited about, and this is not a commitment of anything, it's stuff we'll review with our board, but certainly, things that investors should expect.

When you look for the fiscal year ended May 31, 2014, our total shareholder return was 39% versus the S&P of about 20%. Over the last decade, we've outperformed our peer group and doubled the return of the S&P 500.

And we did that with what essentially will be, coming to third quarter, $1.4 billion of our pretax capital paid out associated with this asbestos mess.

When we put this behind us, we're really excited about the fact that 100% of the capital that our businesses generate will be able to be used by us to support growth or return of capital to our shareholders. And so I say that, historically, we are big believers in a growing dividend. We have our Annual Meeting of Shareholders tomorrow.

It's at 2:00 at the Strongsville Holiday Inn in Ohio. And we'll get about 1,000 shareholders. Our board will consider, as it does annually, our dividend action. And we are still the big believers in a growing dividend.

That's a long-winded way of saying post-SPHC resolution, we would expect to have, relatively speaking, more cash flow to either support our growth strategies or be more of a stock repurchaser than we have in the past, given the unproductive diversion of a chunk of our capital over the last decade..

Your next question comes from the line of Mike Ritzenthaler from Piper Jaffray..

Just a couple from us.

I guess with the tough Kirker and Synta comps aside, can you just provide a little bit more depth around which pockets in consumer are working and which ones are maybe coming up a little short?.

In most of our coatings categories, small project paint, a lot of the new product areas for Rust-Oleum, our consumer segment, international presence tends to be Mexico, a little bit Latin America and in Europe mostly in the U.K. So all of that's doing well. In the caulks and sealants category, we're relatively flat year-over-year.

And as I indicated in our prepared comments, when you add all that up together, excluding the extraordinary results of Kirker and Synta, on a core basis, we generated about 7% growth and mid-teens in EBIT growth. So the core of those businesses are doing pretty well. It's around new product introductions.

We have our first shipments of the NeverWet into OEM customers. And as I indicated, we also are seeing some improvement in some of the international markets, part of which is introducing products like NeverWet and a couple of other product categories into international markets, where we had not introduced them before..

Okay.

The NeverWet OEM application, that's something that's slated for this spring? Or is that happening currently?.

We are through some tests and we are shipping some categories. Interestingly enough, I'm not familiar with the customer who we are -- have our first shipments to because our Rust-Oleum team is under a secrecy agreement on that. But once that gets rolling, we'll be in a better position to talk about details.

But there are some exciting possibilities for that product and its performance. And right now, that's exclusively a DIY product..

Okay, excellent. Just one last one for me then. On the SPHC, I know there's probably not a lot of detail that you want to go into about it, but is it fair to think about, as we look into '16, kind of low double-digit EPS growth and SPHC being in the neighborhood of $0.10 to $0.15.

Is that -- are those reasonable? Or are you able to kind of hone us in a little bit more on the puts and takes into '16?.

No. I think beyond the guidance that we provided today, which is a little earlier than we typically would for the next fiscal year, but I think we're comfortable in whole in that $2.70 to $2.90 range, and we'll see as the year progresses, we'll update people on that, but we don't want to get into details for a number of reasons.

There's a lot of moving parts in the balance sheet on reconsolidation relative to liability, deferred tax asset, inventory step-up, which we believe will hit the P&L. And then, what we'd like to do is once we have that detail and this is actually done, is provide, in detail, what we think the impact will be in the fourth quarter of fiscal '15.

And then, people can get a sense of both the underlying growth of RPM for fiscal '16 and the incremental additional growth that we would expect from the SPHC businesses. Just to recalculate, we're running at about $400 million when these businesses went into bankruptcy.

In May 31, 2010, they were about $300 million, 100% of that growth has been organic, and it's leveraged to the bottom line pretty nicely..

Just for our expectations.

When the reconsolidation comes in, there'll be certain costs that you'll be backing out of the GAAP P&L?.

