-----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, NvPutSlhnY1vgAAZJWYPw2P1T63QdKz2O//IssbWZBbvKCFQxW1KASNRpV+5aqgA rP87MKnV2lqANwyEB7VMsQ== 0000790730-99-000004.txt : 19990625 0000790730-99-000004.hdr.sgml : 19990625 ACCESSION NUMBER: 0000790730-99-000004 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990531 ITEM INFORMATION: FILED AS OF DATE: 19990624 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: 99651511 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): 6-23-99 AMERON INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 1-9102 7-0100596 (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 23, 1999. 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 By: /s/ Javier Solis Javier Solis Senior Vice President & Secretary N E W S R E L E A S E June 23, 1999 Contacts: James S. Marlen, Chairman, President and Chief Executive Officer Gary Wagner, Senior Vice President, Chief Financial Officer Telephone: 626-683-4000 AMERON REPORTS CONTINUED IMPROVEMENT WITH STRONG SECOND-QUARTER RESULTS PASADENA, Calif.-Ameron International Corporation (NYSE: AMN) today reported diluted earnings of $1.50 per share on sales of $149.5 million for the second quarter ended May 31, 1999. Ameron earned $1.09 per share on sales of $137.0 million for the same period in 1998. Year-to-date diluted earnings totaled $1.75 per share on sales of $272.4 million, compared to 86 cents per share on sales of $239.5 million in 1998. Commenting on the Company's results, James S. Marlen, Ameron's Chairman, President and Chief Executive Officer, stated, "Ameron continued to do well in the first half of 1999. The profitability of all of our businesses exceeded the levels of 1998. We are benefitting from the profit-enhancement programs implemented in 1998 and the strength of several of our markets, especially those served by our Concrete and Steel Pipe business." The Concrete and Steel Pipe business continued to accelerate in the second quarter because of favorable weather conditions and the timing of pipe deliveries. Sales and profits were significantly higher than in the same period of 1998. Ameron's worldwide Fiberglass-Composite Pipe business continued the trend of the first quarter with slightly lower sales but higher profits. Profits remained higher because of improved product mix and the restructuring steps taken in 1998. The depressed oil industry continued to hamper sales. The impact of oil prices was partially offset by the residual strength of the U.S. fuel-handling market and by the continued strength of Asian operations. Sales and profits from Asian operations, including a plant in Singapore and the Company's new plant in Malaysia, were almost twice as high in 1999 as in the first half of 1998. While Ameron's worldwide Coatings business had higher sales and profits in the first six months of 1999 than in the same period of 1998, sales and profits declined slightly during the second quarter. The sales increase came from the acquisition of the former Croda Coatings businesses in April 1998. The slowdown reflects the continued softness in the worldwide coatings markets served by Ameron, principally due to the weakness of businesses related to the oil industry. Ameron's coatings are used extensively in such markets to protect petrochemical plants, offshore platforms and marine vessels. Additionally, Ameron's European coatings operations continued to be adversely impacted by the general economic conditions in the U.K. Ameron's Construction & Allied Products business continued to generate improved sales and profits in the second quarter and year to date. James S. Marlen commented, "We remain pleased with Ameron's strong performance for the first half of 1999, given the difficult conditions in some of the markets we serve. The current outlook confirms our earlier full-year forecast that Ameron will report higher profitability in 1999." Ameron and Tokyo Steel Manufacturing Co. Ltd. ("Tokyo Steel") have decided to retain their ownership of TAMCO. On June 12, 1998, Ameron and Tokyo Steel had announced the intent to seek a buyer for the 75% of TAMCO owned by Ameron and Tokyo Steel. TAMCO is a leading manufacturer of reinforcing bar for West Coast markets. Commenting on Ameron's decision to retain its 50% ownership of TAMCO, James S. Marlen stated, "The perceived value for TAMCO was affected by the overall decline in the steel industry which began in the latter part of 1998. Although TAMCO had an outstanding operating year in 1998 and is doing even better in 1999, potential buyers have been preoccupied with the declines in their respective businesses. We feel that TAMCO is a significant asset with a strong market position that will continue to provide superior returns." Ameron International Corporation is a leading producer of high-performance coatings and finishes, fiberglass-composite pipe, concrete and steel pipe systems and other specialized construction products. The Company operates businesses in North America, South America, Europe, Asia and Australasia. 