-----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, MY6KFue3JI/qTJLNfNfKZSiUNJItkmEU2CfZuY05mBRBE9RNohjQJ6Ym8agtm70R bB5f788RY9wp/wOCcx8j1A== 0000891092-04-000163.txt : 20040120 0000891092-04-000163.hdr.sgml : 20040119 20040120081207 ACCESSION NUMBER: 0000891092-04-000163 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040120 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20040120 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14447 FILM NUMBER: 04530899 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 8-K 1 e16629_8k.txt FORM 8-K ================================================================================ UNITED STATES 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): Jan. 20, 2004 ---------- AMCOL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-15661 36-0724340 State of Other Commission File Number I.R.S. Employer Jurisdiction of Identification Number Incorporation One North Arlington, 1500 West Shure Drive, Suite 500 Arlington Heights, IL 60004-7803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 394-8730 Not Applicable (Former name or former address, if changed since last report) ================================================================================ ITEM 7. Financial Statements and Exhibits (c) The following exhibit is furnished with this document: Number Exhibit ------ ------- 99.1 Press Release titled "AMCOL International Reports 25 Percent Increase in Fourth Quarter Diluted Earnings Per Share Over 2002" dated Jan. 20, 2004. ITEM 9. Regulation FD Disclosure The information in this item is being furnished to, but not filed with, the Securities and Exchange Commission solely under Item 12 of Form 8-K, "Results of Operations and Financial Condition," pursuant to interim procedures promulgated by the Securities and Exchange Commission in Release 33-8216 issued March 27, 2003. On Jan. 20, 2004, the registrant issued a press release to report results for its fourth quarter and year-end ended Dec. 31, 2003. That press release, dated Jan. 20, 2004 and titled "AMCOL International Reports 25 Percent Increase in Fourth Quarter Diluted Earnings Per Share Over 2002" is attached hereto as Exhibit 99.1. SIGNATURE 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 hereunto duly authorized. AMCOL INTERNATIONAL CORPORATION Date: Jan. 20, 2004 By: /s/ Lawrence E. Washow ------------------------------------ Lawrence E. Washow President and Chief Executive Officer EX-99.1 3 e16629ex99_1.txt PRESS RELEASE Exhibit 99.1 AMCOL International (NYSE: ACO) Reports 25 Percent Increase In Fourth Quarter Diluted Earnings Per Share Over 2002 ARLINGTON HEIGHTS, Ill., Jan. 20 /PRNewswire-FirstCall/ -- AMCOL International Corp. (NYSE: ACO) today reported its unaudited results for the fourth quarter and year ended December 31, 2003. Net income was $4.6 million, or $ 0.15 per diluted share, for the fourth quarter of 2003 compared with $3.5 million, or $0.12 per diluted share, in the prior year period, on 3 percent more weighted average common and common equivalent shares outstanding. This release should be read in conjunction with the attached unaudited condensed consolidated financial statements. Net sales in the fourth quarter of 2003 were $91.8 million compared to $77.8 million for the same period in 2002. Operating profit was $6.4 million compared to $5.3 million in fourth quarters of 2003 and 2002, respectively. "Our success in both the fourth quarter and full year 2003 reflect excellent performance in all of our operating businesses. The minerals segment had a great year both on the domestic front and overseas," said Larry Washow, AMCOL president and chief executive officer. "Our environmental segment registered record profitability and growth for the year, experiencing the usual fourth quarter challenges." Net income for 2003 was $19.9 million, or $0.67 per diluted share, compared with $13.0 million, or $0.43 per diluted share, for the prior year. Weighted average common and common equivalent shares decreased by 1 percent from 2002. Net sales were $364.0 million for the year ended December 31, 2003, compared to $298.9 million in the prior year. Operating profit was $28.9 million in 2003 compared with $19.7 million in 2002. Washow added, "AMCOL is making progress in a number of areas. Besides strong earnings and cash flow in 2003, we improved our debt position, raised the quarterly dividend, successfully integrated two small environmental acquisitions and have delivered a significant improvement in our global operations." In December 2003 