-----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, WmXqeTrDb6ed+43QhnZa9G4cpLdHztKZP3iIs+QwJD/b9prZsFr2NMVcQlNk4XEj A1G4tmpFxEPE/Xk8AWUOvA== 0001157523-03-005029.txt : 20030925 0001157523-03-005029.hdr.sgml : 20030925 20030925115601 ACCESSION NUMBER: 0001157523-03-005029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030925 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20030925 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: 03909408 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 a4480139.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 REPORTED): 9-25-03 AMERON INTERNATIONAL CORPORATION (Exact name of Registrant as Specified in its Charter) Delaware 1-9102 77-0100596 (State or other jurisdiction (Commission File No.) (IRS Employer of Incorporation) 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 7. Financial Information, Pro Forma Financial Information and Exhibits. (a) Financial Statements of Business Acquired: Not applicable (b) Pro Forma Financial Information: Not applicable (c) Exhibits: 99.1 The Registrant's news release dated September 25, 2003, announcing its earnings for the quarter ended August 31, 2003. Item 12. Results of Operations and Financial Condition. The Registrant's earnings release dated September 25, 2003, regarding its third quarter 2003 financial results, is attached hereto as Exhibit 99.1. The information in this report, including the exhibit attached hereto, is being furnished pursuant to Item 12 and shall not be deemed to be "filed" for purposes of the Securities Exchange Act of 1934 or otherwise subject to the liabilities thereunder. The information in this report will not be deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation FD or Item 12. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS Cautionary statement for purposes of the "Safe Harbor" provisions of The Private Securities Litigation Reform Act of 1995: Any statements in this report, including the exhibit attached hereto, that refer to the estimated or anticipated future results of the Registrant are forward-looking and reflect the Registrant's current analysis of existing trends and information. Actual results may differ from current expectations based on a number of factors affecting the Registrant's businesses, including competitive conditions and changing market situations. Matters affecting the economy generally, including the state of economies worldwide, can also affect the Registrant's results. Forward-looking statements represent the Registrant's judgment only as of the date of this report. Since actual results could differ materially from such statements, the reader is cautioned not to rely on these forward-looking statements. Moreover, the Registrant disclaims any intent or obligation to update these forward-looking statements. 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: September 25, 2003 By: /s/ Javier Solis -------------------------------- Javier Solis Senior Vice President & Secretary EX-99 3 a4480139_ex991.txt AMERON INTERNATIONAL EXHIBIT 99.1 Exhibit 99.1 Ameron Reports Lower Third-Quarter Earnings, Expects Strong Fourth Quarter PASADENA, Calif.--(BUSINESS WIRE)--Sept. 25, 2003--Ameron International Corporation (NYSE:AMN) today reported earnings of $.94 per diluted share on sales of $155.2 million for the three months ended August 31, 2003. Ameron earned $1.06 per diluted share on sales of $138.8 million during the third quarter of 2002. For the first nine months of 2003, Ameron earned $2.19 per diluted share on sales of $433.6 million. For the same period in 2002, Ameron's sales were $397.6 million, and earnings were $2.18 per diluted share. "While we achieved a solid increase in sales and gross profit in the third quarter, earnings declined due to higher costs and lower earnings from joint-venture companies," commented James S. Marlen, Ameron's Chairman, President and Chief Executive Officer. "As it has throughout 2003, the Fiberglass-Composite Pipe Group had an especially strong quarter, and both the Water Transmission Group and the Performance Coatings & Finishes Group had higher sales. For the first nine months, Ameron's 2003 earnings per share exceeded expectations and were comparable to last year's results, despite previously-reported increases in insurance and pension costs and an anticipated third-quarter reduction in earnings from joint ventures. Ameron's operations have performed well throughout 2003." The Fiberglass-Composite Pipe Group's sales and segment income increased significantly in the third quarter. Improvements came from worldwide operations, including those in the U.S., Europe and Asia. Reversing the trend of earlier in the year, the U.S. and European markets for industrial and fuel-handling piping improved from depressed levels. Likewise, sales of onshore, oilfield piping increased. Operations in Singapore and Malaysia continued to benefit from the high level of activity in Asian markets. The outlook for the Fiberglass-Composite Pipe Group remains positive. The Water Transmission Group's third-quarter sales increased, but segment income decreased, compared to the same period in 2002, reflecting the impact of supplying lower-margin bridge pilings for the San Francisco/Oakland Bay Bridge project. The overall bidding activity in the western U.S., water-piping market slowed in recent months. However, in July, Ameron announced that it was awarded the $21 million South San Joaquin Irrigation District project. Manufacture of water piping for the San Joaquin project commenced in the third quarter, and full production is expected to continue throughout the remainder of 2003. The backlog and timing of various projects support expectations of a significant fourth-quarter profit improvement by the Water Transmission Group. Sales of the Performance Coatings & Finishes Group were higher than in the third quarter of 2002, due to the impact of currency exchange rates on foreign operations. Segment income, however, declined slightly due to higher costs. Sales of protective coatings, especially in the U.S. and Europe, remained weak due to poor demand by chemical/industrial markets. Demand for offshore and marine coatings improved. Future improvements by the Group remain dependent on