-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, J47SwwpMtupx8TBx9FG51lje38V0cTtea8exMnILKkFQgspxqKXJ4Ac1EYbcXr+G QLrr+kfNGf4wEggnRFzyJg== 0000891092-03-001593.txt : 20030721 0000891092-03-001593.hdr.sgml : 20030721 20030721090126 ACCESSION NUMBER: 0000891092-03-001593 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20030721 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030721 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMCOL INTERNATIONAL CORP CENTRAL INDEX KEY: 0000813621 STANDARD INDUSTRIAL CLASSIFICATION: MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS) [1400] IRS NUMBER: 360724340 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-14447 FILM NUMBER: 03793867 BUSINESS ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 BUSINESS PHONE: 8473948730 MAIL ADDRESS: STREET 1: 1500 W SHURE DR CITY: ARLINGTON HEIGHTS STATE: IL ZIP: 60004-7803 FORMER COMPANY: FORMER CONFORMED NAME: AMERICAN COLLOID CO DATE OF NAME CHANGE: 19920703 8-K 1 e15213_8k.txt FORM 8-K ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------- FORM 8-K --------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 21, 2003 --------------- AMCOL INTERNATIONAL CORPORATION (Exact name of registrant as specified in its charter) Delaware 0-15661 36-0724340 State of Other Commission File Number I.R.S. Employer Jurisdiction of Identification Number Incorporation One North Arlington, 1500 West Shure Drive, Suite 500 Arlington Heights, IL 60004-7803 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (847) 394-8730 Not Applicable (Former name or former address, if changed since last report) ================================================================================ ITEM 7. Financial Statements and Exhibits (c) The following exhibit is furnished with this document: Number Exhibit ------ ------- 99.1 Press Release titled "AMCOL International Reports 46 Percent Increase in Diluted Earnings Per Share Over Prior Year Quarter" dated July 21, 2003. ITEM 9. Regulation FD Disclosure The information in this item is being furnished to, but not filed with, the Securities and Exchange Commission solely under Item 12 of Form 8-K, "Results of Operations and Financial Condition," pursuant to interim procedures promulgated by the Securities and Exchange Commission in Release 33-8216 issued March 27, 2003. On July 21, 2003, the registrant issued a press release to report results for its second quarter ended June 30, 2003. That press release, dated July 21, 2003 and titled "AMCOL International Reports 46 Percent Increase in Diluted Earnings Per Share Over Prior Year Quarter" is attached hereto as Exhibit 99.1. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AMCOL INTERNATIONAL CORPORATION Date: July 21, 2003 By: /s/ Lawrence E. Washow ------------------------------------- Lawrence E. Washow President and Chief Executive Officer EX-99.1 3 e15213ex99_1.txt PRESS RELEASE Exhibit 99.1 For further information, contact: Jennifer Melsheimer Investor Relations Manager 847.394.8730 AMCOL INTERNATIONAL (NYSE:ACO) REPORTS 46 PERCENT INCREASE IN DILUTED EARNINGS PER SHARE OVER PRIOR YEAR QUARTER ARLINGTON HEIGHTS, ILL., July 21, 2003--AMCOL International Corp. (NYSE:ACO) today reported that second quarter income was $5.7 million, or $.19 per diluted share, compared with $4.1 million, or $.13 per diluted share, in the prior year quarter. AMCOL reported net sales of $93.3 million for the quarter ended June 30, 2003, compared to $78.5 million for the same period in 2002. For the six-month period ended June 30, 2003, net sales were $172.7 million compared to $135.9 million in the prior-year period. Net income was $8.6 million, or $.29 per diluted share, compared with $4.6 million, or $.15 per diluted share in 2002. Larry Washow, president and chief executive officer said, "AMCOL's ability to deliver strong earnings growth has extended to a fifth consecutive quarter. Our financial results reflect improved performance in all of our operating segments. The stronger Euro and British Pound contributed approximately 10 percent of the increase in year-to-date sales