-----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, WoZHTV6IVfP6Ts3Nse7J0Hzb9F89PB74d3jtAlPYCoclw+dE3SyTymO6a0GoLKGU a6b0OpbeiELvBLB/kDZ+Iw== 0001157523-04-002610.txt : 20040324 0001157523-04-002610.hdr.sgml : 20040324 20040324131202 ACCESSION NUMBER: 0001157523-04-002610 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040324 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040324 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: 04686784 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 a4600994.txt AMERON INTERNATIONAL CORPORATION 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): 3-24-04 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 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 March 24, 2004, announcing its earnings for the First Quarter ended February 29, 2004. Item 12. Results of Operations and Financial Condition. The Registrant's earnings release dated March 24, 2004, regarding its First Quarter 2004 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: March 24, 2004 By: /s/ Javier Solis ---------------------------------- Javier Solis Senior Vice President & Secretary EX-99.1 3 a4600994ex99.txt PRESS RELEASE Exhibit 99.1 Ameron Reports First Quarter Results PASADENA, Calif.--(BUSINESS WIRE)--March 24, 2004--Ameron International Corporation (NYSE:AMN) today reported a loss of $.34 per diluted share on sales of $129.7 million for the first quarter ended February 29, 2004. Ameron earned $.27 per diluted share on sales of $130.6 million in the first quarter of 2003. The Fiberglass-Composite Pipe Group had higher profits in the first quarter, compared to the same period in 2003. All other consolidated groups had lower profits. Income from joint-venture companies improved in 2004, as TAMCO, Ameron's 50%-owned steel mill in California, benefited from rising prices for steel rebar. "While the first quarter is always Ameron's slowest, the first quarter of 2004 was especially difficult," commented James S. Marlen, Ameron's Chairman, President and Chief Executive Officer. "Ameron's first-quarter results were caused primarily by bad weather and the impact of labor strikes on two of Ameron's business segments." The Fiberglass-Composite Pipe Group had higher sales and higher segment income. The favorable momentum of last year continued into the first quarter of 2004, as the Group benefited from strong demand, lower costs and continued efficient plant utilization. Operations in the U.S. and Europe improved on demand for industrial and onshore oilfield piping, while Asian operations declined due to the timing of customer requirements. The outlook for the Fiberglass-Composite Pipe Group continues to be favorable and improving. The Water Transmission Group incurred a slight loss during the first quarter. The Group's operations were impacted by strikes at two plants in Southern California. The Company previously announced the strikes, which began in early February. An agreement was reached with workers at one plant, and negotiations continue at the second plant. The market for concrete and steel-pressure pipe in the western U.S. remains soft. Even though the business may be able to make up much of the revenue lost in the first quarter due to the strikes, full-year results may be below the unusually high levels of the last several years. Longer term, the outlook remains positive. The Performance Coatings & Finishes Group also had a loss in the first quarter on higher sales, compared to the first quarter of 2003. Sales increased due to the strength of foreign currencies relative to the U.S. dollar. Weather lowered sales in the U.S. Profits declined as the weak dollar lowered margins on sales by European operations into dollar-based markets in the Middle East, Eastern Europe and Russia, and manufacturing costs increased in the U.S. The outlook for the Performance Coatings & Finishes Group remains positive. The Infrastructure Products Group had lower sales and segment income in the first quarter due to an ongoing strike in Hawaii. Early in the quarter, unseasonably wet weather severely hampered Hawaiian operations; and, in early February, as previously reported, workers struck most of Ameron's aggregate and ready-mix concrete operations on Oahu. Negotiations with the union