ameron_10q207.htm


United States
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
 
FORM 10-Q
 
(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended May 27, 2007
 
OR
 
 
 ¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from __________ to __________

Commission File Number 1-9102

AMERON INTERNATIONAL CORPORATION
(Exact name of registrant as specified in its charter)
 
Delaware
77-0100596
(State or other jurisdiction of
incorporation or organization)
(I.R.S. Employer Identification No.)

245 South Los Robles Avenue
Pasadena, CA 91101-3638
(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 ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer ¨
Accelerated filer x
Non-accelerated filer ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yes ¨  No x

The number of outstanding shares of Common Stock, $2.50 par value, was 9,115,971 on May 27, 2007.  No other class of Common Stock exists.
 
 


 
AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
FORM 10-Q
 
For the Quarter Ended May 27, 2007
 
Table of Contents
 
 

 

PART I – FINANCIAL INFORMATION
 
3
18
25
25
PART II – OTHER INFORMATION
 
26
26
26
27
27
27
 

 


2

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
PART I – FINANCIAL INFORMATION
 
 
ITEM 1 – FINANCIAL STATEMENTS
 
CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

   
Three Months Ended
   
Six Months Ended
 
 
 
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(Dollars in thousands, except per share data)
 
2007
   
2006
   
2007
   
2006
 
Sales
  $
156,756
    $
132,657
    $
277,111
    $
258,629
 
Cost of sales
    (115,994 )     (97,886 )     (211,029 )     (195,276 )
Gross profit
   
40,762
     
34,771
     
66,082
     
63,353
 
                                 
Selling, general and administrative expenses
    (25,959 )     (23,545 )     (47,459 )     (46,509 )
Other income, net
   
937
     
9,352
     
1,955
     
9,364
 
Income from continuing operations before interest, income taxes and equity in earnings of joint venture
   
15,740
     
20,578
     
20,578
     
26,208
 
Interest (expense)/income, net
    (18 )     (969 )    
348
      (1,919 )
Income from continuing operations before income taxes and equity in earnings of joint venture
   
15,722
     
19,609
     
20,926
     
24,289
 
Provision for income taxes
    (5,137 )     (6,227 )     (7,057 )     (7,912 )
Income from continuing operations before equity in earnings of joint venture
   
10,585
     
13,382
     
13,869
     
16,377
 
Equity in earnings of joint venture, net of taxes
   
4,228
     
3,803
     
9,256
     
4,583
 
Income from continuing operations
   
14,813
     
17,185
     
23,125
     
20,960
 
Income from discontinued operations, net of taxes
   
990
     
1,517
     
1,146
     
1,353
 
Net income
  $
15,803
    $
18,702
    $
24,271
    $
22,313
 
 
                               
Basic earnings per share:
                               
Income from continuing operations
  $
1.64
    $
1.98
    $
2.57
    $
2.43
 
Income from discontinued operations, net of taxes
   
.11
     
.18
     
.13
     
.15
 
Net income
  $
1.75
    $
2.16
    $
2.70
    $
2.58
 
                                 
Diluted earnings per share:
                               
Income from continuing operations
  $
1.63
    $
1.94
    $
2.55
    $
2.38
 
Income from discontinued operations, net of taxes
   
.11
     
.17
     
.13
     
.15
 
Net income
  $
1.74
    $
2.11
    $
2.68
    $
2.53
 
 
                               
Weighted-average shares (basic)
   
9,024,190
     
8,669,661
     
9,009,133
     
8,641,965
 
Weighted-average shares (diluted)
   
9,065,681
     
8,843,359
     
9,058,103
     
8,814,700
 
                                 
Cash dividends per share
  $
.20
    $
.20
    $
.40
    $
.40
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

3

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 

CONSOLIDATED BALANCE SHEETS – ASSETS (UNAUDITED)

 
 
May 27,
   
November 30,
 
(Dollars in thousands)
 
2007
   
2006
 
ASSETS
 
 
   
 
 
 
 
 
   
 
 
Current assets
 
 
   
 
 
Cash and cash equivalents
  $
120,985
    $
139,479
 
Receivables, less allowances of $5,100 in 2007 and $4,912 in 2006
   
168,562
     
160,173
 
Inventories
   
120,760
     
77,134
 
Deferred income taxes
   
23,861
     
23,861
 
Prepaid expenses and other current assets
   
10,661
     
15,921
 
 
               
Total current assets
   
444,829
     
416,568
 
 
               
Investments in joint ventures
               
Equity method
   
17,954
     
14,501
 
Cost method
   
3,784
     
3,784
 
 
               
Property, plant and equipment
               
Land
   
32,985
     
33,327
 
Buildings
   
57,821
     
57,434
 
Machinery and equipment
   
269,156
     
261,538
 
Construction in progress
   
37,239
     
20,657
 
 
               
Total property, plant and equipment at cost
   
397,201
     
372,956
 
Accumulated depreciation
    (245,709 )     (238,486 )
 
               
Total property, plant and equipment, net
   
151,492
     
134,470
 
Goodwill and intangible assets, net of accumulated amortization of $1,099 in 2007 and $3,017 in 2006
   
2,136
     
2,143
 
Other assets
   
61,718
     
63,198
 
 
               
Total assets
  $
681,913
    $
634,664
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 


4

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES


CONSOLIDATED BALANCE SHEETS – LIABILITIES AND STOCKHOLDERS' EQUITY (UNAUDITED)

 
 
May 27,
   
November 30,
 
(Dollars in thousands, except per share data)
 
2007
   
2006
 
LIABILITIES AND STOCKHOLDERS' EQUITY
 
 
   
 
 
 
 
 
   
 
 
Current liabilities
 
 
   
 
 
Current portion of long-term debt
  $
10,000
    $
10,000
 
Trade payables
   
45,090
     
45,650
 
Accrued liabilities
   
104,233
     
68,970
 
Income taxes payable
   
1,074
     
11,481
 
 
               
Total current liabilities
   
160,397
     
136,101
 
 
               
Long-term debt, less current portion
   
71,508
     
72,525
 
Other long-term liabilities
   
61,236
     
62,813
 
 
               
Total liabilities
   
293,141
     
271,439
 
 
               
Commitments and contingencies
               
Stockholders' equity
               
 
               
Common stock, par value $2.50 per share, authorized 24,000,000 shares, outstanding 9,115,971 shares in 2007 and 9,075,094 shares in 2006, net of treasury shares
   
29,565
     
29,431
 
Additional paid-in capital
   
43,096
     
39,500
 
Retained earnings
   
392,526
     
371,894
 
Accumulated other comprehensive loss
    (24,452 )     (27,232 )
Treasury stock (2,710,321 shares in 2007 and 2,697,148 shares in 2006)
    (51,963 )     (50,368 )
 
               
Total stockholders' equity
   
388,772
     
363,225
 
 
               
Total liabilities and stockholders' equity
  $
681,913
    $
634,664
 
 
The accompanying notes are an integral part of these consolidated financial statements.
 

5

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

 
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

   
Six Months Ended
 
   
May 27,
   
June 4,
 
(Dollars in thousands)
 
2007
   
2006
 
OPERATING ACTIVITIES
           
Net income
  $
24,271
    $
22,313
 
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation
   
7,773
     
9,357
 
Amortization
   
12
     
99
 
Net earnings and distributions from joint ventures
    (3,453 )     (826 )
Gain from sale of property, plant and equipment
    (1,006 )     (9,118 )
Stock compensation expense
   
1,264
     
2,383
 
Other
   
1
      (102 )
Changes in operating assets and liabilities:
               
Receivables, net
    (7,601 )     (2,720 )
Inventories
    (41,799 )     (18,438 )
Prepaid expenses and other current assets
   
5,332
      (9,009 )
Other assets
    (499 )    
1,156
 
Trade payables
    (880 )    
3,121
 
Accrued liabilities and income taxes payable
   
23,625
     
16,426
 
Other long-term liabilities
    (1,669 )     (2,604 )
Net cash provided by operating activities
   
5,371
     
12,038
 
                 
INVESTING ACTIVITIES
               
Proceeds from sale of property, plant and equipment
   
3,568
     
659
 
Additions to property, plant and equipment
    (23,694 )     (9,864 )
Net cash used in investing activities
    (20,126 )     (9,205 )
                 
FINANCING ACTIVITIES
               
Issuance of debt
   
1,099
     
3,416
 
Repayment of debt
    (2,644 )     (239 )
Dividends on common stock
    (3,639 )     (3,509 )
Issuance of common stock
   
511
     
1,409
 
Excess tax benefits related to stock-based compensation
   
1,955
     
-
 
Purchase of treasury stock
    (1,595 )     (1,203 )
Net cash used in financing activities
    (4,313 )     (126 )
                 
Effect of exchange rate changes on cash and cash equivalents
   
574
     
313
 
Net change in cash and cash equivalents
    (18,494 )    
3,020
 
Cash and cash equivalents at beginning of period
   
139,479
     
44,671
 
                 
Cash and cash equivalents at end of period
  $
120,985
    $
47,691
 
 
 The accompanying notes are an integral part of these consolidated financial statements.
 