and 6 percent of the increase in net income." Washow continued, "Again, our minerals segment registered a notable increase in profitability, largely due to improved margins in our traditional businesses. The environmental segment enjoyed a surge in the European markets, showing growth in both sales and operating profits. Our smallest segment, transportation, has also shown an operating profit upswing which started at the beginning of the year." MORE AMCOL INTERNATIONAL CORP. Q2 EARNINGS 2003 PAGE 2 OF 9 SEGMENT DISCUSSIONS Minerals The minerals segment, which accounted for approximately 57 percent of consolidated net sales for the second quarter, reported increased sales and operating profit of 19 percent and 37 percent, respectively. In year-over-year comparisons for the first six months, sales increased 32 percent, while operating profit increased 66 percent. Washow noted, "With a sharp focus on the bottom line, we continue to fuel our growth while realizing a significant improvement in our margins. The momentum in this segment has been complimented this quarter by above average performances from both the International and Petroleum Products Groups. In the second quarter Colin Stewart Minchem (CSM) contributed 55 percent to the sales increase and less than 5 percent to the operating profit increase. Our overseas investments in Asia have also been showing a solid return." Washow continued, "By leveraging the investment in our workforce and infrastructure, we were able to achieve strong operating income growth over and above our excellent top line growth." Environmental The Company's environmental segment, which accounted for approximately 36 percent of AMCOL's consolidated net sales for the 2003 quarter, registered a 16 percent increase in operating profit on 21 percent higher sales for the quarter ended June 30, 2003, compared to the same prior-year period. For the six-month period, operating profit increased 40 percent and sales increased 23 percent from the prior-year period. Washow commented, "This quarter's results prove that we continue to be successful both in our operational initiatives and in our efforts to increase sales. Our environmental increase was due to several business groups' performance with the largest sales escalation coming from the international businesses." Washow continued, "The Lining Technology Group's ability to enter a variety of new markets provides a sales environment which we expect to continue into the third quarter." MORE AMCOL INTERNATIONAL CORP. Q2 EARNINGS 2003 PAGE 3 OF 9 Transportation AMCOL's transportation operations accounted for approximately 10 percent of the Company's consolidated net sales, including inter-segment shipping revenue, for the current year second quarter. The segment also reported a 16 percent increase in sales and a 74 percent increase in operating profit for the three month period. Sales and operating profits for the six-month period increased 18 percent and 70 percent, respectively. FINANCIAL OVERVIEW Total short-term and long-term debt was $ 22.2 million at June 30, 2003 compared to $18.2 million at December 31, 2002. Debt represented 12.2 percent of total capitalization at June 30, 2003, compared to 10.7 percent at December 31, 2002. General, selling and administrative expenses (G,S&A) increased by 16.2 percent for the six-month period and 13.8 percent for the second quarter. The largest component of the increase was CSM, with higher compensation, including expensing stock options, and employee benefit costs also contributing to the higher levels in G,S&A expenses in both reporting periods. The Company elected to adopt the expensing of stock options in the first quarter of 2003. Shares outstanding at June 30, 2003, were approximately 28.3 million compared to approximately 27.9 million in the prior year. Weighted average common and common equivalent shares outstanding decreased by 2 and 3 percent for the quarter and six months ended June 30, 2003, respectively. AMCOL's financial condition at June 30, 2003, included working capital of approximately $67.6 million and