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) October 20, 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 ---------------- ------------------------------------------------------------- (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
AMETEK, Inc. Item 2.02. Results of Operations and Financial Condition On October 20, 2004, AMETEK, Inc. issued a press release announcing its financial results for the three and nine month periods ending September 30, 2004. A copy of such press release is furnished as Exhibit 99(a) to this Current Report. Item 9.01. Financial Statements and Exhibits (c) Exhibit 99(a) Copy of press release issued by AMETEK, Inc. on October 20, 2004 (furnished but not filed pursuant to Item 2.02). 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. Senior Vice President & Comptroller (Principal Accounting Officer) October 20, 2004 3
AMETEK, Inc. EXHIBIT INDEX Exhibit Number Description - -------------- ----------- 99(a) Copy of press release issued by AMETEK, Inc. on October 20, 2004. 4
EXHIBIT 99(A) [AMETEK NEWS RELEASE LOGO] Contact: William J. Burke (610) 889-5249 AMETEK ACHIEVES RECORD QUARTERLY RESULTS --REVENUES INCREASE 16%, NET INCOME UP 32%-- Paoli, PA, October 20, 2004 -- AMETEK Inc. (NYSE: AME) today announced third quarter results that established quarterly records for sales, operating income, net income and diluted earnings per share. AMETEK's third quarter 2004 sales of $310.7 million were up 16% from the $267.8 million recorded in the third quarter of 2003. Operating income for the third quarter of 2004 was $50.5 million, up 28% from the third quarter of 2003. Net income of $29.0 million was up 32% from last year's third quarter and diluted earnings per share were $.42 per share, up 31% over the same quarter of last year. "AMETEK performed extremely well in the third quarter, establishing quarterly records for sales and earnings. This record performance was driven by strong internal growth, continued operational improvements, and contributions from our strategic acquisitions," commented Frank S. Hermance, AMETEK Chairman and Chief Executive Officer. For the first nine months of 2004, AMETEK sales increased 12% to $906.0 million from $812.2 million in the same period of 2003. Operating income totaled $141.4 million, a 23% increase from $114.9 million earned in the first nine months of last year. Net income for the first nine months of 2004 was $81.4 million, up 28% from $63.5 million in the same period of 2003. Diluted earnings per share were up 26% to $1.18 per share for the first nine months of 2004. ELECTRONIC INSTRUMENTS GROUP (EIG) EIG's third quarter 2004 sales were $172.9 million, up 24% from last year's level of $139.0 million. Third quarter group operating income was up 29% to $32.1 million, versus $24.9 million in the same period of 2003. Group operating margins were 18.6%, up from 17.9% in the third quarter of 2003. "EIG had a tremendous quarter," noted Mr. Hermance. "The revenue increase was driven by 8% internal growth and the contributions from the Taylor Hobson and Chandler Instruments acquisitions. Operating income was up sharply, driven by the top-line performance and the benefits of our operational excellence initiatives across the Group." ELECTROMECHANICAL GROUP (EMG) EMG's sales of $137.8 million were up 7% from $128.8 million in the third quarter of 2003. Third quarter group operating income of $24.0 million was up 11%, versus $21.6 million reported for the same period of 2003. EMG's operating income margin in the third quarter of 2004 was 17.4%, compared with 16.8% in the third quarter of 2003. --MORE --
