(Mark One)
Commission File No. 1 - 9102
|
DELAWARE (State or other jurisdiction of incorporation or organization) |
77-0100596 (I.R.S. Employer Identification No.) |
245
South Los Robles Avenue
Pasadena, California 91101-2820
(Address of principal executive offices)
(626) 683-4000
(Registrant's telephone number,
including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes /x/ No / /
The number of shares outstanding of Common Stock, $2.50 par value, was 3,873,007 on September 30, 2001. No other class of Common Stock exists.
1
Page
PART I. FINANCIAL INFORMATION
Item 1. Consolidated Financial Statements
Consolidated Statements of Income 3
Consolidated Balance Sheets 4
Consolidated Statements of Cash Flows 5
Notes to Consolidated Financial Statements 6
Item 2. Management's Discussion and Analysis
of Financial Condition and Results
of Operations 11
Item 3. Quantitative and Qualitative Market Risk Disclosure 12
PART II. OTHER INFORMATION
Item 2. Changes in Securities 13
Item 6. Exhibits and Reports on Form 8-K 13
SIGNATURE PAGE 14
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Three Months Ended Nine Months Ended
August 31, August 31,
------------------------- -------------------------
2001 2000 2001 2000
----------- ----------- ----------- -----------
Sales $ 144,864 $ 133,094 $ 410,139 $ 394,630
Cost of Sales (108,354) (100,280) (308,964) (296,567)
----------- ----------- ----------- -----------
Gross Profit 36,510 32,814 101,175 98,063
Selling, General and
Administrative Expenses (23,906) (25,774) (77,347) (84,668)
Other Income, net 1,504 6,515 8,188 15,768
----------- ----------- ----------- -----------
Income before Interest
and Income Taxes 14,108 13,555 32,016 29,163
Interest Income 51 422 156 464
Interest Expense (2,535) (3,336) (8,528) (9,466)
----------- ----------- ----------- -----------
Income before Income Taxes 11,624 10,641 23,644 20,161
Provision for Income Taxes (3,254) (2,660) (6,620) (5,040)
----------- ----------- ----------- -----------
Net Income $ 8,370 $ 7,981 $ 17,024 $ 15,121
=========== =========== =========== ===========
Net Income per Share (Basic) $ 2.16 $ 2.02 $ 4.40 $ 3.81
=========== =========== =========== ===========
Net Income per Share (Diluted) $ 2.09 $ 2.02 $ 4.30 $ 3.81
=========== =========== =========== ===========
Weighted Average Shares (Basic) 3,872,907 3,929,342 3,870,790 3,968,244
=========== =========== =========== ===========
Weighted Average Shares (Diluted) 4,014,293 3,935,857 3,957,261 3,975,344
=========== =========== =========== ===========
Cash Dividends per Share $ .32 $ .32 $ .96 $ .96
=========== =========== =========== ===========
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August 31, November 30,
2001 2000
( Unaudited )
----------- -----------
ASSETS
Current Assets
Cash and Cash Equivalents $ 11,196 $ 11,514
Receivables, Less Allowances of $6,356
in 2001 and $6,616 in 2000 139,872 139,961
Inventories 93,055 82,470
Deferred Income Taxes 23,766 23,720
Prepaid Expenses and Other Current Assets 7,523 6,305
--------- ---------
Total Current Assets 275,412 263,970
Investments, Advances and Equity in
Undistributed Earnings of Joint Ventures 22,407 21,773
Property, Plant and Equipment, Net 147,728 145,196
Other Assets 53,204 47,510
--------- ---------
Total Assets $ 498,751 $ 478,449
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Short-Term Borrowings $ 4,428 $ 5,001
Current Portion of Long-Term Debt 8,736 8,848
Trade Payables 41,554 41,127
Accrued Liabilities 51,121 58,265
Income Taxes Payable 9,629 15,103
--------- ---------
Total Current Liabilities 115,468 128,344
Long-Term Debt, Less Current Portion 150,278 140,718
Other Long-Term Liabilities 33,470 26,957
--------- ---------
Total Liabilities 299,216 296,019
--------- ---------
Stockholders' Equity
Common Stock, Par Value $2.50 a Share,
Authorized 12,000,000 Shares, Outstanding
3,873,007 Shares in 2001 and 3,869,357
in 2000, Net of Treasury Shares 13,017 13,007
Additional Paid-In Capital 19,428 17,857
Retained Earnings 237,928 224,620
Accumulated Other Comprehensive Loss (22,179) (24,382)
Less Treasury Stock (1,333,655 Shares
in 2001 and 2000) (48,659) (48,672)
--------- ---------
Total Stockholders' Equity 199,535 182,430
--------- ---------
Total Liabilities and Stockholders' Equity $ 498,751 $ 478,449
========= =========
