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): 9-23-99
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 September 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
Date: September 27, 1999
N E W S R E L E A S E
September 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 Record Third-Quarter Results
PASADENA, Calif. Ameron International Corporation (NYSE: AMN) today
reported diluted earnings of $1.98 per share and sales of $138.8 million for
the third quarter ended August 31, 1999. Ameron reported $1.51 per share on
sales of $155.7 million in the third quarter of 1998.
Year-to-date diluted earnings totaled $3.74 per share on sales of $411.2
million, compared to $2.37 per share on sales of $395.2 million for the
same period in 1998.
"We continue to be pleased with Ameron's performance this year, and our
outlook for the full year remains quite positive," stated James S. Marlen,
Chairman, President and Chief Executive Officer of Ameron.
Ameron's Concrete & Steel Pipe business showed continued strength in the
third quarter because of good demand and a favorable mix of products.
Sales were slightly lower than in the very strong third quarter of 1998;
however, profits were higher. Year-to-date sales and profits were
significantly higher than in 1998, when operations were impacted by poor
weather and a strike.
The worldwide Fiberglass-Composite Pipe business was impacted in the third
quarter because of curtailed spending in the oil industry. Sales and
profits declined in the third quarter and year-to-date, compared to the
same periods in 1998, because of the depressed oil market. As
anticipated, sales of fuel handling piping also declined in the third
quarter. However, operations in Singapore and in our new plant in Malaysia
continued to strengthen during the quarter. Orders for fiberglass pipe
have recently increased, and the overall outlook is improving as oil prices
have stabilized at current levels.
Ameron's worldwide Coatings business had lower sales and profits in the third
quarter, than in the third quarter of 1998. Year-to-date sales were down;
however, profits were up because of the profit enhancement program
implemented in 1998. The decline in Coatings sales was also a
reflection of the impact of oil prices.
"The strength of our Concrete & Steel Pipe and Construction & Allied Products
businesses, as well as the excellent performance of our joint venture
companies, more than offset the impact of the difficult markets experienced
by our Coatings and Fiberglass-Composite Pipe businesses. We would expect
to see an improvement next year as higher oil prices are captured in customers'
budgets and plans for new construction and maintenance," commented James S.
Marlen.
Ameron International Corporation is a multinational manufacturer of highly-
engineered products for construction, industrial, chemical and energy
markets. The Company operates businesses in North America, South America,
Europe, Asia and Australasia. It also has several joint venture companies
in the U.S., Saudi Arabia and Mexico. Ameron is a leading producer of
high-performance coatings; fiberglass pipe and composites; concrete and
steel pipe systems; and specialized construction products.
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
Third Quarter Ended August 31,
(In thousands, except share and per share data)
(Unaudited)
1999 1998
Sales $ 138,795 $ 155,707
Cost of Sales (100,708) (117,565)
------------ ------------
Gross Profit 38,087 38,142
Selling, General and Administrative Expenses (26,700) (24,473)
Royalty, Equity and Other Income 3,804 2,899
------------ ------------
Operating Profit 15,191 16,568
Asset Write-Downs and Other Charges - (1,803)
------------ ------------
Income before Interest and Taxes 15,191 14,765
Interest, Net (3,446) (5,260)
------------ ------------
Income before Income Taxes 11,745 9,505
Income Taxes (3,759) (3,327)
------------ ------------
Net Income $ 7,986 $ 6,178
============ ============
Basic Net Income Per Share (Based on
Weighted Average Common Shares
Outstanding of 3,991,912 Shares
in 1999 and 4,012,875 Shares in 1998) $ 2.00 $ 1.54
============ ===========
Diluted Net Income Per Share (Based on
Diluted Common Shares Outstanding
