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): | April 28, 2011 |
AMETEK, Inc.
__________________________________________
(Exact name of registrant as specified in its charter)
| Delaware | 1-12981 | 14-1682544 |
|
_____________________ (State or other jurisdiction |
_____________ (Commission |
______________ (I.R.S. Employer |
| of incorporation) | File Number) | Identification No.) |
| 1100 Cassatt Road, Berwyn, Pennsylvania | 19312 | |
|
_________________________________ (Address of principal executive offices) |
___________ (Zip Code) |
| Registrant’s telephone number, including area code: | 610-647-2121 |
Not Applicable
______________________________________________
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))
Item 2.02 Results of Operations and Financial Condition.
On April 28, 2011, AMETEK, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2011. A copy of such press release is furnished as Exhibit 99.1 to this Current Report.
Item 8.01 Other Events.
On April 28, 2011, AMETEK, Inc. issued a press release announcing it has acquired Avicenna Technology, Inc. A copy of such press release is attached as Exhibit 99.2. The information contained in said press release is hereby incorporated by reference in this Form 8-K.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit
99.1 Copy of press release issued by AMETEK, Inc. on April 28, 2011 (furnished but not filed pursuant to Item 2.02).
99.2 Copy of press release issued by AMETEK, Inc. on April 28, 2011.
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 hereunto duly authorized.
| AMETEK, Inc. | ||||
| April 28, 2011 | By: |
/s/ Robert R. Mandos, Jr.
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| Name: Robert R. Mandos, Jr. | ||||
| Title: Senior Vice President and Comptroller | ||||
Exhibit Index
| Exhibit No. | Description | |
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99.1
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Copy of press release issued by AMETEK, Inc. on April 28, 2011. | |
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99.2
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Copy of press release issued by AMETEK, Inc. on April 28, 2011. |
Exhibit 99.1
CORPORATE OFFICE
1100 Cassatt Road, Berwyn, PA 19312
Contact: William J. Burke (610) 889-5249
AMETEK ANNOUNCES RECORD RESULTS
Berwyn, PA, April 28, 2011 – AMETEK, Inc. (NYSE: AME) today announced first quarter results that established quarterly records for orders, sales, operating margins, and diluted earnings per share. In addition, backlog at March 31, 2011 was $910 million – an all-time high.
AMETEK’s first quarter 2011 sales of $717.8 million were up 29% over the same period of 2010. Operating income was $152.0 million in the first quarter of 2011, compared with $102.4 million in the same period of 2010. Operating income margin in the quarter of 21.2% was a 280 basis point improvement over the first quarter of 2010. Net income in the first quarter of 2011 increased 56% to $90.4 million, from $57.9 million in last year’s first quarter. Diluted earnings per share increased 56% to $0.56 per diluted share, from the first quarter 2010 level of $0.36 per diluted share.
“AMETEK had a tremendous first quarter. Orders were up 37% to a record $799 million in the quarter with broad based strength evident in most of our markets. Sales were up 29% on the strength of the order input and the contributions from the acquisitions completed last year. Our focus on Operational Excellence, coupled with the higher sales, resulted in record earnings and margins for the quarter,” noted Frank S. Hermance, AMETEK Chairman and Chief Executive Officer.
Electronic Instruments Group (EIG)
For the 2011 first quarter, EIG sales increased 30% to $388.8 million. Operating income in the
first quarter of 2011 increased 45% to $100.0 million, compared with $69.1 million in the first
quarter of 2010. For the first quarter of 2011, operating margins were 25.7%, up 260 basis points
from 23.1% in last year’s first quarter.
“EIG had an excellent first quarter. Strong core growth resulted from the continuing strength in our Process, Power and Industrial businesses. As expected, our oil and gas businesses showed sizable strength. The recent Atlas Materials Testing Technology acquisition also contributed to the revenue increase. This higher revenue, coupled with a streamlined cost structure, enabled us to significantly expand operating margins,” said Mr. Hermance.
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AMETEK ANNOUNCES RECORD RESULTS
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Electromechanical Group (EMG)
For the 2011 first quarter, EMG sales increased 27% to $328.9 million. Operating income in the
first quarter of 2011 increased 45% to $62.9 million, compared with $43.4 million in the first
quarter of 2010. For the first quarter of 2011, operating margins were 19.1%, up 230 basis points
from 16.8% in last year’s first quarter.
