-----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/7m2Z+HBa32tHY5mjPTt8QwT7ZpSmnBIMbRCxDcny3JvafIW42S3Gjpxj7YnsLf X29ZyNCcNXxd7uFyY6Mmlg== 0000790730-98-000020.txt : 19980929 0000790730-98-000020.hdr.sgml : 19980929 ACCESSION NUMBER: 0000790730-98-000020 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980924 ITEM INFORMATION: FILED AS OF DATE: 19980928 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: 98715510 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 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): 9-24-98 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 September 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 /s/ Javier Solis Date: September 25, 1998 By:----------------------------- Javier Solis Senior Vice President and Secretary N E W S R E L E A S E September 24, 1998 Contact: Gary Wagner, Senior Vice President, Chief Financial Officer Telephone: 626/683-4000 PASADENA, Calif. Ameron International Corporation (NYSE: AMN) today reported diluted earnings of $1.51 per share on sales of $156 million for its third quarter, which ended August 31, 1998. This compares to $1.72 per share on sales of $146 million for the same period in 1997. Year-to-date diluted earnings were $2.37 per share on sales of $395 million,compared to $3.25 per share on sales of $386 million last year. James S. Marlen, Ameron Chairman, President and Chief Executive Officer, commented that "Third-quarter performance was in line with the revised expectations that we announced in early August. We continue to experience soft market conditions worldwide for protective coatings and competitive pressures have intensified. We are aggressively implementing the cost reduction and productivity enhancement program announced earlier to improve operating profits and strengthen our long-term competitive position." As expected, third-quarter earnings were significantly higher than the first two quarters of 1998 but lower than the third quarter of last year. Operating profits improved compared to the third quarter of 1997. However, earnings were lower because of higher interest expense, related primarily to the debt associated with the acquisition of Croda Coatings in the second quarter of 1998. Each of Ameron's operations improved over the same period last year, except for the worldwide protective coatings business. Worldwide protective coatings sales in the third quarter and for the nine-month period were higher than last year, as a result of the Croda Coatings acquisition. A slowdown in domestic markets, an increased competitive environment and lower oil prices especially impacted U.S. coatings operations. Worldwide earnings were down compared to last year as a result of the decline in the U.S. While steady progress has been made in integrating the Croda Coatings acquisition, market conditions and sales in England, Australia and New Zealand have weakened. As part of the cost reduction program announced in the third quarter, actions were and are being taken to streamline U.S. operations and to accelerate the restructuring program developed in conjunction with the Croda Coatings acquisition. Ameron's global fiberglass pipe business reported higher sales and earnings for the third quarter and year to date, with domestic, Asian and European operations all making positive contributions. U.S. operations benefitted from higher demand for fuel-handling pipe systems, including Ameron's new rigid coaxial products. Singapore operations had stronger sales and earnings as a result of increased exports to Europe and the Middle East. The decline of oil prices curtailed demand for Centron's high-pressure fiberglass pipe supplied to domestic and international oilfield markets. While shipments accelerated during the third quarter, concrete and steel pipe sales were lower than last year due to the timing of production start-up on several major orders. Earnings were higher due to a favorable product mix and improved manufacturing efficiencies. Sales and earnings for the nine-month period remain below last year, primarily due to the slow first half, which was impacted by severe weather and a six-week strike. Fourth-quarter deliveries should be strong, and the order backlog remains at a high level. Ameron's construction products business in Hawaii had higher earnings in the third quarter on flat sales. For the nine-month period, sales and earnings were significantly higher than last year as a result of strong first-half sales and cost reduction programs implemented in 1997. The short-term outlook for construction spending in Hawaii remains soft due to the slow economy and the impact of the Asian economic situation on tourism. During 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. Tokyo Steel owns 25% and Ameron owns 50% of Tamco, which is treated as an unconsolidated affiliate. A leading supplier of rebar in the western United States, Tamco had sales of $139 million in 1997. The divestiture process is proceeding on schedule. 