of 4,024,412 Shares in 1999 and
4,098,610 Shares in 1998) $ 1.98 $ 1.51
============= ============
Cash Dividends Paid Per Share $ .32 $ .32
============= =============
Ameron International Corporation
Consolidated Statements of Income
Nine Months Ended August 31,
(In thousands, except share and per share data)
(Unaudited)
1999 1998
----------- ------------
Sales $ 411,162 $ 395,207
Cost of Sales (302,635) (296,537)
----------- ------------
Gross Profit 108,527 98,670
Selling, General and Administrative Expenses (86,003) (79,117)
Royalty, Equity and Other Income 9,923 8,362
----------- ------------
Operating Profit 32,447 27,915
Asset Write-Downs and Other Charges - (1,803)
----------- ------------
Income before Interest and Taxes 32,447 26,112
Interest, Net (10,373) (11,146)
------------ ------------
Income before Income Taxes 22,074 14,966
Income Taxes (7,064) (5,238)
------------ ------------
Net Income $ 15,010 $ 9,728
============ ============
Basic Net Income Per Share (Based on
Weighted Average Common Shares
Outstanding of 3,997,679 Shares
in 1999 and 4,012,875 Shares in 1998) $ 3.75 $ 2.42
============= ============
Diluted Net Income Per Share(Based on
Diluted Common Shares Outstanding
of 4,016,818 Shares in 1999 and
4,098,610 Shares in 1998) $ 3.74 $ 2.37
============= ============
Cash Dividends Paid Per Share $ .96 $ .96
============= ============
Ameron International Corporation
Consolidated Statements of Cash Flows
Nine Months Ended August 31,
(In thousands)
(Unaudited)
1999 1998
------------ ------------
Operating Activities
Net Income $ 15,010 $ 9,728
Adjustments to Reconcile
Net Income to Net Cash 16,477 13,797
Changes in Operating Assets
and Liabilities 2,572 (20,193)
------------- ------------
Cash Provided by Operations 34,059 3,332
Investing Activities
Proceeds from Sale of Assets 1,790 732
Additions to Property, Plant
and Equipment (11,901) (19,520)
Acquisitions - (45,277)
Other, Net (3,755) (1,065)
------------- -------------
Cash Used by Investing Activities (13,866) (65,130)
Financing Activities
Short and Long-Term Borrowings, Net (21,167) 65,400
Dividends on Common Stock (3,835) (3,851)
Other, Net (1,415) 920
------------- -------------
Cash (Used) Provided by Financing Activities (26,417) 62,469
Effect of Exchange Rate Changes on Cash (477) (370)
-------------- -------------
Net Change in Cash and Equivalents $ (6,701) $ 301
============== =============
Ameron International Corporation
Consolidated Balance Sheets
(In thousands)
August 31,
1999 November 30,
(Unaudited) 1998
-------------- ------------
ASSETS
Current Assets
Cash and Equivalents $ 9,675 $ 16,376
Receivables, Net 128,261 136,380
Inventories 98,681 106,654
Other 16,215 14,280
-------------- -------------
Total Current Assets 252,832 273,690
Investments and Advances -
Affiliated Companies 22,189 22,182
Property, Plant and Equipment, Net 151,900 157,918
Other Assets 45,776 46,429
-------------- ------------
Total Assets $ 472,697 $500,219
============== ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-Term Borrowings $ 3,615 $ 3,024
Current Portion of Long-Term Debt 12,624 12,681
Trade Payables 39,597 37,273
Accrued Liabilities and Other 48,931 50,353
Federal and Other Income Taxes 13,171 23,499
-------------- ------------
Total Current Liabilities 117,938 126,830
Long-Term Debt, Less Current Portion 141,973 165,308
Other Liabilities 39,741 40,913
-------------- ------------
Total Liabilities 299,652 333,051
-------------- ------------
Stockholders' Equity
Common Stock 13,007 13,007
Additional Paid-In Capital 17,828 17,828
Retained Earnings 198,349 187,174
Accumulated Comprehensive Income (11,945) (8,062)
Treasury Stock (44,194) (42,779)
--------------- ------------
Total Stockholders' Equity 173,045 167,168
--------------- ------------
Total Liabilities and Stockholders' Equity $472,697 $500,219
============== ============
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<PERIOD-TYPE> 9-MOS 9-MOS
<FISCAL-YEAR-END> NOV-30-1999 NOV-30-1998
<PERIOD-END> AUG-30-1999 AUG-30-1998
<CASH> 9,675 10,149
<SECURITIES> 0 0
<RECEIVABLES> 128,261 138,079
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0 0
0 0
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