EXHIBIT 99.1
------------
Contact:
Arnold H. Dratt -- Chairman, President & CEO (847-737-5970, ext. 401) or
Ronald G. Bottrell, Dome Communications (312) 467-0760
FOR IMMEDIATE RELEASE
SAMES CORPORATION'S BOARD DIRECTS SALE OF COMPANY;
THIRD-QUARTER RESULTS FALL BELOW A YEAR AGO
FRANKLIN PARK, IL, November 13, 2000 -- The Board of Directors of Sames
Corporation (Amex:SGT) today announced that it has directed the Company's
investment bankers, William Blair & Company, to seek a buyer for the Company.
Arnold Dratt, Chairman and CEO, said, "Because global industry trends appear to
be favoring vertical integration in the automotive paint application market, and
integrators are developing or acquiring spray application equipment and
technology in order to offer 'in-house' turnkey solutions, we believe it is the
right time to sell the Company. In addition, automotive customers are rapidly
migrating toward robotic solutions over machines, a product that Sames has
historically designed and installed. Although the Company produces applicators
both for machines and robots, the Company's machine-related products resulted in
significantly more revenue per installation." The Board believes that the
Company's investment bankers should be able to complete discussions with all
interested parties by early 2001.
"Combining with a strategic buyer or with a larger group will permit the Company
to maintain technology leadership in spray applications and fund bigger
automotive and general industry projects for which it competes," Dratt added.
"We are currently partnering with much larger companies to share product
development costs, such as the Cassette Bell System (CBS) developed jointly with
Trinity Industrial Corporation. In addition, such a combination will facilitate
the operations initiatives currently in place aimed at margin and cash flow
improvements. However, the Board believes strongly that the current corporate
and capital structures, left over from the sale of the Binks business in 1998,
will not permit the Company to take advantage of its many opportunities."
Dratt, who intends to return to his consulting practice after the sale process,
became President and CEO on October 1, 1998 and Chairman on April 25, 2000.
THIRD-QUARTER RESULTS
Net sales were $17 million for the quarter ended September 30, 2000, compared to
sales of $24.5 million for the prior fiscal year quarter ended August 31, 1999.
Year to date sales were $59.5 million, compared to sales of $65.2 million for
the prior fiscal year nine months. Year to date sales would have been
approximately $7.5 million higher ($67 million) and third quarter sales
approximately $2.4 million higher ($19.3 million) had sales denominated in
French Francs been translated at 1999 exchange rates.
<PAGE>
Operating income for the current quarter was a loss of $.8 million, compared to
income of $1.5 million in the prior fiscal year quarter. For the nine months
ended September 30, 2000, operating income was a loss of $.1 million, compared
to $1.6 million in the comparable period of the prior fiscal year.
Income (loss) from continuing operations, net of taxes, was a loss of $.6
million, or ($.19) per share, in the third quarter of 2000, compared to a gain
of $.6 million, or $.19 per share, for the fiscal quarter ended August 31, 1999.
The net loss, including loss from discontinued operations, net of tax, was
reduced both for the quarter and year to date, respectively, versus the
comparable periods of the prior fiscal year.
Commenting on the Company's financial performance, Dratt said, "While
third-quarter results are substantially lower than our expectations and fiscal
2000 operating income will fall significantly short of the aggressive goal the
Company had set, the revenue shortfall results primarily from a loss of a large
automotive contract, the deferral of several other large automotive projects by
customers into 2001 and the strength of the dollar versus the French franc. Our
general industry business, however, has far exceeded plan, and the Company
continues to develop leading edge technology, including a new product just sold
to the French national electricity company, which removes pollutants from
chimneys using the Company's highly regarded electrostatic technology."
An expected reduction of the workforce in France, as a result primarily of an
early retirement program, will cut overhead by nearly $2 million cumulatively
over the next four years (to confirm exact number), at a cost of approximately
$400 thousand, of which $150 thousand has been recorded through September 30,
2000.
