-----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, HiRnVws1z+hwgHAP7v8RmWOF2u5lqpiktGzocPu8xKJNyKzzUsh9nEA6l3jtAQqy K/V2kYJE3VxJYqOBoKwOtQ== 0001157523-03-000764.txt : 20030326 0001157523-03-000764.hdr.sgml : 20030325 20030326102923 ACCESSION NUMBER: 0001157523-03-000764 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030326 ITEM INFORMATION: Other events FILED AS OF DATE: 20030326 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: 1934 Act SEC FILE NUMBER: 001-09102 FILM NUMBER: 03617160 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 a4363130.txt AMERON INTERNATIONAL 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 REORT): 3-26-03 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 No.) Identification Nol.) 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 March 26, 2003. 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: March 26, 2003 By:/s/ Javier Solis ---------------------------------------- Javier Solis Senior Vice President & Secretary EX-99 3 a4363130-991.txt EXHIBIT 99.1 Exhibit 99.1 Ameron Reports Higher First Quarter Sales and Earnings PASADENA, Calif.--(BUSINESS WIRE)--March 26, 2003--Ameron International Corporation (NYSE:AMN) today reported earnings of $.54 per diluted share on sales of $130.6 million for the three months ended February 28, 2003. Ameron earned $.43 per diluted share on sales of $120.7 million during the first quarter of 2002. "The first quarter performance exceeded expectations," commented James S. Marlen, Ameron's Chairman, President and Chief Executive Officer. "Strong improvements by the Fiberglass-Composite Pipe Group and the Performance Coatings & Finishes Group offset a decline by the Water Transmission Group and lower income from joint ventures. Overall, we are pleased that Ameron's consolidated operations improved in spite of significantly higher insurance and pension costs." The Water Transmission Group had higher sales but lower profits because of a change in product mix and higher insurance and pension costs. During 2003, sales of lower-margin bridge pilings increased as the San Francisco/Oakland Bay Bridge project went into full production. The near-term outlook for the Water Transmission Group remains positive. The Fiberglass-Composite Pipe Group's sales and profits increased significantly in the first quarter of 2003. The improvement came almost exclusively from Asian operations due primarily to the strength of offshore oil and gas and marine markets. Operations outside of Asia were not as strong, with both U.S. and European industrial markets sluggish. Sales into worldwide, on-shore oilfield markets also remained lower than in the same period in 2002. The near-term outlook for Fiberglass-Composite Pipe has improved due to the strength of Asian markets. The Performance Coatings & Finishes Group was marginally profitable on higher sales in 2003, compared to being unprofitable in 2002. Sales from operations in Australia, New Zealand and Europe increased, while sales in the U.S. declined due to weak industrial markets and partly to deferred maintenance of deployed U.S. Navy ships. The near-term outlook for the Performance Coatings & Finishes Group has improved slightly, but full recovery is dependent on improved demand by industrial, marine and oilfield markets in the U.S. and Europe. The Infrastructure Products Group had higher sales but lower profits, primarily due to higher insurance and pension costs. Infrastructure Products continued to benefit from low interest rates and the associated strength in housing and commercial construction throughout the mainland U.S. and Hawaii. The expectations for the Infrastructure Products Group remain favorable. Ameron's equity in earnings of joint-venture companies declined due to TAMCO, Ameron's 50%-owned steel mill in California. TAMCO, which purchases and melts scrap for conversion into reinforcing bar, was affected by increased energy and scrap costs. Scrap prices increased due to worldwide demand, especially for the Chinese steel market. TAMCO is expected to improve later in the year. James Marlen continued, "Ameron did well in the first quarter in spite of increases in pension and insurance costs and soft economic conditions worldwide. The first quarter is traditionally Ameron's weakest period and not indicative of the full year because of holiday schedules, weather and seasonal buying patterns. Global political and economic uncertainties continue to make forecasting difficult. However, we are encouraged by the first quarter performance; and our outlook for 2003 has improved." 