6

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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 and all subsidiaries (the "Company" or "Ameron" or the "Registrant") as of May 27, 2007, and consolidated results of operations and cash flows for the six months ended May 27, 2007.  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.
 
For accounting consistency, the quarter typically ends on the Sunday closest to the end of the relevant calendar month.  The Company’s fiscal year ends on November 30, regardless of the day of the week.  Each quarter consists of approximately 13 weeks, but the number of days per quarter can change from period to period.  The quarters ended May 27, 2007 and June 4, 2006 consisted of 91 days each.  The six months ended May 27, 2007 and June 4, 2006 consisted of 178 days and 186 days, respectively.

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 the Company’s Annual Report on Form 10-K for the year ended November 30, 2006 ("2006 Annual Report").

NOTE 2 – NEW ACCOUNTING PRONOUNCEMENTS

In June 2006, the Financial Accounting Standards Board (“FASB”) issued Emerging Issues Task Force (“EITF”) Issue No. 06-03, "How Taxes Collected from Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (That Is, Gross Versus Net Presentation)."  EITF 06-03 requires that any tax assessed by a governmental authority that is imposed concurrent with or subsequent to a revenue-producing transaction between a seller and a customer should be presented on a gross (included in revenues and costs) or a net (excluded from revenues) basis.  In addition, for any such taxes that are reported on a gross basis, a company should disclose the amounts of those taxes in interim and annual financial statements for each period for which an income statement is presented if those amounts are significant.  EITF 06-03 was first effective for the interim period ended February 25, 2007.  The Company presents such taxes on a net basis in its income statements.  The adoption of EITF 06-03 did not have a material effect on the Company’s consolidated financial statements.

In July 2006, the FASB issued Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.”  FIN 48 clarifies the accounting for uncertainty in income taxes recognized in an entity’s financial statements in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 109 and prescribes a recognition threshold and measurement attribute for financial statement disclosure of tax positions taken or expected to be taken on a tax return.  FIN 48 requires the impact of a tax position to be recognized in the financial statements if that position is more likely than not of being sustained by the taxing authority.  FIN 48 is first effective for the first quarter of 2008.  The Company is evaluating whether the adoption of FIN 48 will have a material effect on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements,” which formally defines fair value, creates a standardized framework for measuring fair value in generally accepted accounting principles (“GAAP”), and expands fair value measurement disclosures.  SFAS No. 157 will be effective for the year ending November 30, 2008.  The adoption of SFAS No. 157 is not expected to have a material effect on the Company’s consolidated financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans," amending FASB Statement No. 87, “Employers’ Accounting for Pensions,” FASB Statement No. 88, “Employers’ Accounting for Settlements and Curtailments of Defined Benefit Pension Plans and for Termination Benefits,” FASB Statement No. 106, “Employers’ Accounting for Postretirement Benefits Other Than Pensions,” and FASB Statement No. 132, “Employers’ Disclosures about Pensions and Other Postretirement Benefits.”  SFAS No. 158 requires companies to recognize the overfunded or underfunded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its financial statements and to recognize changes in that status in the year in which the changes occur.  SFAS No. 158 also requires a company to measure the funded status of a plan as of the date of its year-end financial statements. 

7

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

SFAS No. 158 will be first effective as of November 30, 2007.  If SFAS No. 158 had been applied at November 30, 2006 using the November 30, 2006 actuarial valuation, accumulated other comprehensive loss would have increased by approximately $54,600,000 ($36,900,000 after tax) representing the difference between the funded status of the Company’s pension and other post-retirement benefit plans based on the projected and accumulated benefit obligations, respectively, and the amounts recorded on the Company’s balance sheet at November 30, 2006.  The ultimate impact is contingent on plan asset returns and the assumptions that will be used to measure the funded status of each of Ameron’s pension and postretirement benefit plans as of November 30, 2007.
 
In February 2007 the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities.”  SFAS 159 permits companies to choose to measure many financial instruments and certain other items at fair value.  SFAS 159 seeks to improve the overall quality of financial reporting by providing companies the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions.  SFAS 159 is effective for fiscal years beginning after November 15, 2007.  The Company is evaluating whether the adoption of SFAS 159 will have a material effect on its consolidated financial statements.

NOTE 3 – DISCONTINUED OPERATIONS

On August 1, 2006, the Company completed the sale of its Performance Coatings & Finishes business (the "Coatings Business") to PPG Industries, Inc. ("PPG").  PPG and the Company are disputing a post-closing adjustment of $3,423,000.  The Company believes it is entitled to the disputed amount under the terms of the Purchase Agreement (the “Agreement”).  The Company and PPG are in active negotiations to resolve the dispute.  If the parties are unable to resolve the dispute the Agreement provides a process for resolution.  Certain real properties that were used in the Coatings Business were excluded from the sale.  During the second quarter of 2007 one of these properties was sold for a net gain of $990,000.  The Company intends to sell the remaining retained properties in the next 12 months and expects to generate additional proceeds of approximately $13,000,000 based on current estimates of market values.  The retained properties are included in other assets of the consolidated balance sheets.

The results of discontinued operations were as follows:
   
Three Months Ended
   
Six Months Ended
 
   
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
 
Revenue from discontinued operations
  $
-
    $
61,042
    $
-
    $
110,362
 
                                 
Income from discontinued operations, before income taxes
  $
-
    $
3,202
    $
-
    $
3,015
 
Income taxes on income from discontinued operations
   
-
      (1,685 )    
156
      (1,662 )
Income from discontinued operations, net of taxes
   
-
     
1,517
     
156
     
1,353
 
                                 
Gain on sale of discontinued operations
   
990
     
-
     
990
     
-
 
Income taxes on gain on sale of discontinued operations
   
-
     
-
     
-
     
-
 
Gain on sale of discontinued operations, net of taxes
   
990
     
-
     
990
     
-
 
Income from discontinued operations, net of taxes
  $
990
    $
1,517
    $
1,146
    $
1,353
 

Income from discontinued operations, net of taxes, totaled $990,000, or $.11 per diluted share, and $1,146,000, or $.13 per diluted share, for the three and six months ended May 27, 2007, respectively, compared to income of $1,517,000, or $.17 per diluted share, and $1,353,000, or $.15 per diluted share, for the same periods in 2006.  During the first quarter of 2007, the Company recognized a net research and development tax credit of $156,000 related to discontinued operations.  This tax credit resulted from the retroactive application of tax legislation enacted in December 2006.

Prior period income statement amounts have been reclassified to present the operating results of the Coatings Business as a discontinued operation.  Prior period balance sheets and cash flow statements have not been adjusted.
 
 
8

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTE 4 - RECEIVABLES

The Company’s receivables consisted of the following:
   
May 27,
   
November 30,
 
(In thousands)
 
2007
   
2006
 
Trade
  $
151,010
    $
124,308
 
Other
   
19,157
     
31,299
 
Joint ventures
   
3,495
     
9,478
 
Allowances
    (5,100 )     (4,912 )
    $
168,562
    $
160,173
 

Trade receivables included unbilled receivables related to percentage-of-completion revenue recognition of $43,486,000 and $32,278,000 at May 27, 2007 and November 30, 2006, respectively.
 
NOTE 5 – INVENTORIES

Inventories are stated at the lower of cost or market.  Inventories consisted of the following:
   
May 27,
   
November 30,
 
(In thousands)
 
2007
   
2006
 
Finished products
  $
44,859
    $
30,802
 
Materials and supplies
   
36,614
     
22,224
 
Products in process
   
39,287
     
24,108
 
    $
120,760
    $
77,134
 

NOTE 6 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Supplemental cash flow information included the following:
   
Six Months Ended
 
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
 
Interest paid
  $
1,005
    $
2,576
 
Income taxes paid
   
16,612
     
3,331
 
Restricted cash
   
-
     
9,001
 

NOTE 7 – JOINT VENTURES

Operating results of TAMCO, an investment which is accounted for under the equity method, were as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
 
Net sales
  $
71,449
    $
72,702
    $
147,871
    $
123,771
 
                                 
Gross profit
   
19,120
     
16,993
     
40,910
     
22,095
 
                                 
Net income
   
9,539
     
8,490
     
20,875
     
10,231
 

Investments in Ameron Saudi Arabia, Ltd. ("ASAL") and Bondstrand, Ltd. ("BL") are accounted for under the cost method due to management's current assessment of the Company's influence over these joint ventures.
 