That's correct. We -- as Rusty indicated, we have certain legal expenses that we're incurring in terms of transaction costs, some of which are now occurring in RPM International, as opposed to only in the bankrupt entities. And so we will call those out specifically because they are one-time in nature related to the transaction.

There'll be some expenses upon consummation like, we believe, an inventory step-up charge. And we will call those out in detail when the transaction is finalized..

Your next question comes from the line of Vincent Andrews from Morgan Stanley..

Just a quick question on my part. Just looking at the balance sheet, it looks like inventories and accounts receivable grew a little faster than sales.

Is there anything going on there? Or is that just the seasonality? Or how should we be thinking about that?.

Sure. Well, on inventory, there's, really, at August 31, we got inventory built for higher sales and were realized, we were protecting more robust sales growth in the first quarter. And as a result, we have some extra inventory sitting on the balance sheet on August 31.

Also, new products, we have a lot that we mentioned before that are in the pipeline. And as a result, we're beginning to build inventories of those. On receivables, it really related to more of our business and country mix, in terms of the higher than prior year figure for DSO. So I hope that answers it..

Your next question comes from the line of Eugene Fedotoff from KeyBanc..

I just wanted to follow up on a weakness that you're seeing in Europe.

Can you provide a little bit more details on sales decline that you saw in the quarter, in that particular geography? And was it across the board? Or any particular markets that are especially weak?.

Yes, I don't know that we would provide specifics on any of our business units. But I can tell you, geographically, the U.K. and Scandinavia are doing okay. We're up somewhat from last year. But our core 2 big markets there, Germany and France, both of which performed quite well for us across a number of business categories, are very weak.

We're seeing mid-single-digit revenue declines and a concurring negative impact on earnings..

And can I talk about business conditions, I guess, in September versus August, both in industrial and consumer? And if you can break it down U.S.

versus Europe?.

I don't have the details geographically on September. But I can tell you, our September is performing as we've indicated on this call with easier comps on the Synta product lines and relatively flat to slightly down results in Kirker. We expect both of those to perform in that manner for the balance of the year.

That kind of takes away the extraordinary nature of the issues in the first quarter. And the underlying businesses are good solid fundamentals in consumer.

Good solid fundamentals in construction-related products and industrial products in North America, and continued concern for the balance of the year on Europe and the impact of currency translation..

Okay. And just to follow-up on that.

What are your expectations, as far as FX headwinds for the year?.

Well, they're certainly going to hurt us in the coming quarters. They were relatively neutral in the first quarter, but with the strength of the dollar now versus the euro, the Canadian dollar and some other currencies, it will be a headwind for us.

At this point, I believe that we'll be able to overcome that relative to our expectations, but we will certainly monitor that as the year goes on.

We do just shy of $1 billion in Europe, and a pretty good slug of hundreds of millions of dollars in Canada; and then, $300 million-plus in Latin America; $50 million to $100 million, Middle East and Africa. So all those are areas that we'll pay attention to..

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

I wonder if you could update us on the capacity expansion in TUF-STRAND?.

TUF-STRAND's continuing to go well. We are expanding 2 plant facilities. I believe one in Georgia, and looking at one in Canada, and we are selling what we can make..

And then, as far as acquisitions, just wondering what the outlook is there as far as opportunities that you're seeing..

Yes. We have a pretty robust pipeline right now. It's all small to medium-sized transactions. And I think we've done $40 million worth of transactions this year. Krud Kutter, which was a product line we acquired with Rust-Oleum. The Rust-Oleum is actually very excited about. It's a great product line, real strong leader there.

It's a crowded category that we believe Rust-Oleum's category management expertise can be used, both to better serve their big retail customers and help us expand both the category and our share in it. And then, Betumat, that I mentioned earlier, which is our waterproofing business in Brazil.

Those are the type of acquisitions that, I think, we're likely to see completed for the balance of this year. Kind of in the $20 million, $30 million range. And there's a real good pipeline of that. We're not looking at any big transactions.