AMETEK ACHIEVES RECORD RESULTS PAGE 2. "EMG also had an excellent quarter. The revenue growth was driven by strong performance in our differentiated businesses. Operating income was up 11% on the addition of Hughes Treitler and our continued operational improvements across the Group," added Mr. Hermance. OUTLOOK Mr. Hermance commented, "We are again raising our estimates for the year. Full-year revenues are expected to be up low double-digits on the benefits of our acquisition program and continued solid internal growth in each of our two Groups. Earnings are expected to be approximately $1.59 to $1.61 per diluted share, an increase of approximately 22% to 24% over 2003." "Our fourth quarter 2004 sales are expected to be up low double-digits from last year's fourth quarter on internal growth in both segments and the contribution from the Taylor Hobson and Hughes-Treitler acquisitions. We expect our earnings to be approximately $.41 to $.43 per diluted share, an increase of approximately 14% to 19% over last year's fourth quarter," concluded Mr. Hermance. CONFERENCE CALL AMETEK, Inc. will Web cast it's Third Quarter 2004 investor conference call on Wednesday, October 20, 2004, beginning at 8:30 AM ET. 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 annualized sales of more than $1.2 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 NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2004 2003 2004 2003 --------- --------- --------- --------- NET SALES $ 310,707 $ 267,781 $ 906,047 $ 812,182 --------- --------- --------- --------- EXPENSES: Cost of sales, excluding depreciation 216,534 190,049 640,479 586,398 Selling, general and administrative 35,112 30,130 97,954 85,697 Depreciation 8,608 8,123 26,184 25,191 --------- --------- --------- --------- Total expenses 260,254 228,302 764,617 697,286 --------- --------- --------- --------- OPERATING INCOME 50,453 39,479 141,430 114,896 Other income (expenses): Interest expense (7,541) (6,459) (20,676) (19,426) Other, net (659) 160 (696) (939) --------- --------- --------- --------- Income before income taxes 42,253 33,180 120,058 94,531 Provision for income taxes 13,233 11,262 38,707 31,079 --------- --------- --------- --------- NET INCOME $ 29,020 $ 21,918 $ 81,351 $ 63,452 ========= ========= ========= ========= DILUTED EARNINGS PER SHARE (a) $ 0.42 $ 0.32 $ 1.18 $ 0.94 ========= ========= ========= ========= BASIC EARNINGS PER SHARE (a) $ 0.43 $ 0.33 $ 1.20 $ 0.96 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING (a): Diluted shares 69,552 67,721 69,039 67,389 ========= ========= ========= ========= Basic shares 68,124 66,474 67,657 66,073 ========= ========= ========= ========= Dividends per share (a) $ 0.06 $ 0.03 $ 0.18 $ 0.09 ========= ========= ========= ========= (a) Amounts for 2003 have been restated to reflect a two-for-one stock split effective February 27, 2004. - 1 -
AMETEK, INC. INFORMATION BY BUSINESS SEGMENT (UNAUDITED) (IN THOUSANDS) THREE MONTHS ENDED NINE MONTHS ENDED SEPTEMBER 30, SEPTEMBER 30, ----------------------------- ----------------------------- 2004 2003 2004 2003 --------- --------- --------- --------- NET SALES Electronic Instruments $ 172,929 $ 138,978 $ 483,094 $ 409,942 Electromechanical 137,778 128,803 422,953 402,240 --------- --------- --------- --------- Total Consolidated $ 310,707 $ 267,781 $ 906,047 $ 812,182 ========= ========= ========= ========= OPERATING INCOME Electronic Instruments $ 32,083 $ 24,886 $ 86,215 $ 66,753 Electromechanical 24,029 21,640 72,378 65,131 --------- --------- --------- --------- Total segments 56,112 46,526 158,593 131,884 Corporate and other (5,659) (7,047) (17,163) (16,988) --------- --------- --------- --------- Total Consolidated $ 50,453 $ 39,479 $ 141,430 $ 114,896 ========= ========= ========= ========= - 2 -
AMETEK, INC. CONDENSED CONSOLIDATED BALANCE SHEET (IN THOUSANDS) SEPTEMBER 30, December 31, 2004 2003 ---------- ---------- (UNAUDITED) ASSETS Current assets: Cash, cash equivalents and marketable securities $ 32,410 $ 22,886 Receivables, net 214,920 189,010 Inventories 167,615 143,359 Other current assets 34,567 26,811 ---------- ---------- Total current assets 449,512 382,066 Property, plant and equipment, net 203,416 213,622 Goodwill, net 608,735 506,964 Other intangibles, investments and other assets 129,926 112,195 ---------- ---------- Total assets $1,391,589 $1,214,847 ========== ========== LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities: Short-term borrowings and current portion of long-term debt $ 79,454 $ 106,774 Accounts payable and accruals 204,461 182,457 ---------- ---------- Total current liabilities 283,915 289,231 Long-term debt 407,964 317,674 Deferred income taxes and other long-term liabilities 87,899 78,812 Stockholders' equity 611,811 529,130 ---------- ---------- Total liabilities and stockholders' equity $1,391,589 $1,214,847 ========== ========== - 3 -