a current ratio of 2.17-to-1, compared to approximately $58.5 million and a current ratio of 2.11-to-1 at December 31, 2002. Through the first six months of 2003, AMCOL repurchased approximately 267 thousand shares of its common stock at an aggregate cost of $1.6 million, or an average price of $5.99 per share. Approximately $3.7 million remains in the stock repurchase authorization approved by the Board of Directors in May 2002. MORE AMCOL INTERNATIONAL CORP. Q2 EARNINGS 2003 PAGE 4 OF 9 This release contains certain forward-looking statements regarding AMCOL's expected performance for future periods and actual results for such periods might materially differ. Such forward-looking statements are subject to uncertainties, which include, but are not limited to, actual growth in AMCOL's various markets, utilization of AMCOL's plants, currency exchange rates, currency devaluation, delays in development, production and marketing of new products, integration of acquired businesses, and other factors detailed from time to time in AMCOL's annual report and other reports filed with the Securities and Exchange Commission. AMCOL International, headquartered in Arlington Heights, Ill., produces and markets a wide range of specialty mineral products used for industrial, environmental and consumer-related applications. AMCOL is the parent of American Colloid Co., CETCO (Colloid Environmental Technologies Co.), Volclay International, Nanocor and the transportation operations, Ameri-co Carriers, Inc. and Ameri-Co Logistics. AMCOL's common stock is traded on the New York Stock Exchange under the symbol ACO. AMCOL will hold an audio webcast at 11 a.m. EDT today with Larry Washow, Gary Castagna and Jennifer Melsheimer to discuss additional details regarding the Company's performance for the quarter and other forward-looking information. The session may be accessed at www.amcol.com. The webcast will be available for replay through the close of business on Friday, July 25, 2003 at which time a transcript of the webcast will be posted on the AMCOL website. . ================================================================================ Financial tables follow. AMCOL INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) (In Thousands)
Six months ended Three months ended June 30, June 30, 2003 2002 2003 2002 ----------- ---------------- ----------- ------------------ Net sales $ 172,720 $ 135,876 $ 93,253 $ 78,535 Cost of sales 130,900 103,955 70,057 59,267 ----------- ----------- ----------- ----------- Gross profit 41,820 31,921 23,196 19,268 General, selling and administrative expenses 29,223 25,143 14,929 13,113 ----------- ----------- ----------- ----------- Operating profit 12,597 6,778 8,267 6,155 ----------- ----------- ----------- ----------- Other income (expense): Interest expense, net (202) (240) (122) (148) Other expense, net 164 (77) 132 (47) ----------- ----------- ----------- ----------- (38) (317) 10 (195) ----------- ----------- ----------- ----------- Income before income taxes and equity in income of joint ventures 12,559 6,461 8,277 5,960 Income taxes 4,269 2,325 2,814 2,149 ----------- ----------- ----------- ----------- Income before equity in income of joint ventures 8,290 4,136 5,463 3,811 Income from minority interest and joint ventures 349 458 246 251 ----------- ----------- ----------- ----------- Net income $ 8,639 $ 4,594 $ 5,709 $ 4,062 =========== =========== =========== =========== Weighted average common shares outstanding 28,051,675 28,416,239 28,108,456 28,378,373 =========== =========== =========== =========== Weighted average common and common equivalent shares outstanding 29,745,805 30,688,126 29,896,941 30,559,763 =========== =========== =========== =========== Basic earnings per share $ 0.31 $ 0.16 $ 0.20 $ 0.14 =========== =========== =========== =========== Diluted earnings per share $ 0.29 $ 0.15 $ 0.19 $ 0.13 =========== =========== =========== =========== Dividends declared per share $ 0.070 $ 0.035 $ 0.040 $ 0.020 =========== =========== =========== ===========
