-----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, Ue8yIfIc1lKTM7gl2/ur2TiuBKPttkTMkFozCCM0fAht6MOQsJmkhjwombVxSrSx d0GAroJy2asUV+OOozQr3g== 0000912057-01-521441.txt : 20010628 0000912057-01-521441.hdr.sgml : 20010628 ACCESSION NUMBER: 0000912057-01-521441 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20010621 ITEM INFORMATION: FILED AS OF DATE: 20010627 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: 1668718 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 a2052876z8-k.txt 8-K 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): 6-21-01 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 COMPANY ISSUED A NEWS RELEASE ON JUNE 21, 2001 IN THE FORM ATTACHED AS EXHIBIT 99. 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 26, 2001 BY: /s/ JAVIER SOLIS ----------------------------------- JAVIER SOLIS SENIOR VICE PRESIDENT AND SECRETARY EXHIBIT LIST EXHIBIT NO. DESCRIPTION - ----------- ----------- 99 News Release dated June 21, 2001. EX-99 2 a2052876zex-99.txt EXHIBIT 99 EXHIBIT 99 [LOGO] N E W S R E L E A S E June 21, 2001 CONTACTS: James S. Marlen, Chairman, President and Chief Executive Officer Gary Wagner, Senior Vice President, Chief Financial Officer Telephone: 626-683-4000 AMERON'S POSITIVE MOMENTUM CONTINUES WITH STRONG SECOND-QUARTER PERFORMANCE PASADENA, Calif.-- Ameron International Corporation (NYSE: AMN) today reported earnings of $1.78 per diluted share for the second quarter ended May 31, 2001, on sales of $143.7 million. For the same period in 2000, earnings totaled $1.55 per share on sales of $140.2 million. Earnings for the six months ended May 31, 2001 totaled $2.20 per share on sales of $265.3 million, compared to $1.79 per share on sales of $261.5 million for the first half of 2000. James S. Marlen, Ameron's Chairman, President and Chief Executive Officer, commented, "Ameron continues to perform well relative to both 2000 and to our 2001 expectations. The Water Transmission Group is accelerating because of increased demand. The Performance Coatings & Finishes business improved, and the Fiberglass-Composite Pipe Group continues to benefit from the strength of oil-related demand." Water Transmission's profits increased in the second quarter on lower sales than in the same period in 2000 because of a change in project and product mix. As expected, backlog increased from $51 million at the beginning of the year to $121 million at the end of May 2001. Although a sizable portion of the backlog will be converted to sales in 2002, the current level of orders bodes well for the remainder of 2001. Fiberglass-Composite Pipe's profits remained flat on higher sales during the second quarter. The demand for oil field piping remained unabated, and shipments of large-diameter fiberglass pipe for a water project in California began during the quarter. Sales to industrial markets declined, reflecting the general economic slowdown. Profits remained flat because of uneven plant utilization associated with declining industrial sales. The outlook for Fiberglass-Composite Pipe remains positive because of the demand for oil field piping. 1 The Performance Coatings & Finishes business had higher sales and correspondingly higher profits than in the second quarter of 2000. Sales of protective coatings for use in petrochemical and rail markets increased, but sales of industrial finishes slowed because of weaker economic conditions in the U.K., Australia and New Zealand. The Infrastructure Products Group had slightly higher sales and lower profits in the second quarter of 2001, compared to the same period in 2000. Profits were lower because of the start-up costs associated with a new pole plant in Alabama and initial development costs for an expansion of Ameron's principal rock quarry in Hawaii. Ameron's Alabama pole plant will produce state-of-the-art, decorative, concrete lighting poles for sale to the major markets in the Southeast. James Marlen continued, "We are pleased with the performance of Ameron's businesses in the second quarter, and we remain optimistic regarding the remainder of 2001." 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. 2 Ameron International Corporation Consolidated Statements of Income Second Quarter Ended May 31, (In thousands, except per share data) (Unaudited)