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 Third Quarter Ended August 31, (In thousands except share and per share data) 1998 1997 --------- --------- Sales $155,707 $146,323 Cost of Sales 117,565 107,833 --------- --------- Gross Profit 38,142 38,490 Selling, General and Administrative Expenses 26,276 27,375 --------- --------- Operating Profit 11,866 11,115 Royalty, Equity and Other Income 2,899 3,128 --------- --------- Income before Interest and Income Taxes 14,765 14,243 Interest, net 5,260 3,396 --------- --------- Income before Income Taxes 9,505 10,847 Income Taxes 3,327 3,797 --------- --------- Net Income $ 6,178 $ 7,050 ========= ========= Basic Net Income Per Share (Based on Weighted Average Shares Outstanding of 4,012,875 Shares in 1998 and 4,002,830 Shares in 1997) $ 1.54 $ 1.76 ========= ========= Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,098,610 Shares in 1998 and 4,082,831 Shares in 1997) $ 1.51 $ 1.72 ========= ========= 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) 1998 1997 --------- --------- Sales $395,207 $386,109 Cost of Sales 296,537 284,728 --------- --------- Gross Profit 98,670 101,381 Selling, General and Administrative Expenses 80,920 80,107 --------- --------- Operating Profit 17,750 21,274 Royalty, Equity and Other Income 8,362 8,073 --------- --------- Income before Interest and Income Taxes 26,112 29,347 Interest, net 11,146 8,950 --------- --------- Income before Income Taxes 14,966 20,397 Income Taxes 5,238 7,139 --------- --------- Net Income $ 9,728 $ 13,258 ========= ========= Basic Net Income Per Share (Based on Weighted Average Shares Outstanding of 4,012,875 Shares in 1998 and 4,002,830 Shares in 1997) $ 2.42 $ 3.31 ========= ========= Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,098,610 Shares in 1998 and 4,082,831 Shares in 1997) $ 2.37 $ 3.25 ========= ========= Cash Dividends Paid $ .96 $ .96 ========= ========= Ameron International Corporation Consolidated Statements of Cashflow Nine Months Ended August 31, (In thousands) 1998 1997 --------- --------- Operating Activities Net Income $ 9,728 $ 13,258 Adjustments to Reconcile Net Income to Net Cash 13,797 13,614 Changes in Operating Assets and Liabilities (20,193) (43,505) --------- --------- Cash Provided (Used) By Operations 3,332 (16,633) Investing Activities Proceeds from Sale of Assets 732 532 Additions to Property, Plant and Equipment, and Acquisitions (64,797) (17,607) Other, Net (1,065) (2,277) --------- --------- Cash Used by Investing Activities (65,130) (19,352) Financing Activities Short and Long-Term Borrowings, Net 65,400 44,076 Dividends on Common Stock (3,851) (3,843) Other, Net 920 667 --------- --------- Cash Provided by Financing Activities 62,469 40,900 Effect of Exchange Rate Changes on Cash (370) (794) --------- --------- Net Change in Cash $ 301 $ 4,121 ========= ========= Ameron International Corporation Consolidated Balance Sheets (In thousands) August 31, November 30, 1998 1997 --------- --------- ASSETS Current Assets Cash and Equivalents $ 10,149 $ 9,848 Receivables, Net 138,079 122,352 Inventories 124,166 95,752 Other 11,877 13,340 --------- --------- Total Current Asset 284,271 241,292 Investments and Advances - Affiliated Companies 33,689 33,777 Property, Plant and Equipment, Net 160,773 127,678 Other Assets 28,715 30,478 --------- --------- Total Assets $507,448 $433,225 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 3,949 $ 715 Current Portion of Long-Term Debt 17,654 17,654 Trade Payables 36,983 31,988 Accrued Liabilities and Other 48,862 36,908 --------- --------- Total Current Liabilities 107,448 87,265 Long-Term Debt, Less Current Portion 205,373 140,917 Other Liabilities 40,445 52,061 --------- --------- Total Liabilities 353,266 280,243 Stockholders' Equity Common Stock 13,007 12,946 Additional Paid-In Capital 17,828 16,969 Retained Earnings 177,446 171,569 Cumulative Translation Adjustments (11,320) (5,723) Treasury Stock (42,779) (42,779) --------- --------- Total Stockholders' Equity 154,182 152,982 --------- --------- Total Liabilities and Stockholders' Equity $507,448 $433,225 ========= ========= EX-27 2
5 9-MOS 9-MOS NOV-30-1998 NOV-30-1997 AUG-31-1998 AUG-31-1997 10,149 22,502 0 0 138,079 112,336 0 0 145,166 106,683 284,271 256,401 160,773 126,430 0 0 507,448 447,019 107,448 94,240 0 0 0 0 0 0 13,007 12,944 0 0 507,448 447,019 395,207 386,109 395,207 386,109 296,537 284,728 0 0 80,920 80,107 0 0 11,467 9,141 14,966 20,397 5,238 7,139 9,728 13,258 0 0 0 0 0 0 9,728 13,258 2.42 3.31 2.37 3.25
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