-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UvuoRTf+cH9HOSVQfbgn4e0vwy6EP1dFyiZS4Tte0cgapYWnlo8sROVRVhDVmeX2 cZNqYiWuUVseWT/LY9SWMA== 0000790730-98-000008.txt : 19980702 0000790730-98-000008.hdr.sgml : 19980702 ACCESSION NUMBER: 0000790730-98-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980624 ITEM INFORMATION: FILED AS OF DATE: 19980701 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000790730 STANDARD INDUSTRIAL CLASSIFICATION: CONCRETE GYPSUM PLASTER PRODUCTS [3270] IRS NUMBER: 770100596 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-09102 FILM NUMBER: 98658983 BUSINESS ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6266834000 FORMER COMPANY: FORMER CONFORMED NAME: AMERON INC/DE DATE OF NAME CHANGE: 19920703 8-K 1 CURRENT REPORT SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): 6-24-98 AMERON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-9102 77-0100596 (State or other jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification No.) 245 South Los Robles Ave., Pasadena, California 91101 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (626) 683-4000 Item 5 Other Events. The attached announcement was released to the news media on June 24, 1998. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMERON INTERNATIONAL CORPORATION Date: June 26, 1998 By:_______________________________ Javier Solis Senior Vice President and Secretary NEWS RELEASE June 24, 1998 Contacts: Gary Wagner, Senior Vice President, Chief Financial Officer, and Dan Stracner, Vice President, Public Affairs: 626/683-4000 Pasadena, Calif.--Ameron International Corporation (NYSE: AMN) today reported diluted earnings of $1.09 per share on sales of $137 million for its second quarter, which ended May 31, 1998. This compares to $1.30 per share on sales of $131.5 million for the same period in 1997. Year-to-date diluted earnings were 86 cents per share on sales of $239.5 million, compared to $1.53 per share on sales of $239.8 million last year. As expected, the quarterly earnings shortfall was due in large part to a strike that stopped work at Ameron's largest steel pipe plant for six weeks, including the bulk of the first month of the second quarter. In addition, heavy El Nino rainfall early in the quarter continued delaying shipments to jobsites in the West. Now that the rain has subsided and operations have returned to normal, sales are meeting expectations. The concrete and steel pipe business recently received $54 million in new orders, including a major tunnel liner contract for the Metropolitan Water District in Southern California and a large pipeline contract in Colombia. The backlog for this business is currently the largest in the company's 91-year history. Three primary factors impacted quarterly and year-to-date earnings for Ameron's worldwide protective coatings business: severe El Nino weather that hampered projects in the western and Gulf regions in the first quarter and early in the second quarter; competitive pressures in industrial maintenance markets in the U.S. and Europe; and start-up, integration and system-conversion costs associated with Ameron's recent acquisition of Croda Coatings, which included plants in England, Australia and New Zealand. Ameron's global fiberglass pipe business reported significantly higher sales and earnings for the quarter and first half, with domestic and European operations both making strong contributions. The increase was driven in part by strong demand for fuel-handling pipe systems, including Ameron's new rigid coaxial products. Results from Ameron's construction products business in Hawaii also continued to improve in the second quarter, partly because of increased demand from the private sector. However, the outlook for construction activity in the Islands remains uncertain because of the sluggish economy and the potential impact of the Asian economic crisis on tourism. "As we forecasted, we had a tough first half, primarily because of weather problems and project delays in two of our core businesses, as well as the strike," said James S. Marlen, Ameron chairman, president and chief executive officer. "We're now accelerating deliveries wherever possible, and we expect considerable improvement in the second half." Marlen noted that the main point of contention in the strike was union participation in healthcare costs. "We felt that management had to take a stand on this issue since it had long-term implications for the company. We believe we now have an equitable agreement with the unions." Early in the third quarter, Ameron and Tokyo Steel announced their intention to sell their ownership in Tamco, a steel mini-mill and rebar manufacturer in Southern California. Ameron owns 50% of Tamco, which is treated as an unconsolidated affiliate, and Tokyo Steel owns 25%. A leading supplier of rebar in the western United States, Tamco had sales of $139 million in 1997. "Tamco is a very solid, successful business with which Ameron has enjoyed a long and prosperous affiliation," Marlen said. "The reason we have decided to divest is that Tamco is not a core business for Ameron and not part of our long-range strategic plan. Resources from the divestiture will be redeployed into our core businesses to support our growth strategy." Cautionary statement for purposes of the "Safe Harbor" provisions of "The Private Securities Reform Act of 1995": Any of the above statements that refer to Ameron's estimated or anticipated