2001 2000 --------- --------- Sales $ 143,670 $ 140,171 Cost of Sales (108,904) (102,975) --------- --------- Gross Profit 34,766 37,196 Selling, General and Administrative Expenses (26,943) (31,752) Royalty, Equity and Other Income 4,876 5,620 --------- --------- Income before Interest and Income Taxes 12,699 11,064 Interest Expense, Net (2,873) (2,812) --------- --------- Income before Income Taxes 9,826 8,252 Provision for Income Taxes (2,752) (2,063) --------- --------- Net Income $ 7,074 $ 6,189 ========= ========= Net Income Per Diluted Share $ 1.78 $ 1.55 ========= ========= Cash Dividends Paid Per Share $ .32 $ .32 ========= =========
3 Ameron International Corporation Consolidated Statements of Income Six Months Ended May 31, (In thousands, except per share data) (Unaudited)
2001 2000 --------- --------- Sales $ 265,275 $ 261,536 Cost of Sales (200,610) (196,287) --------- --------- Gross Profit 64,665 65,249 Selling, General and Administrative Expenses (53,441) (58,894) Royalty, Equity and Other Income 6,684 9,253 --------- --------- Income before Interest and Income Taxes 17,908 15,608 Interest Expense, Net (5,888) (6,088) --------- --------- Income before Income Taxes 12,020 9,520 Provision for Income Taxes (3,366) (2,380) --------- --------- Net Income $ 8,654 $ 7,140 ========= ========= Net Income Per Diluted Share $ 2.20 $ 1.79 ========= ========= Cash Dividends Paid Per Share $ .64 $ .64 ========= =========
4 Ameron International Corporation Condensed Consolidated Statements of Cash Flows Six Months Ended May 31, (In thousands) (Unaudited)
2001 2000 --------- --------- Operating Activities Net Income $ 8,654 $ 7,140 Adjustments to Reconcile Net Income to Net Cash from by Operations 11,180 11,016 Changes in Operating Assets and Liabilities (11,523) (24,590) --------- --------- Net Cash Provided by (Used In) Operations 8,311 (6,434) Investing Activities Proceeds from Sale of Assets 221 481 Additions to Property, Plant and Equipment (12,467) (8,922) --------- --------- Net Cash Used in Investing Activities (12,246) (8,441) Financing Activities Short and Long-Term Borrowings, Net 8,708 13,471 Dividends on Common Stock (2,477) (2,552) Issuance of Common Stock 111 - Purchase of Treasury Stock 13 (934) --------- --------- Net Cash Provided By Financing Activities 6,355 9,985 Effect of Exchange Rate Changes on Cash and Cash Equivalents (100) 221 --------- --------- Net Change in Cash and Cash Equivalents $ 2,320 $ (4,669) ========= =========
5 Ameron International Corporation Consolidated Balance Sheets (In thousands)
MAY 31, 2001 NOVEMBER 30, (UNAUDITED) 2000 --------- --------- ASSETS Current Assets Cash and Cash Equivalents $ 13,834 $ 11,514 Receivables, Net 137,792 139,961 Inventories 88,216 82,470 Other Current Assets 30,288 30,025 --------- --------- Total Current Assets 270,130 263,970 Investments and Advances - Joint Ventures 21,294 21,773 Property, Plant and Equipment, Net 147,661 145,196 Other Assets 50,676 47,510 --------- --------- Total Assets $ 489,761 $ 478,449 ========= ========= LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 5,069 $ 5,001 Current Portion of Long-Term Debt 8,832 8,848 Trade Payables 46,839 41,127 Accrued Liabilities 48,453 58,265 Income Taxes Payable 15,061 15,103 --------- --------- Total Current Liabilities 124,254 128,344 Long-Term Debt, Less Current Portion 148,666 140,718 Other Long-Term Liabilities 29,062 26,957 --------- --------- Total Liabilities 301,982 296,019 Stockholders' Equity Common Stock 13,015 13,007 Additional Paid-In Capital 19,212 17,857 Retained Earnings 230,797 224,620 Accumulated Other Comprehensive Loss (26,586) (24,382) Treasury Stock (48,659) (48,672) --------- --------- Total Stockholders' Equity 187,779 182,430 --------- --------- Total Liabilities and Stockholders' Equity $ 489,761 $ 478,449 ========= =========
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