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): June 21, 2000
AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 1-9102 77-0100596
(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
<PAGE>
Item 5. Other Events
The attached announcement was released to the news media on June 21, 2000.
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 30, 2000 By: ------------------------------
Gary Wagner
Senior Vice President/Chief Financial Officer
N E W S R E L E A S E
June 21, 2000
Contacts:
James S. Marlen, Chairman, President and Chief Executive Officer
Gary Wagner, Senior Vice President, Chief Financial Officer
Telephone: 626-683-4000
AMERON INTERNATIONAL'S SECOND-QUARTER
EARNINGS EXCEED EXPECTATIONS AND PRIOR YEAR
PASADENA, Calif.&WP7-179; Ameron International Corporation (NYSE: AMN)
today reported results for the second quarter ended May 31, 2000: Earnings
per diluted share totaled $1.55 on sales of $140.2 million, compared to
earnings of $1.50 per share on sales of $149.5 million for the second quarter
of fiscal 1999.
Earnings for the six months ended May 31, 2000 totaled $1.79 per share
on sales of $261.5 million, compared to $1.75 per share on sales of $272.4
million for the same period in 1999.
James Marlen, Ameron's Chairman, President and Chief Executive Officer,
stated, "We remain pleased with Ameron's performance in 2000. As expected,
sales for the first half were slower than in 1999, reflecting the weakness in
certain markets served by Ameron's Performance Coatings & Finishes and
Fiberglass-Composite Pipe businesses. In addition to steady performance by
our Infrastructure Products Group, Ameron benefited from its joint ventures
in the U.S. and Saudi Arabia, which continued to enjoy strong sales, profits
and cash flows."
The Water Transmission Group (formerly called the Concrete & Steel Pipe
Group) had lower sales and profits in the second quarter of 2000 than in the
same period of 1999. The expected slowdown in Ameron's business reflected a
short-term decline in activity of the water pressure-pipe market in the
western United States.
The Infrastructure Products Group (formerly called the Construction &
Allied Products Group) had increased profits on slightly lower sales.
Continued infrastructure spending enabled Ameron's pole business to make up a
shortfall in Hawaii. Hawaiian operations were affected by the lingering
impact of a strike in the first quarter and by the overall sluggishness of
construction spending in Hawaii.
Fiberglass-Composite Pipe Group sales increased in the second quarter
due to the sharp rise in demand for oil field piping. Corresponding profits
were lower because of lower sales of fuel-handling piping and the costs of
ramping up production to meet demand for oil field piping. In 1999,
Fiberglass-Composite Pipe benefited from greater sales of higher-margin,
fuel-handling piping used for government-mandated conversions of gas stations.
The Performance Coatings & Finishes Group (formerly called the Coatings
Group) improved compared to the first quarter, but had lower profits on lower
sales than in the second quarter of 1999. Performance Coatings & Finishes,
and to an extent Fiberglass-Composite Pipe, continued to suffer from the
prolonged lack of activity in certain key markets, such as offshore and
marine.
James Marlen continued, "While the market shift for Performance Coatings
& Finishes is occurring more slowly than anticipated, we are seeing solid
improvements in certain fiberglass pipe markets. We are also encouraged by
the accelerating bidding activity for Water Transmission and the steady
performance of the Infrastructure Group, both in ready-mix concrete and pole
products, as well as the continuing strong performance of our joint-venture
companies. We continue to believe that full-year results should exceed the
record level of 1999."
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;
high-performance coatings and finishes for the protection of metals and
structures; 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, Australasia and Asia. It also participates in several
joint-venture
companies in the U.S., Saudi Arabia, Kuwait, Egypt and Mexico.
