-----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, Hvo5tBXNq5HS/uXiWBmi9Vk+XGb+IpA8HZU3GX1hAUt4IuI+kM0c+P8uFyl1oZYs pS/HzEJixuH4URN1X6u/OQ== 0001157523-04-008711.txt : 20040923 0001157523-04-008711.hdr.sgml : 20040923 20040923113607 ACCESSION NUMBER: 0001157523-04-008711 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040923 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20040923 DATE AS OF CHANGE: 20040923 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: 041042212 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 a4725929.txt AMERON INC. 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) 9-23-04 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 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION On September 23, 2004, Ameron International Corporation (the "Company") issued a press release regarding the Company's results of operations for the fiscal quarter ended August 31, 2004. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. The information in this report, including the exhibit attached hereto, is being furnished pursuant to Item 2.02 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, 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 23, 2004 By:/s/ Javier Solis ---------------------------------- Javier Solis Senior Vice President & Secretary EX-99.1 2 a4725929ex991.txt NEWSRELEASE Exhibit 99.1 Ameron Reports Third-Quarter Loss on Comparable Operating Performance PASADENA, Calif.--(BUSINESS WIRE)--Sept. 23, 2004--Ameron International Corporation (NYSE:AMN) reported a loss of $1.05 per diluted share on sales of $155.4 million in the third quarter ended August 29, 2004. Ameron earned $.94 per diluted share on sales of $155.2 million in the third quarter of 2003. As previously announced, two executive benefit plans were terminated in the third quarter of 2004, resulting in a nonrecurring $12.8 million pretax charge associated with the curtailment and settlement of the plans. The after-tax impact of the curtailment and settlement was $14.9 million due to restrictions on the deductibility of certain executive compensation. Additionally, 2003 third-quarter pretax results included a $2.5 million gain on the sale of Ameron's minority interest in a Mexican coatings venture. Excluding the benefit plans' termination costs in 2004 and the gain on the sale of the venture in 2003, Ameron would have earned $.72 per share in 2004 versus $.74 per share in 2003. "The third-quarter results were affected by the non-routine items outlined above, but we are pleased with the Company's core operations," commented James S. Marlen, Ameron's Chairman, President, and Chief Executive Officer. "Core operations were comparable in the third quarter of 2004 and 2003. While both the Water Transmission and Performance Coatings & Finishes Groups continued to be affected by weak market conditions, the Fiberglass-Composite Pipe and Infrastructure Products Groups performed well due to strong demand. Additionally, profits and cash flow were significantly enhanced by the success of TAMCO, Ameron's 50%-owned steel mini-mill." For the first nine months of 2004, Ameron lost $.56 per diluted share on sales of $435.6 million, compared to earning $2.19 per diluted share on sales of $433.6 million in the same period in 2003. In addition to the third-quarter performance highlighted above, the year-to-date results were impacted by labor disputes at three of Ameron's major operations in the first half of 2004. Excluding the benefit plan termination costs in 2004 and the gain on the sale of the coatings venture in 2003, in the first nine months, Ameron would have earned $1.22 per share in 2004 and $1.98 per share in 2003. The Fiberglass-Composite Pipe Group had flat sales and higher profits in the third quarter. An increase in sales from Asian operations to Far Eastern marine and offshore markets was offset by lower sales from U.S. operations. Demand in the U.S. for piping for offshore applications was lower, and sales of oilfield piping also declined. Segment profits increased due primarily to lower selling, general and administrative costs. Despite a slight falloff in certain markets, the overall demand for fiberglass piping remains robust. The outlook for the Fiberglass-Composite Pipe Group remains favorable. Progress is being made to construct a new state-of-the-art fiberglass production facility in Malaysia. The facility should begin production at the end of 2005. The Water Transmission Group's sales and profits declined in the third quarter of 2004, compared to the same period in 2003. Sales were lower as a result of the soft market conditions which persisted in the western