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Nine Months Ended
August 31,
-----------------------
2001 2000
-------- --------
Cash Flows from Operating Activities
Net Income $ 17,024 $ 15,121
Adjustments to Reconcile Net Income to Net Cash
Provided by Operating Activities:
Depreciation 13,288 12,583
Amortization 631 648
Deferred Income Taxes 3,561 1,726
Equity in Earnings of Joint Ventures (5,002) (11,071)
Dividends from Joint Ventures 4,368 13,651
Gain on Sale of Assets (25) (12)
Other Noncash Expenses 1,451 --
Changes in Operating Assets and Liabilities:
Receivables 1,062 (21,107)
Inventories (10,163) 1,446
Prepaid Expenses and Other Current Assets (1,179) (492)
Trade Payables, Accrued Liabilities and
Income Taxes Payable (12,555) (1,916)
Other Long-Term Assets and Liabilities (3,274) (5,954)
-------- --------
Net Cash Provided by
Operating Activities 9,187 4,623
-------- --------
Cash Flows from Investing Activities
Proceeds from Sale of Property, Plant and Equipment 830 309
Additions to Property, Plant and Equipment (15,593) (13,479)
-------- --------
Net Cash Used in Investing Activities (14,763) (13,170)
-------- --------
Cash Flows from Financing Activities
Net Change in Short-Term Borrowings (503) 1,147
Issuance of Debt 9,583 16,100
Repayment of Debt (398) (2,351)
Dividends on Common Stock (3,716) (3,811)
Issuance of Common Stock 130 --
Change in Treasury Stock 13 (2,885)
-------- --------
Net Cash Provided By
Financing Activities 5,109 8,200
-------- --------
Effect of Exchange Rate Changes
on Cash and Cash Equivalents 149 (632)
-------- --------
Net Change in Cash and Cash Equivalents (318) (979)
Cash and Cash Equivalents at Beginning of Period 11,514 10,521
-------- --------
Cash and Cash Equivalents at End of Period $ 11,196 $ 9,542
======== ========
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Note 1. Basis Of Presentation
Consolidated financial statements for the interim periods included herein are unaudited; however, they contain all adjustments, including normal recurring accruals, which in the opinion of management, are necessary to present fairly the consolidated financial position of Ameron International Corporation (the "Company" or "Ameron") at August 31, 2001, and its consolidated results of operations for the three and nine months ended August 31, 2001 and 2000, and consolidated cash flows for the nine months ended August 31, 2001 and 2000. Accounting measurements at interim dates inherently involve greater reliance on estimates than at year-end. Results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
The consolidated financial statements do not include certain footnote disclosures and financial information normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America and, therefore, should be read in conjunction with the consolidated financial statements and notes included in Ameron's Annual Report on Form 10-K for the year ended November 30, 2000.
Note 2. New Accounting Pronouncements
Effective December 1, 2000, Ameron adopted Statement of Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative Instruments and Hedging Activities". SFAS No. 133 establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. The Company uses derivative products, such as forward and option contracts, primarily to hedge the foreign currency market exposures which affect certain assets and liabilities and forecasted transactions with customers and vendors. The Company designates such derivatives primarily as fair value hedges. As of both August 31, 2001 and December 1, 2000, the fair value of derivatives held by the Company were not significant. Additionally, the adoption of SFAS No. 133 at December 1, 2000 did not result in a cumulative adjustment to either income or other comprehensive income for a change in accounting principle.
In 1999, the Securities and Exchange Commission ("SEC") issued Staff Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial Statements," and further amended it to defer the effective date. SAB 101 summarized certain of the SEC's views on the application of accounting principles generally accepted in the United States of America to revenue recognition. The Company is required to adopt the provisions of SAB 101 no later than November 30, 2001. The Company does not believe SAB 101 will have a material impact on the financial statements.
