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): 6-23-99
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9102 7-0100596
(State or other jurisdiction (Commission (IRS Employer
of Incorporation) File Number) 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 5. Other Events
The attached announcement was released to the news media on
June 23, 1999.
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
By: /s/ Javier Solis
Javier Solis
Senior Vice President & Secretary
N E W S R E L E A S E
June 23, 1999
Contacts:
James S. Marlen, Chairman, President and Chief Executive Officer
Gary Wagner, Senior Vice President, Chief Financial Officer
Telephone: 626-683-4000
AMERON REPORTS CONTINUED IMPROVEMENT
WITH STRONG SECOND-QUARTER RESULTS
PASADENA, Calif.-Ameron International Corporation (NYSE: AMN) today
reported diluted earnings of $1.50 per share on sales of $149.5 million for
the second quarter ended May 31, 1999. Ameron earned $1.09 per share on sales
of $137.0 million for the same period in 1998. Year-to-date diluted earnings
totaled $1.75 per share on sales of $272.4 million, compared to 86 cents per
share on sales of $239.5 million in 1998.
Commenting on the Company's results, James S. Marlen, Ameron's Chairman,
President and Chief Executive Officer, stated, "Ameron continued to do well in
the first half of 1999. The profitability of all of our businesses exceeded
the levels of 1998. We are benefitting from the profit-enhancement programs
implemented in 1998 and the strength of several of our markets, especially
those served by our Concrete and Steel Pipe business."
The Concrete and Steel Pipe business continued to accelerate in the
second quarter because of favorable weather conditions and the timing of
pipe deliveries. Sales and profits were significantly higher than in the
same period of 1998.
Ameron's worldwide Fiberglass-Composite Pipe business continued the trend
of the first quarter with slightly lower sales but higher profits.
Profits remained higher because of improved product mix and the
restructuring steps taken in 1998. The depressed oil industry continued to
hamper sales. The impact of oil prices was partially offset by the residual
strength of the U.S. fuel-handling market and by the continued strength of Asian
operations. Sales and profits from Asian operations, including a plant in
Singapore and the Company's new plant in Malaysia, were almost twice as high
in 1999 as in the first half of 1998.
While Ameron's worldwide Coatings business had higher sales and profits in
the first six months of 1999 than in the same period of 1998, sales and
profits declined slightly during the second quarter. The sales increase
came from the acquisition of the former Croda Coatings businesses in April
1998. The slowdown reflects the continued softness in the worldwide
coatings markets served by Ameron, principally due to the weakness of
businesses related to the oil industry. Ameron's coatings are used
extensively in such markets to protect petrochemical plants, offshore
platforms and marine vessels. Additionally, Ameron's European coatings
operations continued to be adversely impacted by the general economic
conditions in the U.K.
Ameron's Construction & Allied Products business continued to generate
improved sales and profits in the second quarter and year to date.
James S. Marlen commented, "We remain pleased with Ameron's strong
performance for the first half of 1999, given the difficult conditions in
some of the markets we serve. The current outlook confirms our earlier
full-year forecast that Ameron will report higher profitability in 1999."
Ameron and Tokyo Steel Manufacturing Co. Ltd. ("Tokyo Steel") have decided
to retain their ownership of TAMCO. On June 12, 1998, Ameron and Tokyo
Steel had announced the intent to seek a buyer for the 75% of TAMCO owned
by Ameron and Tokyo Steel. TAMCO is a leading manufacturer of reinforcing
bar for West Coast markets.
Commenting on Ameron's decision to retain its 50% ownership of TAMCO,
James S. Marlen stated, "The perceived value for TAMCO was affected by the
overall decline in the steel industry which began in the latter part of 1998.
Although TAMCO had an outstanding operating year in 1998 and is doing even
better in 1999, potential buyers have been preoccupied with the declines in
their respective businesses. We feel that TAMCO is a significant asset with a
strong market position that will continue to provide superior returns."
Ameron International Corporation is a leading producer of high-performance
coatings and finishes, fiberglass-composite pipe, concrete and steel pipe
systems and other specialized construction products. The Company operates
businesses in North America, South America, Europe, Asia and Australasia.
