ameron_10q209.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 31, 2009
 
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, a non-accelerated filer or a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company ¨

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 9,215,491 on May 31, 2009.  No other class of Common Stock exists.
 


 
AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
 
FORM 10-Q
 
For the Quarter Ended May 31, 2009
 
Table of Contents
 
 

 
 
3
 
 
3
 
 
18
 
 
25
 
 
25
 
 
26
 
 
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27
 
 
28
 
 
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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 31,
   
June 1,
   
May 31,
   
June 1,
 
(Dollars in thousands, except per share data)
 
2009
   
2008
   
2009
   
2008
 
Sales
 
$
132,920
   
$
159,793
   
$
278,922
   
$
309,562
 
Cost of sales
   
(96,370
)
   
(120,047
)
   
(207,451
)
   
(236,364
)
Gross profit
   
36,550
     
39,746
     
71,471
     
73,198
 
                                 
Selling, general and administrative expenses
   
(25,877
)
   
(25,865
)
   
(52,285
)
   
(51,667
)
Other income, net
   
2,431
     
575
     
2,902
     
3,550
 
Income before interest, income taxes and equity in (loss)/earnings of joint venture
   
13,104
     
14,456
     
22,088
     
25,081
 
Interest (expense)/income, net
   
(148
)
   
142
     
(319
   
431
 
Income before income taxes and equity in (loss)/earnings of joint venture
   
12,956
     
14,598
     
21,769
     
25,512
 
Provision for income taxes
   
(1,975
)
   
(5,000
)
   
(4,619
)
   
(8,929
)
Income before equity in (loss)/earnings of joint venture
   
10,981
     
9,598
     
17,150
     
16,583
 
Equity in (loss)/earnings of joint venture, net of taxes
   
(1,555
   
6,735
     
(3,898
   
9,487
 
Net income
 
$
9,426
   
$
16,333
   
$
13,252
   
$
26,070
 
                                 
Basic net income per share
 
$
1.03
   
$
1.79
   
$
1.45
   
$
2.86
 
                                 
Diluted net income per share
 
$
1.03
   
$
1.78
   
$
1.44
   
$
2.85
 
                                 
Weighted-average shares (basic)
   
9,171,645
     
9,132,172
     
9,159,161
     
9,110,712
 
Weighted-average shares (diluted)
   
9,185,143
     
9,186,649
     
9,172,470
     
9,151,897
 
                                 
Cash dividends per share
 
$
.30
   
$
.30
   
$
.60
   
$
.55
 

 
The accompanying notes are an integral part of these consolidated financial statements.
 

3

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS – ASSETS (UNAUDITED)

   
May 31,
   
November 30,
 
(Dollars in thousands)
 
2009
   
2008
 
ASSETS
           
             
Current assets
           
Cash and cash equivalents
 
$
185,580
   
$
143,561
 
Receivables, less allowances of $6,343 in 2009 and $7,009 in 2008
   
138,689
     
181,961
 
Inventories
   
81,543
     
95,645
 
Deferred income taxes
   
26,605
     
25,582
 
Prepaid expenses and other current assets
   
10,572
     
10,053
 
                 
Total current assets
   
442,989
     
456,802
 
                 
Investments in joint ventures
               
Equity method
   
20,115
     
14,428
 
Cost method
   
3,784
     
3,784
 
                 
Property, plant and equipment
               
Land
   
42,479
     
38,679
 
Buildings
   
94,089
     
85,555
 
Machinery and equipment
   
317,666
     
306,177
 
Construction in progress
   
43,319
     
37,386
 
                 
Total property, plant and equipment at cost
   
497,553
     
467,797
 
Accumulated depreciation
   
(270,850
)
   
(261,635
)
                 
Total property, plant and equipment, net
   
226,703
     
206,162
 
Deferred income taxes
   
4,763
     
4,763
 
Goodwill and intangible assets, net of accumulated amortization of $1,228 in 2009 and $1,197 in 2008
   
2,098
     
2,108
 
Other assets
   
38,512
     
38,275
 
                 
Total assets
 
$
738,964
   
$
726,322
 

 
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 31,
   
November 30,
 
(Dollars in thousands, except per share data)
 
2009
   
2008
 
LIABILITIES AND STOCKHOLDERS' EQUITY
           
             
Current liabilities
           
Current portion of long-term debt
 
$
17,056
   
$
16,763
 
Trade payables
   
46,037
     
52,613
 
Accrued liabilities
   
75,454
     
79,538
 
Income taxes payable
   
12,355
     
10,443
 
                 
Total current liabilities
   
150,902
     
159,357
 
                 
Long-term debt, less current portion
   
37,334
     
35,989
 
Other long-term liabilities
   
53,207
     
53,856
 
                 
Total liabilities
   
241,443
     
249,202
 
                 
Commitments and contingencies
               
                 
Stockholders' equity
               
Common Stock, par value $2.50 per share, authorized 24,000,000 shares, outstanding 9,215,491 shares in 2009 and 9,188,692 shares in 2008, net of treasury shares
   
29,920
     
29,805
 
Additional paid-in capital
   
57,512
     
54,447
 
Retained earnings
   
486,699
     
478,968
 
Accumulated other comprehensive loss
   
(20,993
)
   
(31,475
)
Treasury Stock (2,752,701 shares in 2009 and 2,733,300 shares in 2008)
   
(55,617
)
   
(54,625
)
                 
Total stockholders' equity
   
497,521
     
477,120
 
                 
Total liabilities and stockholders' equity
 
$
738,964
   
$
726,322
 

 
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 31,
   
June 1,
 
(Dollars in thousands)
 
2009
   
2008
 
OPERATING ACTIVITIES
               
Net income
 
$
13,252
   
$
26,070
 
Adjustments to reconcile net income to net cash provided by/(used in) operating activities:
               
Depreciation
   
10,657
     
9,688
 
Amortization
   
19
     
71
 
Loss/(earnings in excess of distributions) from joint ventures
   
4,313
     
(5,435
)
Loss from sale of property, plant and equipment
   
16
     
22
 
Stock compensation expense
   
2,362
     
3,633
 
Changes in operating assets and liabilities:
               
Receivables, net
   
45,120
     
28,767
 
Inventories
   
15,873
     
(2,959
)
Prepaid expenses and other current assets
   
(246
   
(2,021
)
Other assets
   
(87
)
   
(5,296
)
Trade payables
   
(7,675
)
   
838
 
Accrued liabilities and income taxes payable
   
(3,637
   
(30,966
)
Other long-term liabilities and deferred income taxes
   
(1,221
)
   
13,456
 
Net cash provided by operating activities
   
78,746
     
35,868
 
                 
INVESTING ACTIVITIES
               
Proceeds from sale of property, plant and equipment
   
431
     
1,433
 
Additions to property, plant and equipment
   
(26,471
)
   
(28,638
)
Investment in joint venture
   
(10,000
)
   
-
 
Net cash used in investing activities
   
(36,040
)
   
(27,205
)
                 
FINANCING ACTIVITIES
               
Issuance of debt
   
427
     
-
 
Repayment of debt
   
-
     
(4,001
)
Dividends on common stock
   
(5,521
)
   
(5,038
)
Issuance of common stock
   
(1
   
810
 
Excess tax benefits related to stock-based compensation
   
819
     
1,251
 
Purchase of treasury stock
   
(992
)
   
(2,754
)
Net cash used in financing activities
   
(5,268
)
   
(9,732
)
                 
Effect of exchange rate changes on cash and cash equivalents
   
4,581
     
5,217
 
Net change in cash and cash equivalents
   
42,019
     
4,148
 
Cash and cash equivalents at beginning of period
   
143,561
     
155,433
 
                 
Cash and cash equivalents at end of period
 
$
185,580
   
$
159,581
 

 
 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, such financial statements contain all adjustments, including normal recurring accruals, which, in the opinion of Management, are necessary for the fair statement of the consolidated financial position of Ameron International Corporation and all subsidiaries (the "Company" or "Ameron" or the "Registrant") as of May 31, 2009, and consolidated results of operations and cash flows for the six months ended May 31, 2009.  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 31, 2009 and June 1, 2008 consisted of 91 days each.  The six months ended May 31, 2009 and June 1, 2008 consisted of 182 days and 184 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, 2008 ("2008 Annual Report").
 