In July 2001, the Financial Accounting Standards Board ("FASB") issued two new pronouncements: SFAS No. 141, "Business Combinations", and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires the purchase method of accounting for business combinations initiated after June 30, 2001 and eliminates the pooling-of-interests method. The Company does not believe that the adoption of SFAS No. 141 will have a material impact on its financial statements.
SFAS No. 142 requires, among other things, the discontinuance of goodwill amortization. In addition, the standard includes provisions for the reclassification of certain existing recognized intangibles as goodwill, reassessment of the useful lives of existing recognized intangibles, reclassification of certain intangibles out of previously reported goodwill and the identification of reporting units for purposes of assessing potential future impairments of goodwill. SFAS No. 142 also requires the Company to complete a transitional goodwill impairment test six months from the date of adoption. The Company is currently evaluating the impact of adopting SFAS No. 142.
6
Note 3. Inventories
Inventories are stated at the lower of cost (principally first-in, first-out) or market. Inventories were comprised of the following:
August 31, November 30,
2001 2000
---------- -----------
Finished Products $ 60,358 $ 51,570
Products in Process 12,012 18,788
Materials and Supplies 20,685 12,112
---------- -----------
$ 93,055 $ 82,470
========== ===========
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Note 4. Supplemental Disclosure of Cash Flow Information
Nine Months Ended
August 31,
---------------------
2001 2000
------ ------
Interest Paid $7,831 $7,140
Income Taxes Paid $7,523 $6,008
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Note 5. Joint Ventures
Operating results of joint ventures, which were accounted for by the equity method, were as follows:
Three Months Ended Nine Months Ended
August 31, August 31,
----------------------- ------------------------
2001 2000 2001 2000
------- ------- -------- --------
Net Sales $57,402 $68,621 $168,290 $181,127
Gross Profit $13,756 $19,524 $ 43,352 $ 51,932
Net Income $ 6,977 $ 9,967 $ 20,845 $ 24,386
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Amounts shown above include the operating results of Ameron Saudi Arabia, Ltd. ("ASAL"), Bondstrand, Ltd. and Oasis-Ameron, Ltd. for the three and nine months ended June 30, 2001 and 2000 and TAMCO for the three and nine months ended August 31, 2001 and 2000. Ameron's equity in earnings of joint ventures is included in other income.
Note 6. Net Income Per Share
Net income per basic share is computed on the basis of the weighted average number of common shares outstanding each period. Net income per diluted share is computed on the basis of the weighted average total of common shares outstanding each period plus the effect of outstanding stock options, excluding those that would be anti-dilutive, using the treasury stock method.
7
Following is a reconciliation of the weighted average number of shares used in the computation of basic and diluted net income per share:
Three Months Ended Nine Months Ended
August 31, August 31,
--------------------------- ---------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
Basic Average Common
Shares Outstanding 3,872,907 3,929,342 3,870,790 3,968,244
Dilutive Effect of
Stock Options 141,386 6,515 86,471 7,100
--------- --------- --------- ---------
Diluted Average Common
Shares Outstanding 4,014,293 3,935,857 3,957,261 3,975,344
========= ========= ========= =========
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Note 7. Other Comprehensive Income
Comprehensive income was computed as follows:
Three Months Ended Nine Months Ended
August 31, August 31,
----------------------- -----------------------
2001 2000 2001 2000
------- ------- ------- -------
Net Income $ 8,370 $ 7,981 $17,024 $15,121
Foreign Currency Translation
Adjustment 4,407 (1,553) 2,203 (8,240)
------- ------- ------- -------
Comprehensive Income $12,777 $ 6,428 $19,227 $ 6,881
======= ======= ======= =======
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Note 8. Debt
The Company's long-term debt consisted of the following:
August 31, November 30,
2001 2000
------------ ------------
Fixed-rate unsecured notes payable, bearing
interest at 7.92%, in annual principal
installments of $8,333, commencing in 2001 $ 50,000 $ 50,000
Variable-rate industrial development bonds,
Payable in 2016 (2.43% at August 31, 2001) 7,200 7,200
Variable-rate industrial development bonds,