AMCOL INTERNATIONAL CORPORATION CONDENSED CONSOLIDATED BALANCE SHEET (unaudited) (In Thousands, except number of shares) June 30, December 31, 2003 2002 ----------- ------------ ASSETS Cash and cash equivalents $ 13,110 $ 15,597 Accounts receivable, net 64,008 48,870 Inventories 38,227 38,854 Income tax receivable 1,628 717 Other current assets 8,662 7,095 ----------- ----------- Total current assets 125,635 111,133 ----------- ----------- Property, plant, equipment and reserves, net 80,081 81,847 ----------- ----------- Investments in and advances to joint ventures 12,841 12,419 Intangible assets 5,216 5,202 Other long-term assets 12,138 11,227 ----------- ----------- $ 235,911 $ 221,828 =========== =========== LIABILITIES AND STOCKHOLDERS' EQUITY Current maturities of long-term debt $ 16,600 $ 12,600 Accounts payable 15,569 17,918 Accrued liabilities 25,823 22,121 ----------- ----------- Total current liabilities 57,992 52,639 ----------- ----------- Long-term debt 5,616 5,573 ----------- ----------- Minority interest in subsidiaries 612 615 Other long-term obligations 11,858 11,618 ----------- ----------- 12,470 12,233 ----------- ----------- Stockholders' equity 159,833 151,383 ----------- ----------- $ 235,911 $ 221,828 =========== =========== Common shares outstanding at the end of the period 28,262,630 27,881,903 =========== =========== AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (In thousands)
Six Months Ended June 30, 2003 2002 -------- -------- Cash flows from operating activities: Net income $ 8,639 $ 4,594 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation, depletion, and amortization 8,756 8,801 Increase in current assets (17,221) (8,770) Decrease in noncurrent assets 35 165 Increase (decrease) in current liabilities 1,353 (639) Increase in noncurrent liabilities 240 1,264 Other (155) 815 -------- -------- Net cash provided by operating activities 1,647 6,230 -------- -------- Cash flows from investing activities: Acquisition of land, mineral reserves, depreciable and intangible assets (6,323) (7,342) Acquisitions -- (16,805) Other (975) (4,276) -------- -------- Net cash used in investing activities (7,298) (28,423) -------- -------- Cash flows from financing activities: Net change in outstanding debt 4,043 21,851 Dividends paid (1,968) (994) Proceeds from exercise of stock options 1,085 1,140 Purchases of treasury stock (1,593) (4,015) -------- -------- Net cash provided by financing activities 1,567 17,982 -------- -------- Effect of foreign currency rate changes on cash 1,597 1,596 -------- -------- Net decrease in cash and cash equivalents (2,487) (2,615) Cash and cash equivalents at beginning of period 15,597 10,320 -------- -------- Cash and cash equivalents at end of period $ 13,110 $ 7,705
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES SEGMENT RESULTS (Unaudited) (Dollars in thousands)
MINERALS Quarter ended June 30, ------------------------------------------------------------------ 2003 2002 2003 vs. 2002 ----------------- ----------------- ---------------------- $ Change % Change ---------------------- Product sales $47,842 $40,741 Shipping revenue 5,700 4,397 ------- ----- ------- ----- Net sales 53,542 100.0% 45,138 100.0% 8,404 18.6% ------- ----- ------- ----- Cost of sales-product 37,345 32,314 Cost of sales-shipping 5,700 4,397 ------- ----- ------- ----- Cost of sales 43,045 80.4% 36,711 81.3% ------- ----- ------- ----- Gross profit 10,497 19.6% 8,427 18.7% 2,070 24.6% General, selling and administrative exp. 4,615 8.6% 4,123 9.1% 492 11.9% ------- ----- ------- ----- ------ Operating profit 5,882 11.0% 4,304 9.5% 1,578 36.7% ENVIRONMENTAL Quarter ended June 30, ------------------------------------------------------------------ 2003 2002 2003 vs. 2002 ----------------- ----------------- ---------------------- $ Change % Change ---------------------- Product sales $31,270 $26,139 Shipping revenue 2,643 1,887 ------- ----- ------- ----- Net sales 33,913 100.0% 28,026 100.0% 5,887 21.0% ------- ----- ------- ----- Cost of sales-product 19,596 16,117 Cost of sales-shipping 2,643 1,887 ------- ----- ------- ----- Cost of