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 Ameron's estimated or anticipated future results 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 economics 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
Consolidated Statements of Income
Second Quarter Ended May 31,
(In thousands, except share and per share data)
1999 1998
--------- ---------
Sales $ 149,468 $ 136,974
Cost of Sales (109,909) (100,648)
--------- ---------
Gross Profit 39,559 36,326
Selling, General and Administrative Expenses ( 29,543) ( 29,598)
Royalty, Equity and Other Income 2,295 3,692
--------- ---------
Income before Interest and Taxes 12,311 10,420
Interest, Net ( 3,458) ( 3,393)
--------- ---------
Income before Income Taxes 8,853 7,027
Income Taxes ( 2,833) (2,537)
--------- ---------
Net Income $ 6,020 $ 4,490
========= =========
Basic Net Income Per Share (Based on
Weighted Average Common Shares
Outstanding of 4,006,798 Shares
in 1999 and 4,009,773 Shares in 1998) $ 1.50 $ 1.12
========= =========
Diluted Net Income Per Share (Based on
Diluted Common Shares Outstanding
of 4,019,270 Shares in 1999 and
4,115,941 Shares in 1998) $ 1.50 $ 1.09
========= =========
Cash Dividends Paid $ .32 $ .32
========= =========
Ameron International Corporation
Consolidated Statements of Income
Six Months Ended May 31,
(In thousands, except share and per share data)
1999 1998
--------- ---------
Sales $ 272,367 $ 239,500
Cost of Sales (201,927) (178,972)
--------- ---------
Gross Profit 70,440 60,528
Selling, General and Administrative Expenses ( 59,303) ( 54,644)
Royalty, Equity and Other Income 6,119 5,463
--------- ---------
Income before Interest and Taxes 17,256 11,347
Interest, Net ( 6,927) ( 5,886)
--------- ---------
Income before Income Taxes 10,329 5,461
Income Taxes ( 3,305) (1,911)
--------- ---------
Net Income $ 7,024 $ 3,550
========= =========
Basic Net Income Per Share (Based on
Weighted Average Common Shares
Outstanding of 4,006,798 Shares
in 1999 and 4,009,773 Shares in 1998) $ 1.75 $ 0.89
========= =========
Diluted Net Income Per Share (Based on
Diluted Common Shares Outstanding
of 4,019,270 Shares in 1999 and
4,115,941 Shares in 1998) $ 1.75 $ 0.86
========= =========
Cash Dividends Paid $ .64 $ .64
========= =========
Ameron International Corporation
Consolidated Statements of Cashflow
Six Months Ended May 31,
(In thousands)
1999 1998
--------- ---------
Operating Activities
Net Income $ 7,024 $ 3,550
Adjustments to Reconcile
Net Income to Net Cash 13,622 11,776
Changes in Operating Assets
and Liabilities (11,423) (13,935)
--------- ---------
Cash Provided by Operations 9,223 1,391
Investing Activities
Proceeds from Sale of Assets 1,910 326
Additions to Property, Plant
and Equipment (7,828) (15,852)
Acquisitions - (45,277)
Other, Net (3,174) (699)
--------- ---------
Cash Used by Investing Activities (9,092) (61,502)
Financing Activities
Short and Long-Term Borrowings, Net 45 58,633
Dividends on Common Stock (2,558) (2,566)
Other, Net (1,415) 343
--------- ---------
Cash (Used) Provided by Financing Activities (3,928) 56,410
Effect of Exchange Rate Changes on Cash (446) (69)
--------- ---------
Net Change in Cash $ (4,243) $ (3,770)
========= =========
Ameron International Corporation
Consolidated Balance Sheets
(In thousands)
May 31, November 30,
1999 1998
--------- ---------
ASSETS
Current Assets
Cash and Equivalents $ 12,133 $ 16,376
Receivables, Net 132,144 136,380
Inventories 105,643 106,654
Other 15,916 14,280
--------- ---------
Total Current Assets 265,836 273,690
Investments and Advances -
Affiliated Companies 22,189 22,182
Property, Plant and Equipment, Net 150,760 157,918
Other Assets 46,795 46,429
--------- ---------
Total Assets $ 485,580 $ 500,219
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-Term Borrowings $ 4,213 $ 3,024
Current Portion of Long-Term Debt 12,615 12,681
Trade Payables 35,716 37,273
Accrued Liabilities and Other 48,381 50,353
Federal and Other Income Taxes 15,627 23,499
--------- ---------
Total Current Liabilities 116,552 126,830
Long-Term Debt, Less Current Portion 162,723 165,308
Other Liabilities 39,869 40,913
--------- ---------
Total Liabilities 319,144 333,051
Stockholders' Equity
Common Stock 13,007 13,007
Additional Paid-In Capital 17,828 17,828
Retained Earnings 191,640 187,174
Accumulated Comprehensive Income (11,845) (8,062)
Treasury Stock (44,194) (42,779)
--------- ---------
Total Stockholders' Equity 166,436 167,168
--------- ---------
Total Liabilities and Stockholders' Equity $ 485,580 $ 500,219
========= =========
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<PERIOD-TYPE> 6-MOS 6-MOS
<FISCAL-YEAR-END> NOV-30-1999 NOV-30-1998
<PERIOD-END> MAY-31-1999 MAY-31-1998
<CASH> 12,133 6,078
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