-----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, VqzwZzF5H7VtKAM9bs3l6Gk4dPI+g9vJ7OcNAPcImDhO1yuEqG9FvyfT3wLbRSMt wRznT1RQeZZRb2X25psWgA== 0000790730-99-000008.txt : 20000211 0000790730-99-000008.hdr.sgml : 20000211 ACCESSION NUMBER: 0000790730-99-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990831 ITEM INFORMATION: FILED AS OF DATE: 19990929 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: 99719527 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): 9-23-99 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 September 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 Date: September 27, 1999 N E W S R E L E A S E September 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 Record Third-Quarter Results PASADENA, Calif. Ameron International Corporation (NYSE: AMN) today reported diluted earnings of $1.98 per share and sales of $138.8 million for the third quarter ended August 31, 1999. Ameron reported $1.51 per share on sales of $155.7 million in the third quarter of 1998. Year-to-date diluted earnings totaled $3.74 per share on sales of $411.2 million, compared to $2.37 per share on sales of $395.2 million for the same period in 1998. "We continue to be pleased with Ameron's performance this year, and our outlook for the full year remains quite positive," stated James S. Marlen, Chairman, President and Chief Executive Officer of Ameron. Ameron's Concrete & Steel Pipe business showed continued strength in the third quarter because of good demand and a favorable mix of products. Sales were slightly lower than in the very strong third quarter of 1998; however, profits were higher. Year-to-date sales and profits were significantly higher than in 1998, when operations were impacted by poor weather and a strike. The worldwide Fiberglass-Composite Pipe business was impacted in the third quarter because of curtailed spending in the oil industry. Sales and profits declined in the third quarter and year-to-date, compared to the same periods in 1998, because of the depressed oil market. As anticipated, sales of fuel handling piping also declined in the third quarter. However, operations in Singapore and in our new plant in Malaysia continued to strengthen during the quarter. Orders for fiberglass pipe have recently increased, and the overall outlook is improving as oil prices have stabilized at current levels. Ameron's worldwide Coatings business had lower sales and profits in the third quarter, than in the third quarter of 1998. Year-to-date sales were down; however, profits were up because of the profit enhancement program implemented in 1998. The decline in Coatings sales was also a reflection of the impact of oil prices. "The strength of our Concrete & Steel Pipe and Construction & Allied Products businesses, as well as the excellent performance of our joint venture companies, more than offset the impact of the difficult markets experienced by our Coatings and Fiberglass-Composite Pipe businesses. We would expect to see an improvement next year as higher oil prices are captured in customers' budgets and plans for new construction and maintenance," commented James S. Marlen. Ameron International Corporation is a multinational manufacturer of highly- engineered products for construction, industrial, chemical and energy markets. The Company operates businesses in North America, South America, Europe, Asia and Australasia. It also has several joint venture companies in the U.S., Saudi Arabia and Mexico. Ameron is a leading producer of high-performance coatings; fiberglass pipe and composites; concrete and steel pipe systems; and specialized construction products. 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 Third Quarter Ended August 31, (In thousands, except share and per share data) (Unaudited) 1999 1998 Sales $ 138,795 $ 155,707 Cost of Sales (100,708) (117,565) ------------ ------------ Gross Profit 38,087 38,142 Selling, General and Administrative Expenses (26,700) (24,473) Royalty, Equity and Other Income 3,804 2,899 ------------ ------------ Operating Profit 15,191 16,568 Asset Write-Downs and Other Charges - (1,803) ------------ ------------ Income before Interest and Taxes 15,191 14,765 Interest, Net (3,446) (5,260) ------------ ------------ Income before Income Taxes 11,745 9,505 Income Taxes (3,759) (3,327) ------------ ------------ Net Income $ 7,986 $ 6,178 ============ ============ Basic Net Income Per Share (Based on Weighted Average Common Shares Outstanding of 3,991,912 Shares in 1999 