future results are forward-looking and reflect the Company's current analysis of existing trends and information. Actual results may differ from current expectations based on a number of factors affecting Ameron's businesses, including competitive conditions and changing market conditions. Matters affecting the economy generally, including the state of economics worldwide, can affect the Company's results. These forward-looking statements represent the Company's judgment only as of the date of this communication. Since actual results could differ materially, the reader is cautioned not to rely on these forward-looking statements. Moreover, Ameron disclaims any intent or obligation to update these forward-looking statements. Ameron International Corporation Consolidated Statements of Income Second Quarter Ended May 31, (In thousands except share and per share data) 1998 1997 --------- --------- Sales $136,974 $131,525 Cost of Sales 100,648 96,317 --------- --------- Gross Profit 36,326 35,208 Selling, General and Administrative Expenses 29,598 26,449 --------- --------- Operating Profit 6,728 8,759 Royalty, Equity and Other Income 3,692 2,326 --------- --------- Income before Interest and Income Taxes 10,420 11,085 Interest, net 3,393 3,098 --------- --------- Income before Income Taxes 7,027 7,987 Income Taxes 2,537 2,717 --------- --------- Net Income $ 4,490 $ 5,270 ========= ========= Basic Net Income Per Share (Based on Weighted Average Shares Outstanding of 4,009,773 Shares in 1998 and 4,002,001 Shares in 1997) $ 1.12 $ 1.32 ========= ========= Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,115,941 Shares in 1998 and 4,069,733 Shares in 1997) $ 1.09 $ 1.30 ========= ========= Cash Dividends Paid $ .32 $ .32 ========= ========= Ameron International Corporation Consolidated Statements of Income Six Months Ended May 31, (In thousands except share and per share data) 1998 1997 --------- --------- Sales $239,500 $239,786 Cost of Sales 178,972 176,895 --------- --------- Gross Profit 60,528 62,891 Selling, General and Administrative Expenses 54,644 52,732 --------- --------- Operating Profit 5,884 10,159 Royalty, Equity and Other Income 5,463 4,945 --------- --------- Income before Interest and Income Taxes 11,347 15,104 Interest, net 5,886 5,554 --------- --------- Income before Income Taxes 5,461 9,550 Income Taxes 1,911 3,342 --------- --------- Net Income $ 3,550 $ 6,208 ========= ========= Basic Net Income Per Share (Based on Weighted Average Shares Outstanding of 4,009,773 Shares in 1998 and 4,002,001 Shares in 1997) 0.89 $ 1.55 ========= ========= Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,115,941 Shares in 1998 and 4,069,733 Shares in 1997) $ 0.86 $ 1.53 ========= ========= Cash Dividends Paid $ .64 $ .64 ========= ========= Ameron International Corporation Consolidated Statements of Cashflow Six Months Ended May 31, (In thousands) 1998 1997 --------- --------- Operating Activities Net Income $ 3,550 $ 6,208 Adjustments to Reconcile Net Income to Net Cash 11,776 9,402 Changes in Operating Assets and Liabilities (13,935) (36,419) --------- --------- Cash Provided (Used) By Operations 1,391 (20,809) Investing Activities Proceeds from Sale of Assets 326 355 Additions to Property, Plant and Equipment, and Acquisitions (61,129) (11,496) Other, Net (699) (1,518) --------- --------- Cash Used by Investing Activities (61,502) (12,659) Financing Activities Short and Long-Term Borrowings, Net 58,633 31,275 Dividends on Common Stock (2,566) (2,561) Other, Net 343 628 --------- --------- Cash Provided by Financing Activities 56,410 29,342 Effect of Exchange Rate Changes on Cash (69) (354) --------- --------- Net Change in Cash $ (3,770) $ (4,480) ========= ========= Ameron International Corporation Consolidated Balance Sheets (In thousands) May 31, November 30, 1998 1997 --------- --------- ASSETS Current Assets Cash and Equivalents $ 6,078 $ 9,848 Receivables, Net 129,258 122,352 Inventories 125,993 95,752 Other 13,024 13,340 --------- --------- Total Current Assets 274,353 241,292 Investments and Advances - Affiliated Companies 33,689 33,777 Property, Plant and Equipment, Net 161,288 127,678 Other Assets 28,683 30,478 --------- --------- Total Assets $498,013 $433,225 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 1,311 $ 715 Current Portion of Long-Term Debt 17,645 17,654 Trade Payables 43,106 31,988 Accrued Liabilities and Other 39,845 36,908 --------- --------- Total Current Liabilities 101,907 87,265 Long-Term Debt, Less Current Portion 201,117 140,917 Other Liabilities 43,627 52,061 --------- --------- Total Liabilities 346,651 280,243 Stockholders' Equity Common Stock 12,969 12,946 Additional Paid-In Capital 17,289 16,969 Retained Earnings 172,553 171,569 Cumulative Translation Adjustments (8,670) (5,726) Treasury Stock (42,779) (42,779) --------- --------- Total Stockholders' Equity 151,362 152,982 --------- --------- Total Liabilities and Stockholders' Equity $498,013 $433,225 ========= ========= EX-27 2
5 6-MOS 6-MOS NOV-30-1998 NOV-30-1997 MAY-31-1998 MAY-31-1997 6,078 13,901 0 0 129,258 106,743 0 0 125,993 107,553 274,353 243,506 161,288 125,853 0 0 498,013 432,967 101,907 90,490 0 0 0 0 0 0 12,969 12,941 0 0 498,013 432,967 239,500 239,786 239,500 239,786 178,972 176,895 0 0 54,644 52,732 0 0 6,058 5,709 5,461 9,550 1,911 3,342 3,550 6,208 0 0 0 0 0 0 3,550 6,208 0.89 1.55 0.89 1.53
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