sales 22,239 65.6% 18,004 64.2% ------- ----- ------- ----- Gross profit 11,674 34.4% 10,022 35.8% 1,652 16.5% General, selling and administrative exp. 6,353 18.7% 5,440 19.4% 913 16.8% ------- ----- ------- ----- Operating profit 5,321 15.7% 4,582 16.3% 739 16.1% TRANSPORTATION Quarter ended June 30, ------------------------------------------------------------------ 2003 2002 2003 vs. 2002 ----------------- ----------------- ---------------------- $ Change % Change ---------------------- Net sales $ 9,390 100.0% $ 8,078 100.0% 1,312 16.2% Cost of sales 8,365 89.1% 7,259 89.9% ------- ----- ------- ----- Gross profit 1,025 10.9% 819 10.1% 206 25.2% General, selling and administrative exp. 626 6.7% 590 7.3% 36 6.1% ------- ----- ------- ----- Operating profit $ 399 4.2% $ 229 2.8% 170 74.2% CORPORATE Quarter ended June 30, ------------------------------------------------------------------ 2003 2002 2003 vs. 2002 ----------------- ----------------- ---------------------- $ Change % Change ---------------------- Intersegment shipping revenues $(3,592) $(2,707) Intersegment shipping costs (3,592) (2,707) ------- ------- Gross profit -- -- General, selling and administrative exp. 2,415 1,889 526 27.8% Nanocomposites 920 1,071 (151) -14.1% ------- ------- ---- Operating loss $(3,335) $(2,960) (375) -12.7%
AMCOL INTERNATIONAL CORPORATION AND SUBSIDIARIES SEGMENT RESULTS (Unaudited) (Dollars in thousands)
MINERALS Six months ended June 30, ------------------------------------------------------------------- 2003 2002 2003 vs. 2002 ------------------ ----------------- ---------------------- $ Change % Change ---------------------- Product sales $93,903 $71,801 Shipping revenue 9,816 7,027 ------- ----- ------- ----- Net sales 103,719 100.0% 78,828 100.0% 24,891 31.6% ------- ----- ------- ----- Cost of sales-product 73,956 57,805 Cost of sales-shipping 9,816 7,027 ------- ----- ------- ----- Cost of sales 83,772 80.8% 64,832 82.2% ------- ----- ------- ----- Gross profit 19,947 19.2% 13,996 17.8% 5,951 42.5% General, selling and administrative exp. 9,148 8.8% 7,475 9.5% 1,673 22.4% ------- ----- ------- ----- Operating profit $10,799 10.4% $ 6,521 8.3% 4,278 65.6% ENVIRONMENTAL Six months ended June 30, ------------------------------------------------------------------- 2003 2002 2003 vs. 2002 ------------------ ----------------- ---------------------- $ Change % Change ---------------------- Product sales $53,223 $43,359 Shipping revenue 4,179 3,160 ------- ----- ------- ----- Net sales 57,402 100.0% 46,519 100.0% 10,883 23.4% ------- ----- ------- ----- Cost of sales-product 33,353 27,036 Cost of sales-shipping 4,179 3,160 ------- ----- ------- ----- Cost of sales 37,532 65.4% 30,196 64.9% ------- ----- ------- ----- Gross profit 19,870 34.6% 16,323 35.1% 3,547 21.7% General, selling and administrative exp. 12,166 21.2% 10,802 23.2% 1,364 12.6% ------- ----- ------- ----- Operating profit $ 7,704 13.4% $ 5,521 11.9% 2,183 39.5% TRANSPORTATION Six months ended June 30, ------------------------------------------------------------------- 2003 2002 2003 vs. 2002 ------------------ ----------------- ---------------------- $ Change % Change ---------------------- Net sales $18,187 100.0% $15,462 100.0% 2,725 17.6% Cost of sales 16,184 89.0% 13,860 89.6% ------- ----- ------- ----- Gross profit 2,003 11.0% 1,602 10.4% 401 25.0% General, selling and administrative exp. 1,228 6.8% 1,147 7.4% 81 7.1% ------- ----- ------- ----- Operating profit $ 775 4.3% $ 455 2.9% 320 70.3% CORPORATE Six months ended June 30, ------------------------------------------------------------------- 2003 2002 2003 vs. 2002 ------------------ ----------------- ---------------------- $ Change % Change ---------------------- Intersegment shipping revenues $ (6,588) $(4,933) Intersegment shipping costs (6,588) (4,933) --------- ------- Gross profit -- -- General, selling and administrative exp. 4,733 3,479 1,254 36.0% Nanocomposites 1,948 2,240 (292) -13.0% --------- ------- Operating loss $ (6,681) $(5,719) (962) -16.8%
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