continue. Pole Products' sales and profits improved as housing construction remained robust throughout the U.S. James Marlen stated, "While several factors resulted in the first-quarter loss, business conditions are generally positive. The Fiberglass-Composite Pipe Group should continue to perform very well, offsetting the slowdown by the Water Transmission Group. The Performance Coatings & Finishes Group has identified numerous opportunities, and, as economic conditions improve, this Group should also improve. The Infrastructure Products Group continues to enjoy strong demand. Lastly, TAMCO should benefit from tight supplies of steel and significantly higher prices. All in all, we have a challenging year ahead, but we expect solid operational performance." 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 February 29 and 28, (In thousands, except per share data) (Unaudited) 2004 2003 --------- --------- Sales $ 129,668 $ 130,621 Cost of Sales (99,729) (97,956) --------- --------- Gross Profit 29,939 32,665 Selling, General and Administrative Expenses (33,316) (28,569) Royalties, Joint-Venture and Other Income 1,100 668 --------- --------- (Loss)/Income before Interest and Income Taxes (2,277) 4,764 Interest Expense, Net (1,771) (1,469) --------- --------- (Loss)/Income before Income Taxes (4,048) 3,295 Provision for Income Taxes 1,295 (1,120) --------- --------- Net (Loss)/Income $ (2,753) $ 2,175 ========= ========= Net (Loss)/Income Per Diluted Share $ (.34) $ .27 ========= ========= Cash Dividends Paid Per Share $ .20 $ .16 ========= ========= Ameron International Corporation Condensed Consolidated Statements of Cash Flows Three Months Ended February 29 and 28, (In thousands) (Unaudited) 2004 2003 ------- ------- Operating Activities Net (Loss)/Income $(2,753) $ 2,175 Adjustments to Reconcile Net (Loss)/Income to Net Cash Provided by Operations 5,520 5,069 Changes in Operating Assets and Liabilities 3,910 5,611 ------- ------- Net Cash Provided by Operations 6,677 12,855 Investing Activities Proceeds from Sale of Assets 119 228 Additions to Property, Plant and Equipment (3,034) (3,902) ------- ------- Net Cash Used in Investing Activities (2,915) (3,674) Financing Activities Short and Long-Term Borrowings, Net 2,216 (4,430) Debt Issuance Costs - (1,468) Dividends on Common Stock (1,643) (1,264) Issuance of Common Stock - 147 Change in Treasury Stock (251) 27 ------- ------- Net Cash Provided by/(Used in) Financing Activities 322 (6,988) Effect of Exchange Rate Changes on Cash and Cash Equivalents 397 350 ------- ------- Net Change in Cash and Cash Equivalents $ 4,481 $ 2,543 ======= ======= Ameron International Corporation Condensed Consolidated Balance Sheets (In thousands) February 29, November 30, 2004 2003 (Unaudited) ------------ ------------ ASSETS Current Assets Cash and Cash Equivalents $ 24,871 $ 20,390 Receivables, Net 140,931 155,629 Inventories 92,446 91,371 Other Current Assets 29,928 28,123 ----------- ----------- Total Current Assets 288,176 295,513 Investments in Joint Ventures Equity Method 13,371 13,064 Cost Method 5,479 5,479 Property, Plant and Equipment, Net 151,155 150,586 Goodwill and Intangible Assets 13,827 13,526 Other Assets 55,789 55,324 ----------- ----------- Total Assets $ 527,797 $ 533,492 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Short-Term Borrowings $ 175 $ - Current Portion of Long-Term Debt 8,333 8,333 Trade Payables 45,073 47,512 Accrued Liabilities 48,320 53,091 Income Taxes Payable 4,749 9,568 ----------- ----------- Total Current Liabilities 106,650 118,504 Long-Term Debt, Less Current Portion 88,272 86,044 Other Long-Term Liabilities 74,959 72,832 ----------- ----------- Total Liabilities 269,881 277,380 Stockholders' Equity Common Stock 27,186 27,186 Additional Paid-In Capital 17,085 16,443 Unearned Restricted Stock (1,310) (1,481) Retained Earnings 289,859 294,255 Accumulated Other Comprehensive Loss (26,130) (31,768) Treasury Stock (48,774) (48,523) ----------- ----------- Total Stockholders' Equity 257,916 256,112 ----------- ----------- Total Liabilities and Stockholders' Equity $ 527,797 $ 533,492 =========== =========== CONTACT: Ameron International Corporation James S. Marlen/Gary Wagner, 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----