 
NOTE 2 – RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“SFAS”) No. 157, “Fair Value Measurements.”  SFAS No. 157 establishes a framework for measuring fair value in accordance with U.S. generally accepted accounting principles, and expands disclosure about fair value measurements.  SFAS No. 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007.  Relative to SFAS No. 157, the FASB issued FASB Staff Position (“FSP”) FASB Statements (“FAS”) 157-1, FAS 157-2 and FAS 157-3 in 2008.  FSP FAS 157-1 amends SFAS No. 157 to exclude SFAS No. 13, “Accounting for Leases,” and its related interpretive accounting pronouncements that address leasing transactions.  FSP FAS 157-2 delays the effective date of SFAS No. 157 to fiscal years beginning after November 15, 2008 for all non-financial assets and non-financial liabilities, except those that are recognized or disclosed at fair value in the financial statements on a recurring basis.  FSP FAS 157-3 clarifies how SFAS No. 157 should be applied when valuing securities in markets that are not active.  The Company adopted SFAS No. 157, as amended, effective December 1, 2007 with the exception of the application of SFAS No. 157 to non-recurring, non-financial assets and non-financial liabilities which was adopted as of December 1, 2008.  The adoption of SFAS No. 157 did not have a significant impact on the Company’s financial results of operations or financial position.

In September 2006, the FASB issued Emerging Issues Task Force (“EITF”) Issue No. 06-4, “Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements,” effective for fiscal years beginning after December 15, 2007.  EITF Issue No. 06-4 requires that, for split-dollar life insurance arrangements providing a benefit to an employee extending to postretirement periods, an employer should recognize a liability for future benefits in accordance with SFAS No. 106.  EITF Issue No. 06-4 requires that recognition of the effects of adoption should be either by (a) a change in accounting principle through a cumulative-effect adjustment to retained earnings as of the beginning of the year of adoption or (b) a change in accounting principle through retrospective application to all prior periods.  The Company adopted EITF Issue No. 06-4 as of December 1, 2008, and adoption did not have a material effect on the Company’s consolidated financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment of FASB Statement No. 133,” effective for fiscal years beginning after November 15, 2008, with early application encouraged.  SFAS No. 161 amends and expands the disclosure requirements for derivative instruments and hedging activities by requiring enhanced disclosures about how and why the Company uses derivative instruments, how derivative instruments and related hedged items are accounted for, and how derivative instruments and related hedged items affect the Company’s financial position, financial performance and cash flows.  The Company adopted SFAS No. 161 as of December 1, 2008, and adoption did not have a material effect on the Company’s consolidated financial statements.

7

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
In June 2008, the FASB issued FSP EITF 03-6-1, “Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities,” which addresses whether unvested instruments granted in share-based payment transactions that contain nonforfeitable rights to dividends or dividend equivalents are participating securities subject to the two-class method of computing earnings per share under SFAS No. 128, “Earnings Per Share.”  FSP EITF 03-6-1 is effective for financial statements issued for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008.  Earlier adoption is prohibited.  The adoption of FSP EITF 03-6-1 is not expected to have a material effect on the Company’s consolidated financial statements.

In December 2008, the FASB issued FSP FAS 132(R)-1, “Employers’ Disclosures about Postretirement Benefit Plan Assets,” amending SFAS No. 132(R), “Employers’ Disclosures about Pensions and Other Postretirement Benefits,” effective for fiscal years ending after December 15, 2009.  FSP FAS 132(R)-1 requires an employer to disclose investment policies and strategies, categories, fair value measurements, and significant concentration of risk among its postretirement benefit plan assets.  The adoption of FSP FAS 132(R)-1 is not expected to have a material effect on the Company’s consolidated financial statements.

In April 2009, the FASB issued FSP FAS 107-1 and Accounting Principles Board (“APB”) 28-1 which amended SFAS No. 107, “Disclosures about Fair Value of Financial Instruments,” to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements.  FSP FAS 107-1 and APB 28-1 also amend APB Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods.  FSP FAS 107-1 and APB 28-1 shall be effective for interim reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  The Company will adopt FSP FAS 107-1 and APB 28-1 in its third quarter of 2009, and adoption is not expected to have a material effect on the Company’s consolidated financial statements.

In June 2009, the FASB issued SFAS No. 167, “Amendments to FASB Interpretation No. 46(R).”  SFAS No. 167 was issued to amend FASB Interpretation No. 46(R) to require an enterprise to perform an analysis to determine whether the enterprise’s variable interest or interests give it a controlling financial interest in a variable interest entity.  SFAS No. 167 shall be effective as of the Company’s first annual reporting period and interim reporting periods beginning after November 15, 2009.  Earlier application is prohibited.  The first such reporting period for the Company will be the fiscal year beginning December 1, 2009.  The Company is evaluating whether the adoption of SFAS No. 167 will have a material effect on its consolidated financial statements.

 
NOTE 3 - RECEIVABLES

The Company’s receivables consisted of the following:
   
May 31,
   
November 30,
 
(In thousands)
 
2009
   
2008
 
Trade
 
$
116,889
   
$
155,061
 
Joint ventures
   
1,406
     
1,380
 
Other
   
26,737
     
32,529
 
Allowances
   
(6,343
)
   
(7,009
)
   
$
138,689
   
$
181,961
 

Trade receivables included unbilled receivables related to percentage-of-completion revenue recognition of $33,919,000 and $24,706,000 at May 31, 2009 and November 30, 2008, respectively.

 
NOTE 4 – INVENTORIES

Inventories are stated at the lower of cost or market.  Inventories consisted of the following:

   
May 31,
   
November 30,
 
(In thousands)
 
2009
   
2008
 
Finished products
 
$
39,389
   
$
44,033
 
Materials and supplies
   
21,176
     
33,485
 
Products in process
   
20,978
     
18,127
 
   
$
81,543
   
$
95,645
 


8

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTE 5 – SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION

Supplemental cash flow information included the following:
   
Six Months Ended
 
   
May 31,
   
June 1,
 
(In thousands)
 
2009
   
2008
 
Interest paid
 
$
681
   
$
1,181
 
Income taxes paid
   
5,497
     
8,588
 


NOTE 6 – 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 31,
   
June 1,
   
May 31,
   
June 1,
 
(In thousands)
 
2009
   
2008
   
2009
   
2008
 
Net sales
 
$
22,460
   
$
135,742
   
$
40,257
   
$
218,458
 
Gross (loss)/profit
   
(3,645
   
28,976
     
(11,278
   
42,799
 
Net (loss)/income
   
(3,442
   
14,900
     
(8,626
   
20,989
 
                                 

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.  Earnings from ASAL and BL, if any, are included in other income, net.
 
