-----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, LzS/cwyHrqgvCjMxxrk/LOp/yiHuJKhAAjk88wvAzWD91da2JBkTMZmPdlwNbAb5 6udGCahbzbq2LILOMjdLgA== 0000893220-04-000881.txt : 20040504 0000893220-04-000881.hdr.sgml : 20040504 20040504090046 ACCESSION NUMBER: 0000893220-04-000881 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040503 ITEM INFORMATION: ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20040504 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMETEK INC/ CENTRAL INDEX KEY: 0001037868 STANDARD INDUSTRIAL CLASSIFICATION: MOTORS & GENERATORS [3621] IRS NUMBER: 141682544 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12981 FILM NUMBER: 04775409 BUSINESS ADDRESS: STREET 1: STATION SQ CITY: PAOLI STATE: PA ZIP: 19301 BUSINESS PHONE: 6106472121 MAIL ADDRESS: STREET 1: STATION SQUARE CITY: PAOLI STATE: PA ZIP: 19301 FORMER COMPANY: FORMER CONFORMED NAME: AMETEK AEROSPACE PRODUCTS INC DATE OF NAME CHANGE: 19970415 8-K 1 w96937e8vk.txt AMETEK,INC. 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) May 3, 2004 AMETEK, Inc. - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) DELAWARE 1-12981 14-1682544 - -------------------------------------------------------------------------------- (State or other jurisdiction of (Commission (I.R.S. Employer incorporation or organization) File Number) Identification No.) 37 North Valley Road, Building 4, P.O. Box 1764, Paoli, Pennsylvania 19301 - -------------------------------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code 610-647-2121 AMETEK, Inc. Item 7. Financial Statements and Exhibits. (c) Exhibit
Exhibit Number Description -------------- ----------- 99(a) Copy of press release issued by AMETEK, Inc. on April 21, 2004.
Item 12. Results of Operations and Financial Condition The information contained in Item 7 and Item 12, shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, (The "Exchange Act"), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, or the Exchange Act, except as expressly set forth by specific reference in such filings. On April 21, 2004, AMETEK, Inc. issued a press release announcing its financial results for the three month period ended March 31, 2004. A copy of such press release is attached as Exhibit 99(a). The information contained in the aforementioned press release is hereby incorporated by reference in this Form 8-K. 2 AMETEK, Inc. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. AMETEK, Inc. ---------------------------------------- (Registrant) By /s/ Robert R. Mandos, Jr. ------------------------------------ Robert R. Mandos, Jr. Vice President & Comptroller (Principal Accounting Officer) May 3, 2004 3 AMETEK, Inc. EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99 (a) Copy of press release issued by AMETEK, Inc. on April 21, 2004.
4 EX-99.A 3 w96937exv99wa.txt PRESS RELEASE EXHIBIT 99(a) AMETEK CORPORATE OFFICE 37 North Valley Road, Building 4, P.O. Box 1764, PAOLI, PA 19301-0801 NEWS Contact: William J. Burke (610) 889-5249 AMETEK ACHIEVES RECORD FIRST QUARTER WITH NET INCOME UP 25% --RAISES FULL-YEAR ESTIMATES-- Paoli, PA, April 21, 2004 - AMETEK, Inc. (NYSE: AME) today announced first quarter results that established records for sales, operating income, and net income. AMETEK's first quarter 2004 sales of $291.4 million were up 9% over the same period of 2003. Operating income for the first quarter of 2004 was $43.5 million, a 19% increase from the $36.7 million recorded in the same period of 2003. Net income in the first quarter of 2004 increased 25% to $24.7 million, or $.36 per diluted share, from first quarter 2003 levels of $19.7 million, or $.29 per diluted share. Sales, operating income, and net income were quarterly records. "AMETEK had an excellent quarter," noted Frank S. Hermance, AMETEK Chairman and Chief Executive Officer. "Better than anticipated internal growth in both our Electronic Instruments and Electromechanical segments, plus contributions from businesses acquired last year enabled us to grow the top-line by 9%. We captured the leverage in our business model and significantly increased profitability," he commented. "We had superb cash flow generation from our businesses during the quarter. Our cash flow from operations totaled approximately $41 million, a 58% increase over the first quarter of 2003. We are well on our way to another record year of operating cash flow," he added. ELECTRONIC INSTRUMENTS GROUP (EIG) For the 2004 first quarter, EIG sales increased 13% to $150.6 million. Operating income was $26.1 million, compared with $20.0 million in the first quarter of 2003, an increase of 31%. Operating margins for the quarter improved to 17.3%, from 15.0% in the first quarter of 2003. "EIG sales were up in the quarter due to contributions from Solidstate Controls and Chandler Instruments, both acquired in 2003, as well as strength in our process and industrial businesses. Strong operating results at our existing and newly acquired businesses drove EIG margins up 230 basis points," said Mr. Hermance. ELECTROMECHANICAL GROUP (EMG) For the first quarter of 2004, EMG's sales were $140.8 million, a 5% increase over the same period of 2003. Operating income of $23.3 million was up 7% from the $21.8 million recorded in the same period of 2003. Operating margins for the quarter were 16.6%, compared with 16.3% in the first quarter of 2003. "EMG had a solid quarter with our differentiated businesses posting