9

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
Earnings and dividends from the Company's joint ventures were as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
 
Earnings from joint ventures
                       
Equity in earnings of TAMCO before income taxes
  $
4,770
    $
4,245
    $
10,438
    $
5,116
 
Less provision for income taxes
    (542 )     (442 )     (1,182 )     (533 )
Equity in earnings of TAMCO, net of taxes
  $
4,228
    $
3,803
    $
9,256
    $
4,583
 
Dividends received from joint ventures
                               
TAMCO
  $
6,985
    $
4,015
    $
6,985
    $
4,290
 
ASAL
   
-
     
-
     
-
     
-
 
BL
   
-
     
-
     
-
     
-
 

Earnings from ASAL and BL, if any, are included in other income, net.
 
NOTE 8 – NET INCOME PER SHARE
 
Basic net income per share is computed on the basis of the weighted-average number of common shares outstanding during the periods presented. Diluted net income per share is computed on the basis of the weighted-average number of common shares outstanding plus the effect of outstanding stock options and restricted stock, using the treasury stock method.  All outstanding common stock equivalents, which consisted of 30,967 and 98,002 restricted shares and options to purchase 90,000 and 396,883 common shares, were dilutive for the three and six months ended May 27, 2007 and June 4, 2006, respectively.   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
   
Six Months Ended
 
   
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(In thousands, except per share data)
 
2007
   
2006
   
2007
   
2006
 
Numerator:
                       
Income from continuing operations
  $
14,813
    $
17,185
    $
23,125
    $
20,960
 
Income from discontinuing operations, net of taxes
   
990
     
1,517
     
1,146
     
1,353
 
Net income
  $
15,803
    $
18,702
    $
24,271
    $
22,313
 
                                 
Denominator for basic income per share:
                               
Weighted-average shares outstanding, basic
   
9,024,190
     
8,669,661
     
9,009,133
     
8,641,965
 
                                 
Denominator for diluted income per share:
                               
Weighted-average shares outstanding, basic
   
9,024,190
     
8,669,661
     
9,009,133
     
8,641,965
 
Dilutive effect of stock options and restricted stock
   
41,491
     
173,698
     
48,970
     
172,735
 
Weighted-average shares outstanding, diluted
   
9,065,681
     
8,843,359
     
9,058,103
     
8,814,700
 
                                 
Basic net income per share:
                               
Income from continuing operations
  $
1.64
    $
1.98
    $
2.57
    $
2.43
 
Income from discontinued operations, net of taxes
   
.11
     
.18
     
.13
     
.15
 
Net income
  $
1.75
    $
2.16
    $
2.70
    $
2.58
 
                                 
Diluted net income per share:
                               
Income from continuing operations
  $
1.63
    $
1.94
    $
2.55
    $
2.38
 
Income from discontinued operations, net of taxes
   
.11
     
.17
     
.13
     
.15
 
Net income
  $
1.74
    $
2.11
    $
2.68
    $
2.53
 

 

10

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
NOTE 9 – COMPREHENSIVE INCOME

Comprehensive income was as follows:

   
Three Months Ended
   
Six Months Ended
 
   
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
 
Net income
  $
15,803
    $
18,702
    $
24,271
    $
22,313
 
Foreign currency translation adjustment
   
1,362
     
3,930
     
2,780
     
4,487
 
Comprehensive income
  $
17,165
    $
22,632
    $
27,051
    $
26,800
 

 
NOTE 10 – DEBT

The Company's long-term debt consisted of the following:

   
May 27,
   
November 30,
 
(In thousands)
 
2007
   
2006
 
Fixed-rate notes:
           
5.36%, payable in annual principal installments of $10,000
  $
30,000
    $
30,000
 
4.25%, payable in Singapore dollars, in annual principal installments of $6,674, starting in 2008
   
33,370
     
33,173
 
Variable-rate industrial development bonds:
               
payable in 2016 (4.06% at May 27, 2007)
   
7,200
     
7,200
 
payable in 2021 (4.06% at May 27, 2007)
   
8,500
     
8,500
 
Variable-rate bank revolving credit facility (11.32% at May 27, 2007)
   
2,438
     
3,652
 
Total long-term debt
   
81,508
     
82,525
 
Less current portion
    (10,000 )     (10,000 )
Long-term debt, less current portion
  $
71,508
    $
72,525
 

The Company maintains a $100,000,000 revolving credit facility with six banks (the "Revolver").  Under the Revolver, the Company may, at its option, borrow at floating interest rates (LIBOR plus a spread ranging from .75% to 1.625% determined by the Company's financial condition and performance), at any time until September 2010, when all borrowings under the Revolver must be repaid.  The lending agreements contain various restrictive covenants, including the requirement to maintain specified amounts of net worth and restrictions on cash dividends, borrowings, liens, investments, guarantees, and financial covenants.  The Company was in compliance with all covenants as of May 27, 2007.  The Revolver, the 4.25% term notes and the 5.36% term notes are collateralized by substantially all of the Company's assets.  The industrial revenue bonds are supported by standby letters of credit that are issued under the Revolver.  The interest rate on the industrial development bonds is based on a weekly index of tax exempt issues plus a spread of .20%.  Certain note agreements contain provisions regarding the Company's ability to grant security interests or liens in association with other debt instruments.  If the Company grants such a security interest or lien, then such notes will be collateralized equally and ratably as long as such other debt shall be collateralized.

The Company intends for short-term borrowings under certain bank facilities utilized by the Company and its foreign subsidiaries to be refinanced on a long-term basis via the Revolver.  In addition, the amount available under the Revolver exceeds such short-term borrowings at May 27, 2007.  Accordingly, amounts due under these bank facilities have been classified as long-term debt and are considered payable when the Revolver is due.

 

11

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
NOTE 11 – 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 and three reportable segments: Fiberglass-Composite Pipe, Water Transmission and Infrastructure Products.  Infrastructure Products consists of two operating segments, the Pole Products and Hawaii Divisions, which are aggregated.  In the prior periods, the Company included a fourth reportable segment, Performance Coatings & Finishes, which was sold effective August 1, 2006.  The results from this segment have been reported as discontinued operations for all reporting periods.  Each of the segments has a dedicated management team and is managed separately, primarily because of differences in products.  The Company's Chief Operating Decision Maker is the Chief Executive Officer who primarily reviews sales and income before interest, income taxes and equity in earnings of joint venture for each operating segment in making decisions about allocating resources and assessing performance.  The Company allocates certain selling, general and administrative expenses to operating segments utilizing assumptions believed to be appropriate in the circumstances.  Costs of shared services (e.g., costs of Company-wide insurance programs or benefit plans) are allocated to the operating segments based on revenue, wages or net assets employed.  Other items not related to current operations or of an unusual nature, such as adjustments to reflect inventory balances of certain steel inventories under the last-in, first-out ("LIFO") method, certain unusual legal costs and expenses, interest expense and income taxes, are not allocated to the reportable segments.
 
Following is information related to each reportable segment included in, and in a manner consistent with, internal management reports:
   
Three Months Ended
   
Six Months Ended
 
   
May 27,
   
June 4,
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
 
Sales
                       
Fiberglass-Composite Pipe
  $
61,120
    $
46,257
    $
107,629
    $
82,849
 
Water Transmission
   
43,258
     
37,906
     
72,851
     
81,087
 
Infrastructure Products
   
53,645
     
48,887
     
98,932
     
95,277
 
Eliminations
    (1,267 )     (393 )     (2,301 )     (584 )
Total sales
  $
156,756
    $
132,657
    $
277,111
    $
258,629
 
                                 
Income from Continuing Operations Before Interest, Income Taxes and Equity in Earnings of Joint Venture
                               
Fiberglass-Composite Pipe
  $
16,739
    $
10,097
    $
25,738
    $
15,896
 
Water Transmission
   
800
     
1,533
      (3,331 )    
3,431
 
Infrastructure Products
   
10,004
     
7,516
     
16,731
     
14,379
 
Corporate & unallocated
    (11,803 )    
1,432
      (18,560 )     (7,498 )
Total Income from Continuing Operations Before Interest, Income Taxes and Equity in Earnings of Joint Venture
  $
15,740
    $
20,578
    $
20,578
    $
26,208
 
 
The Corporate and unallocated amounts in 2006 included a pretax gain of $9,052,000 related to the sale of property.
 