Earnings and dividends from the Company's joint ventures were as follows:
 
   
Three Months Ended
   
Six Months Ended
 
   
May 31,
   
June 1,
   
May 31,
   
June 1,
 
(In thousands)
 
2009
   
2008
   
2009
   
2008
 
Earnings from joint ventures
                       
Equity (loss)/earnings of TAMCO before income taxes
 
$
(1,721
 
$
7,450
   
$
(4,313
 
$
10,495
 
Less benefit/(provision) for income taxes
   
166
     
(715
)
   
415
     
(1,008
)
Equity (loss)/earnings of TAMCO, net of taxes
 
$
(1,555
 
$
6,735
   
$
(3,898
 
$
9,487
 
Dividends received from joint ventures
                               
TAMCO
 
$
-
   
$
4,510
   
$
-
   
$
5,060
 
ASAL
   
-
     
-
     
-
     
1,496
 
BL
   
2,207
     
-
     
2,207
     
-
 

TAMCO’s shareholders made a $20,000,000 capital contribution to TAMCO in February, 2009.  The Company’s share of the funding from TAMCO’s shareholders totaled $10,000,000.  The Company continues to have a 50% ownership interest in TAMCO and accounts for its investment under the equity method of accounting.  TAMCO’s primary source of external financing is currently a $35,000,000 credit facility, of which $15,000,000 was utilized as of May 31, 2009.  TAMCO is in violation of its debt covenants.  As a result, the Company expects to provide additional funding to TAMCO in the third quarter of 2009.  To resolve the default, TAMCO’s shareholders intend to provide funding of up to $30,000,000 in the form of shareholder loans of which the Company’s share would be up to $15,000,000.  In addition, TAMCO’s lender will provide a credit facility of $10,000,000.  The terms of TAMCO’s revised credit facility would prohibit TAMCO from paying dividends to its shareholders until the expiration of the facility.
 
 
NOTE 7 – 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. 

9

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
The computations of earnings per share for the quarter and six months ended May 31, 2009 do not include 45,138 shares reserved for issuance upon exercise of stock options and for restricted shares because their inclusion would have been anti-dilutive. The computations of earnings per share for the quarter and six months ended June 1, 2008 do not include 3,000 and 22,802 shares, respectively, reserved for issuance upon exercise of stock options and for restricted shares because their inclusion would have been anti-dilutive.  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 31,
   
June 1,
   
May 31,
   
June 1,
 
(In thousands, except per share data)
 
2009
   
2008
   
2009
   
2008
 
Numerator:
                       
Net income
 
$
9,426
   
$
16,333
   
$
13,252
   
$
26,070
 
                                 
Denominator for basic income per share:
                               
Weighted-average shares outstanding, basic
   
9,171,645
     
9,132,172
     
9,159,161
     
9,110,712
 
                                 
Denominator for diluted income per share:
                               
Weighted-average shares outstanding, basic
   
9,171,645
     
9,132,172
     
9,159,161
     
9,110,712
 
Dilutive effect of stock options and restricted stock
   
13,498
     
54,477
     
13,309
     
41,185
 
Weighted-average shares outstanding, diluted
   
9,185,143
     
9,186,649
     
9,172,470
     
9,151,897
 
                                 
Basic net income per share
 
$
1.03
   
$
1.79
   
$
1.45
   
$
2.86
 
                                 
Diluted net income per share
 
$
1.03
   
$
1.78
   
$
1.44
   
$
2.85
 
 
NOTE 8 – COMPREHENSIVE INCOME

Comprehensive income was as follows:
   
Three Months Ended
   
Six Months Ended
 
   
May 31,
   
June 1,
   
May 31,
   
June 1,
 
(In thousands)
 
2009
   
2008
   
2009
   
2008
 
Net income
 
$
9,426
   
$
16,333
   
$
13,252
   
$
26,070
 
Foreign currency translation adjustment
   
13,884
     
2,448
     
10,482
     
7,250
 
Comprehensive income
 
$
23,310
   
$
18,781
   
$
23,734
   
$
33,320
 
 
NOTE 9 – DEBT

The Company's long-term debt consisted of the following:
   
May 31,
   
November 30,
 
(In thousands)
 
2009
   
2008
 
Fixed-rate notes:
               
5.36%, payable in annual principal installments of $10,000
 
$
10,000
   
$
10,000
 
4.25%, payable in Singapore dollars, in annual principal installments of $7,056
   
28,223
     
27,052
 
Variable-rate industrial development bonds:
               
payable in 2016 (1.05% at May 31, 2009)
   
7,200
     
7,200
 
payable in 2021 (1.05% at May 31, 2009)
   
8,500
     
8,500
 
Variable-rate bank revolving credit facility (10.15% at May 31, 2009)
   
467
     
-
 
Total long-term debt
   
54,390
     
52,752
 
Less current portion
   
(17,056
)
   
(16,763
)
Long-term debt, less current portion
 
$
37,334
   
$
35,989
 

The Company maintains a $100,000,000 revolving credit facility with six banks (the "Revolver").  At May 31, 2009, $18,167,000 of the Revolver was utilized for standby letters of credit; therefore, $81,833,000 was available under the Revolver.  Under the Revolver, the Company may, at its option, borrow up to the available amount at floating interest rates (LIBOR plus a spread ranging from .75% to 1.625%, based on the Company's financial condition and performance), at any time until September 2010, when all borrowings under the Revolver must be repaid.

10

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
The lending agreements contain various restrictive covenants, including the requirement to maintain specified amounts of net worth and restrictions on cash dividends, borrowings, liens, capital expenditures, investments, guarantees, and financial covenants.  The Company was in compliance with all covenants as of May 31, 2009.  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 development 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 the Securities Industry and Financial Markets Association (“SIFMA”) Index plus a spread of .60%.  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.


NOTE 10 – 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.  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 are not allocated to the reportable segments, 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.
 
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 31,
   
June 1,
   
May 31,
   
June 1,
 
(In thousands)
 
2009
   
2008
   
2009
   
2008
 
Sales
                       
Fiberglass-Composite Pipe
 
$
55,532
   
$
69,388
   
$
112,273
   
$
135,231
 
Water Transmission
   
42,251
     
44,026
     
93,794
     
85,010
 
Infrastructure Products
   
35,147
     
46,791
     
72,866
     
90,119
 
Eliminations
   
(10
)
   
(412
)
   
(11
)
   
(798
)
Total Sales
 
$
132,920
   
$
159,793
   
$
278,922
   
$
309,562
 
                                 
Income Before Interest, Income Taxes and Equity in (Loss)/Earnings of Joint Venture
                               
Fiberglass-Composite Pipe
 
$
16,490
   
$
17,865
   
$
31,136
   
$
34,500
 
Water Transmission
   
2,182
     
(1,775
   
2,695
     
(5,714
Infrastructure Products
   
3,059
     
6,640
     
6,843
     
12,934
 
Corporate and unallocated
   
(8,627
)
   
(8,274
   
(18,586
)
   
(16,639
)
Total Income Before Interest, Income Taxes and Equity in (Loss)/Earnings of Joint Venture
 
$
13,104
   
$
14,456
   
$
22,088
   
$
25,081
 
 
   
May 31,
   
November 30,
 
(In thousands)
 
2009
   
2008
 
Assets
               
Fiberglass-Composite Pipe
 
$
286,905
   
$
303,672
 
Water Transmission
   
198,771
     
235,664
 
Infrastructure Products
   
97,186
     
107,792
 
Corporate and unallocated
   
305,630
     
227,543
 
Eliminations
   
(149,528
)
   
(148,349
)
Total Assets
 
$
738,964
   
$
726,322
 
 

11

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTE 11 – COMMITMENTS AND CONTINGENCIES

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 its subsidiary, Ameron B.V., 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 Ameron B.V.  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 440,000,000 Canadian dollars, a figure which the Company and Ameron B.V. contest.  This matter is in discovery, and no trial date has yet been established.  The Company is vigorously defending itself in this action.  Based upon the information available to it at this time, the Company is not able to estimate the possible range of loss with respect to this case.