“EMG also had an excellent first quarter. Strong core growth in our differentiated businesses and the contributions from the acquisitions of Haydon Enterprises and Technical Services for Electronics drove the top line increase. Operating margins expanded sharply on the higher revenues and our lowered cost structure,” commented Mr. Hermance.
2011 Outlook
“We expect our businesses to continue to show solid growth in 2011, with our longer cycle oil and
gas, power and aerospace business showing particular strength. Our record backlog, strong
portfolio of businesses, proven operational capabilities, and a successful focus on strategic
acquisitions should enable us to perform well in 2011,” noted Mr. Hermance.
“We anticipate 2011 revenue to be up high teens on a percentage basis from 2010. Earnings for 2011 are expected to be in the range of $2.20 to $2.25 per diluted share, up 25% to 28% over 2010, reflecting the leveraged impact of core growth and our streamlined cost structure. This guidance is in-line with our April 15th announcement, and up significantly from our January guidance of $2.00 to $2.07 per diluted share,” added Mr. Hermance.
“Second quarter 2011 sales are expected to be up approximately 20% over last year’s second quarter. We estimate our earnings to be approximately $0.53 to $0.55 per diluted share, an increase of 26% to 31% over last year’s second quarter of $0.42 per diluted share,” concluded Mr. Hermance.
Included in both the full-year and second quarter guidance is $0.02 per diluted share of costs associated with the performance-based, accelerated vesting of restricted stock, which resulted from a doubling of our stock price since the April 23, 2009 grant date.
Conference Call
The Company will Web cast its First Quarter 2011 investor conference call on Thursday, April 28,
2011, beginning at 8:30 AM ET. The live audio Web cast will be available at the Investors section
of www.ametek.com and at www.streetevents.com. The call will also be archived at
the Investors section of www.ametek.com.
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AMETEK ANNOUNCES RECORD RESULTS
Page 3
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices
with annualized sales of $2.9 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 and the Russell 1000 Indices.
Forward-looking Information
Statements in this news release relating to future events, such as AMETEK’s expected business and
financial performance are “forward-looking statements.” Forward-looking statements are subject to
various factors and uncertainties that may cause actual results to differ significantly from
expectations. These factors and uncertainties include our ability to consummate and successfully
integrate future acquisitions; risks associated with international sales and operations; our
ability to successfully develop new products, open new facilities or transfer product lines; the
price and availability of raw materials; compliance with government regulations, including
environmental regulations; changes in the competitive environment or the effects of competition in
our markets; the ability to maintain adequate liquidity and financing sources; and general economic
conditions affecting the industries we serve. A detailed discussion of these and other factors
that may affect our future results is contained in AMETEK’s filings with the U.S. Securities and
Exchange Commission, including its most recent reports on Form 10-K, 10-Q and 8-K. AMETEK
disclaims any intention or obligation to update or revise any forward-looking statements.
# # #
(Financial Information Follows)
AMETEK, Inc.
Consolidated Statement of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
Net sales |
$ | 717,783 | $ | 556,662 | ||||
Operating expenses: |
||||||||
Cost of sales, excluding depreciation |
472,804 | 375,724 | ||||||
Selling, general and administrative |
81,492 | 67,543 | ||||||
Depreciation |
11,467 | 10,949 | ||||||
Total operating expenses |
565,763 | 454,216 | ||||||
Operating income |
152,020 | 102,446 | ||||||
Other expenses: |
||||||||
Interest expense |
(17,150 | ) | (16,754 | ) | ||||
Other, net |
(1,485 | ) | (515 | ) | ||||
Income before income taxes |
133,385 | 85,177 | ||||||
Provision for income taxes |
42,950 | 27,232 | ||||||
Net income |
$ | 90,435 | $ | 57,945 | ||||
Diluted earnings per share |
$ | 0.56 | $ | 0.36 | ||||
Basic earnings per share |
$ | 0.57 | $ | 0.36 | ||||
Weighted average common shares outstanding: |
||||||||
Diluted shares |
162,186 | 161,355 | ||||||
Basic shares |
159,728 | 159,928 | ||||||
Dividends per share |
$ | 0.06 | $ | 0.04 | ||||
- 1 -
AMETEK, Inc.