U.S. throughout 2004. Profits declined primarily because of lower sales and increased competitive pressures. Based on the current backlog of orders, improvement is expected in the fourth quarter. However, full-year results are not expected to meet those of last year. Longer term, the outlook for the Water Transmission Group remains positive based on the needs for water piping in the western U.S. The Performance Coatings & Finishes Group had higher sales, but lower profits. The Performance Coatings & Finishes Group continued to suffer margin pressures and weak market conditions. Sales increased in Europe and Australasia, but sales declined in the U.S. Both U.S. and European operations continued to struggle against weak demand for high-performance coatings used in chemical and industrial markets. The U.S. offshore market also remained weak, while the marine market was solid. Improvement remains dependent on higher spending in U.S. and European industrial markets. The Infrastructure Products Group had higher sales and profits than in the third quarter of 2003. Sales and profits of both pole operations and Hawaiian quarry and ready-mix operations improved due to continued residential and commercial construction spending throughout the U.S. and Hawaii. Hawaiian operations returned to normal following settlement of the labor dispute in the first half of the year. The outlook for the Infrastructure Products Group remains positive. TAMCO, which manufactures steel reinforcing bar for the construction market in the western U.S., continued to benefit from local demand and higher prices caused by the strong worldwide demand for steel. TAMCO is forecasted to perform at record levels for the balance of 2004. Jim Marlen continued, "The Fiberglass-Composite Pipe Group and TAMCO are each operating at an outstanding pace, and the Infrastructure Products Group has recovered nicely from the Hawaiian labor disputes. We expect improvements from the Water Transmission Group in the fourth quarter. Our previous estimate of a solid second half from operations still holds." As previously announced, the Company terminated the two executive benefit programs in consideration of ongoing costs, anticipated legislative restrictions on such programs, and the Company's preference for executive benefit plans having more predictable costs. Ameron previously purchased life insurance policies to cover benefits under the plans. The cash surrender values of these policies totaled approximately $26.9 million as of August 29, 2004 and exceeded the amount required to make lump-sum payments to all plan participants. During the third quarter ended August 29, 2004, $24.7 million was paid to participants to settle most of the obligations of the Company under the plans. The settlement payments were made using existing cash balances, and the life insurance policies continued to be held by the Company for investment purposes and to reduce income taxes. Management anticipates that, going forward, a portion of the life insurance policies will be liquidated and a portion of the policies will continue to be held for general investment purposes. Termination and settlement of the plans is expected to reduce benefit expenses in future years, as well as reduce the approximately $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. Management measures the Company's financial performance based on operating results without the impact of non-routine items, and believes that non-GAAP earnings per share, excluding the non-routine items described above, provides a more meaningful comparison of year-over-year operating results. Non-GAAP earnings and earnings per share are calculated as follows: Three Months Ended Nine Months Ended --------------------- --------------------- August 29, August 31, August 29, August 31, 2004 2003 2004 2003 ---------- ---------- ---------- ---------- (In thousands, except share and per share data) Net (Loss) Income as Reported $(8,775) $7,711 $(4,655) $17,711 Plus: Pension Plan Curtailment/Settlement, Net of Taxes 14,926 - 14,926 - Less: Gain on Sale of Amercoat Mexicana, Net of Taxes - (1,675) - (1,675) ---------- ---------- ---------- ---------- Non-GAAP Net Income $6,151 $6,036 $10,271 $16,036 ========== ========== ========== ========== Weighted Average Shares (Diluted) 8,507,129 8,194,581 8,438,795 8,103,576 Non-GAAP Earnings Per Share (Diluted) $.72 $.74 $1.22 $1.98 ========== ========== ========== ========== 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 29, 2004 and August 31, 2003 (In thousands, except per share data) (Unaudited) 2004 2003 --------- --------- Sales $ 155,413 $ 155,174 Cost of Sales (117,168) (112,730) --------- --------- Gross