-----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, GFuCDt1b9TdsRKBgDrL0czuxBAgBhoWGfkv4/eAs/IQxlMjNWTpOFNH4CTmKZ+o3 7pUpWhNnIfXjTUuZ34aocg== 0001157523-04-005932.txt : 20040628 0001157523-04-005932.hdr.sgml : 20040628 20040628124103 ACCESSION NUMBER: 0001157523-04-005932 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040625 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040628 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: 04883894 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 a4669680.txt AMERON INCORPORATED 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): 6-25-04 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 June 25, 2004, announcing its earnings for the Second Quarter ended May 31, 2004. Item 12. Results of Operations and Financial Condition. The Registrant's earnings release dated June 25, 2004 regarding its Second 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: June 25, 2004 By: /s/ Javier Solis ------------------------------------- Javier Solis Senior Vice President & Secretary EX-99.1 2 a4669680ex991.txt NEWS RELEASE Exhibit 99.1 Ameron's Second Quarter Impacted by Labor Disputes PASADENA, Calif.--(BUSINESS WIRE)--June 25, 2004--Ameron International Corporation (NYSE:AMN) today reported results for the second quarter. The Company earned $.82 per diluted share on sales of $150.5 million for the second quarter ended May 31, 2004. Ameron earned $.97 per diluted share on sales of $147.8 million in the second quarter of 2003. "The second quarter continued to be impacted by strikes at two of Ameron's four Groups. We believe that second-quarter results would have been comparable to last year if the strikes had not occurred. We are pleased that new, long-term labor agreements have been negotiated on terms that will permit Ameron to remain competitive in its markets," commented James Marlen, Ameron's Chairman, President and Chief Executive Officer. "Although the Water Transmission and Performance Coatings & Finishes Groups were affected by weak markets, Ameron continued to benefit from the strength of consolidated Fiberglass-Composite Pipe operations and TAMCO, Ameron's 50%-owned steel mini-mill." For the first six months, Ameron earned $.49 per diluted share on sales of $280.2 million in 2004, compared to $1.24 per diluted share on sales of $278.5 million in 2003. The first-quarter loss was largely caused by bad weather and the labor disputes. The Fiberglass-Composite Pipe Group had higher sales and lower segment income in the second quarter. In spite of an improvement by wholly-owned, consolidated operations which benefited from the resurgent strength in Asia and a marked improvement in Europe, profits declined because of the timing of dividends from Ameron's Saudi Arabian fiberglass-pipe joint venture. Demand for fiberglass piping remains robust, driven by higher oil prices. Additionally, the escalating cost of competing products, especially steel piping, is enhancing the competitiveness of fiberglass piping. The outlook for the Fiberglass-Composite Pipe Group remains favorable. As previously announced, Ameron is proceeding to build a state-of-the-art facility to manufacture fiberglass pipe in Malaysia. The facility is expected to be operational in late 2005. The Water Transmission Group had flat sales but lower segment income due partly to the lingering impact of the strikes, partly to the mix of projects and soft market conditions and also to the timing of dividends from Ameron's Saudi Arabian concrete-pipe joint venture. Workers at two of the Group's plants struck in early February. Agreement was reached at one of the plants in the first quarter, at the end of February, and at the second plant in the second quarter, at the end of March. As previously announced, the market for concrete and steel pressure pipe remains soft in the western U.S. due to a cyclical lull in infrastructure spending and government budgetary constraints. The needs for fresh and waste water infrastructure remain high in the western U.S. The longer-term outlook remains positive. The Performance Coatings & Finishes Group continued to suffer from margin pressures and weak market conditions. Sales increased in the second quarter, but segment income declined. Sales increased as changing foreign exchange rates benefited Ameron's foreign operations. Profits declined in the U.S. and Europe, but profits increased in Australasia based on the strength of Ameron's New Zealand operations. Profits declined as the weak dollar continued to impact margins on sales by European operations into dollar-based markets in the Middle East, Eastern Europe and Russia; and costs increased in the U.S. The anticipated improvement in industrial markets in the U.S. and Europe has not occurred due to an apparent reluctance to increase spending on industrial infrastructure in North America and Europe. The offshore market in the U.S. is also weak, while the marine market remains solid. The near-term outlook for the Performance Coatings & Finishes Group remains dependent on a resurgence of spending in U.S. and European industrial markets. The Infrastructure Products Group had lower sales and lower profits in the second quarter, compared to the same period in 2003. The decline was caused by the strike in Hawaii. A labor dispute at the Company's principal aggregates and ready-mix concrete operations on Oahu in Hawaii began in February and ended in early April. Construction spending in Hawaii was deferred due to the labor disputes, and demand remains strong. Pole Products' sales, while slightly lower in the second quarter, remained strong as a result of the level of housing construction throughout the U.S. The outlook for the Infrastructure Products Group remains positive. The bulk of the second-quarter and year-to-date income from joint ventures came from TAMCO. In spite of TAMCO's significant improvement, total income from joint ventures was down due to the timing of dividends from Ameron's fiberglass-pipe and concrete-pipe ventures in