and January 2004, AMCOL International made two acquisitions. The first is a business line and production facility which will provide AMCOL Health & Beauty Solutions manufacturing capability for a wide array of products used in the personal care and cosmetic industries. Washow noted, "While we are pleased with our operating results, the Company must continue to make the strategic investments which will result in future profitable growth. This acquisition further demonstrates our commitment to being the leading supplier of polymeric delivery systems to the personal care industry." The second acquisition is a leading well-testing services company that will complement the environmental segment's current offshore and pipeline services. Washow commented, "The Environmental Offshore Group continues to operate in a very competitive environment. The benefit of the additional services that this acquisition brings allows us a broader customer base for both the new and existing businesses." Washow noted that the nanocomposite segment's alliances with Mitsubishi Gas Chemical and PolyOne continue to move forward. "As the commercial development continues in 2004 we should see the benefit of stronger demand for products incorporating our Nanomer(R)." SEGMENT DISCUSSIONS Minerals The minerals segment, which accounted for approximately 59 percent of consolidated net sales for 2003, reported a sales increase of 26 percent, and a 48 percent increase in operating profit. Fourth quarter sales and operating profits for the minerals segment were up 24 percent and 32 percent, respectively. Washow said, "While there were many highlights during the year, the strength of our U.S. metalcasting sales and improvement in our international performance really stand out. Our customers continue to rely on the high value of our products and technical expertise-meeting our objective of providing value beyond just price. This year, we have also seen the benefits from resolving the operational issues that hurt our pet products performance in 2002." Washow continued, "The success achieved by Colin Stewart Minchem was also evident in this year's mineral sales. This group has expanded their product offering to the broader European market and has witnessed significant growth across a range of products." Environmental The Company's environmental segment, which accounted for approximately 34 percent of AMCOL's consolidated net sales for 2003, registered an operating profit of $17.9 million compared with an operating profit of $14.4 million in 2002, on a sales increase of 17 percent. Washow said, "This year was highlighted by the excellent performance of the environmental segment. Our Lining Technologies Group sales rose to record levels, boosted by the expansion of our product line. We are continuing to benefit from the investments that we have been making worldwide. With our new lining facility coming online in China, we are well positioned for the future growth ahead." Transportation AMCOL's transportation operations, which accounted for approximately 10 percent of the Company's consolidated net sales, including inter-segment shipping revenue, reported a 16 percent increase in sales for the year compared to 2002. Operating profit for 2003 was up 60 percent over the prior year. Washow said, "Expanding business with outside customers and strong sales from our lining technology and pet products groups contributed to the significant rebound in our transportation segment. Although fuel and insurance costs remained high, they were steady throughout the year and improved equipment utilization and productivity contributed to this segment's margin improvements." FINANCIAL OVERVIEW Total long-term and short-term debt amounted to $9.0 million at December 31, 2003, compared to $18.2 million at December 31, 2002. Debt was 4.9 percent of total capitalization as of December 31, 2003, compared with 10.7 percent as of December 31, 2002. Cash and cash equivalents were $13.5 million at the end of 2003 compared with $15.6 million in 2002. For the year 2003, general, selling and administrative expenses were 16.7 percent of net sales compared with 17.5 percent in 2002. Net interest expense for 2003 was $0.3 million compared to $0.5 million in the previous year. Shares outstanding at December 31, 2003, were approximately 29.1 million compared to approximately 27.9 million at December 31, 2002. Weighted average common and common equivalent shares outstanding decreased by 1 percent for the full year and increased by 3 percent for the fourth