-----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, M+2yDtTdFW8J9RnDMnra6MWDC4/4gLs76GEoXFvaVTKeGHVpQtn6zjLwQ4UaHOjZ c8bu1tJubz7WWICrcvp4rw== 0000790730-97-000009.txt : 19970929 0000790730-97-000009.hdr.sgml : 19970929 ACCESSION NUMBER: 0000790730-97-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970925 ITEM INFORMATION: FILED AS OF DATE: 19970926 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: 97686683 BUSINESS ADDRESS: STREET 1: 245 S LOS ROBLES AVE CITY: PASADENA STATE: CA ZIP: 91101 BUSINESS PHONE: 8186834000 FORMER COMPANY: FORMER CONFORMED NAME: AMERON INC/DE DATE OF NAME CHANGE: 19920703 8-K 1 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): 9-25-97 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 September 25, 1997. 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: September 25, 1997 By: /s/ Javier Solis Javier Solis Senior Vice President and Secretary September 25, 1997 For immediate release: Budget National and Analyst Wire Contacts: Gary Wagner, Senior Vice President, Chief Financial Officer, and Dan Stracner, Vice President, Public Affairs: 626/683-4000 Ameron International reports strong third-quarter sales and earnings Pasadena, Calif.-Ameron International Corporation (NYSE: AMN) today reported strong earnings of $1.72 per share on sales of $146 million for its third quarter, which ended Aug. 31, compared to $1.50 per share on sales of $134 million for the similar period in 1996. Year-to-date earnings were $3.25 per share on sales of $386 million, a significant improvement over $2.71 per share on sales of $366 million for the same period last year. These earnings represent an 18% year-over-year increase in net income for the quarter and a 23% increase for the nine months. James S. Marlen, Ameron chairman, president and chief executive officer, attributed the improved performance primarily to the third straight quarter of higher sales and earnings from the company's worldwide protective coatings business. Coatings sales volume in the United States and Europe continued at record high levels both for the quarter and nine months, due in large part to Ameron's acquisition of the Devoe marine coatings business in October 1996 and the Valspar maintenance coatings business in March 1997. "We're pleased that this sales increase came not only from our acquisitions, but also from our core Ameron coatings business, which has experienced considerable growth in offshore and industrial maintenance markets around the world," Marlen said. Ameron's worldwide fiberglass pipe business continued to report improved earnings for the year to date. Another recent acquisition, Centron International, made a strong contribution. A leading supplier to the global oilfield, Centron has made major inroads into growing South American markets in 1997 and also has strengthened Ameron's position in traditional markets. During the quarter, Ameron consolidated two domestic fiberglass pipe plants into one manufacturing facility, closing a smaller plant in South Carolina and relocating its equipment to a larger existing plant in Texas. "This consolidation has improved our operating efficiencies and reduced costs associated with several of our major product lines," Marlen said. Ameron will soon complete construction of a new manufacturing facility in Malaysia to take advantage of the growing demand for fiberglass pipe in Asian markets, currently supported by Ameron's operation in Singapore. As reported earlier, Ameron's concrete and steel pipe business in the western United States had a slow start in fiscal 1997 because of weather- related and customer-requested delays that affected delivery timing and impacted the first half. However, conversion of a strong backlog into sales continued accelerating in the third quarter, and operating results improved significantly. Although the construction products business in Hawaii remained profitable, sales and earnings for the quarter and year-to-date were lower because of the ongoing depressed economic situation in the construction sector in the Islands. Management has completed a major reorganization, including a 20 percent reduction in salaried staff, to keep costs in line with expected revenues. Three of Ameron's joint ventures had good operational results for the quarter and nine months: Tamco, a steel mini-mill in Southern California; Bondstrand, Ltd., a fiberglass pipe manufacturer in Saudi Arabia; and Gifford-Hill-American, a concrete pipe manufacturer in Texas. "We recently appointed a new CEO and CFO at Tamco, and we expect them to help energize that company to take advantage of a healthy market," Marlen said. "Bondstrand, Ltd. also has a new CEO with extensive experience