Sames Corporation is engaged in the design, manufacture and sale of high-quality
spray finishing and coating application equipment. The Sames business is noted
for its global leadership position in electrostatic finishing equipment for the
automotive finishing market and for the general industrial finishing market. The
Company's website is http://www.sames.com.
This press release contains certain statements regarding the Company which
constitute "forward-looking statements" within the meaning of Section 21 E of
the Securities Exchange Act of 1934. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, there
can be no assurance that such expectations will prove to be correct. Important
factors that could cause actual results to differ materially from the Company's
expectations include, without limitation, the Company's ability to receive,
negotiate and accept agreements involving a sale of the Company, the timing of
any transaction involving a sale of the Company, the impact upon the Company of
its partnering relationships and strategic alliances, adverse changes in the
economy or the overall market generally, increased competition relating to the
Company's products and services both within the United States and globally, the
ability of the Company to successfully increase its market share or implement
its anticipated operating and distribution plans, and fluctuations in foreign
currency rates. These risk and uncertainties should be considered in evaluating
forward-looking statements and undue reliance should not be placed on such
statements.
2
<PAGE>
SAMES CORPORATION AND CONSOLIDATED SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED, IN THOUSANDS EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE ONE MONTH
MONTHS ENDED MONTHS ENDED ENDED
-------------------------- -------------------------- ------------
SEPTEMBER 30, AUGUST 31, SEPTEMBER 30, AUGUST 31, DECEMBER 31,
2000 1999 2000 1999 1999
------------- ---------- ------------- ---------- ------------
<S> <C> <C> <C> <C> <C>
Net sales ....................... $16,952 $24,522 $59,538 $65,198 $5,023
Cost of goods sold .............. 11,047 15,448 39,303 40,163 3,386
------- ------- ------- ------- ------
Gross profit ................. 5,905 9,074 20,235 25,035 1,637
Selling, general and
administrative expenses ...... 5,991 6,722 18,353 20,573 1,904
Research and development
costs ........................ 686 887 1,984 2,903 299
------- ------- ------- ------- ------
Operating income .......... (772) 1,465 (102) 1,559 (566)
------- ------- ------- ------- ------
Other expense (income):
Interest expense ................ 203 424 572 947 69
Other expense (income), net .. (252) 225 (488) (945) (34)
------- ------- ------- ------- ------
(49) 649 84 2 35
------- ------- ------- ------- ------
Income (loss) from
continuing operations
before income taxes .......... (723) 816 (186) 1,557 (601)
Income tax expense (benefit) .... (165) 251 15 61 (81)
------- ------- ------- ------- ------
Income (loss) from
continuing operations, net
of tax ....................... (558) 565 (201) 1,496 (520)
Loss from discontinued
operations, net of tax ....... (444) (1,710) (1,401) (3,372) (138)
------- ------- ------- ------- ------
Net loss ........................ $(1,002) $(1,145) $(1,602) $(1,876) $ (658)
======= ======= ======= ======= ======
Income (loss) per share - basic
Continuing operations ........ $(.19) $ .19 $(.07) $ .50 $(.18)
Discontinued operations ...... (.15) (.58) (.48) (1.13) (.04)
----- ----- ----- ------ -----
Net loss ..................... $(.34) $(.39) $(.55) $ (.63) $(.22)
===== ===== ===== ====== =====
Income (loss) per share - diluted
Continuing operations ........ $(.19) $ .19 $(.07) $ .50 $(.18)
Discontinued operations ...... (.15) (.57) (.48) (1.13) (.04)
----- ----- ----- ------ -----
Net loss ..................... $(.34) $(.38) $(.55) $ (.63) $(.22)
===== ===== ===== ====== =====
Weighted average shares:
Basic ........................ 2,932 2,966 2,932 2,965 2,942
Effect of stock options ...... 10 32 7 15 4
----- ----- ----- ----- -----
Diluted ...................... 2,942 2,998 2,939 2,980 2,946
===== ===== ===== ===== =====
</TABLE>