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.  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.  Although this matter is still in discovery, trial is currently scheduled to commence on October 26, 2009.  The Company is vigorously defending itself in this action.  Based upon the information available to it at this time, the Company is not able to estimate the possible range of loss with respect to this case.

In July 2004, BP America Production Company (“BP America”) brought an action against the Company in the 24th Judicial District Court, Parish of Jefferson, Louisiana in connection with fiberglass pipe sold by the Company for installation in four offshore platforms constructed for BP America.  The plaintiff seeks damages allegedly sustained by it resulting from claimed defects in such pipe.  BP America’s petition as filed alleged a claim against the Company for rescission, products liability, negligence, breach of contract and warranty and for damages in an amount of not less than $20,000,000, a figure which the Company contests.  This matter is in discovery, and no trial date has yet been established.  The Company is vigorously defending itself in this action.  Based upon the information available to it at this time, the Company is not able to estimate the possible range of loss with respect to this case.

In June 2006, the Cawelo, California Water District (“Cawelo”) brought an action against the Company in Kern County Superior Court, California in connection with  concrete pipe sold by the Company in 1995 for a wastewater recovery pipeline in such county.  Cawelo seeks damages allegedly sustained by it resulting from the failure of such pipe in 2004.  Cawelo’s petition as filed alleged a claim against the Company for products liability, negligence, breach of express warranty and breach of written contract and for damages in an amount of not less than $8,000,000, a figure which the Company contests.  This matter is in discovery, and no trial date has yet been established.  The Company is vigorously defending itself in this action.  Based upon the information available to it at this time, the Company is not able to estimate the possible range of loss with respect to this case.

The Company is a defendant in a number of 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.  As of May 31, 2009, the Company was a defendant in 26 asbestos-related cases, compared to 24 cases as of March 1, 2009.  During the quarter ended May 31, 2009, there were five new asbestos-related cases, one case dismissed, two cases settled, no judgments and aggregate net costs and expenses of $141,000.  Based upon the information available to it at this time, the Company is not able to estimate the possible range of loss with respect to these cases.

In December, 2008, the Company received from the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) a Requirement To Furnish Information regarding transactions involving Iran.  The Company intends to cooperate fully with OFAC on this matter.  With the assistance of outside counsel, the Company is conducting an internal inquiry to enable it to respond to OFAC.  In the six months ended May 31, 2009, the Company incurred $2,400,000 for legal and professional fees in connection with this inquiry.  Based upon the information available to it at this time, the Company is not able to predict the outcome of this matter.  If the Company violated governmental regulations, material fines and penalties could be imposed.
 
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 results of operations.

12

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
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 results of operations if disposed of unfavorably. 

 
NOTE 12 – 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 31,
   
June 1,
 
(In thousands)
 
2009
   
2008
 
Balance, beginning of period
 
$
3,238
   
$
3,590
 
Payments
   
(1,992
)
   
(534
)
Warranties issued during the period
   
1,699
     
(676
Balance, end of period
 
$
2,945
   
$
2,380
 


NOTE 13 – GOODWILL

Changes in the Company’s carrying amount of goodwill by business segment were as follows:
         
Foreign
       
         
Currency
       
   
November 30,
   
Translation
   
May 31,
 
(In thousands)
 
2008
   
Adjustments
   
2009
 
Fiberglass-Composite Pipe
 
$
1,440
   
$
-
   
$
1,440
 
Water Transmission
   
360
     
3
     
363
 
Infrastructure Products
   
201
     
-
     
201
 
   
$
2,001
   
$
3
   
$
2,004
 


NOTE 14 – INCENTIVE STOCK COMPENSATION PLANS

As of May 31, 2009, the Company had outstanding grants under the following share-based compensation plans:

·     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.  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 date of grant.  Such options vested in equal annual installments over four years.  Such options terminate ten years from the date of grant.

·     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 and terminate ten years from the date of grant.  Key employees and non-employee directors were granted restricted stock under the 2004 Plan.  Such restricted stock grants typically vest in equal annual installments over three years.  During the six months ended May 31, 2009, the Company granted 16,200 restricted shares to key employees with a fair value on the grant date of $806,000 and 12,000 restricted shares to non-employee directors with a fair value on the grant date of $575,000.  During the six months ended June 1, 2008, the Company granted 19,000 restricted shares to key employees with a fair value on the grant date of $1,976,000 and 7,200 restricted shares and 3,802 stock options to non-employee directors with fair values on the grant dates of $675,000 and $101,000, respectively.

13

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
In addition to the above, in 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 31, 2009, there were 7,000 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 31, 2009 and June 1, 2008 included compensation expenses of $1,347,000 and $1,777,000, respectively, related to stock-based compensation arrangements.  Tax benefits related to these expenses were $525,000 and $693,000, respectively.  For the six months ended May 31, 2009 and June 1, 2008, compensation expenses were $2,362,000 and $3,633,000, respectively, related to stock-based compensation arrangements.  Tax benefits related to these expenses were $921,000 and $1,417,000, respectively.  There were no capitalized share-based compensation costs for the three and six months ended May 31, 2009 and June 1, 2008.

The following table summarizes the stock option activity for the six months ended May 31, 2009:
               
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, 2008
   
36,302
   
$
37.61
             
Granted
   
-
     
-
             
Exercised
   
-
     
-
             
Outstanding at May 31, 2009
   
36,302
     
37.61
     
4.11
   
$
822
 
                                 
Options exercisable at May 31, 2009
   
33,451
     
32.18
     
3.72
   
$
822
 

For the three and six months ended May 31, 2009, no options were granted, forfeited or expired.  For the three and six months ended June 1, 2008, 3,802 options were granted and no options were 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 Common Stock on the last trading day of the second quarter of 2009 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 Common Stock.  The aggregate intrinsic value of stock options exercised during the three and six months ended June 1, 2008 were $87,000 and $1,789,000, respectively.  As of May 31, 2009, unrecognized compensation cost related to stock-based compensation arrangements totaled $3,839,000, which is expected to be recognized over a weighted-average period of 2.75 years.

For the three and six months ended May 31, 2009, 12,000 and 28,200 shares of restricted stock were granted.  The weighted-average grant-date, fair value of such restricted stock was $47.90 and $49.29 per share, respectively.  The fair value of restricted stock, which vested during the three and six months ended May 31, 2009, was $326,000 and $2,678,000, respectively.  For the three and six months ended June 1, 2008, 10,200 and 26,200 shares of restricted stock, respectively were granted.  The weighted-average grant-date, fair value of such restricted stock was $99.21 and $101.70 per share, respectively.  The fair value of restricted stock, which vested during the three and six months ended June 1, 2008, was $356,550 and $5,844,000, respectively.  

Net cash proceeds from the exercise of stock options during the three and six months ended June 1, 2008 was $50,000 and $810,000, respectively.  The Company's policy is to issue shares from its authorized shares upon the exercise of stock options.