   
May 27,
   
November 30,
 
   
2007
   
2006
 
Assets
           
Fiberglass-Composite Pipe
  $
228,072
    $
206,326
 
Water Transmission
   
216,644
     
167,463
 
Infrastructure Products
   
109,016
     
97,249
 
Corporate & unallocated
   
240,523
     
271,023
 
Eliminations
    (112,342 )     (107,397 )
Total Assets
  $
681,913
    $
634,664
 

 

12

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
NOTE 12 – COMMITMENTS AND CONTINGENCIES

The Company is one of numerous defendants in various asbestos-related personal injury lawsuits. These cases generally seek unspecified damages for asbestos-related diseases based on alleged exposure to products previously manufactured by the Company and others, and at this time the Company is generally not aware of the extent of injuries allegedly suffered by the individuals or the facts supporting the claim that injuries were caused by the Company's products. Based upon the information available to it at this time, the Company is not in a position to evaluate its potential exposure, if any, as a result of such claims. Hence, no amounts have been accrued for loss contingencies related to these lawsuits in accordance with SFAS No. 5, "Accounting for Contingencies." The Company continues to vigorously defend all such lawsuits. As of May 27, 2007, the Company was a defendant in asbestos-related cases involving 132 claimants, compared to 145 claimants as of February 25, 2007.  The Company is not in a position to estimate the number of additional claims that may be filed against it in the future. For the quarter ended May 27, 2007, there were new claims involving 11 claimants, dismissals and/or settlements involving 24 claimants and no judgments.  Net costs and expenses incurred by the Company for the quarter ended May 27, 2007 in connection with asbestos-related claims were $486,000.
 
In May 2003, Dominion Exploration and Production, Inc. and Pioneer Natural Resources USA, Inc., (collectively "Dominion") brought an action against the Company in Civil District Court for the Parish of Orleans, Louisiana as owners of an offshore production facility known as a SPAR constructed for Dominion.  Dominion seeks damages allegedly sustained by it resulting from delays in delivery of the SPAR caused by the removal and replacement of certain coatings containing lead and/or lead chromate for which the manufacturer of the SPAR alleged the Company was responsible.  Dominion contends that the Company made certain misrepresentations and warranties to Dominion concerning the lead-free nature of those coatings.  Dominion's petition as filed alleged a claim for damages in an unspecified amount; however, Dominion's economic expert has since estimated Dominion's damages at approximately $128,000,000, a figure which the Company contests.  This matter is in discovery, and no trial date has yet been established.  The Company believes that it has meritorious defenses to this action.   Based upon the information available to it at this time, the Company is not in a position to evaluate the ultimate outcome of this matter.

In April 2004, Sable Offshore Energy Inc. ("Sable"), as agent for certain owners of the Sable Offshore Energy Project, brought an action against various coatings suppliers and application contractors, including the Company and two of its subsidiaries, Ameron (UK) Limited and Ameron B.V., (collectively "Ameron Subsidiaries"), in the Supreme Court of Nova Scotia, Canada.  Sable seeks damages allegedly sustained by it resulting from performance problems with several coating systems used on the Sable Offshore Energy Project, including coatings products furnished by the Company and the Ameron Subsidiaries.  Sable's originating notice and statement of claim alleged a claim for damages in an unspecified amount; however, Sable has since alleged that its claim for damages against all defendants is approximately 428,000,000 Canadian dollars, a figure which the Company and the Ameron Subsidiaries contest.  This matter is in discovery, and no trial date has yet been established.  The Company believes that it has meritorious defenses to this action.  Based upon the information available to it at this time, the Company is not in a position to evaluate the ultimate outcome of this matter.

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 are either adequately reserved, covered by insurance, or would not have a material effect on the Company's financial position, cash flows, or its results of operations if disposed of unfavorably.

The Company is 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. 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, cash flows, or its results of operations.


13

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
NOTE 13 – PRODUCT WARRANTIES AND GUARANTEES

The Company's product warranty accrual reflects management's estimate of probable liability associated with product warranties.  The Company generally provides a standard product warranty covering defects for a period not exceeding one year from date of purchase.  Management establishes product warranty accruals based on historical experience and other currently-available information.  Changes in the product warranty accrual were as follows:

   
Six Months Ended
 
   
May 27,
   
June 4,
 
(In thousands)
 
2007
   
2006
 
Balance, beginning of period
  $
3,146
    $
4,026
 
Payments
    (674 )     (1,091 )
Warranties issued during the period
   
912
     
1,458
 
Balance, end of period
  $
3,384
    $
4,393
 

NOTE 14 – GOODWILL AND OTHER INTANGIBLE ASSETS

SFAS No. 142, "Goodwill and Other Intangible Assets," requires that goodwill and intangible assets with indefinite useful lives not be amortized but instead be tested for impairment at least annually.  SFAS No. 142 also requires that intangible assets with definite useful lives be amortized over their respective estimated useful lives to their estimated residual values.
 
Changes in the Company’s carrying amount of goodwill by business segment were as follows:
               
Foreign
       
               
Currency
       
   
November 30,
   
Acquisition/
   
Translation
   
May 27,
 
(In thousands)
 
2006
   
(Disposition)
   
Adjustments
   
2007
 
Fiberglass-Composite Pipe
  $
1,440
    $
-
    $
-
    $
1,440
 
Water Transmission
   
390
     
-
     
4
     
394
 
Infrastructure Products
   
201
     
-
     
-
     
201
 
    $
2,031
    $
-
    $
4
    $
2,035
 

The Company's intangible assets, other than goodwill, and related accumulated amortization consisted of the following:
 
   
May 27, 2007
   
November 30, 2006
 
   
Gross Intangible
   
Accumulated
   
Gross Intangible
   
Accumulated
 
(In thousands)
 
Assets
   
Amortization
   
Assets
   
Amortization
 
Trademarks
  $
100
    $ (100 )   $
100
    $ (100 )
Non-compete agreements
   
253
      (152 )    
252
      (140 )
Patents
   
212
      (212 )    
212
      (212 )
Leasehold interests
   
-
     
-
     
1,930
      (1,930 )
    $
565
    $ (464 )   $
2,494
    $ (2,382 )

All of the Company's intangible assets, other than goodwill, are subject to amortization.  Amortization expense for the three and six months ended May 27, 2007 were $6,000 and $12,000, respectively.  Amortization expense for the three and six months ended June 4, 2006 were $48,000 and $99,000, respectively.  At May 27, 2007, estimated future amortization expenses were as follows: $12,000 for the remaining six months of 2007, $25,000 for 2008, $22,000 for 2009, $23,000 for 2010, $17,000 for 2011 and $2,000 for 2012.


14

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
NOTE 15 – INCENTIVE STOCK COMPENSATION PLANS

As of May 27, 2007, the Company had outstanding grants under the following share-based compensation plans:

 ·     1994 Non-Employee Director Stock Option Plan ("1994 Plan") - The 1994 Plan was terminated in 2001, except as to the outstanding options.  A total of 240,000 new shares of common stock were made available for awards to non-employee directors.  Non-employee directors were granted options to purchase the Company's common stock at prices not less than 100% of market value on the dates of grant.  Such options vested in equal annual installments over four years and terminate ten years from the dates of grant.

·     2001 Stock Incentive Plan ("2001 Plan") - The 2001 Plan was terminated in 2004, except as to the outstanding stock options and restricted stock grants.  A total of 380,000 new shares of common stock were made available for awards to key employees and non-employee directors.  The 2001 Plan served as the successor to the 1994 Plan and superseded that plan.  Non-employee directors were granted options under the 2001 Plan to purchase the Company's common stock at prices not less than 100% of market value on the dates of grant.  Such options vested in equal annual installments over four years.  Such options terminate ten years from the dates of grant.  Key employees were granted restricted stock under the 2001 Plan.  Such restricted stock grants vested in equal annual installments over four years.