Payable in 2021 (2.35% at August 31, 2001) 8,500 --
Variable-rate unsecured bank revolving credit
facilities (approximately 4.49% at August 31, 2001) 92,911 91,594
Variable-rate unsecured bank loan, payable in
Dutch guilders, with quarterly principal installments
of approximately $134 (5.22% at August 31, 2001) 403 772
--------- ---------
159,014 149,566
Less Current portion (8,736) (8,848)
--------- ---------
$ 150,278 $ 140,718
========= =========
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8
Note 9. Segment Information
The Company provides certain information about operating segments in accordance with SFAS No. 131, "Disclosure about Segments of an Enterprise and Related Information." In accordance with SFAS No. 131, the Company has determined that it has four operating segments: Performance Coatings & Finishes, Fiberglass-Composite Pipe, Water Transmission, and Infrastructure Products. Each of these segments has a dedicated management team and is managed separately, primarily because of differences in products. Inter-segment sales were not significant. Following is information related to each operating segment included in, and in a manner consistent with, internal management reports:
Three Months Ended Nine Months Ended
August 31, August 31,
---------------------------- ----------------------------
2001 2000 2001 2000
--------- --------- --------- ---------
Sales
Performance Coatings & Finishes $ 49,362 $ 48,649 $ 143,906 $ 138,107
Fiberglass-Composite Pipe 29,038 24,176 83,180 73,256
Water Transmission 36,980 31,866 98,732 102,866
Infrastructure Products 29,489 28,505 84,969 80,637
Eliminations (5) (102) (648) (236)
--------- --------- --------- ---------
Total Sales $ 144,864 $ 133,094 $ 410,139 $ 394,630
========= ========= ========= =========
Income (Loss) Before Interest
and Income Taxes
Performance Coatings & Finishes $ 3,383 $ 933 $ 7,764 $ 2,498
Fiberglass-Composite Pipe 2,229 3,189 9,761 10,478
Water Transmission 7,173 6,047 14,944 13,757
Infrastructure Products 3,020 4,426 8,770 11,624
Corporate & Unallocated (1,697) (1,040) (9,223) (9,194)
--------- --------- --------- ---------
Total Income Before Interest
and Income Taxes $ 14,108 $ 13,555 $ 32,016 $ 29,163
========= ========= ========= =========
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August 31, November 30,
2001 2000
------------ ------------
Assets
Performance Coatings & Finishes $ 141,846 $ 131,300
Fiberglass-Composite Pipe 138,375 127,904
Water Transmission 111,618 112,254
Infrastructure Products 67,894 61,503
Corporate & Unallocated 171,019 169,212
Eliminations (132,001) (123,724)
--------- ---------
Total Assets $ 498,751 $ 478,449
========= =========
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Note 10. Commitments & Contingencies
An action was filed in 1992 in the U.S. District
Court for the District of Arizona by the Central Arizona Water Conservation District ("CAWCD")
seeking damages against several parties, including the Company and the Company's
customer, Peter Kiewit Sons' Company ("Kiewit"), in connection with
six prestressed concrete pipe siphons furnished and installed in the 1970's as
part of the Central Arizona Project ("CAP"), a federal project to
bring water from the
9 Colorado River to Arizona. The CAWCD also filed
separate actions against the U.S. Bureau of Reclamation ("USBR") in
the U.S. Court of Claims and with the Arizona Projects Office of the USBR in
connection with the CAP siphons. The CAWCD alleged that the six CAP
siphons were defective and that the USBR and the defendants in the U.S. District
Court action were liable for the repair or replacement of those siphons at a
claimed estimated cost of $146.7 million. On September 14, 1994, the U.S.
District Court granted the Company's motion to dismiss the CAWCD action
and entered judgement against the CAWCD and in favor of the Company and its
co-defendants. CAWCD has filed a notice of appeal with the Ninth Circuit
Court of Appeals. Separately, on September 28, 1995, the Contracting
Officer for the USBR issued a final decision claiming for the USBR approximately
$40 million in damages against Kiewit, based in part on the Contracting
Officer's finding that the siphons supplied by the Company were defective.
That claim amount is considered by the Company to be duplicative of the damages
sought by the CAWCD for the repair or replacement of the siphons in its
aforementioned action in the U.S. District Court for the District of Arizona.
The Contracting Officer's final decision has been appealed by Kiewit to the U.S.
Department of the Interior Board of Contract Appeals ("IBCA").