quarter of 2003. For the year, the Company repurchased approximately 267 thousand shares of its common stock at an aggregate cost of $1.6 million, or an average price of $5.99 per share. Approximately $3.7 million remains available in the stock repurchase program approved by the Board of Directors in May 2002. AMCOL's financial condition at December 31, 2003, included working capital of approximately $78.0 million and a current ratio of 2.51-to-1. Working capital was $58.5 million and the current ratio was 2.11-to-1 at December 31, 2002. This release contains certain forward-looking statements regarding AMCOL's expected performance for future periods and actual results for such periods might materially differ. Such forward-looking statements are subject to uncertainties, which include, but are not limited to, actual growth in AMCOL's various markets, utilization of AMCOL's plants, currency exchange rates, currency devaluation, delays in development, production and marketing of new products, integration of acquired businesses, and other factors detailed from time to time in AMCOL's annual report and other reports filed with the Securities and Exchange Commission. AMCOL International Corp., headquartered in Arlington Heights, Ill., produces and markets a wide range of specialty mineral products used for industrial, environmental and consumer-related applications. AMCOL is the parent of American Colloid Co., CETCO (Colloid Environmental Technologies Co.), Volclay International, Nanocor and the transportation operations, Ameri- Co Carriers, Inc. and Ameri-Co Logistics, Inc. AMCOL's common stock is traded on the New York Stock Exchange under the symbol ACO. AMCOL's web address is www.amcol.com . AMCOL's fourth quarter conference call will be available live on Jan. 20, 2004 at 11 a.m. EST on the AMCOL website. Financial tables follow. AMCOL INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (In Thousands, except number of shares) Twelve months ended Three months ended December 31, December 31, 2003 2002 2003 2002 Net sales $363,966 $298,873 $91,780 $77,801 Cost of sales 274,415 227,005 69,414 59,168 Gross profit 89,551 71,868 22,366 18,633 General, selling and administrative expenses 60,614 52,210 15,968 13,352 Operating profit 28,937 19,658 6,398 5,281 Other income (expense): Interest expense, net (280) (512) 13 (102) Other income, net 604 43 333 135 324 (469) 346 33 Income before income taxes and equity in income of joint ventures 29,261 19,189 6,744 5,314 Income taxes 9,946 6,916 2,290 1,919 Income before equity in income of joint ventures 19,315 12,273 4,454 3,395 Income from minority interest and joint ventures 600 695 190 121 Net income $19,915 $12,968 $4,644 $3,516 Weighted average common shares outstanding 28,357,009 28,133,795 28,893,630 27,845,702 Weighted average common and common equivalent shares outstanding 29,849,578 30,148,520 30,707,027 29,761,348 Basic earnings per share $0.70 $0.46 $0.16 $0.13 Diluted earnings per share $0.67 $0.43 $0.15 $0.12 Dividends declared per share $0.160 $0.095 $0.050 $0.030 AMCOL INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (unaudited) (In Thousands, except number of shares) December 31, December 31, 2003 2002 ASSETS Cash $13,525 $15,597 Accounts receivable, net 60,671 48,870 Inventories 46,182 38,854 Income tax receivable - 717 Other current assets 9,147 7,095 Total current assets 129,525 111,133 Property, plant, equipment and reserves, net 86,997 81,847 Investments in and advances to joint ventures 13,068 12,419 Intangible assets 6,978 5,202 Other long-term assets 13,439 11,227 $250,007 $221,828 LIABILITIES AND STOCKHOLDERS' EQUITY Notes payable and current maturities of long-term debt $843 $12,600 Accounts payable 20,367 17,918 Accrued liabilities 30,321 22,121 Total current liabilities 51,531 52,639 Long-term debt 9,006 5,573 Minority interest in subsidiaries 116 615 Other long-term obligations 13,815 11,618 13,931 12,233 Stockholders' equity 175,539 151,383 $250,007 $221,828 Common shares outstanding at the end of the period 29,107,746 27,881,903 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) (In thousands) Twelve Months Ended December 31, 2003 2002 Cash flows from operating activities: Net income $19,915 $12,968 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 18,160 20,009 Decrease (increase) in current assets (20,671) 919 Increase in noncurrent assets (3,467) (1,229) Increase in current liabilities 10,484 3,246 Increase (decrease) in noncurrent liabilities 937 866 Other (360) (98) Net cash provided by