increased demand by industrial markets in the U.S. and Europe. The Infrastructure Products Group had lower sales and segment income in the third quarter. Ready-mix and quarry operations in Hawaii improved slightly, while pole sales and profits declined. Infrastructure Products benefited throughout 2003 from low interest rates and the associated level of construction activity. The outlook for the Infrastructure Products Group remains positive. Ameron's earnings from joint-venture companies decreased significantly in the third quarter, as anticipated and announced at the end of the second quarter. Earnings from joint ventures were over $3.2 million higher in the third quarter of 2002 than in the same period in 2003 due to the lower earnings from ventures in Saudi Arabia and lower results from TAMCO. TAMCO, Ameron's 50%-owned steel mini-mill in California, continued to suffer from higher energy and scrap costs. Recently implemented programs, including price increases, should improve TAMCO's profitability in the fourth quarter of 2003. Offsetting a portion of the third-quarter reduction in earnings from joint ventures was a $2.5 million pretax gain on the sale of Ameron's minority interest in a Mexican coatings venture. James Marlen continued, "We are pleased with the performance of the first nine months; and we look forward to a strong fourth quarter, driven in large part by the expected performance of the Water Transmission business. Full-year results should be in line with last year's record earnings." 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 and Egypt. 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 August 31, (In thousands, except per share data) (Unaudited) 2003 2002 ---------------- -------------------- Sales $155,174 $138,813 Cost of Sales (112,730) (102,260) ---------------- -------------------- Gross Profit 42,444 36,553 Selling, General and Administrative Expenses ( 32,078) ( 25,312) Earnings from Joint Ventures and Other Income 2,965 4,049 ---------------- -------------------- Income before Interest and Income Taxes 13,331 15,290 Interest Expense, Net ( 1,821) ( 1,676) ---------------- -------------------- Income before Income Taxes 11,510 13,614 Provision for Income Taxes ( 3,799) ( 4,903) ---------------- -------------------- Net Income $7,711 $8,711 ================ ==================== Net Income Per Diluted Share $.94 $1.06 ================ ==================== Cash Dividends Paid Per Share $.20 $.16 ================ ==================== Ameron International Corporation Condensed Consolidated Statements of Income Nine Months Ended August 31, (In thousands, except per share data) (Unaudited) 2003 2002 ----------------- ------------------ Sales $433,639 $397,614 Cost of Sales (318,213) (295,058) ----------------- ------------------ Gross Profit 115,426 102,556 Selling, General and Administrative Expenses ( 92,636) ( 80,688) Earnings from Joint Ventures and Other Income 8,769 11,140 ----------------- ------------------ Income before Interest and Income Taxes 31,559 33,008 Interest Expense, Net ( 5,124) ( 5,669) ----------------- ------------------ Income before Income Taxes 26,435 27,339 Provision for Income Taxes ( 8,724) ( 9,295) ----------------- ------------------ Net Income $17,711 $18,044 ================= ================== Net Income Per Diluted Share $2.19 $2.18 ================= ================== Cash Dividends Paid Per Share $.56 $.48 ================= ================== Ameron International Corporation Condensed Consolidated Statements of Cash Flows Nine Months Ended August 31, (In thousands) (Unaudited) 2003 2002 -------------- --------------- Operating Activities Net Income $17,711 $18,044 Adjustments to Reconcile Net Income to Net Cash Provided by Operations 12,454 15,458 Changes in Operating Assets and Liabilities (649) 3,277 -------------- --------------- Net Cash Provided by Operations 29,516 36,779 Investing Activities Proceeds from Sale of Assets 3,292 370 Additions to Property, Plant and Equipment (12,892) (10,570) -------------- --------------- Net Cash Used in Investing Activities (9,600) (10,200) Financing Activities Short and Long-Term Borrowings, Net (7,417) (24,980) Debt Issuance Costs (1,659) - Dividends on Common Stock (4,464) (3,754) Issuance of Common Stock 3,737 1,279 Change in Treasury Stock 136 - -------------- --------------- Net Cash Used in Financing Activities (9,667) (27,455) Effect of Exchange Rate Changes on Cash and Cash Equivalents 445 (83) -------------- --------------- Net Change in Cash and Cash Equivalents $10,694 $(959) ============== =============== Ameron International Corporation Condensed Consolidated Balance Sheets (In thousands) August 31, November 30, 2003 2002 (Unaudited) -------------- -------------- ASSETS Current Assets Cash and Cash Equivalents $21,054 $10,360 Receivables, Net 146,332 131,283 Inventories 84,206 88,020 Other Current Assets 27,659 23,199 -------------- -------------- Total Current Assets 279,251 252,862 Investments and Advances in Joint Ventures 19,166 18,927 Property, Plant and Equipment, Net 147,398 145,242 Goodwill and Intangible Assets 13,119 13,013 Other Assets 38,046 32,898 -------------- -------------- Total Assets $496,980 $462,942 ============== ============== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $156 $1,009 Current Portion of Long-Term Debt 8,333 8,333 Trade Payables 42,211 46,295 Accrued Liabilities 54,177 45,994 Income Taxes Payable 4,855 2,026 -------------- -------------- Total Current Liabilities 109,732 103,657 Long-Term Debt, Less Current Portion 96,894 102,823 Other Long-Term Liabilities 52,848 44,636 -------------- -------------- Total Liabilities 259,474 251,116 Stockholders' Equity Common Stock 26,854 13,198 Additional Paid-In Capital 14,103 23,950 Unearned Restricted Stock (1,652) (2,164) Retained Earnings 283,696 270,449 Accumulated Other Comprehensive Loss (36,972) (44,948) Treasury Stock (48,523) (48,659) -------------- -------------- Total Stockholders' Equity 237,506 211,826 -------------- -------------- Total Liabilities and Stockholders' Equity $496,980 $462,942 ============== ============== CONTACT: Ameron International Corporation James S. Marlen / Gary Wagner, 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----