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 economics 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) 1999 1998 --------- --------- Sales $ 149,468 $ 136,974 Cost of Sales (109,909) (100,648) --------- --------- Gross Profit 39,559 36,326 Selling, General and Administrative Expenses ( 29,543) ( 29,598) Royalty, Equity and Other Income 2,295 3,692 --------- --------- Income before Interest and Taxes 12,311 10,420 Interest, Net ( 3,458) ( 3,393) --------- --------- Income before Income Taxes 8,853 7,027 Income Taxes ( 2,833) (2,537) --------- --------- Net Income $ 6,020 $ 4,490 ========= ========= Basic Net Income Per Share (Based on Weighted Average Common Shares Outstanding of 4,006,798 Shares in 1999 and 4,009,773 Shares in 1998) $ 1.50 $ 1.12 ========= ========= Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,019,270 Shares in 1999 and 4,115,941 Shares in 1998) $ 1.50 $ 1.09 ========= ========= 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) 1999 1998 --------- --------- Sales $ 272,367 $ 239,500 Cost of Sales (201,927) (178,972) --------- --------- Gross Profit 70,440 60,528 Selling, General and Administrative Expenses ( 59,303) ( 54,644) Royalty, Equity and Other Income 6,119 5,463 --------- --------- Income before Interest and Taxes 17,256 11,347 Interest, Net ( 6,927) ( 5,886) --------- --------- Income before Income Taxes 10,329 5,461 Income Taxes ( 3,305) (1,911) --------- --------- Net Income $ 7,024 $ 3,550 ========= ========= Basic Net Income Per Share (Based on Weighted Average Common Shares Outstanding of 4,006,798 Shares in 1999 and 4,009,773 Shares in 1998) $ 1.75 $ 0.89 ========= ========= Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,019,270 Shares in 1999 and 4,115,941 Shares in 1998) $ 1.75 $ 0.86 ========= ========= Cash Dividends Paid $ .64 $ .64 ========= ========= Ameron International Corporation Consolidated Statements of Cashflow Six Months Ended May 31, (In thousands) 1999 1998 --------- --------- Operating Activities Net Income $ 7,024 $ 3,550 Adjustments to Reconcile Net Income to Net Cash 13,622 11,776 Changes in Operating Assets and Liabilities (11,423) (13,935) --------- --------- Cash Provided by Operations 9,223 1,391 Investing Activities Proceeds from Sale of Assets 1,910 326 Additions to Property, Plant and Equipment (7,828) (15,852) Acquisitions - (45,277) Other, Net (3,174) (699) --------- --------- Cash Used by Investing Activities (9,092) (61,502) Financing Activities Short and Long-Term Borrowings, Net 45 58,633 Dividends on Common Stock (2,558) (2,566) Other, Net (1,415) 343 --------- --------- Cash (Used) Provided by Financing Activities (3,928) 56,410 Effect of Exchange Rate Changes on Cash (446) (69) --------- --------- Net Change in Cash $ (4,243) $ (3,770) ========= ========= Ameron International Corporation Consolidated Balance Sheets (In thousands) May 31, November 30, 1999 1998 --------- --------- ASSETS Current Assets Cash and Equivalents $ 12,133 $ 16,376 Receivables, Net 132,144 136,380 Inventories 105,643 106,654 Other 15,916 14,280 --------- --------- Total Current Assets 265,836 273,690 Investments and Advances - Affiliated Companies 22,189 22,182 Property, Plant and Equipment, Net 150,760 157,918 Other Assets 46,795 46,429 --------- --------- Total Assets $ 485,580 $ 500,219 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 4,213 $ 3,024 Current Portion of Long-Term Debt 12,615 12,681 Trade Payables 35,716 37,273 Accrued Liabilities and Other 48,381 50,353 Federal and Other Income Taxes 15,627 23,499 --------- --------- Total Current Liabilities 116,552 126,830 Long-Term Debt, Less Current Portion 162,723 165,308 Other Liabilities 39,869 40,913 --------- --------- Total Liabilities 319,144 333,051 Stockholders' Equity Common Stock 13,007 13,007 Additional Paid-In Capital 17,828 17,828 Retained Earnings 191,640 187,174 Accumulated Comprehensive Income (11,845) (8,062) Treasury Stock (44,194) (42,779) --------- --------- Total Stockholders' Equity 166,436 167,168 --------- --------- Total Liabilities and Stockholders' Equity $ 485,580 $ 500,219 ========= ========= EX-27 2
5 6-MOS 6-MOS NOV-30-1999 NOV-30-1998 MAY-31-1999 MAY-31-1998 12,133 6,078 0 0 132,144 129,258 0 0 105,643 125,993 265,836 274,353 150,760 161,288 0 0 485,580 498,013 116,552 101,907 0 0 0 0 0 0 13,007 12,969 153,429 138,393 485,580 498,013 272,367 239,500 272,367 239,500 201,927 178,972 0 0 59,303 54,644 0 0 7,025 6,058 10,329 5,461 3,305 1,911 7,024 3,550 0 0 0 0 0 0 7,024 3,550 1.75 0.89 1.75 0.86
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