Information by Business Segment
(In thousands)
(Unaudited)
| Three Months Ended | ||||||||
| March 31, | ||||||||
| 2011 | 2010 | |||||||
Net sales: |
||||||||
Electronic Instruments |
$ | 388,842 | $ | 298,664 | ||||
Electromechanical |
328,941 | 257,998 | ||||||
Consolidated net sales |
$ | 717,783 | $ | 556,662 | ||||
Income: |
||||||||
Segment operating income: |
||||||||
Electronic Instruments |
$ | 99,960 | $ | 69,066 | ||||
Electromechanical |
62,926 | 43,364 | ||||||
Total segment operating income |
162,886 | 112,430 | ||||||
Corporate administrative and
other expenses |
(10,866 | ) | (9,984 | ) | ||||
Consolidated operating income |
$ | 152,020 | $ | 102,446 | ||||
- 2 -
AMETEK, Inc.
Condensed Consolidated Balance Sheet
(In thousands)
| March 31, | December 31, | |||||||
| 2011 | 2010 | |||||||
| (Unaudited) | ||||||||
ASSETS |
||||||||
Current assets: |
||||||||
Cash, cash equivalents and marketable securities |
$ | 161,674 | $ | 168,853 | ||||
Receivables, net |
434,517 | 399,913 | ||||||
Inventories |
351,424 | 335,253 | ||||||
Other current assets |
75,211 | 70,473 | ||||||
Total current assets |
1,022,826 | 974,492 | ||||||
Property, plant and equipment, net |
317,635 | 318,126 | ||||||
Goodwill |
1,591,779 | 1,573,645 | ||||||
Other intangibles, investments and other assets |
961,058 | 952,652 | ||||||
Total assets |
$ | 3,893,298 | $ | 3,818,915 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
Current liabilities: |
||||||||
Short-term borrowings and current portion of long-term debt |
$ | 2,652 | $ | 97,152 | ||||
Accounts payable and accruals |
488,371 | 453,707 | ||||||
Total current liabilities |
491,023 | 550,859 | ||||||
Long-term debt |
1,080,696 | 1,071,360 | ||||||
Deferred income taxes and other long-term liabilities |
439,360 | 421,492 | ||||||
Stockholders’ equity |
1,882,219 | 1,775,204 | ||||||
Total liabilities and stockholders’ equity |
$ | 3,893,298 | $ | 3,818,915 | ||||
- 3 -
Exhibit 99.2
CORPORATE OFFICE
1100 Cassatt Road, Berwyn, PA 19312
Contact: William J. Burke (610) 889-5249
AMETEK ACQUIRES AVICENNA TECHNOLOGY
Berwyn, PA, April 28, 2011 — AMETEK, Inc. (NYSE: AME) today announced that it has acquired Avicenna Technology, Inc., a privately held supplier of custom, fine-featured components used in the medical device industry. Avicenna Technology with its headquarters and manufacturing operations in Montevideo, MN, has annual sales of approximately $25 million.
“Avicenna adds to our growing portfolio of businesses that serve the highly attractive medical device market and is an excellent fit with our Technical Services for Electronics (TSE) business, acquired in 2010,” notes Frank S. Hermance, AMETEK Chairman and Chief Executive Officer.
“Avicenna provides us with additional expertise in producing fine-featured catheter and other medical components for leads, guide wires and custom medical assemblies. Combined with our TSE business, Avicenna positions AMETEK as the only medical interconnects provider with integrated capabilities for the catheter, cardiac and neurostimulation markets,” adds Mr. Hermance.
Avicenna Technology joins AMETEK’s Engineered Materials, Interconnects and Packaging, (EMIP) Division, which manufactures highly engineered electronic interconnects and microelectronic packaging for a wide range of electronics applications. EMIP is a division within AMETEK’s Electromechanical Group—a differentiated supplier of electrical interconnects, specialty metals, technical motors, floor care motors and specialty motors with annualized sales of $1.3 billion.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electro-mechanical devices
with annualized sales of $2.9 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 and the Russell 1000 Indices.
Forward-looking Information
Statements in this news release relating to future events, such as AMETEK’s expected business and
financial performance are “forward-looking statements.” Forward-looking statements are subject to
various factors and uncertainties that may cause actual results to differ significantly from
expectations. These factors and uncertainties include our ability to consummate and successfully
integrate future acquisitions; risks associated with international sales and operations; our
ability to successfully develop
AMETEK ACQUIRES AVICENNA TECHNOLOGY
Page 2
new products, open new facilities or transfer product lines; the price and availability of raw materials; compliance with government regulations, including environmental regulations; changes in the competitive environment or the effects of competition in our markets; the ability to maintain adequate liquidity and financing sources; and general economic conditions affecting the industries we serve. A detailed discussion of these and other factors that may affect our future results is contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Form 10-K, 10-Q and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements.
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