The Company is actively cooperating with and assisting Kiewit in the
administrative appeal of that final decision before the IBCA. Trial on
that appeal is underway. The Company internally, as well as through
independent third-party consultants, has conducted engineering analyses
regarding the allegations that the CAP siphons were defective and believes that
the siphons were manufactured in accordance with the project specifications and
other contract requirements; and, therefore, it is not liable for any claims
relating to the siphons, whether by the CAWCD or by the USBR. The Company
believes that it has meritorious defenses to these actions and that resultant
liability, if any, should not have a material effect on the financial position
of the Company or its results of operations. In addition, certain other claims, suits and
complaints that arise in the ordinary course of business, have been filed or are
pending against the Company. Management believes that these matters, and
the matters discussed above, are either adequately reserved, covered by
insurance, or would not have a material effect on the financial position of the
Company or its results of operations if disposed of unfavorably. The Company is also subject to federal, state and
local laws and regulations concerning the environment and is currently
participating in administrative proceedings at several sites under these
laws. In the early 1970's, the Company disposed of certain quantities of
waste at the Stringfellow Hazardous Waste Site in Riverside County, California,
which is one of several priority sites on the Superfund list established by the
U.S. Environmental Protection Agency. Ameron's waste accounted for less
than one percent of the total waste deposited at the site. In 1993, the
State of California was found to be 75% to 85% liable for the remediation costs
of this Superfund site. However, the State of California has appealed this
finding. While the Company finds it difficult to estimate with any
certainty the total cost of remediation at the several sites, on the basis of
currently available information and reserves provided, the Company believes that
the outcome of such environmental regulatory proceedings will not have a
material effect on the Company's financial position or its results of
operations. 10 PART
I. FINANCIAL INFORMATION Item
2. Management's Discussion and Analysis of Financial Ameron
International Corporation and Subsidiaries INTRODUCTION Management's Discussion and Analysis should
be read in conjunction with the same discussion included in the Company's
2000 Annual Report on Form 10-K. Reference should also be made to the
financial statements included in this Form 10-Q for comparative consolidated
balance sheets and statements of income and cash flows. LIQUIDITY AND CAPITAL RESOURCES During the nine months ended of August 31,
2001 the Company generated $9.2 million of cash from operating
activities compared to $4.6 million for the same period in 2000.
The higher operating cash flow came principally from improved operating
results and working capital management. Cash used in investing activities consisted
of capital expenditures for normal replacement and upgrades of machinery and
equipment and the construction of a new pole manufacturing plant in Anniston,
Alabama. Management estimates that capital expenditures during fiscal 2001
will be between $20.0 million and $25.0 million. Capital
expenditures will be funded by existing cash balances, cash generated from
operations and additional borrowings. Cash and additional net borrowings of
$8.7 million were used to finance operations, for capital expenditures
and for payment of common stock dividends of $3.7 million. Cash and cash equivalents at August 31,
2001 totaled $11.2 million, a decrease of $.3 million from November 30, 2000. At August 31, 2001 the Company had
approximately $109.0 million in unused committed and uncommitted credit
lines available from foreign and domestic banks. The Company believes that cash and cash
equivalents on hand, anticipated cash flows from operations and funds from
existing lines of credit will be sufficient to meet future operating
requirements. RESULTS OF OPERATIONS The Company earned $8.4 million, or $2.09 per diluted share, on sales of
$144.9 million during the third quarter of 2001, compared to $8.0 million, or
$2.02 per diluted share,
on sales of $133.1 million during same period in 2000. Net income
remained relatively constant in spite of higher sales due to a reduction in equity income
from joint-venture companies. The reduction in equity income was offset
by improved profitability of both the Performance Coatings & Finishes
Group and the Water Transmission Group. Sales for the nine months ended August 31,
2001 were $410.1 million, compared to $394.6 million for the same
period in 2000. All operating groups, except Water Transmission, had higher
sales. Net income was $17.0 million, or $4.30 per diluted share for the
nine months ended August 31, 2001, compared to $15.1 million, or
$3.81
per diluted share in the same period in 2000. Profits increased because of
higher earnings from the Performance Coatings & Finishes Group and
the Water
Transmission Group, offsetting