in the worldwide fiberglass pipe field." "Overall, we're pleased with the progress our company has made," Marlen said. "We've been working to upgrade our product lines and to improve the balance of Ameron's business mix. We're achieving our main strategic goal of delivering consistent earnings growth." Ameron International Corporation is a multinational manufacturer of highly engineered products for the construction, industrial, chemical and energy markets. The company operates businesses in North America, Latin America, Europe and Asia. Ameron is a leading producer of fiberglass, concrete and steel pipe systems; high-performance coatings; and other specialized construction products. Ameron International Corporation Consolidated Statements of Income Third Quarter Ended August 31, (in thousands except share and per share data) 1997 1996 --------- --------- Sales $146,323 $133,622 Cost of Sales 107,833 97,402 --------- --------- Gross Profit 38,490 36,220 Selling, General and Administrative Expenses 27,375 26,274 --------- --------- Operating Profit 11,115 9,946 Royalty, Equity and Other Income 3,128 1,590 --------- --------- Income before Interest and Income Taxes 14,243 11,536 Interest, net 3,396 2,349 --------- --------- Income before Income Taxes 10,847 9,187 Income Taxes 3,797 3,215 --------- --------- Net Income $ 7,050 $ 5,972 ========= ========= Per Share (based on average of 4,082,831 shares in 1997 and 3,977,481 shares in 1996): Net Income $ 1.72 $ 1.50 ========= ========= Cash Dividends Paid $ .32 $ .32 ========= ========= Ameron International Corporation Consolidated Statements of Income Nine Months Ended August 31, (in thousands except share and per share data) 1997 1996 --------- --------- Sales $386,109 $366,006 Cost of Sales 284,728 273,571 --------- --------- Gross Profit 101,381 92,435 Selling, General and Administrative Expenses 80,107 73,723 --------- --------- Operating Profit 21,274 18,712 Royalty, Equity and Other Income 8,073 5,694 --------- --------- Income before Interest and Income Taxes 29,347 24,406 Interest, net 8,950 7,796 --------- --------- Income before Income Taxes 20,397 16,610 Income Taxes 7,139 5,813 --------- --------- Net Income $ 13,258 $ 10,797 ========= ========= Per Share (based on average of 4,082,831 shares in 1997 and 3,977,481 shares in 1996): Net Income $ 3.25 $ 2.71 ========= ========= Cash Dividends Paid $ .96 $ .96 ========= ========= Ameron International Corporation Consolidated Statements of Cashflow Nine Months Ended August 31, (in thousands) 1997 1996 --------- --------- Operating Activities Net Income $ 13,258 $ 10,797 Adjustments to reconcile net income to net cash 13,614 12,599 Changes in operating assets and liabilities (43,505) 7,577 --------- --------- Cash Provided (Used) By Operations (16,633) 30,973 Investing Activities Proceeds from sale of assets 532 987 Additions to property, plant and equipment, and Acquisitions (17,607) (19,700) Other, net (2,277) (1,959) --------- --------- Cash used by investing activities (19,352) (20,672) Financing Activities Short and long-term borrowings, net 44,076 30,080 Dividends on common stock (3,843) (3,802) Other, net 667 88 --------- --------- Cash provided by financing activities 40,900 26,366 Effect of exchange rate changes on cash (794) (150) --------- --------- Net change in cash $ 4,121 $ 36,517 ========= ========= Ameron International Corporation Consolidated Balance Sheets (in thousands) August 31, November 30, 1997 1996 --------- --------- ASSETS Current Assets Cash and equivalents $ 22,502 $ 18,381 Receivables, net 112,336 105,534 Inventories 106,683 84,971 Other 14,880 14,737 --------- --------- Total current assets 256,401 223,623 Investments and Advances - Affiliated Companies 34,129 33,722 Property, Plant and Equipment, net 126,430 125,687 Other Assets 30,059 28,634 --------- --------- Total Assets $447,019 $411,666 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-term borrowings $ 1,368 $ 1,242 Current portion of long-term debt 17,639 17,753 Trade payables 31,346 36,715 Accrued liabilities and other 43,887 46,055 --------- --------- Total current liabilities 94,240 101,765 Long-Term Debt, less current portion 154,407 112,598 Other Liabilities 50,142 52,505 --------- --------- Total Liabilities 298,789 266,868 Stockholders' Equity Common stock 12,944 12,895 Additional paid-in capital 16,830 16,212 Retained earnings 166,736 157,321 Cumulative translation adjustments (5,501) 1,149 Treasury stock (42,779) (42,779) --------- --------- Total Stockholders' Equity 148,230 144,798 --------- --------- Total Liabilities and Stockholders' Equity $447,019 $411,666 ========= ========= -----END PRIVACY-ENHANCED MESSAGE-----