-----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, ECzmoMrMd7fuTuAKxVDYjlsfkCZmATXEwO/K0yFJxpFFqfOlpT07/j39QBglVlT+ aWfslTGx2faBQoTEb2y4+A== /in/edgar/work/20000630/0000790730-00-000005/0000790730-00-000005.txt : 20000920 0000790730-00-000005.hdr.sgml : 20000920 ACCESSION NUMBER: 0000790730-00-000005 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20000621 ITEM INFORMATION: FILED AS OF DATE: 20000630 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERON INTERNATIONAL CORP CENTRAL INDEX KEY: 0000790730 STANDARD INDUSTRIAL CLASSIFICATION: [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: 666205 BUSINESS ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 6266834000 MAIL ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 FORMER COMPANY: FORMER CONFORMED NAME: AMERON INC/DE DATE OF NAME CHANGE: 19920703 8-K 1 0001.txt 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): June 21, 2000 AMERON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-9102 77-0100596 (State or other jurisdiction Commission (IRS 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 21, 2000. 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 30, 2000 By: ------------------------------ Gary Wagner Senior Vice President/Chief Financial Officer N E W S R E L E A S E June 21, 2000 Contacts: James S. Marlen, Chairman, President and Chief Executive Officer Gary Wagner, Senior Vice President, Chief Financial Officer Telephone: 626-683-4000 AMERON INTERNATIONAL'S SECOND-QUARTER EARNINGS EXCEED EXPECTATIONS AND PRIOR YEAR PASADENA, Calif.&WP7-179; Ameron International Corporation (NYSE: AMN) today reported results for the second quarter ended May 31, 2000: Earnings per diluted share totaled $1.55 on sales of $140.2 million, compared to earnings of $1.50 per share on sales of $149.5 million for the second quarter of fiscal 1999. Earnings for the six months ended May 31, 2000 totaled $1.79 per share on sales of $261.5 million, compared to $1.75 per share on sales of $272.4 million for the same period in 1999. James Marlen, Ameron's Chairman, President and Chief Executive Officer, stated, "We remain pleased with Ameron's performance in 2000. As expected, sales for the first half were slower than in 1999, reflecting the weakness in certain markets served by Ameron's Performance Coatings & Finishes and Fiberglass-Composite Pipe businesses. In addition to steady performance by our Infrastructure Products Group, Ameron benefited from its joint ventures in the U.S. and Saudi Arabia, which continued to enjoy strong sales, profits and cash flows." The Water Transmission Group (formerly called the Concrete & Steel Pipe Group) had lower sales and profits in the second quarter of 2000 than in the same period of 1999. The expected slowdown in Ameron's business reflected a short-term decline in activity of the water pressure-pipe market in the western United States. The Infrastructure Products Group (formerly called the Construction & Allied Products Group) had increased profits on slightly lower sales. Continued infrastructure spending enabled Ameron's pole business to make up a shortfall in Hawaii. Hawaiian operations were affected by the lingering impact of a strike in the first quarter and by the overall sluggishness of construction spending in Hawaii. Fiberglass-Composite Pipe Group sales increased in the second quarter due to the sharp rise in demand for oil field piping. Corresponding profits were lower because of lower sales of fuel-handling piping and the costs of ramping up production to meet demand for oil field piping. In 1999, Fiberglass-Composite Pipe benefited from greater sales of higher-margin, fuel-handling piping used for government-mandated conversions of gas stations. The Performance Coatings & Finishes Group (formerly called the Coatings Group) improved compared to the first quarter, but had lower profits on lower sales than in the second quarter of 1999. Performance Coatings & Finishes, and to an extent Fiberglass-Composite Pipe, continued to suffer from the prolonged lack of activity in certain key markets, such as offshore and marine. James Marlen continued, "While the market shift for Performance Coatings & Finishes is occurring more slowly than anticipated, we are seeing solid improvements in certain fiberglass pipe markets. We are also encouraged by the accelerating bidding activity for Water Transmission and the steady performance of the Infrastructure Group, both in ready-mix concrete and pole products, as well as the continuing strong performance of our joint-venture companies. We continue to believe that full-year results should exceed the record level of 1999." Ameron International Corporation is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets. Traded on the New York Stock Exchange (AMN), Ameron is a leading producer of water transmission lines; high-performance coatings and finishes for the protection of metals and structures; fiberglass-composite pipe for transporting oil, chemicals and corrosive fluids and specialized materials and products used in infrastructure projects. The Company operates businesses in North America, South America, Europe, Australasia and Asia. It also participates in several joint-venture companies in the U.S., Saudi Arabia, Kuwait, Egypt and Mexico. Cautionary statement for purposes of the "Safe Harbor" provisions of The Private Securities Litigation Reform Act of 1995: Any statements in this report 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 situations. Matters affecting the economy generally, including the state of economies worldwide, can affect Ameron's results. Forward-looking statements represent the Company's judgment only as of the date of this report. 