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 the estimated or anticipated future results of Ameron International Corporation ("Ameron" or the "Company") 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. Ameron International Corporation Condensed Consolidated Statements of Income Three Months Ended February 28, (In thousands, except per share data) (Unaudited) 2003 2002 --------- --------- Sales $ 130,621 $ 120,702 Cost of Sales ( 97,956) ( 90,263) --------- --------- Gross Profit 32,665 30,439 Selling, General and Administrative Expenses ( 28,569) ( 27,238) Royalties, Equity and Other Income 668 1,791 --------- --------- Income before Interest and Income Taxes 4,764 4,992 Interest Expense, Net ( 1,469) ( 2,388) --------- --------- Income before Income Taxes 3,295 2,604 Provision for Income Taxes ( 1,120) ( 833) --------- --------- Net Income $ 2,175 $ 1,771 ========= ========= Net Income Per Diluted Share $ .54 $ .43 ========= ========= Cash Dividends Paid Per Share $ .32 $ .32 ========= ========= Ameron International Corporation Condensed Consolidated Statements of Cash Flows Three Months Ended February 28, (In thousands) (Unaudited) 2003 2002 -------- -------- Operating Activities Net Income $ 2,175 $ 1,771 Adjustments to Reconcile Net Income to Net Cash Provided by Operations 5,069 5,535 Changes in Operating Assets and Liabilities 5,611 ( 3,273) -------- -------- Net Cash Provided by Operations 12,855 4,033 Investing Activities Proceeds from Sale of Assets 228 134 Additions to Property, Plant and Equipment ( 3,902) ( 2,825) -------- -------- Net Cash Used in Investing Activities ( 3,674) ( 2,691) Financing Activities Short and Long-Term Borrowings, Net ( 4,430) 2,579 Debt Issuance Costs ( 1,468) - Dividends on Common Stock ( 1,264) ( 1,239) Issuance of Common Stock 147 - Change in Treasury Stock 27 - -------- --------- Net Cash (Used In) Provided by Financing Activities ( 6,988) 1,340 Effect of Exchange Rate Changes on Cash and Cash Equivalents 350 ( 66) -------- -------- Net Change in Cash and Cash Equivalents $ 2,543 $ 2,616 ======== ======== Ameron International Corporation Condensed Consolidated Balance Sheets (In thousands) February 28, November 30, 2003 2002 (Unaudited) ------------ ------------ ASSETS Current Assets Cash and Cash Equivalents $ 12,903 $ 10,360 Receivables, Net 130,411 131,283 Inventories 89,009 88,020 Other Current Assets 26,451 23,199 -------- -------- Total Current Assets 258,774 252,862 Investments and Advances - Joint Ventures 19,361 18,927 Property, Plant and Equipment, Net 147,085 145,242 Goodwill and Intangible Assets 13,137 13,013 Other Assets 37,886 32,898 -------- -------- Total Assets $476,243 $462,942 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 26 $ 1,009 Current Portion of Long-Term Debt 8,333 8,333 Trade Payables 51,578 46,295 Accrued Liabilities 44,990 45,994 Income Taxes Payable 3,548 2,026 -------- -------- Total Current Liabilities 108,475 103,657 Long-Term Debt, Less Current Portion 99,895 102,823 Other Long-Term Liabilities 49,588 44,636 -------- -------- Total Liabilities 257,958 251,116 Stockholders' Equity Common Stock 13,208 13,198 Additional Paid-In Capital 23,692 23,950 Unearned Restricted Stock ( 1,993) ( 2,164) Retained Earnings 271,360 270,449 Accumulated Other Comprehensive Loss (39,350) (44,948) Treasury Stock (48,632) (48,659) -------- -------- Total Stockholders' Equity 218,285 211,826 -------- -------- Total Liabilities and Stockholders' Equity $476,243 $462,942 ======== ======== CONTACT: Ameron International Corporation James S. Marlen/Gary Wagner, 626/683-4000 -----END PRIVACY-ENHANCED MESSAGE-----