14

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

NOTE 15 – EMPLOYEE BENEFIT PLANS

For the three and six months ended May 31, 2009 and June 1, 2008, net pension and postretirement costs were comprised of the following:

Employee Benefit Plans (Three Months Ended May 31, 2009 and June 1, 2008)
                           
U.S. Postretirement
 
   
Pension Benefits
   
Benefits
 
   
U.S. Plans
   
Non-U.S. Plans
             
(In thousands)
 
2009
   
2008
   
2009
   
2008
   
2009
   
2008
 
Service cost
 
$
690
   
$
744
   
$
67
   
$
110
   
$
20
   
$
24
 
Interest cost
   
3,089
     
2,888
     
561
     
636
     
56
     
52
 
Expected return on plan assets
   
(2,860
)
   
(3,928
)
   
(404
)
   
(423
)
   
(7
)
   
(8
)
Amortization of unrecognized
                                               
prior service cost
   
18
     
29
     
66
     
77
     
5
     
5
 
Amortization of unrecognized
                                               
net transition obligation
   
-
     
-
     
-
     
-
     
12
     
12
 
Amortization of accumulated loss
   
1,451
     
284
     
(167
   
-
     
1
     
3
 
Net periodic cost
 
$
2,388
   
$
17
   
$
123
   
$
400
   
$
87
   
$
88
 
 
Employee Benefit Plans (Six Months Ended May 31, 2009 and June 1, 2008)
                           
U.S. Postretirement
 
   
Pension Benefits
   
Benefits
 
   
U.S. Plans
   
Non-U.S. Plans
             
(In thousands)
 
2009
   
2008
   
2009
   
2008
   
2009
   
2008
 
Service cost
 
$
1,380
   
$
1,488
   
$
134
   
$
220
   
$
40
   
$
48
 
Interest cost
   
6,178
     
5,776
     
1,122
     
1,272
     
112
     
104
 
Expected return on plan assets
   
(5,720
)
   
(7,856
)
   
(808
)
   
(846
)
   
(14
)
   
(16
)
Amortization of unrecognized
                                               
prior service cost
   
36
     
58
     
132
     
154
     
10
     
10
 
Amortization of unrecognized
                                               
net transition obligation
   
-
     
-
     
-
     
-
     
24
     
24
 
Amortization of accumulated loss
   
2,902
     
568
     
(334
   
-
     
2
     
6
 
Net periodic cost
 
$
4,776
   
$
34
   
$
246
   
$
800
   
$
174
   
$
176
 

The Company contributed $2,500,000 to the non-U.S. pension plans and did not make any material contributions to the U.S. pension plan in the first six months of 2009.  The Company expects to contribute up to $8,500,000 to its U.S pension plan and an additional $90,000 to its non-US pension plans during the remainder of 2009.


NOTE 16 – PROVISION FOR INCOME TAXES

Income taxes decreased to $1,975,000 in the second quarter of 2009, from $5,000,000 in the same period of 2008.  Income taxes decreased to $4,619,000 in the first six months of 2009 from $8,929,000 in the comparable period in 2008.  The effective tax rate decreased to 21.0% in 2009, from 35.0% in 2008.  The effective rate in 2009 was reduced by tax benefits of $1,476,000 recorded in the second quarter of 2009 of which $1,199,000 was associated with the adjustment to a deferred tax liability related to earnings and profits from the Company’s New Zealand subsidiary and $277,000 was related to a decrease in the valuation allowance related to net operating losses of the Company’s Netherlands subsidiary.  This $1,199,000 represented a correction of an amount recorded in prior period financial statements.  Management believes this amount to be immaterial to prior interim and annual financial statements.  The effective tax rates for the first six months of 2009 and 2008 were based on forecasted full-year earnings and the anticipated mix of domestic and foreign earnings and the above discrete items.  Income from certain foreign operations and joint ventures is taxed at rates that are lower than the U.S. statutory tax rates.  The effective tax rate for the first half of 2009 is not necessarily indicative of the tax rate for the full fiscal year.

15

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
At May 31, 2009, the total amount of gross unrecognized tax benefits, excluding interest, was $8,199,000.  This amount is not reduced for offsetting benefits in other tax jurisdictions and for the benefit of future tax deductions that would arise as a result of settling such liabilities as recorded.  Of this amount, $4,420,000 would reduce the Company’s income tax expense and effective tax rate, after giving effect to offsetting benefits from other tax jurisdictions and resulting future deductions.  At November 30, 2008, the total amount of gross unrecognized tax benefits, excluding interest, was $7,416,000.

The Company anticipates that it is reasonably possible that the total amount of unrecognized tax benefits may significantly change within the succeeding 12 months as a result of the expiration of certain state statutes of limitations for examination and the settlement of certain state audits.  The Company estimates that these events could reasonably result in a possible decrease in unrecognized tax benefits of $1,315,000.

The Company accrues interest and penalties related to unrecognized tax benefits as income tax expense.  Accruals totaling $1,359,000 were recorded as a liability in the Company’s consolidated balance sheet at May 31, 2009, compared to $1,098,000 as of November 30, 2008.

The Company’s federal income tax returns remain subject to examination for the 2007 and forward tax years.  The Company files multiple state income tax returns, including California, Hawaii, Arizona and Texas, with open statutes ranging from 2000 through 2008.  The Company also files multiple foreign income tax returns and remains subject to examination in major foreign jurisdictions, including the Netherlands, Singapore and Malaysia, for years ranging from 1996 through 2008.


NOTE 17 – FAIR VALUE MEASURMENTS

As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).  The Company utilizes market data or assumptions that the Company believes market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique.  These inputs can be readily observable, market corroborated or generally unobservable.

The Company primarily applies the market approach for recurring fair value measurements and endeavors to utilize the best available information.  Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  The Company is able to classify fair value balances based on the observability of those inputs.

SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurement) and the lowest priority to unobservable inputs (Level 3 measurement).  The three levels of the fair value hierarchy defined by SFAS No. 157 are as follows:
 
Level 1
Quoted prices are available in active markets for identical assets or liabilities as of the reporting date.  Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis.  Level 1 primarily consists of financial instruments such as exchange-traded derivatives, listed equities and U.S. government treasury securities.
 
Level 2
Pricing inputs are other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.  Level 2 includes those financial instruments that are valued using models or other valuation methodologies.  These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures.  Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace.  Instruments in this category include non-exchange-traded derivatives such as over the counter forwards, options and repurchase agreements.
 
Level 3
Pricing inputs include significant inputs that are generally less observable from objective sources.  These inputs may be used with internally developed methodologies that result in Management’s best estimate of fair value from the perspective of a market participant.  Level 3 instruments include those that may be more structured or otherwise tailored to customers’ needs.  At each balance sheet date, the Company performs an analysis of all instruments subject to SFAS No. 157 and includes in Level 3 all of those whose fair value is based on significant unobservable inputs.

16

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
Assets and liabilities measured at fair value on a recurring basis included the following as of May 31, 2009:
 
                         
   
Fair Value Measurements Using
   
Assets
 
(In thousands)
 
Level 1
   
Level 2
   
Level 3
   
At Fair Value
 
Assets
                               
Derivative assets
 
$
-
   
3
   
$
-
   
$
3
 
Total assets
 
$
-
   
$
3
   
$
-
   
$
3
 

Assets and liabilities measured at fair value on a recurring basis included the following as of June 1, 2008:
 
                         
   
Fair Value Measurements Using
   
Liabilities
 
(In thousands)
 
Level 1
   
Level 2
   
Level 3
   
At Fair Value
 
Liabilities
                               
Derivative liabilities
 
$
-
   
13
   
$
-
   
$
13
 
Total liabilities
 
$
-
   
$
13
   
$
-
   
$
13
 
 
Derivatives

The Company operates internationally, giving rise to exposure to market risks from changes in foreign exchange rates. From time to time, derivative financial instruments, primarily foreign exchange contracts, are used by the Company to reduce those risks.  The Company does not hold or issue financial or derivative financial instruments for trading or speculative purposes.  The Company and its subsidiaries complete transactions in currencies other than their functional currencies.  The Company’s primary objective with respect to currency risk is to reduce net income volatility that would otherwise occur due to exchange-rate fluctuations.  