operating activities 24,998 36,681 Cash flows from investing activities: Acquisition of land, mineral reserves, depreciable and intangible assets (15,795) (16,223) Acquisitions (7,144) (16,982) Other 1,401 1,665 Net cash used in investing activities (21,538) (31,540) Cash flows from financing activities: Net change in outstanding debt (8,324) 4,928 Dividends paid (4,560) (2,663) Proceeds from exercise of stock options 5,287 2,592 Purchases of treasury stock (1,593) (6,934) Net cash used in financing activities (9,190) (2,077) Effect of foreign currency rate changes on cash 3,658 2,213 Net increase (decrease) in cash and cash equivalents (2,072) 5,277 Cash and cash equivalents at beginning of period 15,597 10,320 Cash and cash equivalents at end of period $13,525 $15,597 AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES SEGMENT RESULTS (Unaudited) (Dollars in thousands) MINERALS Quarter ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Product sales $52,558 $41,765 Shipping revenue 4,558 4,448 Net sales 57,116 100.0% 46,213 100.0% 10,903 23.6% Cost of sales- product 41,277 32,601 Cost of sales- shipping 4,558 4,448 Cost of sales 45,835 80.2% 37,049 80.2% Gross profit 11,281 19.8% 9,164 19.8% 2,117 23.1% General, selling and administrative exp. 4,712 8.2% 4,201 9.1% 511 12.2% Operating profit 6,569 11.5% 4,963 10.7% 1,606 32.4% ENVIRONMENTAL Quarter ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Product sales $26,566 $24,212 Shipping revenue 2,174 1,979 Net sales 28,740 100.0% 26,191 100.0% 2,549 9.7% Cost of sales- product 16,395 15,628 Cost of sales- shipping 2,174 1,979 Cost of sales 18,569 64.6% 17,607 67.2% Gross profit 10,171 35.4% 8,584 32.8% 1,587 18.5% General, selling and administrative exp. 7,191 25.0% 5,682 21.7% 1,509 26.6% Operating profit 2,980 10.4% 2,902 11.1% 78 2.7% TRANSPORTATION Quarter ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Net sales $8,995 100.0% $8,456 100.0% 539 6.4% Cost of sales 8,081 89.8% 7,571 89.5% Gross profit 914 10.2% 885 10.5% 29 3.3% General, selling and administrative exp. 619 6.9% 615 7.3% 4 0.7% Operating profit $295 3.3% $270 3.3% 25 9.3% CORPORATE Quarter ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Intersegment shipping revenues $(3,071) $(3,059) Intersegment shipping costs (3,071) (3,059) Gross profit - - General, selling and administrative exp. 2,555 1,766 789 44.7% Nanocomposites 891 1,088 (197) -18.1% Operating loss $(3,446) $(2,854) (592) -20.7% AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES SEGMENT RESULTS (Unaudited) (Dollars in thousands) MINERALS Twelve months ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Product sales $197,282 $156,174 Shipping revenue 18,764 15,369 Net sales 216,046 100.0% 171,543 100.0% 44,503 25.9% Cost of sales- product 155,284 124,267 Cost of sales- shipping 18,764 15,369 Cost of sales 174,048 80.6% 139,636 81.4% Gross profit 41,998 19.4% 31,907 18.6% 10,091 31.6% General, selling and administrative exp. 18,575 8.6% 16,037 9.3% 2,538 15.8% Operating profit $23,423 10.8% $15,870 9.3% 7,553 47.6% ENVIRONMENTAL Twelve months ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Product sales $114,853 $98,208 Shipping revenue 9,556 7,718 Net sales 124,409 100.0% 105,926 100.0% 18,483 17.4% Cost of sales- product 71,341 61,615 Cost of sales- shipping 9,556 7,718 Cost of sales 80,897 65.0% 69,333 65.5% Gross profit 43,512 35.0% 36,593 34.5% 6,919 18.9% General, selling and administrative exp. 25,657 20.6% 22,220 21.0% 3,437 15.5% Operating profit $17,855 14.5% $14,373 13.6% 3,482 24.2% TRANSPORTATION Twelve months ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Net sales $37,549 100.0% $32,509 100.0% 5,040 15.5% Cost of sales 33,508 89.2% 29,141 89.6% Gross profit 4,041 10.8% 3,368 10.4% 673 20.0% General, selling and administrative exp. 2,494 6.6% 2,401 7.4% 93 3.9% Operating profit $1,547 4.1% $967 3.0% 580 60.0% CORPORATE Twelve months ended December 31, 2003 2002 2003 vs. 2002 $ Change % Change Intersegment shipping revenues $(14,038) $(11,105) Intersegment shipping costs (14,038) (11,105) Gross profit - - General, selling and administrative exp. 10,090 7,108 2,982 42.0% Nanocomposites 3,798 4,444 (646) -14.5% Operating loss $(13,888) $(11,552) (2,336) -20.2% SOURCE AMCOL International Corp. -0- 01/20/2004 /CONTACT: Jennifer Melsheimer, Investor Relations Manager of AMCOL International Corp., +1-847-394-8730/ /Web site: http://www.amcol.com / (ACO) CO: AMCOL International Corp. ST: Illinois IN: CHM MNG SU: ERN -----END PRIVACY-ENHANCED MESSAGE-----