There's a number of $0.5 billion of size, roughly, give or take a little private equity, run auctions in our space. And we haven't paid 11x EBITDA for anything and don’t plant to.

I guess the last comment I'd make on M&A is, and what we're really excited about is, fundamentally, the reconsolidation of SPHC is going to be a very nice, very accretive M&A transaction in form, which we're very excited about. And I can tell you that diligence risk and the understanding of the businesses is pretty good..

Your next question comes from the line of Christopher Perrella from Bloomberg Intelligence..

Quick question on SPHC.

When you do the reconsolidation, is that the same time you'll make the cash payment to fund the asbestos trust?.

We provided a release, I believe, back in July on that. When the plan is confirmed, and the transaction finalized, we will make a $450 million cash payment. And then, we will have remaining, on our balance sheet, another $340-some million of future payments that are paid in the second, third and fourth anniversary.

Those payments, because they are essentially payments of a contingent liability, are tax-deductible.

And so using both the spread of time and the tax deduction, I think we calculate currently the net present value of the transaction at about $485 million after-tax, which I think is one way to put in light of the $400 million in growing revenue base that we're acquiring. If -- again, if you want to use the acquiring analogy.

But yes, $450 million of the payment we've made upon confirmation..

Your next question comes from the line of Greg Halter from Great Lakes Review..

I wondered if you could comment on the outlook for input costs? Obviously, you benefited the last few years, and we've got oil and some of these other things going down recently, and I just wanted to get your thoughts there..

Sure. We are continuing to experience a pretty benign or flat raw material environment. We're not yet seeing what I would hope, which would be some further declines in certain core raw materials relative to where oil prices are going. But we're also not seeing much in the way of increases in raw material costs.

One of the categories, if the declines in oil prices is sustained and continues, that will be helpful to us, will be in freight. A combination of freight in and freight out is probably 5% of our P&L, we're a little shy of that. And certainly, the biggest cost factor in terms of how that cost category rises or falls is fuel cost..

Okay, great.

And what should your tax rate be for the full year of fiscal '15?.

Sure. The tax rate should probably be not too far off from what you saw in the first quarter. It's probably going to be in the 29% to 30% range..

Okay. And then finally, regarding new products. You talked about some new things that you have coming out in the spring.

Can you discuss any of those at this point?.

Yes, just to give you a few.

Rust-Oleum's introduced a shellac-free primer, which retails for less, sells to the retailer for less, but has better margins for the retailer, as well as for Rust-Oleum, they're introducing a product called SpraySmart, which is a marking paint with a new delivery system that has pouches so that you don't have as much waste.

DAP has introduced a product called SmartBond, which is a subfloor adhesive, also with the unique delivery system that eliminates -- 1 canister of SmartBond, eliminates 8 cartridges of subfloor adhesive. Of course, we have the TUF-STRAND macrofibers, which is probably one of RPM's fastest-growing SKUs.

We’re selling it here, we're selling it in Brazil. That's extremely exciting. And our Carboline division has introduced a product called Pyroclad X1, which is a product used in offshore oil rigs for jet fire protection. Those are explosions, fires, that could escalate to a couple of thousand degrees in a relatively short period of time.

Unfortunately, the rig, the BP rig in the Gulf, didn't have that kind of protection at the time. So that's just a few of the exciting products that we're launching..

All right. And I do have one more for you. How much business are you doing in China? And I know it's been an area of where you've talked about cautiously. I just wonder if there's been any change there..

Yes, we do about roughly $50 million a year, and that goes up or down a little bit into China itself. It's almost exclusively product exported into China in our industrial segment business based on specifications by our major global customers. So we do all the Intel floors in the world, and that has included a lot of their space in China.

We've done work with oil or oil-related industry entities with Carboline in China. Carboline, actually manufacturers in Dalian in a joint venture. So it's really our only one area of significant manufacturing in China. But our presence there is still pretty much industrial and on the back of global customer specifications..