In order to minimize the risk of gain or loss due to exchange rates, the Company uses foreign currency derivatives.  As of May 31, 2009, the Company held one foreign currency forward contract aggregating $3,000,000 U.S. dollars, hedging Singapore dollars, and no other contracts.  Such contract had a fair value gain of $2,500 as of May 31, 2009 based on quotations from financial institutions.  As of June 1, 2008, the Company held 19 foreign currency forward contracts in the amount of $10,000,000 U.S. dollars, hedging Singapore dollars, and such instruments had a fair value loss of $13,000 based on quotations from the financial institutions as of June 1, 2008.  Derivatives are reported as receivables on the balance sheet and recognized as other income, net, on the income statement.

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", the "Company", the “Registrant” or the “Corporation”) 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, such as large-diameter wind towers.  The Infrastructure Products Group consists of two operating segments, which are aggregated: the Hawaii Division which manufactures and sells ready-mix concrete, sand, 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. for pipe and sells wind towers primarily west of the Mississippi river.  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.
 
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 are 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, under Part II, Item 8, in the Company’s Annual Report on Form 10-K for the fiscal year ended November 30, 2008 (“2008 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 and all wholly-owned subsidiaries.  All material intercompany accounts and transactions are 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 or deductibles 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. 158, “Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans,” 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.  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.

The Company adopted SFAS No. 157, “Fair Value Measurements,” which provides a framework for measuring fair value.  As defined in SFAS No. 157, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price).  The Company utilizes market data or assumptions that the Company believes market participants would use in pricing assets or liabilities, including assumptions about risk and the risks inherent in the inputs to valuation techniques.  These inputs can be readily observable, market corroborated or generally unobservable.  The Company primarily applies the market and income approaches for recurring fair value measurements and endeavors to utilize the best available information.  Accordingly, the Company utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs.  The Company classifies fair value balances based on the observability of those inputs.  The ultimate exit price could be significantly different than currently estimated by the Company.

Management incentive compensation is accrued based on current estimates of the Company's ability to achieve short-term and long-term performance targets.  The Company’s actual performance could be significantly different than currently estimated by the Company.

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.  Actual income, the mix of income by jurisdiction and income taxes could be significantly different than currently estimated.

The amount of income taxes the Company pays is subject to ongoing audits by federal, state and foreign tax authorities.  The Company’s estimate of the potential outcome of any uncertain tax issue is subject to Management’s assessment of relevant risks, facts, and circumstances existing at that time, pursuant to the Financial Accounting Standards Board (“FASB”) Interpretation (“FIN”) No. 48, “Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109.”  FIN No. 48 requires a more-likely-than-not threshold for financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return.  A liability is recorded for the difference between the benefit recognized and measured pursuant to FIN No. 48 and the tax position taken or expected to be taken on the tax return.  To the extent that the Company’s assessment of such tax positions changes, the change in estimate is recorded in the period in which the determination is made.  The Company reports tax-related interest and penalties as a component of income tax expense.
 
 
LIQUIDITY AND CAPITAL RESOURCES
 
As of May 31, 2009, the Company's working capital, including cash and cash equivalents and current portion of long-term debt, totaled $288.6 million, a decrease of $8.8 million from working capital of $297.4 million as of November 30, 2008.  The decrease resulted primarily from a decrease in receivables and inventories and an increase in income taxes payable, partially offset by an increase in cash and decreases in trade payables and accrued liabilities.  The reductions in receivables and inventories were primarily due to a slowdown in business activity.  Cash and cash equivalents totaled $185.6 million as of May 31, 2009, compared to $143.6 million as of November 30, 2008.
 
20

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

For the six months ended May 31, 2009, net cash of $78.7 million was generated from operating activities, compared to $35.9 million generated in the similar period in 2008.  The higher operating cash flow in 2009 was primarily due to a sharper decline in operating assets, partially offset by lower liabilities and earnings.  In the six months ended May 31, 2009, the Company's cash provided by operating activities included net income of $13.3 million, plus non-cash adjustments (depreciation, amortization, loss from joint venture and stock compensation expense) of $17.4 million, plus changes in operating assets and liabilities of $48.1 million.  In the six months ended June 1, 2008, the Company’s cash from operating activities included net income of $26.1 million, less similar non-cash adjustments (depreciation, amortization, equity income from joint ventures in excess of dividends and stock compensation expense) of $8.0 million, plus changes in operating assets and liabilities of $1.8 million.  The non-cash adjustments in 2009 were higher due primarily to the Company’s equity in losses of TAMCO.  The positive change in operating assets and liabilities in 2009 was primarily due to decreases in receivables and inventories.
 
Net cash used in investing activities totaled $36.0 million for the six months ended May 31, 2009, compared to $27.2 million used in the six months ended June 1, 2008.  Net cash used in investing activities during the first six month of 2009 consisted of capital expenditures of $26.5 million, compared to $28.6 million in the same period of 2008.  In addition to normal replacement and upgrades of machinery and equipment, the Company expanded a wind tower manufacturing facility in 2008 and fiberglass pipe plants in Texas and Brazil in 2009 and 2008.  Normal replacement expenditures are typically equal to depreciation.  During the year ending November 30, 2009, the Company anticipates spending between $40 and $50 million on capital expenditures.  Capital expenditures are expected to be funded by existing cash balances, cash generated from operations or additional borrowings.  During the first quarter of 2009, the Company contributed capital of $10.0 million to TAMCO, the Company’s 50%-owned steel mini-mill in California.  The Company anticipates contributing/loaning an additional $10.0 to $15.0 million to TAMCO in the second half of 2009.
 
Net cash used in financing activities totaled $5.3 million during the six months ended May 31, 2009, compared to $9.7 million used in the six months ended June 1, 2008.  Net cash used in 2009 consisted of payment of Common Stock dividends of $5.5 million and treasury stock purchases of $1.0 million, related to the payment of taxes associated with the vesting of restricted shares. Also in 2009, the Company recognized tax benefits related to stock-based compensation of $.8 million.   Net cash used in 2008 consisted of net repayment of debt of $4.0 million, payment of Common Stock dividends of $5.0 million and treasury stock purchases of $2.8 million.   In 2008, the Company received $.8 million from the issuance of Common Stock related to exercised stock options and recognized tax benefits related to stock-based compensation of $1.3 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 up to the available amount at floating interest rates (LIBOR plus a spread ranging from .75% to 1.625%, determined based on the Company’s financial condition and performance), at any time until September 2010, when all borrowings under the Revolver must be repaid.  At May 31, 2009, $81.8 million was available to be borrowed under the Revolver.