·     2004 Stock Incentive Plan ("2004 Plan") - The 2004 Plan serves as the successor to the 2001 Plan and supersedes that plan.  A total of 525,000 new shares of common stock were made available for awards to key employees and non-employee directors and may include, but are not limited to, stock options and restricted stock grants.  Non-employee directors were granted options under the 2004 Plan to purchase the Company's common stock at prices not less than 100% of market value on the date of grant.  Such options vest in equal annual installments over four years.  Such options terminate ten years from the dates of grant.  Key employees were granted restricted stock under the 2004 Plan.  Such restricted stock grants vest in equal annual installments over three years.  For the six months ended May 27, 2007, the Company granted 28,550 restricted shares to key employees with fair value on the grant date of $2,305,000 and 6,000 restricted shares to non-employee directors with fair value on the grant date of $417,000.

In addition to the above, on January 24, 2001, non-employee directors were granted options to purchase the Company's common stock at prices not less than 100% of market value on the date of grant.  Such options vested in equal annual installments over four years and terminate ten years from the date of grant.  At May 27, 2007, there were 13,000 shares subject to such stock options.
 
The Company's income before income taxes and equity in earnings of joint venture for the three months ended May 27, 2007 and June 4, 2006 included compensation expense of $780,000 and $1,016,000, respectively, related to stock-based compensation arrangements.  For the six months ended May 27, 2007 and June 4, 2006, compensation expenses were $1,264,000 and $2,383,000, respectively, related to stock-based compensation arrangements.  There were no capitalized share-based compensation costs, for the three and six months ended May 27, 2007 and June 4, 2006.

Tax benefits and excess tax benefits resulting from the exercise of stock options are reflected as financing cash flows in the Company’s statements of cash flows.  For the three and six months ended May 27, 2007, excess tax benefits totaled $1,955,000.

The following table summarizes the stock option activity for the six months ended May 27, 2007:
               
Weighted-
       
         
Weighted-
   
Average
       
         
Average
   
Remaining
   
Aggregate
 
   
Number of
   
Exercise Price
   
Contractual
   
Intrinsic Value
 
Options
 
Options
   
per Share
   
Term (Years)
   
(in thousands)
 
Outstanding at November 30, 2006
   
120,500
    $
27.25
             
Exercised
    (22,000 )    
23.97
             
Outstanding at February 25, 2007
   
98,500
     
27.98
     
5.40
    $
5,037
 
Exercised
    (8,500 )    
23.77
                 
Outstanding at May 27, 2007
   
90,000
     
28.43
     
5.07
    $
4,416
 
                                 
Options exercisable at May 27, 2007
   
85,500
     
28.16
     
4.94
    $
4,218
 


15

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
For the three and six months ended May 27, 2007, no options were granted, forfeited or expired.  The aggregate intrinsic value in the table above represents the total pretax intrinsic value, which is the difference between the closing price of the Company’s stock on the last trading day of the second quarter of 2007 and the exercise price times the number of shares that would have been received by the option holders if the options were exercised on such trading day.  This amount will change based on the fair market value of the Company's stock.  The aggregate intrinsic value of stock options exercised during the three and six months ended May 27, 2007 was $375,000 and $1,550,000, respectively.  As of May 27, 2007, unrecognized compensation cost related to stock-based compensation arrangements totaled $3,410,000 which is expected to be recognized over a weighted-average period of three years.

For the three and six months ended May 27, 2007, 6,000 and 34,550 shares of restricted stock, respectively, were granted.  The weighted-average grant-date, fair value of such restricted stock was $56.18 and $76.47 per share, respectively.  The fair value of restricted stock which vested during the three and six months ended May 27, 2007 was $1,238,000 and $3,562,000, respectively.  For the three and six months ended June 4, 2006, 6,000 and 51,000 shares of restricted stock, respectively, were granted.  The weighted-average grant-date, fair value of such restricted stock was $60.00 and $55.31 per share, respectively.  The fair value of restricted stock which vested during the three and six months ended June 4, 2006 was $1,139,000 and $2,969,000.

Net cash proceeds from the exercise of stock options during the three and six months ended May 27, 2007 were $106,000 and $511,000, respectively.  Net cash proceeds from the exercise of stock options during the three and six months ended June 4, 2006 were $1,196,000 and $1,409,000, respectively.  The Company's policy is to issue shares from its authorized shares upon the exercise of stock options.
 
NOTE 16 – EMPLOYEE BENEFIT PLANS

For the three and six months ended May 27, 2007 and June 4, 2006, net pension and postretirement costs were comprised of the following:

Employee Benefits (Three Months)
                           
U.S. Postretirement
 
   
Pension Benefits
   
Benefits
 
   
U.S. Plans
   
Non-U.S. Plans
             
   
Three Months Ended May 27 and June 4,
   
Three Months Ended May 27 and June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
   
2007
   
2006
 
Service cost
  $
753
    $
814
    $
122
    $
275
    $
88
    $
78
 
Interest cost
   
2,781
     
2,548
     
521
     
446
     
202
     
179
 
Expected return on plan assets
    (3,515 )     (3,053 )     (388 )     (332 )     (35 )     (27 )
Amortization of unrecognized
                                               
prior service cost
   
27
     
24
     
65
     
122
     
19
      (14 )
Curtailment
   
-
     
81
     
-
     
728
     
-
     
-
 
Amortization of unrecognized
                                               
net transition obligation
   
-
     
-
     
-
     
-
     
46
     
46
 
Amortization of accumulated loss
   
924
     
1,109
     
36
     
79
     
15
     
41
 
Net periodic cost
  $
970
    $
1,523
    $
356
    $
1,318
    $
335
    $
303
 

 

16

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
Employee Benefits (Six Months)
                           
U.S. Postretirement
 
   
Pension Benefits
   
Benefits
 
   
U.S. Plans
   
Non-U.S. Plans
             
   
Six Months Ended May 27 and June 4,
   
Six Months Ended May 27 and June 4,
 
(In thousands)
 
2007
   
2006
   
2007
   
2006
   
2007
   
2006
 
Service cost
  $
1,506
    $
1,628
    $
244
    $
550
    $
176
    $
156
 
Interest cost
   
5,562
     
5,096
     
1,042
     
892
     
404
     
358
 
Expected return on plan assets
    (7,030 )     (6,106 )     (776 )     (664 )     (69 )     (54 )
Amortization of unrecognized
                                               
prior service cost
   
54
     
48
     
130
     
244
     
38
      (28 )
Curtailment
   
-
     
162
     
-
     
1,456
     
-
     
-
 
Amortization of unrecognized
                                               
net transition obligation
   
-
     
-
     
-
     
-
     
92
     
92
 
Amortization of accumulated loss
   
1,848
     
2,218
     
72
     
158
     
30
     
82
 
Net periodic cost
  $
1,940
    $
3,046
    $
712
    $
2,636
    $
671
    $
606
 
 
No contributions were made to the U.S. pension plan during the first half of 2007.  A contribution of $726,000 was made to the non-U.S. pension plan during the first half of 2007, and the Company expects to contribute an additional $124,000 during the second half of 2007.  The Company also expects to contribute approximately $3,000,000 to the U.S. pension plan in 2007.  Additional contributions may be made in 2007 depending on the funded status of the plans and the requirements of the Pension Protection Act of 2006.

If SFAS No. 158 had been applied at November 30, 2006 using the November 30, 2006 actuarial valuation, accumulated other comprehensive loss would have increased by approximately $54,600,000 ($36,900,000 after tax) representing the difference between the funded status of the Company’s pension and other post-retirement benefit plans based on the projected and accumulated benefit obligations, respectively, and the amounts recorded on the Company’s balance sheet at November 30, 2006.  The ultimate impact is contingent on plan asset returns and the assumptions that will be used to measure the funded status of each of Ameron’s pension and postretirement benefit plans as of November 30, 2007.
 
17

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
 
ITEM 2 – MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
INTRODUCTION

Ameron International Corporation ("Ameron" or the "Company") is a multinational manufacturer of highly-engineered products and materials for the chemical, industrial, energy, transportation and infrastructure markets.  Ameron is a leading producer of water transmission lines; 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 and Asia.  The Company has three reportable segments.  The Fiberglass-Composite Pipe Group manufactures and markets filament-wound and molded composite fiberglass pipe, tubing, fittings and well screens.  The Water Transmission Group manufactures and supplies concrete and steel pressure pipe, concrete non-pressure pipe, protective linings for pipe, and fabricated steel products.  The Infrastructure Products Group consists of two operating segments, which are aggregated: the Hawaii Division which manufactures and sells ready-mix concrete, sand and aggregates, concrete pipe and culverts and the Pole Products Division which manufactures and sells concrete and steel lighting and traffic poles.  The markets served by the Fiberglass-Composite Pipe Group are worldwide in scope.  The Water Transmission Group serves primarily the western U.S.  The Infrastructure Products Group's quarry and ready-mix business operates exclusively in Hawaii, and poles are sold throughout the U.S.  Ameron also participates in several joint-venture companies, directly in the U.S. and Saudi Arabia, and indirectly in Egypt.