lower results from the Infrastructure Products Group and Ameron's joint
ventures TAMCO and ASAL. Sales of the Water Transmission Group increased
$5.1 million in the
third quarter but decreased $4.1 million
in the nine months ended August 31, 2001, compared to the same periods of
2000. The third quarter increase reflected the increased demand for water
piping in the Western U.S. The improvement came in spite of lower
activity from Ameron's plants in Columbia, South America. Segment profits increased $1.1 million
in the third quarter and $1.2 million 11 in the nine months ended August 31,
2001, compared to the same periods of 2000, as a result of a change in plant
utilization and lower compensation costs. Water Transmission's
backlog increased during 2001, and sales are expected to remain robust
throughout the rest of 2001. Sales of the Company's worldwide
Fiberglass-Composite Pipe business increased $4.9 million in the third quarter and
$9.9 million in the nine months ended August 31, 2001,
compared to the same periods of 2000. Sales increased because of the
continued worldwide demand for oil-field piping and deliveries made to a
water project in California. Segment profits decreased by $1.0 million
in the third quarter and $.7 million in the nine months ended August 31, 2001, compared to the same periods of 2000,
primarily as a result of
uneven plant utilization caused by a decline in worldwide industrial markets. Sales of the Performance
Coatings & Finishes Group increased $.7 million in the third quarter and
$5.8 in the nine months ended August 31, 2001, compared to the
same periods of 2000. The year-to-date increase was due primarily to the continued improvement of
the U.S. and European protective coating businesses. Operations which
produce industrial finishes in Europe, Australia and New Zealand also improved
in the third quarter. Segment profits increased $2.5 million in the
third quarter and $5.3 million in the nine months ended August 31, 2001,
compared to the same periods of 2000, because of higher sales, the impact of restructuring
initiatives
and favorable raw material pricing. Sales of the Infrastructure Products Group
increased $1.0 million in the third quarter and $4.3 in the nine months
ended August 31, 2001, compared to the same periods of 2000. Segment
profits were lower for the third quarter and nine months ended August 31,
2001, compared to the same periods of 2000, because of the start-up costs
associated with a new pole plant in Alabama and lower profits from Hawaiian
operations. Ameron's Alabama
pole plant will produce state-of-the-art, decorative, concrete lighting poles
for sale to the major markets in the Southeastern U.S. Selling, General and Administrative
expenses were lower in the third quarter and nine months ended August 31,
2001, compared to the same periods of 2000, primarily due to lower insurance
and benefit costs. Other income decreased to $1.5 million
in the third quarter and $8.2 million in the nine months ended August 31, 2001, compared to
$6.5 million and $15.8 million,
respectively, for the same periods of 2000. The decrease reflected lower
equity income from TAMCO, which was impacted by the energy situation in
California, and ASAL, Ameron's concrete pipe joint venture in Saudi Arabia. The effective tax rate was 28% in the third quarter and nine
months ended August 31, 2001, compared to 25% for
the same periods in 2000. The effective tax rate reflects the anticipated
income taxes on income from domestic operations, as well as foreign
operations and joint ventures, which are taxed at rates lower than U.S.
statutory tax rates. Item
3. Quantitative and Qualitative Market Risk Disclosure No material changes have
occurred in the quantitative and qualitative market risk disclosure of the
Company as presented in Ameron's Annual Report on Form 10-K for the year
ended November 30, 2000. CAUTIONARY STATEMENT FOR PURPOSES OF THE
"SAFE HARBOR" PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995 Any of the above statements that refer to
the Company'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
conditions. Matters affecting the economy generally, including the state of
economies worldwide, can affect the Company's results. These 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, the Company
disclaims any intent or obligation to update these forward looking
statements. 12 Part II. OTHER INFORMATION Item
2. Changes in Securities Terms of lending
agreements place restrictions on cash dividends, stock repurchases,
borrowings, investments and guarantees. Under the most restrictive provisions
of these agreements, approximately $15.4 million of consolidated retained
earnings were not restricted at August 31, 2001. Item
6. Exhibits and Reports on Form 8-K A form 8-K was filed on June 26, 2001 to
report the Company's financial results for the second quarter ended May 31,
2001, as reported in a press release dated June 21, 2001. 13
Signature Page 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:
October 15, 2001
14
Condition
and Results of Operations
August 31,
2001
By: /s/ Gary Wagner
---------------------------------
Gary Wagner
Senior Vice President, Chief Financial Officer