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, capital expenditures, 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 $180.8 million as of May 31, 2009.  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.  At May 31, 2009, the Company maintained a consolidated leverage ratio of .59 times EBITDA.  Lending agreements require that the Company maintain qualified consolidated tangible assets at least equal to the outstanding secured funded indebtedness.  At May 31, 2009, qualifying tangible assets equaled 3.31 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 1.50 times the sum of interest expense, rental expense, dividends and scheduled funded debt payments.  At May 31, 2009, the Company maintained such a fixed charge coverage ratio of 2.58 times.  Under the most restrictive provisions of the Company's lending agreements, $24.5 million of retained earnings were not restricted at May 31, 2009, as to the declaration of cash dividends or the repurchase of Company stock.  At May 31, 2009, the Company was in compliance with all covenants.

Cash and cash equivalents at May 31, 2009 totaled $185.6 million, an increase of $42.0 million from November 30, 2008.  At May 31, 2009, the Company had total debt outstanding of $54.4 million, compared to $52.8 million at November 30, 2008, and approximately $107.7 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 2009 were $54.4 million and $53.2 million, respectively.

Cash balances are held throughout the world, including $101.6 million held outside of the U.S. at May 31, 2009.  Most of the amounts held outside of the U.S. could be repatriated to the U.S. but, under current law, would be subject to U.S. federal income taxes, less applicable foreign tax credits.
 
21

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES
 
The Company contributed $2.5 million to the non-U.S. pension plans and did not contribute to the U.S. defined benefit pension plan during the first six months of 2009.  The Company expects to contribute approximately $8.5 million to its U.S. defined benefit pension plan and an additional $.1 million to the non-U.S. pension plans during the remainder of 2009.
 
TAMCO’s shareholders made a $20,000,000 capital contribution to TAMCO in February, 2009.  The Company’s share of the funding from TAMCO’s shareholders totaled $10,000,000.  The Company continues to have a 50% ownership interest in TAMCO and accounts for its investment under the equity method of accounting.  TAMCO’s primary source of external financing is currently a $35,000,000 credit facility, of which $15,000,000 was utilized as of May 31, 2009.  TAMCO is in violation of its debt covenants.  As a result, the Company expects to provide additional funding to TAMCO in the third quarter of 2009.  To resolve the default, TAMCO’s shareholders intend to provide funding of up to $30,000,000 in the form of shareholder loans of which the Company’s share would be up to $15,000,000.  In addition, TAMCO’s lender will provide a credit facility of $10,000,000.  The terms of TAMCO’s revised credit facility would prohibit TAMCO from paying dividends to its shareholders until the expiration of the facility.

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 2009.  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, competitive pricing pressures or significant raw material price increases.

The Company's contractual obligations and commercial commitments at May 31, 2009 are summarized as follows (in thousands):
 
   
Payments Due by Period
 
         
Less than
               
After 5
 
Contractual Obligations
 
Total
   
1 year
   
1-3 years
   
3-5 years
   
years
 
Long-term debt
 
$
54,390
   
$
17,056
   
$
14,579
   
$
7,055
   
$
15,700
 
                                         
Interest payments on debt (a)
   
4,561
     
1,267
     
1,828
     
629
     
837
 
                                         
Operating leases
   
38,548
     
4,456
     
7,019
     
3,300
     
23,773
 
                                         
Pension funding
   
8,600
     
8,600
     
-
     
-
     
-
 
                                         
Uncertain tax positions
   
1,131
     
1,131
     
-
     
-
     
-
 
                                         
Total contractual obligations (b)
 
$
107,230
   
$
32,510
   
$
23,426
   
$
10,984
   
$
40,310
 
 
 
   
Commitments Expiring Per Period
 
         
Less than
               
After
 
Contractual Commitments
 
Total
   
1 year
   
1-3 years
   
3-5 years
   
5 years
 
Standby letters of credit (c)
 
$
2,100
   
$
2,100
   
$
-
   
$
-
   
$
-
 
                                         
Total commercial commitments (b)
 
$
2,100
   
$
2,100
   
$
-
   
$
-
   
$
-
 

(a) Future interest payments related to debt obligations, excluding the Revolver.
(b) The Company has no capitalized lease obligations, unconditional purchase obligations or standby repurchases obligations.
(c) 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.
 
22

AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

RESULTS OF OPERATIONS: 2009 COMPARED WITH 2008
 
General

Net income totaled $9.4 million, or $1.03 per diluted share, on sales of $132.9 million in the quarter ended May 31, 2009, compared to $16.3 million, or $1.78 per diluted share, on sales of $159.8 million in the same period in 2008.  The Fiberglass-Composite Pipe Group had lower sales and profits due primarily to continued soft market conditions.  The Water Transmission Group had lower sales but improved profitability due principally to better cost control and plant efficiencies.   The Infrastructure Products Group had lower sales and income due to the decline in both the Pole Products division and the Hawaiian division associated with continued weak construction spending throughout the U.S.  Net income was lower in 2009 due to the significant decline in earnings from TAMCO, the Company’s 50%-owned steel mini-mill in California.
 
Net income totaled $13.3 million, or $1.44 per diluted share, on sales of $278.9 million in the six months ended May 31, 2009, compared to $26.1 million, or $2.85 per diluted share, on sales of $309.6 million in the same period in 2008.  The Fiberglass-Composite Pipe Group and the Infrastructure Products Group had lower sales and income due to generally softer market conditions.  The Water Transmission Group reported higher sales and improved profitability due principally to the higher wind tower sales and improved plant efficiencies and cost control.  Net income was significantly lower in 2009 due to TAMCO’s loss.
 
Sales

Total consolidated sales decreased $26.9 million, or 16.8%, in the second quarter of 2009, compared to the similar period in 2008.  Total consolidated sales for the six months ending May 31, 2009 decreased $30.6 million, or 9.9%, compared to the similar period in the prior year.  In general, total consolidated sales were down due to weak economic conditions.
 
Fiberglass-Composite Pipe's sales decreased $13.9 million, or 20%, in the second quarter and $23.0 million, or 17.0%, in the first six months of 2009, compared to the similar periods in 2008.  Foreign currencies accounted for $4.4 million and $7.2 million of the sales decline in the second quarter and first six months of 2009, respectively.  Sales in the U.S. decreased $5.5 million and $4.1 million, respectively, in the second quarter and first six months of 2009 largely due to weaker oilfield piping demand and weak industrial markets worldwide. Sales from Asian operations decreased $3.1 million and $8.0 million, respectively, in the second quarter and first six months of 2009, driven by weaker economic conditions and the impact of foreign exchange.  Sales from European operations decreased $2.0 million and $4.3 million, respectively, in the second quarter and first six months of 2009.  The declines were related to softer market conditions, the timing of orders, and foreign exchange.   Sales from Brazilian operations decreased $3.2 million and $6.6 million, respectively, in the second quarter and first six months of 2009, due to the impact of foreign exchange, project delays in municipal water markets, and a halt in activity in the pulp and paper market.  The Group’s customers in the industrial, marine, offshore and onshore oilfield markets are being impacted by the decline in oil prices, financing issues, lower transportation demand and shipping rates.  The Fiberglass-Composite Pipe Group is expected to remain steady for the balance of 2009 due to the overall economic climate, the effect of oil prices and energy demand on oil production and the impact of tight credit markets.

The Water Transmission Group's sales decreased $ 1.8 million, or 4.0%, in the second quarter and increased $8.8 million, or 10.3%, in the first six months of 2009, compared to similar periods in 2008.  The decrease in sales in the second quarter of 2009 was due to weaker demand for water pipe in Colombia.  The sales improvement for the first six months was driven by increased production of wind towers.  While wind tower sales are higher than in the prior year periods, sales of wind towers in the second quarter of 2009 decreased compared to the first quarter of 2009 due to the lack of project financing available to wind farm developers.  While there is a lack of incoming orders, some previously postponed orders are proceeding.  Until financing and incentives are provided to the wind energy industry, wind tower activity will remain depressed.  Near term, the water pipe business will also continue to experience soft market demand as order backlogs are well below historical levels; and the timing of bid activity has been negatively affected by the economy, municipal budgets and availability of financing.