During the third quarter of 2006, the Company sold its Performance Coatings & Finishes business ("Coatings Business").  The results from this segment have been reported as discontinued operations for all the reporting periods.  Accordingly, the following discussions generally reflect summary results from continuing operations unless otherwise noted.  However, the net income and net income per share discussions include the impact of discontinued operations.

Management's Discussion and Analysis should be read in conjunction with the same discussion included in the Company's 2006 Annual Report, under Part II, Item 7.  Reference should also be made to the financial statements included in this Form 10-Q for comparative consolidated balance sheets, statements of income and cash flows.

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

Management's Discussion and Analysis of Liquidity and Capital Resources and Results of Operations are based upon the Company's consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America.  The preparation of these financial statements requires Management to make certain estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities during the reporting periods.  Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources.  Actual results could differ from those estimates.

A summary of the Company's significant accounting policies is provided in Note (1) of the Notes to Consolidated Financial Statements in the Company’s 2006 Annual Report.  In addition, Management believes the following accounting policies affect the more significant estimates used in preparing the consolidated financial statements.

The consolidated financial statements include the accounts of Ameron International Corporation and all wholly-owned subsidiaries.  All material intercompany accounts and transactions have been eliminated.  The functional currencies for the Company's foreign operations are the applicable local currencies.  The translation from the applicable foreign currencies to U.S. dollars is performed for balance sheet accounts using current exchange rates in effect at the balance sheet date and for revenue and expense accounts using a weighted-average exchange rate during the period.  The resulting translation adjustments are recorded in accumulated other comprehensive income/(loss).  The Company advances funds to certain foreign subsidiaries that are not expected to be repaid in the foreseeable future.  Translation adjustments arising from these advances are also included in accumulated other comprehensive income/(loss).  The timing of repayments of intercompany advances could materially impact the Company's consolidated financial statements.  Additionally, earnings of foreign subsidiaries are often permanently reinvested outside the U.S.  Unforeseen repatriation of such earnings could result in significant unrecognized U.S. tax liability.  Gains or losses resulting from foreign currency transactions are included in other income, net.

18

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES


Revenue for the Fiberglass-Composite Pipe and Infrastructure Products segments is recognized when risk of ownership and title pass, primarily at the time goods are shipped, provided that an agreement exists between the customer and the Company, the price is fixed or determinable and collection is reasonably assured.  Revenue is recognized for the Water Transmission Group primarily under the percentage-of-completion method, typically based on completed units of production, since products are manufactured under enforceable and binding construction contracts, typically are designed for specific applications, are not interchangeable between projects, and are not manufactured for stock.  Revenue for the period is determined by multiplying total estimated contract revenue by the percentage-of-completion of the contract and then subtracting the amount of previously recognized revenue.  Cost of earned revenue is computed by multiplying estimated contract completion cost by the percentage-of-completion of the contract and then subtracting the amount of previously recognized cost.  In some cases, if products are manufactured for stock or are not related to specific construction contracts, revenue is recognized under the same criteria used by the other two segments.  Revenue under the percentage-of-completion method is subject to a greater level of estimation, which affects the timing of revenue recognition, costs and profits.  Estimates are reviewed on a consistent basis and are adjusted periodically to reflect current expectations.  Costs attributable to unpriced change orders are treated as costs of contract performance in the period, and contract revenue is recognized if recovery is probable.  Disputed or unapproved change orders are treated as claims.  Recognition of amounts of additional contract revenue relating to claims occurs when amounts have been received or awarded with recognition based on the percentage-of-completion methodology.

The Company expenses environmental clean-up costs related to existing conditions resulting from past or current operations on a site-by-site basis.  Liabilities and costs associated with these matters, as well as other pending litigation and asserted claims arising in the ordinary course of business, require estimates of future costs and judgments based on the knowledge and experience of Management and its legal counsel.  When the Company's exposures can be reasonably estimated and are probable, liabilities and expenses are recorded.  The ultimate resolution of any such exposure to the Company may differ due to subsequent developments.

Inventories are stated at the lower of cost or market with cost determined principally on the first-in, first-out ("FIFO") method.  Certain steel inventories used by the Water Transmission Group are valued using the last-in, first-out ("LIFO") method.  Significant changes in steel levels or costs could materially impact the Company's financial statements.  Reserves are established for excess, obsolete and rework inventories based on estimates of salability and forecasted future demand.  Management records an allowance for doubtful accounts receivable based on historical experience and expected trends.  A significant reduction in demand or a significant worsening of customer credit quality could materially impact the Company’s consolidated financial statements.

Investments in unconsolidated joint ventures or affiliates ("joint ventures") over which the Company has significant influence are accounted for under the equity method of accounting, whereby the investment is carried at the cost of acquisition, plus the Company's equity in undistributed earnings or losses since acquisition.  Investments in joint ventures over which the Company does not have the ability to exert significant influence over the investees' operating and financing activities are accounted for under the cost method of accounting.  The Company's investment in TAMCO, a steel mini-mill in California, is accounted for under the equity method.  Investments in Ameron Saudi Arabia, Ltd. and Bondstrand, Ltd. are accounted for under the cost method due to management's current assessment of the Company's influence over these joint ventures.

Property, plant and equipment is stated on the basis of cost and depreciated principally using a straight-line method based on the estimated useful lives of the related assets, generally three to 40 years.  The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable.  If the estimated future, undiscounted cash flows from the use of an asset are less than its carrying value, a write-down is recorded to reduce the related asset to estimated fair value.  Actual cash flows may differ significantly from estimated cash flows.  Additionally, current estimates of future cash flows may differ from subsequent estimates of future cash flows.  Changes in estimated or actual cash flows could materially impact the Company's consolidated financial statements

The Company is self-insured for a portion of the losses and liabilities primarily associated with workers' compensation claims and general, product and vehicle liability.  Losses are accrued based upon the Company's estimates of the aggregate liability for claims incurred using historical experience and certain actuarial assumptions followed in the insurance industry.  The estimate of self-insurance liability includes an estimate of incurred but not reported claims, based on data compiled from historical experience.  Actual experience could differ significantly from these estimates and could materially impact the Company's consolidated financial statements.  The Company purchases varying levels of insurance to cover losses in excess of the self-insured limits.  Currently, the Company's primary self-insurance limits are $1.0 million per workers' compensation claim, $.1 million per general, property or product liability claim, and $.25 million per vehicle liability claim.

19

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES


The Company follows the guidance of Statement of Financial Accounting Standards ("SFAS") No. 87, Employers' Accounting for Pensions, and SFAS No. 106, Employers’ Accounting for Postretirement Benefits Other Than Pensions, when accounting for pension and other postretirement benefits.  Under these accounting standards, assumptions are made regarding the valuation of benefit obligations and the performance of plan assets that are controlled and invested by third-party fiduciaries.  Delayed recognition of differences between actual results and expected or estimated results is a guiding principle of these standards.  Such delayed recognition provides a gradual recognition of benefit obligations and investment performance over the working lives of the employees who benefit under the plans, based on various assumptions.  Assumed discount rates are used to calculate the present values of benefit payments which are projected to be made in the future, including projections of increases in employees' annual compensation and health care costs.  Management also projects the future returns on invested assets based principally on prior performance.  These projected returns reduce the net benefit costs the Company records in the current period.  Actual results could vary significantly from projected results, and such deviations could materially impact the Company's consolidated financial statements.  Management consults with the Company’s actuaries when determining these assumptions.  Unforecasted program changes, including termination, freezing of benefits or acceleration of benefits, could result in an immediate recognition of unrecognized benefit obligations and such recognition could materially impact the Company's consolidated financial statements.

Management incentive compensation is accrued based on current estimates of the Company's ability to achieve short-term and long-term performance targets.

Deferred income tax assets and liabilities are computed for differences between the financial statement and income tax bases of assets and liabilities.  Such deferred income tax asset and liability computations are based on enacted tax laws and rates applicable to periods in which the differences are expected to reverse.  Valuation allowances are established, when necessary, to reduce deferred income tax assets to the amounts expected to be realized.  Quarterly income taxes are estimated based on the mix of income by jurisdiction forecasted for the full fiscal year.  The Company believes that it has adequately provided for tax-related matters.  The Company is subject to examination by taxing authorities in various jurisdictions.  Matters raised upon audit may involve substantial amounts, and an adverse finding could have a material impact on the Company's consolidated financial statements.