Profit 38,245 42,444 Selling, General and Administrative Expenses ( 35,414) ( 32,078) Pension Plan Curtailment/Settlement ( 12,817) - Other Income 740 2,715 --------- --------- (Loss)/Income before Interest, Income Taxes and Equity in Earnings of Joint Venture ( 9,246) 13,081 Interest Expense, Net ( 1,193) ( 1,821) --------- --------- (Loss)/Income before Income Taxes and Equity in Earnings of Joint Venture ( 10,439) 11,260 Provision for Income Taxes ( 2,921) ( 3,779) --------- --------- (Loss)/Income before Equity in Earnings of Joint Venture ( 13,360) 7,481 Equity in Earnings of Joint Venture, Net of Taxes 4,585 230 --------- --------- Net (Loss)/Income $ ( 8,775) $ 7,711 ========= ========= Net (Loss)/Income Per Diluted Share $ (1.05) $ .94 ========= ========= Cash Dividends Paid Per Share $ .20 $ .20 ========= ========= Ameron International Corporation Condensed Consolidated Statements of Income Nine Months Ended August 29, 2004 and August 31, 2003 (In thousands, except per share data) (Unaudited) 2004 2003 --------- --------- Sales $ 435,597 $ 433,639 Cost of Sales (330,827) (318,213) --------- --------- Gross Profit 104,770 115,426 Selling, General and Administrative Expenses (100,360) ( 92,636) Pension Plan Curtailment/Settlement ( 12,817) - Other Income 2,794 8,680 --------- --------- (Loss)/Income before Interest, Income Taxes and Equity in Earnings of Joint Venture ( 5,613) 31,470 Interest Expense, Net ( 4,462) ( 5,124) --------- --------- (Loss)/Income before Income Taxes and Equity in Earnings of Joint Venture ( 10,075) 26,346 Provision for Income Taxes ( 3,041) ( 8,717) --------- --------- (Loss)/Income before Equity in Earnings of Joint Venture ( 13,116) 17,629 Equity in Earnings of Joint Venture, Net of Taxes 8,461 82 --------- --------- Net (Loss)/Income $ ( 4,655) $ 17,711 ========= ========= Net (Loss)/Income Per Diluted Share $ (.56) $ 2.19 ========= ========= Cash Dividends Paid Per Share $ .60 $ .56 ========= ========= Ameron International Corporation Condensed Consolidated Statements of Cash Flows Nine Months Ended August 29, 2004 and August 31, 2003 (In thousands) (Unaudited) 2004 2003 -------- -------- Operating Activities Net (Loss)/Income $ (4,655) $ 17,711 Adjustments to Reconcile Net (Loss)/Income to Net Cash Provided by Operations 15,162 12,454 Changes in Operating Assets and Liabilities 9,524 (649) -------- -------- Net Cash Provided by Operations 20,031 29,516 Investing Activities Proceeds from Sale of Assets 284 3,292 Additions to Property, Plant and Equipment (13,086) (12,892) -------- -------- Net Cash Used in Investing Activities (12,802) (9,600) Financing Activities Short and Long-Term Borrowings, Net 655 (7,417) Debt Issuance Costs (473) (1,659) Dividends on Common Stock (5,015) (4,464) Issuance of Common Stock 3,220 3,737 Change in Treasury Stock (251) 136 -------- -------- Net Cash Used in Financing Activities (1,864) (9,667) Effect of Exchange Rate Changes on Cash and Cash Equivalents 153 445 -------- -------- Net Change in Cash and Cash Equivalents $ 5,518 $ 10,694 ======== ======== Ameron International Corporation Condensed Consolidated Balance Sheets (In thousands) August 29, Nov. 30, 2004 2003 (Unaudited) -------- -------- ASSETS Current Assets Cash and Cash Equivalents $ 25,908 $ 20,390 Receivables, Net 141,431 155,629 Inventories 86,577 91,371 Other Current Assets 29,873 28,123 -------- -------- Total Current Assets 283,789 295,513 Investments in Joint Ventures Equity Method 13,688 13,064 Cost Method 5,479 5,479 Property, Plant and Equipment, Net 149,846 150,586 Goodwill and Intangible Assets 13,466 13,526 Other Assets 51,626 55,324 -------- -------- Total Assets $517,894 $533,492 ======== ======== LIABILITIES AND STOCKHOLDERS' EQUITY Current Liabilities Current Portion of Long-Term Debt $ 8,333 $ 8,333 Trade Payables 49,777 47,512 Accrued Liabilities 55,331 53,091 Income Taxes Payable 6,129 9,568 -------- -------- Total Current Liabilities 119,570 118,504 Long-Term Debt, Less Current Portion 86,679 86,044 Other Long-Term Liabilities 58,043 72,832 -------- -------- Total Liabilities 264,292 277,380 Stockholders' Equity Common Stock 27,742 27,186 Additional Paid-In Capital 21,437 16,443 Unearned Restricted Stock (2,632) (1,481) Retained Earnings 284,585 294,255 Accumulated Other Comprehensive Loss (28,756) (31,768) Treasury Stock (48,774) (48,523) -------- -------- Total Stockholders' Equity 253,602 256,112 -------- -------- Total Liabilities and Stockholders' Equity $517,894 $533,492 ======== ======== CONTACT: Ameron International Corporation James S. Marlen/Gary Wagner, 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----