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) (Unaudited) 2000 1999 --------- --------- Sales $ 140,171 $ 149,468 Cost of Sales (102,975) (109,909) --------- --------- Gross Profit 37,196 39,559 Selling, General and Administrative Expenses ( 31,752) ( 29,543) Royalty, Equity and Other Income 5,620 2,295 --------- --------- Income before Interest and Income Taxes 11,064 12,311 Interest Expense, Net ( 2,812) ( 3,458) --------- --------- Income before Income Taxes 8,252 8,853 Provision for Income Taxes ( 2,063) ( 2,833) --------- --------- Net Income $ 6,189 $ 6,020 ========= ========= Net Income Per Basic Share (Based on Weighted Average Shares Outstanding of 3,983,479 Shares in 2000 and 4,006,798 Shares in 1999) $ 1.55 $ 1.50 ========= ========= Net Income Per Diluted Share (Based on Diluted Common Shares Outstanding of 3,987,323 Shares in 2000 and 4,019,270 Shares in 1999) $ 1.55 $ 1.50 ========= ========= 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) (Unaudited) 2000 1999 --------- --------- Sales $ 261,536 $ 272,367 Cost of Sales (196,287) (201,927) --------- --------- Gross Profit 65,249 70,440 Selling, General and Administrative Expenses ( 58,894) ( 59,303) Royalty, Equity and Other Income 9,253 6,119 --------- --------- Income before Interest and Income Taxes 15,608 17,256 Interest Expense, Net ( 6,088) ( 6,927) --------- --------- Income before Income Taxes 9,520 10,329 Provision for Income Taxes ( 2,380) ( 3,305) --------- --------- Net Income $ 7,140 $ 7,024 ========= ========= Net Income Per Basic Share (Based on Weighted Average Shares Outstanding of 3,987,695 Shares in 2000 and 4,006,798 Shares in 1999) $ 1.79 $ 1.75 ========= ========= Net Income Per Diluted Share (Based on Diluted Common Shares Outstanding of 3,995,088 Shares in 2000 and 4,019,270 Shares in 1999) $ 1.79 $ 1.75 ========= ========= Cash Dividends Paid $ .64 $ .64 ========= ========= Ameron International Corporation Condensed Consolidated Statements of Cash Flows Six Months Ended May 31, (In thousands) (Unaudited) 2000 1999 --------- --------- Operating Activities Net Income $ 7,140 $ 7,024 Adjustments to Reconcile Net Income to Net Cash Provided by Operations 11,016 13,622 Changes in Operating Assets and Liabilities (24,590) (11,423) --------- --------- Net Cash (Used in) Provided by Operations ( 6,434) 9,223 Investing Activities Proceeds from Sale of Assets 481 1,910 Additions to Property, Plant and Equipment ( 8,922) ( 7,828) Other, Net - ( 3,174) --------- --------- Net Cash Used in Investing Activities ( 8,441) ( 9,092) Financing Activities Short and Long-Term Borrowings, Net 13,471 45 Dividends on Common Stock ( 2,552) ( 2,558) Purchase of Treasury Stock ( 934) ( 1,415) --------- --------- Net Cash Provided by (Used In) Financing Activities 9,985 ( 3,928) Effect of Exchange Rate Changes on Cash and Cash Equivalents 221 ( 446) --------- --------- Net Change in Cash and Cash Equivalents $ ( 4,669) $ ( 4,243) ========= ========= Ameron International Corporation Consolidated Balance Sheets (In thousands) May 31, 2000 November 30, (Unaudited) 1999 --------- --------- ASSETS Current Assets Cash and Cash Equivalents $ 5,852 $ 10,521 Receivables, Net 131,756 118,900 Inventories 90,979 95,488 Other Current Assets 17,741 17,745 --------- --------- Total Current Assets 246,328 242,654 Investments and Advances - Affiliated Companies 20,806 23,046 Property, Plant and Equipment, Net 146,768 149,597 Other Assets 44,774 43,670 --------- --------- Total Assets $ 458,676 $ 458,967 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 3,472 $ 3,479 Current Portion of Long-Term Debt 12,553 12,595 Trade Payables 32,716 36,667 Accrued Liabilities 41,883 43,552 Income Taxes Payable 15,022 18,848 --------- --------- Total Current Liabilities 105,646 115,141 Long-Term Debt, Less Current Portion 147,767 135,237 Other Long-Term Liabilities 30,176 30,469 --------- --------- Total Liabilities 283,589 280,847 Stockholders' Equity Common Stock 13,007 13,007 Additional Paid-In Capital 17,857 17,857 Retained Earnings 208,924 204,336 Accumulated Other Comprehensive Loss (19,573) (12,886) Treasury Stock (45,128) (44,194) --------- --------- Total Stockholders' Equity 175,087 178,120 --------- --------- Total Liabilities and Stockholders' Equity $ 458,676 $ 458,967 ========= ========= EX-27 2 0002.txt FINANCIAL DATA SCHEDULE
5 6-MOS 6-MOS NOV-30-2000 NOV-30-1999 MAY-31-2000 MAY-31-1999 5,852 12,133 0 0 139,490 136,549 7,734 4,405 90,979 105,643 246,328 265,836 352,392 352,158 205,624 201,398 458,676 485,580 105,646 116,552 147,767 162,723 0 0 0 0 13,007 13,007 162,080 153,429 458,676 485,580 261,536 272,367 261,536 272,367 196,287 201,927 196,287 201,927 58,894 59,303 797 (701) 6,130 7,025 9,520 10,329 2,380 3,305 7,140 7,024 0 0 0 0 0 0 7,140 7,024 1.79 1.75 1.79 1.75
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