LIQUIDITY AND CAPITAL RESOURCES

The following discussion generally combines the impact of both continuing and discontinued operations unless otherwise noted.

As of May 27, 2007, the Company's working capital totaled $284.4 million, $3.9 million higher than the working capital of $280.5 million as of November 30, 2006.  Cash and cash equivalents totaled $121.0 million as of May 27, 2007, compared to $139.5 million as of November 30, 2006.

In accordance with SFAS No. 95, Statement of Cash Flows, the consolidated statements of cash flows include cash flows for both continuing and discontinued operations.  For the six months ended May 27, 2007, net cash of $5.4 million was generated from operating activities of continuing and discontinued operations, compared to $12.0 million in the six months ended June 4, 2006.  Operating cash flows declined in 2007 as higher net income, excluding asset gains, was more than offset by increased operating working capital.  Operating working capital increased due to higher business activity, higher sand inventories in Hawaii and higher steel inventories associated with water pipe and wind tower orders partially offset by advance payments from customers.  In the six months ended May 27, 2007, the Company's cash from operating activities included net income of $24.3 million, plus non-cash adjustments (depreciation, amortization, equity income from joint-ventures in excess of dividends, gain from sales of assets, and stock compensation expense) of $4.6 million, less changes in operating assets and liabilities of $23.5 million.  In the six months ended June 4, 2006, the Company's cash provided by operating activities included net income of $22.3 million, plus similar non-cash adjustments of $1.8 million, offset by corresponding changes in operating assets and liabilities of $12.1 million.

Net cash used in investing activities totaled $20.1 million during the six months ended May 27, 2007, compared to $9.2 million used in the six months ended June 4, 2006.  Net cash used in investing activities during the first half of 2007 consisted of capital expenditures of $23.7 million, compared to $9.9 million in the same period of 2006.  Capital expenditures were primarily for normal replacement and upgrades of machinery and equipment in both 2007 and 2006.  Capital expenditures for 2007 also included the expansion of the Company’s steel fabrication plant in California to manufacture large-diameter wind towers. During the year ending November 30, 2007, the Company anticipates spending between $30 and $50 million on capital expenditures.  Capital expenditures are expected to be funded by existing cash balances, cash generated from operations or additional borrowings.
 

20

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

 
Net cash used in financing activities totaled $4.3 million during the six months ended May 27, 2007, compared to $.1 million used in the six months ended June 4, 2006.  Net cash used in 2007 consisted of net debt payment of $1.5 million, payment of common stock dividends of $3.6 million and treasury stock purchases of $1.6 million related to the vesting of restricted shares, offset by net issuance of common stock related to exercised stock options of $.5 million and tax benefits of $2.0 million related to exercised stock options.  Net cash used in financing activities in 2006 included net borrowings of $3.2 million and a similar issuance of common stock of $1.4 million, offset by dividends of $3.5 million and stock purchases of $1.2 million.
 
The Company utilizes a $100.0 million revolving credit facility with six banks (the "Revolver").  Under the Revolver, the Company may, at its option, borrow at floating interest rates (LIBOR plus a spread ranging from .75% to 1.625%, determined by the Company’s financial condition and performance), at any time until September 2010, when all borrowings under the Revolver must be repaid.

The Company's lending agreements contain various restrictive covenants, including the requirement to maintain specified amounts of net worth and restrictions on cash dividends, borrowings, liens, investments, guarantees, and financial covenants. The Company is required to maintain consolidated net worth of $181.4 million plus 50% of net income and 75% of proceeds from any equity issued after January 24, 2003. The Company's consolidated net worth exceeded the covenant amount by $131.7 million as of May 27, 2007. The Company is required to maintain a consolidated leverage ratio of consolidated funded indebtedness to earnings before interest, taxes, depreciation and amortization ("EBITDA") of no more than 2.5 times. As of May 27, 2007, the Company maintained a consolidated leverage ratio of 1.02 times EBITDA. Lending agreements require that the Company maintain qualified consolidated tangible assets at least equal to the outstanding secured funded indebtedness. As of May 27, 2007, qualifying tangible assets equaled 2.68 times funded indebtedness. Under the most restrictive fixed charge coverage ratio, the sum of EBITDA and rental expense less cash taxes must be at least 1.35 times the sum of interest expense, rental expense, dividends and scheduled funded debt payments. As of May 27, 2007, the Company maintained such a fixed charge coverage ratio of 1.86 times.  Under the most restrictive provisions of the Company’s lending agreements, approximately $12.6 million of retained earnings was not restricted, as of May 27, 2007, as to the declaration of cash dividends or the repurchase of Company stock.  At May 25, 2007, the Company was in compliance with all covenants.

Cash and cash equivalents at May 27, 2007 totaled $121.0 million, a decrease of $18.5 million from November 30, 2006.  At May 27, 2007, the Company had total debt outstanding of $81.5 million, compared to $82.5 million at November 30, 2006, and approximately $129.7 million in unused committed and uncommitted credit lines available from foreign and domestic banks.  The Company's highest borrowing and the average borrowing levels during 2007 were $83.2 million and $81.6 million, respectively.

Management believes that cash flow from operations and current cash balances, together with currently available lines of credit, will be sufficient to meet operating requirements in 2007. The Company did not contribute to its U.S. defined benefit pension plan in the first half of 2007, and contributed $.7 million to its non-U.S. defined benefit pension plan in the first half of 2007.  The Company expects to contribute a total of $3.0 million to its U.S. plan and $.9 million to its non-U.S. plan in 2007.  The Company may make additional contributions in 2007 depending on the funded status of the plans and the requirements of the Pension Protection Act of 2006. 

Cash available from operations could be affected by any general economic downturn or any decline or adverse changes in the Company's business, such as a loss of customers or significant raw material price increases.  Management does not believe it likely that business or economic conditions will worsen or that costs will increase sufficiently to materially impact short-term liquidity.

 

21

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

The Company's contractual obligations and commercial commitments at May 27, 2007 are summarized as follows (in thousands):
 
 
 
Payments Due by Period
 
         
Less than
               
After 5
 
Contractual Obligations
 
Total
   
1 year
   
1-3 years
   
4-5 years
   
years
 
Long-term debt (a)
  $
81,508
    $
10,000
    $
33,348
    $
15,786
    $
22,374
 
 
                                       
Interest payments on debt (b)
   
15,753
     
2,835
     
5,432
     
2,691
     
4,795
 
 
                                       
Operating leases
   
31,183
     
3,630
     
6,809
     
4,821
     
15,923
 
 
                                       
Purchase obligations (c)
   
2,707
     
2,707
     
-
     
-
     
-
 
 
                                       
Total contractual obligations (d)
  $
131,151
    $
19,172
    $
45,589
    $
23,298
    $
43,092
 
 
   
Commitments Expiring Per Period
 
         
Less than
               
After
 
Contractual Commitments
 
Total
   
1 year
   
1-3 years
   
3-5 years
   
5 years
 
Standby letters of credit (e)
  $
1,946
    $
1,946
    $
-
    $
-
    $
-
 
                                         
Total commercial commitments (d)
  $
1,946
    $
1,946
    $
-
    $
-
    $
-
 

(a) Included in long-term debt is $2,438 outstanding under a foreign revolving credit facility, which is supported by the Revolver.
(b) Future interest payments related to debt obligations, excluding the Revolver and the industrial development bonds.
(c) Obligation to purchase sand which is resold or used in the Company's ready-mix operations in Hawaii.
(d) The Company has no capitalized lease obligations, unconditional purchase obligations or standby repurchases obligations.
(e) Not included are standby letters of credit totaling $16,067 supporting industrial development bonds with principal of $15,700.  The principal amount of the industrial development bonds is included in long-term debt.  The standby letters of credit are issued under the Revolver.

RESULTS OF OPERATIONS

General

Income from continuing operations totaled $14.8 million, or $1.63 per diluted share, on sales of $156.8 million for the quarter ended May 27, 2007, compared to income from continuing operations of $17.2 million, or $1.94 per diluted share, on sales of $132.7 million for the same period in 2006.  The Fiberglass-Composite Pipe and Infrastructure Products Groups reported higher sales and income due primarily to improved market conditions.  The Water Transmission Group reported higher sales and lower income due principally to the start-up costs related to the wind-tower production and lower pipe plant utilization due to soft pipe market conditions.  Income from continuing operations was lower in 2007 due primarily to a $9.0 million gain from the sale of property in 2006, partially offset by lower interest expense, and higher earnings from TAMCO, the Company’s 50%-owned steel venture in California.