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 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
Consolidated Statements of Income
Second Quarter Ended May 31,
(In thousands, except share and per share data)
(Unaudited)
2000 1999
--------- ---------
Sales $ 140,171 $ 149,468
Cost of Sales (102,975) (109,909)
--------- ---------
Gross Profit 37,196 39,559
Selling, General and Administrative Expenses ( 31,752) ( 29,543)
Royalty, Equity and Other Income 5,620 2,295
--------- ---------
Income before Interest and Income Taxes 11,064 12,311
Interest Expense, Net ( 2,812) ( 3,458)
--------- ---------
Income before Income Taxes 8,252 8,853
Provision for Income Taxes ( 2,063) ( 2,833)
--------- ---------
Net Income $ 6,189 $ 6,020
========= =========
Net Income Per Basic Share (Based on
Weighted Average Shares Outstanding
of 3,983,479 Shares in 2000 and
4,006,798 Shares in 1999) $ 1.55 $ 1.50
========= =========
Net Income Per Diluted Share (Based on
Diluted Common Shares Outstanding
of 3,987,323 Shares in 2000 and
4,019,270 Shares in 1999) $ 1.55 $ 1.50
========= =========
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)
(Unaudited)
2000 1999
--------- ---------
Sales $ 261,536 $ 272,367
Cost of Sales (196,287) (201,927)
--------- ---------
Gross Profit 65,249 70,440
Selling, General and Administrative Expenses ( 58,894) ( 59,303)
Royalty, Equity and Other Income 9,253 6,119
--------- ---------
Income before Interest and Income Taxes 15,608 17,256
Interest Expense, Net ( 6,088) ( 6,927)
--------- ---------
Income before Income Taxes 9,520 10,329
Provision for Income Taxes ( 2,380) ( 3,305)
--------- ---------
Net Income $ 7,140 $ 7,024
========= =========
Net Income Per Basic Share (Based on
Weighted Average Shares Outstanding
of 3,987,695 Shares in 2000 and
4,006,798 Shares in 1999) $ 1.79 $ 1.75
========= =========
Net Income Per Diluted Share (Based on
Diluted Common Shares Outstanding
of 3,995,088 Shares in 2000 and
4,019,270 Shares in 1999) $ 1.79 $ 1.75
========= =========
Cash Dividends Paid $ .64 $ .64
========= =========
<PAGE>
Ameron International Corporation
Condensed Consolidated Statements of Cash Flows
Six Months Ended May 31,
(In thousands)
(Unaudited)
2000 1999
--------- ---------
Operating Activities
Net Income $ 7,140 $ 7,024
Adjustments to Reconcile Net Income
to Net Cash Provided by Operations 11,016 13,622
Changes in Operating Assets
and Liabilities (24,590) (11,423)
--------- ---------
Net Cash (Used in) Provided by Operations ( 6,434) 9,223
Investing Activities
Proceeds from Sale of Assets 481 1,910
Additions to Property, Plant
and Equipment ( 8,922) ( 7,828)
Other, Net - ( 3,174)
--------- ---------
Net Cash Used in Investing Activities ( 8,441) ( 9,092)
Financing Activities
Short and Long-Term Borrowings, Net 13,471 45
Dividends on Common Stock ( 2,552) ( 2,558)
Purchase of Treasury Stock ( 934) ( 1,415)
--------- ---------
Net Cash Provided by (Used In) Financing Activities 9,985 ( 3,928)
Effect of Exchange Rate Changes on
Cash and Cash Equivalents 221 ( 446)
--------- ---------
Net Change in Cash and Cash Equivalents $ ( 4,669) $ ( 4,243)
========= =========
<PAGE>
Ameron International Corporation
Consolidated Balance Sheets
(In thousands)
May 31,
2000 November 30,
(Unaudited) 1999
--------- ---------
ASSETS
Current Assets
Cash and Cash Equivalents $ 5,852 $ 10,521
Receivables, Net 131,756 118,900
Inventories 90,979 95,488
Other Current Assets 17,741 17,745
--------- ---------
Total Current Assets 246,328 242,654
Investments and Advances -
Affiliated Companies 20,806 23,046
Property, Plant and Equipment, Net 146,768 149,597
Other Assets 44,774 43,670
--------- ---------
Total Assets $ 458,676 $ 458,967
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-Term Borrowings $ 3,472 $ 3,479
Current Portion of Long-Term Debt 12,553 12,595
Trade Payables 32,716 36,667
Accrued Liabilities 41,883 43,552
Income Taxes Payable 15,022 18,848
--------- ---------
Total Current Liabilities 105,646 115,141
Long-Term Debt, Less Current Portion 147,767 135,237
Other Long-Term Liabilities 30,176 30,469
--------- ---------
Total Liabilities 283,589 280,847
Stockholders' Equity
Common Stock 13,007 13,007
Additional Paid-In Capital 17,857 17,857
Retained Earnings 208,924 204,336
Accumulated Other Comprehensive Loss (19,573) (12,886)
Treasury Stock (45,128) (44,194)
--------- ---------
Total Stockholders' Equity 175,087 178,120
--------- ---------
Total Liabilities and Stockholders' Equity $ 458,676 $ 458,967
========= =========