Infrastructure Products' sales decreased $11.6 million, or 24.9%, in the second quarter and $17.3 million, or 19.1%, in the first six months of 2009, compared to the similar periods in 2008.  The Company’s Hawaiian division had lower sales as residential and commercial construction markets in Hawaii continued to weaken.  The Pole Products division continued to be impacted by the decline in U.S. housing markets and reduced demand for concrete lighting poles and steel traffic poles.  The Infrastructure Products Group is expected to continue to be impacted by the slowdown in construction spending in Hawaii and the low residential construction spending throughout the U.S.  An improvement for the Infrastructure Products Group is not anticipated in 2009.
 
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AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

Gross Profit

Gross profit in the second quarter of 2009 was $36.6 million, or 27.5% of sales, compared to $39.7 million, or 24.9% of sales, in the second quarter of 2008. Year-to-date gross profit in 2009 was $71.5 million, or 25.6% of sales, compared to $73.2 million, or 23.6% of sales, in the similar period of 2008.  Gross profit decreased $3.2 million and $1.7 million, respectively, in the second quarter and the first six months of 2009, compared to the similar periods in 2008, due to lower sales.   The gross margin increases were related to better cost control and improved plant efficiencies in the Water Transmission Group and lower raw material costs.
 
Fiberglass-Composite Pipe Group's gross profit decreased $3.6 million and $5.5 million, respectively, in the second quarter and in the first six months of 2009, compared to the similar periods in 2008, due to lower sales.  Profit margins were 40.2% in the second quarter and 39.5% in the first six months of 2009, compared to 37.3% in the second quarter and 36.9% in the first six months of 2008.  Margins were higher in 2009 due to favorable product mix and lower raw material costs which generated additional gross profit of $1.6 million and $2.9 million, respectively, in the second quarter and the first six months of 2009.
 
Water Transmission Group's gross profit increased $3.6 million in the second quarter and $9.7 million in the first six months of 2009, compared to the similar periods in 2008.  Profit margins were 15.9% in the second quarter and 12.9% in the first six months of 2009, compared to 7.1% in the second quarter and 2.7% in the first six months of 2008.  Margins were favorably enhanced by improved plant efficiencies and cost controls and completion of low-margin projects in 2008.

Gross profit in the Infrastructure Products Group decreased $4.0 million in the second quarter and $6.1 million in the first six months of 2009, compared to the similar periods in 2008.  Profit margins were 18.8% in the second quarter and 19.5% in the first six months of 2009, compared to 22.5% for both similar periods in 2008.  Margins were lower in 2009 due to lower sales and challenging market conditions.  Lower sales negatively impacted gross profit by $2.6 million and $3.9 million, respectively, in the second quarter and the first six months of 2009, while unfavorable plant utilization decreased gross profit by $1.3 million and $2.2 million, respectively, in the second quarter and the first six months of 2009.
 
Selling, General and Administrative Expenses

Selling, general and administrative ("SG&A") expenses totaled $25.9 million, or 19.5% of sales, in the second quarter of 2009, compared to $25.9 million, or 16.2% of sales, in the second quarter of 2008.  In the six months ended May 31, 2009, SG&A expenses totaled $52.3 million, or 18.7% of sales, compared to $51.7 million, 16.7% of sales, in the same period in 2008.  The $.6 million increase in the first half was due in part to higher pension expense of $4.0 million and legal expenses of $2.6 million, due primarily to the U.S. Treasury Department’s Office of Foreign Assets Control (“OFAC”) inquiry, offset by lower management incentive compensation of $2.0 million, foreign exchange impact of $1.7 million, stock compensation expense of $1.3 million and other expenses of $1.0 million.

 Other Income, Net

Other income totaled $2.4 million in the second quarter of 2009, an increase of $1.8 million, compared to other income in the second quarter of 2008.  Other income was $2.9 million in the six months ended May 31, 2009, a decrease of $.6 million, compared to other income in the similar period of 2008.  The second quarter increase was due primarily to dividend income received from the Company’s joint venture, Bondstrand, Ltd., of $2.2 million.  Other income in the first six months of 2008 included dividend income of $1.5 million from another joint venture, Ameron Saudi Arabia, Ltd.  Other income included royalties and fees from licensees, foreign currency transaction adjustments and other miscellaneous income.

Interest

Interest income was $.3 million in the second quarter of 2009, compared to $1.0 million in the second quarter of 2008.  Interest income was $.7 million in the six months ended May 31, 2009, a decrease of $1.5 million compared to the similar period in 2008.  The decrease was due primarily to lower interest rates on short-term investments.  Interest expense was $.5 million in the second quarter of 2009, compared to $.9 million, in the second quarter of 2008.  In the six months ended May 31, 2009, interest expense totaled $1.0 million, compared to $1.8 million in the same period in 2008.  The decrease in interest expense was due to lower debt levels.

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AMERON INTERNATIONAL CORPORATION AND SUBSIDIARIES

Provision for Income Taxes

Income taxes decreased to $2.0 million in the second quarter of 2009, from $5.0 million in the same period of 2008.  Income taxes decreased to $4.6 million in the first six months of 2009 from $8.9 million in the comparable period in 2008. The effective tax rate decreased to 21.0% in 2009, from 35.0% in 2008.  The effective rate in 2009 was reduced by tax benefits of $1.5 million recorded in the second quarter of 2009 of which $1.2 million was associated with the adjustment to a deferred tax liability related to earnings and profits from the Company’s New Zealand subsidiary and $.3 million was related to a decrease in the valuation allowance related to net operating losses of the Company’s Netherlands subsidiary.  This $1.2 million represented a correction of amount recorded in prior period financial statements.  Management believes this amount to be immaterial to prior interim and annual financial statements.  The effective tax rates for the first six months of 2009 and 2008 were based on forecasted full-year earnings and the anticipated mix of domestic and foreign earnings and the above discrete items.  Income from certain foreign operations and joint ventures is taxed at rates that are lower than the U.S. statutory tax rates.  The effective tax rate for the first six months of 2009 is not necessarily indicative of the tax rate for the full year.
 
Equity in Earnings of Joint Venture, Net of Taxes

Equity in earnings of joint venture, which consists of the Company’s share of the net income or loss of TAMCO, decreased to a loss of $1.6 million in the second quarter of 2009, compared to income of $6.7 million in the similar period of 2008.  For the first six months of 2009, the Company’s equity in TAMCO’s loss totaled $3.9 million, compared to equity in earnings of $9.5 million in 2008.  Equity income is shown net of income taxes.  Losses and earnings from TAMCO were taxed at an effective rate of 9.6%, for the periods in 2009 and 2008, reflecting the dividend exclusion provided to the Company under current tax laws.  The reduction in TAMCO’s earnings was due to the collapse of infrastructure spending for steel rebar in California, Arizona and Nevada.  TAMCO halted production in the first quarter and began limited production during the second quarter of 2009.  Demand for steel rebar in TAMCO’s key markets in the western U.S. is not expected to recover in the short term.

 
ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

No material changes have occurred in the quantitative and qualitative market risk disclosure as presented in the Company’s 2008 Annual Report.<