Saudi Arabia. Unlike in the second quarter of 2003, neither paid a dividend in 2004. The Saudi Arabian fiberglass-pipe venture is benefiting from a strong demand for fiberglass pipe. The concrete-pipe venture is experiencing a cyclical lull in projects in Saudi Arabia. TAMCO, which is accounted for under the equity method, manufactures rebar for the construction industry. TAMCO had a much improved second quarter as the worldwide demand for steel products increased dramatically, and TAMCO is forecasted to perform at record levels for the balance of 2004. In June 2004, the Company's Board of Directors resolved to terminate two executive benefit programs in consideration of ongoing costs, anticipated legislative restrictions on such programs, and a preference for executive benefit plans having more predictable costs. Ameron expects to incur a one-time pretax expense of approximately $12.9 million (or $15.0 million, after tax, due to restrictions on the deductibility of certain executive compensation) in the third quarter, if, in connection with the termination, all plan participants elect lump-sum payouts of their accrued benefits. No adverse effect on liquidity or day-to-day operations is expected. Ameron previously purchased life insurance policies to cover benefits under the plans. The cash surrender values of these policies exceed the amount of lump-sum payments (totaling approximately $25.4 million) that would be required if elected by all plan participants. Termination and settlement of the plans will reduce benefit expenses in future years, as well as reduce the $2.7 million benefit expense forecasted for fiscal 2004 by approximately $1.3 million. Ameron charged $2.1 million under the plans in fiscal 2003. Jim Marlen continued, "Terminating the benefit plans should be beneficial for Ameron in the future. Operationally, soft market conditions are impacting the Water Transmission and Performance Coatings & Finishes Groups, but the Fiberglass-Composite Pipe Group and TAMCO should have outstanding years. Operations in Hawaii are recovering nicely, and pole sales continue at a strong pace. The strikes are finally behind us, and we expect a solid operating performance in the second half of the year." 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 May 31, (In thousands, except per share data) (Unaudited) 2004 2003 Sales $ 150,516 $ 147,844 Cost of Sales (113,930) (107,527) Gross Profit 36,586 40,317 Selling, General and Administrative Expenses ( 31,630) ( 31,989) Other Income 1,488 5,077 Income before Interest and Income Taxes 6,444 13,405 Interest Expense, Net ( 1,498) ( 1,834) Income before Income Taxes 4,946 11,571 Provision for Income Taxes ( 1,464) ( 3,800) Income before Equity in Earnings of Joint Venture 3,482 7,771 Equity in Earnings of Joint Venture, Net of Taxes 3,391 54 Net Income $ 6,873 $ 7,825 Net Income Per Diluted Share $ .82 $ .97 Cash Dividends Paid Per Share $ .20 $ .20 Ameron International Corporation Condensed Consolidated Statements of Income Six Months Ended May 31, (In thousands, except per share data) (Unaudited) 2004 2003 Sales $ 280,184 $ 278,465 Cost of Sales (213,659) (205,483) Gross Profit 66,525 72,982 Selling, General and Administrative Expenses ( 64,946) ( 60,558) Other Income 2,054 5,965 Income before Interest and Income Taxes 3,633 18,389 Interest Expense, Net ( 3,269) ( 3,303) Income before Income Taxes 364 15,086 Provision for Income Taxes ( 120) ( 4,938) Income before Equity in Earnings of Joint Venture 244 10,148 Equity in Earnings of Joint Venture, Net of Taxes 3,876 ( 148) Net Income $ 4,120 $ 10,000 Net Income Per Diluted Share $ .49 $ 1.24 Cash Dividends Paid Per Share $ .40 $ .36 Ameron International Corporation Condensed Consolidated Statements of Cash Flows Six Months Ended May 31, (In thousands) (Unaudited) 2004 2003 Operating Activities Net Income $ 4,120 $10,000 Adjustments to Reconcile Net Income to Net Cash Provided by Operations 9,442 10,596 Changes in Operating Assets and Liabilities 7,003 2,172 Net Cash Provided by Operations 20,565 22,768 Investing Activities Proceeds from Sale of Assets 218 382 Additions to Property, Plant and Equipment (7,793) (8,755) Net Cash Used in Investing Activities (7,575) (8,373) Financing Activities Short and Long-Term Borrowings, Net (285) (5,201) Debt Issuance Costs - (1,520) Dividends on Common Stock (3,329) (2,848) Issuance of Common Stock 3,199 409 Change in Treasury Stock (251) 136 Net Cash Used in Financing Activities (666) (9,024) Effect of Exchange Rate Changes on Cash and Cash Equivalents 84 640 Net Change in Cash and Cash Equivalents $12,408 $ 6,011 Ameron International Corporation Condensed Consolidated Balance Sheets (In thousands) May 31, November 30, 2004 2003 (Unaudited) ASSETS Current Assets Cash and Cash Equivalents $ 32,798 $ 20,390 Receivables, Net 149,535 155,629 Inventories 89,830 91,371 Other Current Assets 29,015 28,123 Total Current Assets 301,178 295,513 Investments in Joint Ventures Equity Method 14,063 13,064 Cost Method 5,479 5,479 Property, Plant and Equipment, Net 149,662 150,586 Goodwill and Intangible Assets 13,583 13,526 Other Assets 56,173 55,324 Total Assets $540,138 $533,492 LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current Portion of Long-Term Debt $ 8,333 $ 8,333 Trade Payables 51,543 47,512 Accrued Liabilities 51,362 53,091 Income Taxes Payable 4,097 9,568 Total Current Liabilities 115,335 118,504 Long-Term Debt, Less Current Portion 85,819 86,044 Other Long-Term Liabilities 76,053 72,832 Total Liabilities 277,207 277,380 Stockholders' Equity Common Stock 27,740 27,186 Additional Paid-In Capital 20,941 16,443 Unearned Restricted Stock (2,963) (1,481) Retained Earnings 295,046 294,255 Accumulated Other Comprehensive Loss (29,059) (31,768) Treasury Stock (48,774) (48,523) Total Stockholders' Equity 262,931 256,112 Total Liabilities and Stockholders' Equity $540,138 $533,492 CONTACT: Ameron International Corporation James S. Marlen/Gary Wagner, 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----