Friends;

I don't make this stuff up.  If you are thinking about using Tremco, it might be a good idea to read this:

RPM International says SEC allegations of fraud about its fiscal 2013 financial reports 'have no merit'

Updated Sep 13, 2016; Posted Sep 12, 2016

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RPM International Inc., which makes the products pictured here, says that an SEC action of accounting fraud in connection with some of its fiscal 2013 financial reports "have no merit" and stem from "prosecutorial overreach."(RPM International Inc.)

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By Janet H. Cho, The Plain Dealer

jcho@plaind.com

CLEVELAND, Ohio -- RPM International Inc. said that accusations by the Securities and Exchange Commission that the company and its general counsel did not adequately inform investors about its fiscal 2013 financial reports "have absolutely no merit and are the product of prosecutorial overreach."

The SEC enforcement action, filed on Sept. 9 in U.S. District Court in the District of Columbia, raises concerns about when RPM disclosed information about its restatements of its financial results for the first, second, and third quarters of its fiscal 2013 year ended May 31, 2013.

The 28-page complaint against RPM and Edward W. Moore, RPM's general counsel and chief compliance officer, questions RPM's timing in disclosing a Department of Justice investigation of RPM's Tremco roofing subsidiary. 

The Justice Department said that Tremco Inc., a Beachwood-based manufacturer and supplier of roofing and waterproofing products and services, "failed to provide the government with price discounts provided to non-federal government customers," and that it allegedly marketed expensive materials to government purchasers without disclosing that the same materials were available at a lower cost.

RPM settled the DOJ investigation and litigation for $65.1 million in 2013, and the DOJ said at the time that "the claims settled by this agreement are allegations only, and there has been no determination of liability."

The SEC now says that "A public company facing a loss contingency, such as a lawsuit or a government investigation, is required under accounting principles and the securities laws to (1.) disclose the loss contingency if a material loss is reasonably possible, and (2.) record an accrual for the loss contingency if a material loss is probable and reasonably estimable," according the complaint.

The SEC said RPM faced the possibility of a material loss related to the investigation, but failed to disclose the loss contingency or record an accrual on its books when it was required to do so.

The SEC said Moore, who oversaw RPM's response to the DOJ investigation, knew but did not disclose to RPM's CEO, chief financial officer, audit committee and outside auditors "material facts about the investigation."

"As a result of Moore's misstatements and his failure to disclose key facts regarding the DOJ investigation," RPM submitted several "false and misleading filings" to the SEC from October 2012 to December 2013. "These filings also did not disclose any material weakness in RPM's internal controls over financial reporting or its disclosure controls when in fact such weakness existed," according to the complaint.

Consequently, according the SEC, investors were not informed in a timely manner that material loss related to the DOJ investigation was "reasonably possible or probable."

"In August 2014, RPM restated its financial results for three quarters that occurred during the DOJ investigation and filed amended SEC filings for those quarters," the SEC said, including its "best estimates of probable losses related to the investigation."

The SEC says "RPM violated antifraud, reporting, books and records, and internal controls provisions of the securities laws" and that "Moore violated antifraud, books and records, and misleading accountant or auditor provisions of the securities laws."

RPM Chairman and Chief Executive Frank C. Sullivan said in a written statement that the restatements had no impact on the audited results for the fiscal year and that the company's audit committee concluded that there was no intentional misconduct on the part of any of its officers.

"We intend to vigorously defend ourselves and expect our position to be vindicated in court," he said.

All the games Tremco and Garland play are coming back to haunt them.  Like I said, I don't make this stuff up, and only share public record.  You are the Judge.

Reject negativity in all forms, and always remember to keep looking "UP".

NOTE:  Retired 2003, do not solicit, nor accept, compensation or personal advancement of any kind.'

Respect.

Robert R. "Ron" Solomon
Public Procurement Analyst
Licensed Roofing Consultant
Certified State Contractor 
CCC 1325620  Florida