and 4,012,875 Shares in 1998) $ 2.00 $ 1.54 ============ =========== Diluted Net Income Per Share (Based on Diluted Common Shares Outstanding of 4,024,412 Shares in 1999 and 4,098,610 Shares in 1998) $ 1.98 $ 1.51 ============= ============ Cash Dividends Paid Per Share $ .32 $ .32 ============= ============= Ameron International Corporation Consolidated Statements of Income Nine Months Ended August 31, (In thousands, except share and per share data) (Unaudited) 1999 1998 ----------- ------------ Sales $ 411,162 $ 395,207 Cost of Sales (302,635) (296,537) ----------- ------------ Gross Profit 108,527 98,670 Selling, General and Administrative Expenses (86,003) (79,117) Royalty, Equity and Other Income 9,923 8,362 ----------- ------------ Operating Profit 32,447 27,915 Asset Write-Downs and Other Charges - (1,803) ----------- ------------ Income before Interest and Taxes 32,447 26,112 Interest, Net (10,373) (11,146) ------------ ------------ Income before Income Taxes 22,074 14,966 Income Taxes (7,064) (5,238) ------------ ------------ Net Income $ 15,010 $ 9,728 ============ ============ Basic Net Income Per Share (Based on Weighted Average Common Shares Outstanding of 3,997,679 Shares in 1999 and 4,012,875 Shares in 1998) $ 3.75 $ 2.42 ============= ============ Diluted Net Income Per Share(Based on Diluted Common Shares Outstanding of 4,016,818 Shares in 1999 and 4,098,610 Shares in 1998) $ 3.74 $ 2.37 ============= ============ Cash Dividends Paid Per Share $ .96 $ .96 ============= ============ Ameron International Corporation Consolidated Statements of Cash Flows Nine Months Ended August 31, (In thousands) (Unaudited) 1999 1998 ------------ ------------ Operating Activities Net Income $ 15,010 $ 9,728 Adjustments to Reconcile Net Income to Net Cash 16,477 13,797 Changes in Operating Assets and Liabilities 2,572 (20,193) ------------- ------------ Cash Provided by Operations 34,059 3,332 Investing Activities Proceeds from Sale of Assets 1,790 732 Additions to Property, Plant and Equipment (11,901) (19,520) Acquisitions - (45,277) Other, Net (3,755) (1,065) ------------- ------------- Cash Used by Investing Activities (13,866) (65,130) Financing Activities Short and Long-Term Borrowings, Net (21,167) 65,400 Dividends on Common Stock (3,835) (3,851) Other, Net (1,415) 920 ------------- ------------- Cash (Used) Provided by Financing Activities (26,417) 62,469 Effect of Exchange Rate Changes on Cash (477) (370) -------------- ------------- Net Change in Cash and Equivalents $ (6,701) $ 301 ============== ============= Ameron International Corporation Consolidated Balance Sheets (In thousands) August 31, 1999 November 30, (Unaudited) 1998 -------------- ------------ ASSETS Current Assets Cash and Equivalents $ 9,675 $ 16,376 Receivables, Net 128,261 136,380 Inventories 98,681 106,654 Other 16,215 14,280 -------------- ------------- Total Current Assets 252,832 273,690 Investments and Advances - Affiliated Companies 22,189 22,182 Property, Plant and Equipment, Net 151,900 157,918 Other Assets 45,776 46,429 -------------- ------------ Total Assets $ 472,697 $500,219 ============== ============ LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 3,615 $ 3,024 Current Portion of Long-Term Debt 12,624 12,681 Trade Payables 39,597 37,273 Accrued Liabilities and Other 48,931 50,353 Federal and Other Income Taxes 13,171 23,499 -------------- ------------ Total Current Liabilities 117,938 126,830 Long-Term Debt, Less Current Portion 141,973 165,308 Other Liabilities 39,741 40,913 -------------- ------------ Total Liabilities 299,652 333,051 -------------- ------------ Stockholders' Equity Common Stock 13,007 13,007 Additional Paid-In Capital 17,828 17,828 Retained Earnings 198,349 187,174 Accumulated Comprehensive Income (11,945) (8,062) Treasury Stock (44,194) (42,779) --------------- ------------ Total Stockholders' Equity 173,045 167,168 --------------- ------------ Total Liabilities and Stockholders' Equity $472,697 $500,219 ============== ============ EX-27 2 FINANCIAL DATA SCHEDULE
5 9-MOS 9-MOS NOV-30-1999 NOV-30-1998 AUG-30-1999 AUG-30-1998 9,675 10,149 0 0 128,261 138,079 0 0 98,681 124,166 252,832 284,271 151,900 160,773 0 0 472,697 507,448 117,938 107,448 0 0 0 0 0 0 13,007 13,007 160,038 141,175 472,697 507,448 411,162 395,207 411,162 395,207 302,635 296,537 0 0 86,003 79,117 0 0 10,524 11,467 22,074 14,966 7,064 5,238 15,010 9,728 0 0 0 0 0 0 15,010 9,728 3.75 2.42 3.74 2.37
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