Your next question comes from the line of John McNulty from Credit Suisse..

So with regard to the SPHC platform, I think, in the past, you had indicated that the margins in that business, at least, when you put them into bankruptcy, were roughly comparable to the kind of overall corporate average.

Is there any reason to think that, that would've changed over the past few years on a relative to the rest of the RPM platform basis?.

I'll give you 2 pieces to that question. It's a really good question. A number of the businesses, like Day-Glo, like our Kop-Coat wood finishes, our Kop-Coat marine, a number of those businesses have had margins that are at or slightly above the RPM averages, and they have seen some margin improvement over the last 4 years.

The largest piece of SPHC or the single largest business unit of the 5 is Dryvit, and Dryvit is almost entirely new construction -- commercial- and new construction-driven. So when they went into bankruptcy, the whole entity in the spring of -- May of 2010, what you had were recession-reduced revenues and earnings that drive it.

They have come back, but not to the peaks they were, so there's still some growth and margin enhancement there. The last thing I'd note is, is that geographically, all of the SPHC businesses are U.S. businesses.

None of their foreign affiliate entities were part of the bankruptcy that accounts for the noncontrolling interest you see in our income statement. And their growth in the quarter, on their own, although it's not reflected in our results yet, is somewhat better in the top and bottom line than the growth that we've reflected in the first quarter..

Your next question comes from the line of Rosemarie Morbelli from Gabelli & Company..

I have a couple of quick follow-ups.

What do you see in that other income of $1.8 million? Is it higher than it usually is?.

Yes, you're looking at other income on the P&L statement?.

Yes..

Yes. The reason it's higher is principally related to higher royalty income that we receive on using the names of DAP and Rust-Oleum on other companies' products.

For example, Rust-Oleum has license agreements where its name appear on locks or car washes that utilize the Rust-Oleum name, but we don't actually get the sales, we get royalty income on the license agreement..

Okay, that is helpful.

And then, any bad debt there? Especially in Europe, given the environment you just talked about in France and Germany?.

No. We don't see anything out of the ordinary in terms of bad debt, other than what's the typical experience across our businesses at this point in time..

All right. And then, moving on.

The new services [ph] , I mean, you did at some point, but I forgot, the size of Synta and Kirker?.

We have not disclosed the size of Synta and Kirker, specifically. When we did the acquisition of Kirker, we identified it then as a $100 million business. It has grown since then. And I think 1 year ago, we talked about Synta that was, again, we've typically disclosed revenue size in an acquisition.

We disclosed $30 million, and we indicated last year that the Synta revenues more than doubled, and that is information that we had communicated previously. But as a habit, we do not provide updates on the particular revenues of our particular product lines, unless it's relevant to a specific issue..

Sure. No, no, no, this is helpful. It was my memory lapse, so I appreciate the back number.

And when you are giving -- I mean paying down that $400 million -- putting that $450 million into the asbestos fund, is that going -- obviously, you now have $225 million of cash, another $600 million -- or maybe $400 million, I forgot already, in available credit, is that going to impact your ability to make acquisitions on the short term?.

No. We would fund the $450 million payment with the combination of existing cash and credit facilities and we have more than adequate resources to do that. And I think relative to a bank agreement, debt-to-capital ratio covenant of about 60%, we would have $300 million or $400 million worth of room.

As I indicated, we've got a really robust pipeline, but it has been in the space, and the place that we have proven successful, which is kind of the $10 million to $200 million space, where we can attract a privately-owned business, typically with a family management team that would stay on and run the business as part of RPM, or what we've gotten much better at is smaller acquisitions.

Krud Kutter is a good example. Synta is a good example, where we can accelerate their growth and improve profitability by incrementally putting them into an existing RPM business..

And on the CapEx side, how much do you think -- well, how much do you expect for 2015? And how much more, including SPHC? Can you share that with us?.

