RPM International and its general counsel and chief compliance officer have agreed to a $2 million settlement with the Securities and Exchange Commission for accounting and disclosure rules violations relating to a prior Department of Justice investigation.
RPM is a specialty coatings, sealants, and building materials manufacturer. According to the SEC’s complaint, from 2011 through 2013, the company was under investigation by the DOJ concerning whether it overcharged the government on certain contracts. RPM estimated it overcharged the government by material amounts on the contracts at issue in the first and second quarters of fiscal year 2013 and had planned to settle with the DOJ in the second quarter, the SEC said. However, RPM didn’t disclose the investigation, or record any accrual on its books, until the third quarter, according to the SEC.
The SEC further alleged Edward Moore, RPM’s general counsel and chief compliance officer, knew the status of the DOJ investigation but “failed to communicate key facts—including the overcharge estimates—to RPM’s chief executive officer, chief financial officer, audit committee, and others.” As a result, RPM failed to timely disclose and record an accrual for the DOJ investigation in violation of generally accepted accounting principles and securities laws, the SEC said.
In August 2014, RPM issued a restatement for the first three quarters of fiscal year 2013, in which it disclosed the investigation in the first quarter and recorded accruals in the first, second, and third quarters. In its restatement, the SEC said, RPM also disclosed a material weakness in its internal control over financial reporting during the first two quarters of 2013.
In a Dec. 22 final judgment, filed with the U.S. District Court for the District of Columbia, RPM, without admitting or denying the allegations, agreed to pay a $2 million civil penalty. Moore will pay $22,500.