-----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, QmFU0xNEazgawIK8iDF2z0RmzJ8OOmeJWDirlep4AmkPeA5siuBpUdbfMVSTLuCX 4xXNQf7IMFzg640hMAMT6Q== 0001157523-07-006266.txt : 20070621 0001157523-07-006266.hdr.sgml : 20070621 20070621120444 ACCESSION NUMBER: 0001157523-07-006266 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070621 ITEM INFORMATION: Results of Operations and Financial Condition FILED AS OF DATE: 20070621 DATE AS OF CHANGE: 20070621 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: 07933038 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 a5431480.txt AMERON INTERNATIONAL CORPORATION 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): 6-21-07 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 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following: / / Written communications pursuant to Rule 425 under the Securities Act (17 CFG 230.425) / / Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) / / Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFT240.14d-2(b)) / / Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c)) Item 2.02 Results of Operations and Financial Condition On June 21, 2007, the Company issued a press release regarding the Company's results of operations for the second quarter ended May 27, 2007. 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 that refer to the exhibit attached hereto, that refer to the estimated or anticipated future results of the Registrant are forwarded-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 21, 2007 By: /s/ Javier Solis ---------------- Javier Solis Senior Vice President & Secretary EX-99.1 2 a5431480ex991.txt EXHIBIT 99.1 Exhibit 99.1 Ameron Reports Stronger Second-Quarter Operating Performance PASADENA, Calif.--(BUSINESS WIRE)--June 21, 2007--Ameron International Corporation (NYSE:AMN) reported earnings of $15.8 million, or $1.74 per diluted share, in the second quarter ended May 27, 2007. In the second quarter of 2006, net income totaled $18.7 million, or $2.11 per diluted share, and included a nonrecurring, pretax gain on the sale of property of $9.0 million. Excluding property sales, second-quarter results were higher in 2007 than in 2006 as a result of the improved operating performance of continuing operations. Earnings per diluted share from continuing operations, which excludes the Performance Coatings & Finishes business that was divested in 2006, were $1.63 in the second quarter of 2007, compared to $1.94 per share, including the gain on the property sale, in the second quarter of 2006. Income from discontinued operations, after taxes, was $.11 per diluted share in the second quarter of 2007, compared to $.17 per diluted share in the second quarter of 2006. Sales totaled $156.8 million in the second quarter of 2007, compared to $132.7 million in the second quarter of 2006. For the six months ended May 27, 2007, earnings per diluted share totaled $2.68, compared to earnings per diluted share of $2.53 for the six months ended June 4, 2006. Earnings per diluted share from continuing operations were $2.55 for the six months ended May 27, 2007, compared to earnings per diluted share of $2.38, including the pretax property sale gain of $9.0 million, for the six months ended June 4, 2006. Income from discontinued operations, after taxes, totaled $.13 per diluted share for the six months ended May 27, 2007, compared to $.15 per diluted share for the six months ended June 4, 2006. Sales for the six months ended May 27, 2007 totaled $277.1 million, compared to $258.6 million for the six months ended June 4, 2006. The Fiberglass-Composite Pipe and Infrastructure Products Groups, as well as TAMCO, Ameron's 50%-owned steel mini-mill, had improved operating results in the second quarter of 2007. The Water Transmission Group had higher sales, but income was lower in the second quarter of 2007, compared to the second quarter of 2006, due primarily to start-up costs associated with the wind-tower production and delayed water pipe orders. "The performance of our continuing operations increased substantially in the quarter and the first half," stated James S. Marlen, Ameron's Chairman, President and Chief Executive Officer. "The Company's strong performance trend continues, and, given the generally favorable market conditions and the anticipated improvement in the Water Transmission Group, we should achieve solid results in the second half of 2007." The Fiberglass-Composite Pipe Group had higher sales and segment income in the second quarter of 2007, compared to the second quarter of 2006. Sales improved 32%, as all operations worldwide experienced increased demand due to the continued strength in core markets, primarily the marine, offshore, chemical and industrial segments. Onshore oilfield piping demand remained steady at historically high levels. The increase in segment income totaled $6.6 million, or 66%, reflecting the higher sales volume, plant efficiencies and favorable product/market mix. The outlook for the Fiberglass-Composite Pipe Group remains positive. The Infrastructure Products Group had higher sales and segment income in the second quarter of 2007, compared to the second quarter of last year. Both the Hawaiian and the Pole Products Divisions had improved performances. Sales increased $4.8 million, or nearly 10%, while segment income improved $2.5 million, or 33%. The Hawaiian Division achieved higher