Sure. Our existing plan without SPHC was for CapEx in the mid-90s. And maybe that will come in, in the low $90 million range, somewhere in that range. SPHC's CapEx needs we haven't looked at, at this time, so I don't have a number for that..

Do you have the number for when they were under your umbrella?.

No. I mean, I could give you a quick swag, Rosemary. I would expect in the $10 million to $15 million range, but we don't have the specifics on that. And on reconsolidation, obviously, when we provide more details on FY '16, we will also provide some more details on our expectations for CapEx going forward..

And my last one, regarding revenues 2016 adding SPHC.

I am looking at about $5 billion in revenue topline, is that a good number?.

Yes. Again, I think that we would stick to our original guidance this year, which, I believe, for our industrial segment, about 6% to 8% and consumer, 5% to 7%, versus fiscal '14. That does not, as Rusty indicated, include SPHC. And so it's really hard to say the impact of SPHC on 2015.

It's very dependent on whether -- there's a remote possibly it could be resolved in December, a more likely possibility that it could be concluded in January or February. It is a court process which is not entirely in our control, so there could be some slippage there. But we anticipate it hitting our third quarter.

And when it hits, it will have a, we believe, a positive impact on the fourth quarter of fiscal '15. And then we'll provide the details from their beyond that..

Your next question comes from the line of Eugene Fedotoff from KeyBanc..

Just a quick follow-up. It seems this year we have seen increase in our product introduction and overall marketing and promotional activity from some of the competitors at big boxes for restoration-like products.

Are you seeing any impact from your share or your sales?.

No. It's been a good, growing category. Unfortunately, for better or for worse, that has been our experience. I think the good news about our big-box customers is they have great respect for Rust-Oleum and DAP and Zinsser as to being the innovators in their product categories.

And to the extent that they have kind of captive paint suppliers, the typical model has been for Rust-Oleum, for instance, to introduce and market on the garage floor coating, which they did with Epoxy Shield, took a $5 million product category, turned it into a $40 million product line for Rust-Oleum.

That's now an $80 million rough category, and the balance is typically a Valspar follow-on product at Lowe's, and a BEHR follow-on product at Home Depot. And so we've seen a similar kind of catch-up introductions in the acrylic deck coating product category.

The real driver of that was Rust-Oleum's marketing and promotion of Restore after we acquired Synta, and there have been other paint competitors who have followed up with copycat products. And so it's a certainly more crowded category than it was, but it's still continuing to grow..

Your next question comes from the line of Richard O'Reilly from Revere Associates..

Quick question. Frank, in your opening comments about the consumer business, I think you said the core growth was 7%. And....

That's correct..

That was correct, okay. And are you just referring to excluding Kirker and Synta? Or as you have a different definition....

Yes -- no, excluding Kirker and Synta, our consumer segment, good performance, which has been going on for a couple of years continues, with core growth of about 7% and underlying EBIT growth in the mid-teens..

That concludes our question-and-answer session. I will now turn the conference back to Frank Sullivan for closing remarks..

Thank you, Kim. We look forward to providing you with the details of our second quarter results when they are announced on January 7, 2015. And hopefully, being able to be in a position to provide you with more details about the SPHC transaction finalization and its impact on our 2015 fourth quarter and 2016 full fiscal year.

Tomorrow, we will welcome more than 1,000 RPM shareholders to our Annual Meeting of Shareholders, where we will review our fiscal 2014 results, which was our fifth year in a row of adjusted double-digit earnings growth, and where we will announce our board's action on RPM's dividend and answer questions as we do every year of our shareholders.

All are welcome to join us. It's at the Holiday Inn in the Strongsville, Ohio at 2:00. We greatly appreciate your participation in our investor call today. Thank you for your investment in RPM, and have a great day..

Ladies and gentlemen, that concludes today's conference. Thank you for participation. You may now disconnect, and have a great day..