excellent sales growth. Operating margins were up as we brought the revenue increase to the bottom line," noted Mr. Hermance. -MORE- AMETEK ACHIEVES RECORD FIRST QUARTER WITH NET INCOME UP 25% PAGE 2 2004 OUTLOOK Mr. Hermance commented, "Given the improving economic environment, we are raising our estimates for the year. We now expect full-year revenues to be up mid to high single-digits on the benefits of our Chandler Instruments and Solidstate Controls acquisitions and improved internal growth in both Groups. Earnings are expected to be approximately $1.48 to $1.53 per diluted share, an increase of approximately 14% to 18% over 2003, driven by strength in our differentiated businesses, our continued focus on operational excellence, and contributions from our 2003 acquisitions. "Our second quarter 2004 sales are expected to be up mid to high single-digits from last year's second quarter on internal growth in both segments and the contribution from our 2003 acquisition of Chandler Instruments. We expect our earnings to be approximately $.37 to $.38 per diluted share, an increase of approximately 16% to 19% over last year's second quarter," concluded Mr. Hermance. CONFERENCE CALL AMETEK, Inc. will Web cast it's First Quarter 2004 investor conference call on Wednesday, April 21, 2004, beginning at 8:30 AM EST. The live audio Web cast will be available at www.ametek.com/investors and at www.streetevents.com. To access the Web cast from ametek.com, click on the Audio Conference Call link. The call will be archived at www.ametek.com/investors. To access the audio archive, click on the Audio Conference Call link in the Investors Section. CORPORATE PROFILE AMETEK is a leading global manufacturer of electronic instruments and electric motors with 2003 sales of nearly $1.1 billion. AMETEK's Corporate Growth Plan is based on Four Key Strategies: Operational Excellence, Strategic Acquisitions & Alliances, Global & Market Expansion and New Products. AMETEK's objective is double-digit percentage growth in earnings per share over the business cycle and a superior return on total capital. The common stock of AMETEK is a component of the S&P MidCap 400 Index and the Russell 1000 Index. FORWARD-LOOKING INFORMATION Statements in this news release that are not historical are considered "forward-looking statements" and are subject to change based on various factors and uncertainties that may cause actual results to differ significantly from expectations. Those factors are contained in AMETEK's Securities and Exchange Commission filings. # # # (Financial Information Follows) AMETEK, INC. CONSOLIDATED STATEMENT OF INCOME (UNAUDITED) (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
THREE MONTHS ENDED MARCH 31, ----------------------------- 2004 2003 --------- --------- NET SALES $ 291,423 $ 267,531 --------- --------- EXPENSES: Cost of sales, excluding depreciation 208,362 195,064 Selling, general and administrative 30,890 27,315 Depreciation 8,674 8,475 --------- --------- Total expenses 247,926 230,854 --------- --------- OPERATING INCOME 43,497 36,677 Other income (expenses): Interest expense (6,411) (6,632) Other, net (326) (887) --------- --------- Income before income taxes 36,760 29,158 Provision for income taxes 12,096 9,440 --------- --------- NET INCOME $ 24,664 $ 19,718 ========= ========= DILUTED EARNINGS PER SHARE (a) $ 0.36 $ 0.29 ========= ========= BASIC EARNINGS PER SHARE (a) $ 0.37 $ 0.30 ========= ========= AVERAGE COMMON SHARES OUTSTANDING (a): Diluted shares 68,651 67,291 ========= ========= Basic shares 67,278 65,964 ========= ========= Dividends per share (a) $ 0.06 $ 0.03 ========= =========
(a) Amounts for 2003 have been restated to reflect a two-for-one stock split effective February 27, 2004. AMETEK, INC. INFORMATION BY BUSINESS SEGMENT (UNAUDITED) (IN THOUSANDS)
THREE MONTHS ENDED MARCH 31, ----------------------------- 2004 2003 --------- --------- NET SALES Electronic Instruments $ 150,646 $ 133,601 Electromechanical 140,777 133,930 --------- --------- Total Consolidated $ 291,423 $ 267,531 ========= ========= OPERATING INCOME Electronic Instruments $ 26,121 $ 19,982 Electromechanical 23,324 21,801 --------- --------- Total segments 49,445 41,783 Corporate and other (5,948) (5,106) --------- --------- Total Consolidated $ 43,497 $ 36,677 ========= =========
AMETEK, INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS)
MARCH 31, December 31, 2004 2003 ---------- ---------- (UNAUDITED) ASSETS Current assets: Cash, cash equivalents and marketable securities $ 26,665 $ 22,886 Receivables, net 195,247 189,010 Inventories 151,784 143,359 Other current assets 23,836 26,811 ---------- ---------- Total current assets 397,532 382,066 Property, plant and equipment, net 208,254 213,622 Goodwill, net 508,078 506,964 Other intangibles, investments and other assets 113,092 112,195 ---------- ---------- Total assets $1,226,956 $1,214,847 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings and current portion of long-term debt $ 76,524 $ 106,774 Accounts payable and accruals 192,622 182,457 ---------- ---------- Total current liabilities 269,146 289,231 Long-term debt 318,834 317,674 Deferred income taxes and other long-term liabilities 87,594 78,812 Stockholders' equity 551,382 529,130 ---------- ---------- Total liabilities and stockholders' equity $1,226,956 $1,214,847 ========== ==========
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