Income from continuing operations totaled $23.1 million, or $2.55 per diluted share, on sales of $277.1 million for the six months ended May 27, 2007, compared to income from continuing operations of $21.0 million, or $2.38 per diluted share, on sales of $258.6 million for the same period in 2006.  The Fiberglass-Composite Pipe and Infrastructure Products Groups reported higher sales and income due primarily to improved market conditions.  The Water Transmission Group reported lower sales and a loss due to the timing of pipe projects and the start-up costs related to wind-tower production.  Income from continuing operations was higher in 2007 despite the $9.0 million gain from the sale of property in 2006, due to lower interest expenses, and higher earnings from TAMCO.  Equity in earnings of TAMCO increased by $4.7 million, compared to the same period in 2006.

Income from discontinued operations, net of taxes, totaled $1.0 million, or $.11 per diluted share for the quarter ended May 27, 2007, compared to $1.5 million, or $.17 per diluted share, for the same period in 2006.  Income from discontinued operations, net of taxes, totaled $1.1 million, or $.13 per diluted share, for the six months ended May 27, 2007, compared to $1.4 million, or $.15 per diluted share, for the same period in 2006. During the second quarter of 2007, one of the retained properties formerly used by the Coatings Business, was sold for a net gain of $1.0 million.  Discontinued operations generated sales of $61.0 million and $110.4 million, respectively, for the second quarter and six months ended June 4, 2006.

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AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
Sales

Sales increased $24.1 million in the second quarter of 2007, compared to the similar period in 2006.  Year-to-date sales increased $18.5 million, compared to the first six months of 2006.  Sales increased due to improved demand, price increases and continued growth in large-diameter wind-tower sales.

Fiberglass-Composite Pipe's sales increased $14.9 million, or 32.1%, in the second quarter and $24.8 million, or 29.9%, in the first six months of 2007, compared to the similar periods in 2006.  Sales from Asian operations increased $7.3 million and $16.4 million, respectively, for the second quarter and first six months of 2007, driven by increased activity in the industrial and marine segments.  Sales in Europe increased $2.5 million and $3.1 million, respectively, for the second quarter and first six months of 2007, due to growth in industrial and oil & gas markets.  Sales in the U.S. increased $5.1 and $5.3 million, respectively, for the second quarter and first six months of 2007, due to sales of fiberglass water piping and the continued demand for on-shore oilfield piping.  The strong demand for on-shore oilfield, offshore and marine piping continues to be driven by high oil prices and the high cost of steel piping, the principal substitute for fiberglass pipe.  The outlook for the Fiberglass Composite Pipe Group remains favorable.

Water Transmission Group's sales increased $5.4 million, or 14.1%, in the second quarter and decreased by $8.2 million, or 10.2%, in the first six months of 2007, compared to the similar periods in 2006.  The Group continued to be impacted by the sluggish pipe market in the western U.S. and the timing of projects.  In addition, the Group also had lower-than-expected wind-tower sales due to production start-up delays, related to the construction of a new wind-tower production facility.  Revenue is recognized in the Water Transmission Group primarily under the percentage-of-completion method and is subject to a certain level of estimation, which affects the timing of revenue recognition, costs and profits.  Estimates are reviewed on a consistent basis and are adjusted when actual results are expected to significantly differ from those estimates.  Market conditions for water pipe remain soft due to continuation of a cyclical slowdown in water infrastructure projects in the Company's markets.  However, the market for wind towers is robust.

Infrastructure Products' sales increased $4.8 million, or 9.7%, in the second quarter and $3.7 million, or 3.8%, in the first six months of 2007, compared to the similar periods in 2006.  Both the Pole Products and Hawaiian Divisions generated higher sales due primarily to selling price increases.  Although the housing market has softened, the outlook for the Infrastructure Products Group’s other construction markets remains firm.

Gross Profit

Gross profit in the second quarter of 2007 was $40.8 million, or 26.0% of sales, compared to $34.8 million, or 26.2% of sales, in the second quarter of 2006. Year-to-date gross profit in 2007 was $66.1 million, or 23.8% of sales, compared to $63.4 million, or 24.5% of sales, for the similar period of 2006.  Gross profit increased $6.0 million and $2.7 million, respectively, in the second quarter and the first six months of 2007, compared to the similar periods in 2006, primarily due to selling price increases and favorable product mix.

Fiberglass-Composite Pipe Group's gross profit increased $6.5 million in the second quarter and $9.7 million in the first six months of 2007, compared to the similar periods of 2006.  Profit margins were 36.4% in the second quarter and 33.9% in the first six months of 2007, compared to 34.0% for the second quarter and 32.3% for the six months of 2006.  Margins were higher in 2007 due to improvements in product and market mix and selling price increases.  Increased sales volume generated additional gross profit of $5.1 million and $8.0 million, respectively, for the quarter and the first six months of 2007, while favorable product mix generated additional gross profit of $1.5 million and $1.7 million, respectively, for the quarter and the first six months of 2007.

Water Transmission Group's gross profit decreased $1.0 million in the second quarter and $6.6 million in the first six months of 2007, compared to the similar periods of 2006.  Profit margins were 12.3% in the second quarter, and 8.9% in the first six months of 2007, compared to 16.6% for the second quarter, and 16.1% for the first six months of 2006.  Margins were lower in 2007 due to lower-than-expected wind-tower sales due to production start-up delays, related to the new facility.  Increased sales volume generated additional gross profit of $.9 million for the quarter, while lower year-to-date sales decreased profit by $1.3 million for the first six months of 2007.   Margins were unfavorably impacted by the mix of contract margins, start-up costs associated with the introduction of wind towers and lower efficiencies due to lower sales.  Lower margins reduced gross profit by $1.8 million and $5.2 million, respectively, for the quarter and the first six months of 2007.


 

23

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
 
Gross profit in the Infrastructure Products Group increased $2.6 million in the second quarter and $2.3 million in the first six months of 2007, compared to the similar periods of 2006.  Profit margins were 26.1% in the second quarter and 24.8% in the first six months of 2007, compared to 23.3% for the similar periods of 2006.  Margins were higher in 2007 due to improvements in product and market mix and selling price increases.  Increased sales volume generated additional gross profit of $1.1 million and $.9 million, respectively, for the quarter and the first six months of 2007, while favorable product mix generated additional gross profit of $1.5 million and $1.4 million, respectively, for the quarter and the first six months of 2007.
 
Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses totaled $26.0 million, or 16.6% of sales, in the second quarter of 2007, compared to $23.5 million, or 17.7% of sales, in the second quarter of 2006.  The $2.4 million increase related primarily to higher legal fees.  For the six months ended May 27, 2007, SG&A expenses totaled $47.5 million, or 17.1% of sales, compared to $46.5 million, or 18.0% of sales in the same period in 2006.  The $.8 million increase was primarily due to higher legal fees.

Other Income, Net

Other income was $.9 million in the second quarter of 2007, a decrease of $8.4 million compared to the second quarter of 2006.  Other income was $2.0 million for the six months ended May 27, 2007, a decrease of $7.4 million compared to the similar period in 2006.  The decreases were due primarily to a $9.0 million gain on sale of property in 2006.  Other income included royalties and fees from licensees, foreign currency transaction adjustments, and other miscellaneous income.

Interest

There was no net interest expense in the second quarter of 2007, compared to net interest expense of $1.0 million in the second quarter of 2006. Net interest income was $.3 million for the first six months of 2007, compared to net interest expense of $1.9 million in the first six months of 2006.  The increase in net interest income was due to higher interest income from short-term investments, higher cash balances and lower debt levels.

Provision for Income Taxes

Income taxes decreased to $5.1 million in the second quarter of 2007 from $6.2 million in the second quarter of 2006. Income taxes decreased to $7.1 million in the first six months of 2007, compared to $7.9 million in the comparable period of 2006. The effective tax rate increased to 33.7% in first six months of 2007, from 32.6% for the same period of 2006. The effective tax in 2006 was reduced by tax benefits of $1.1 million recorded in the second quarter of 2006 primarily as a result of settlements of the 1996 – 1998 and 1999 – 2002 IRS examinations and approval of the Company's research and development credit refund claims by the Congressional Joint Committee on Taxation. The effective tax rate for the first six months of 2007 is based on forecasted full-year earnings and the anticipated mix of d