sales on both Oahu and Maui and across all construction sectors, with the exception of residential. Pole Products' sales improved slightly in both the steel pole market and the decorative concrete lighting pole market. Orders for residential lighting products in the key Southern California and southeastern U.S. markets moderated during the second quarter. The overall construction markets served by the Hawaiian and Pole Products Divisions are stable, although the residential construction markets have slowed. The outlook for the Infrastructure Products Group remains steady. The Water Transmission Group had higher sales of $5.4 million in the second quarter of 2007, compared to the second quarter of last year. The sales increase was driven by Ameron's entry into the market for large-diameter wind towers, offset somewhat by lower sales of water transmission pipe and protective linings. Segment income was lower than in the second quarter of last year. The continued softness of the water infrastructure market in the West and delays of ongoing projects were the primary reasons for the lower water transmission pipe sales. While the anticipated recovery of the water transmission pipe market has started, the recovery is slower than anticipated. Overall, the outlook for the Water Transmission Group is for a continued robust wind-tower market, with the water pipe markets improving steadily. TAMCO had continued earnings growth, while sales were slightly less in the second quarter of 2007, compared to the second quarter of 2006. Ameron's share of TAMCO's net income totaled $4.2 million after taxes, compared to $3.8 million in the second quarter of 2006. For the six months ended May 27, 2007, TAMCO's sales increased 19%, while Ameron's share of TAMCO's net income increased from $4.6 million to $9.3 million, net of taxes. The demand for steel rebar in the western U.S. region remains strong due to a high level of commercial and highway construction. Market dynamics remain positive, and metal spreads reflect the strong business conditions. The outlook for TAMCO remains favorable. James Marlen concluded, "On balance, business and market conditions remain favorable worldwide, and we anticipate that our businesses will continue to deliver strong results in 2007." 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 and fabricated steel products, such as wind towers; 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 and Asia. It also participates in several joint-venture companies in the U.S. and the Middle East. 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 forecasted, 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 AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED) Three Months Ended Six Months Ended --------------------- --------------------- May 27, June 4, May 27, June 4, (Dollars in thousands, except per share data) 2007 2006 2007 2006 - -------------------------- ---------- ---------- ---------- ---------- Sales $156,756 $132,657 $277,111 $258,629 Cost of sales (115,994) (97,886) (211,029) (195,276) ---------- ---------- ---------- ---------- Gross profit 40,762 34,771 66,082 63,353 Selling, general and administrative expenses (25,959) (23,545) (47,459) (46,509) Other income, net 937 9,352 1,955 9,364 ---------- ---------- ---------- ---------- Income from continuing operations before interest, income taxes and equity in earnings of joint venture 15,740 20,578 20,578 26,208 Interest (expense)/income, net (18) (969) 348 (1,919) ---------- ---------- ---------- ---------- Income from continuing operations before income taxes and equity in earnings of joint venture 15,722 19,609 20,926 24,289 Provision for income taxes (5,137) (6,227) (7,057) (7,912) ---------- ---------- ---------- ---------- Income from continuing operations before equity in earnings of joint venture 10,585 13,382 13,869 16,377 Equity in earnings of joint venture, net of taxes 4,228 3,803 9,256 4,583 ---------- ---------- ---------- ---------- Income from continuing operations 14,813 17,185 23,125 20,960 Income from discontinued operations, net of taxes 990 1,517 1,146 1,353 ---------- ---------- ---------- ---------- Net income $15,803 $18,702 $24,271 $22,313 ========== ========== ========== ========== Basic earnings per share: Income from continuing operations $1.64 $1.98 $2.57 $2.43 Income from discontinued operations, net of taxes .11 .18 .13 .15 ---------- ---------- ---------- ---------- Net income $1.75 $2.16 $2.70 $2.58 ========== ========== ========== ========== Diluted earnings per share: Income from continuing operations $1.63 $1.94 $2.55 $2.38 Income from discontinued operations, net of taxes .11 .17 .13 .15 ---------- ---------- ---------- ---------- Net income $1.74 $2.11 $2.68 $2.53 ========== ========== ========== ========== Weighted-average shares (basic) 9,024,190 8,669,661 9,009,133 8,641,965 ========== ========== ========== ========== Weighted-average shares (diluted) 9,065,681 8,843,359 9,058,103 8,814,700 ========== ========== ========== ========== Cash dividends per share $.20 $.20 $.40 $.40 ========== ========== ========== ========== CONTACT: Ameron International Corporation James S. Marlen Chairman, President and Chief Executive Officer Gary Wagner Executive Vice President, Chief Operating Officer James R. McLaughlin Senior Vice President, Chief Financial Officer 626-683-4000 -----END PRIVACY-ENHANCED MESSAGE-----