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 22, 2003 ------------------------------- 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 July 21, 2003. Item 9. Regulation FD Disclosure The following information is being furnished pursuant to Item 12. "Results of Operations and Financial Condition" of Form 8-K as provided in the Securities and Exchange Commission's interim guidance regarding filing requirement for Item 12 of Form 8-K (Release No. 33-8216). Such information, including the Exhibit attached hereto, 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 July 21, 2003, AMETEK, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2003. A copy of the press release is attached as Exhibit 99(a) to this report. 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) July 22, 2003 3
AMETEK, Inc. EXHIBIT INDEX Exhibit Number Description -------------- ----------- 99(a) Copy of press release issued by AMETEK, Inc. on July 21, 2003. 4
EXHIBIT 99(a) [AMETEK LOGO] CORPORATE OFFICE 37 North Valley Road, Building 4, P.O. Box 1764, PAOLI, PA 19301-0801 Contact: William J. Burke (610) 889-5249 AMETEK ACHIEVES RECORD QUARTERLY RESULTS --FIRST HALF CASH FLOW FROM OPERATIONS UP 34%-- Paoli, PA, July 21, 2003 -- AMETEK Inc. (NYSE: AME) today announced second quarter results that established quarterly records for sales, operating income, net income and diluted earnings per share. AMETEK's second quarter 2003 sales of $276.9 million were up 4% from the $267.4 million recorded in the second quarter of 2002. Operating income for the second quarter of 2003 was $38.7 million, up 3% from the second quarter of 2002. Net income of $21.8 million was up 2% from last year's second quarter and diluted earnings per share were $.65 per share, up 3% over the same quarter of last year. The Company continues to generate strong cash flow. Cash flow from operations was $50.3 million in the second quarter of 2003. For the first six months of 2003, cash flow from operations was $76.3 million, up 34% over a very strong first half of 2002. "AMETEK performed very well in the second quarter, especially given the continuing weak economic conditions in the manufacturing sector," commented Frank S. Hermance, AMETEK Chairman and Chief Executive Officer. "Our Four Growth Strategies continue to provide the foundation for top- and bottom-line growth. Our most recent acquisitions - Airtechnology and Solidstate Controls - drove our sales increase in the quarter, and our strong operational excellence results contributed to our record earnings," he noted. For the first half of 2003, AMETEK sales increased 3% to $544.4 million from $531.0 million in the same period of 2002. Operating income totaled $75.4 million, a 2% increase from $74.1 million earned in the first half of last year. Net income for the first half of 2003 was $41.5 million, up 1% from $41.0 million in the same period of 2002. Diluted earnings per share were up 2% to $1.24 for the first half of 2003. ELECTRONIC INSTRUMENTS GROUP (EIG) EIG's second quarter 2003 sales were $137.4 million, up 2% from last year's level of $135.3 million. Second quarter group operating income was up 6% to $21.9 million, versus $20.7 million in the same period of 2002. Group operating margins were 15.9%, up from 15.3% in the second quarter of 2002. "EIG had a great quarter in a very difficult economic environment," noted Mr. Hermance. "Revenue for the group was up, driven by the acquisition of Solidstate Controls earlier this year. Our aerospace and power businesses remain weak when compared with a year ago, but their results were in line with our expectations. Profitability was up nicely as our cost reduction activities continue to provide excellent results." --MORE--
AMETEK ACHIEVES RECORD RESULTS PAGE 2. ELECTROMECHANICAL GROUP (EMG) EMG's sales of $139.5 million were up 6% from $132.1 million in the second quarter of 2002. Second quarter group operating income of $21.7 million was down slightly, as compared with the $21.9 million reported for the same period of 2002. EMG's operating income margin in the second quarter of 2003 was 15.5%, down from a difficult comparison of 16.5% in the second quarter of 2002. "Group revenues were up on the contribution from Airtechnology, acquired in the first quarter of this year. The trends that affected our core businesses in the first quarter continued into the second quarter. Our European floor care motor business was strong, while our domestic floor care business remained weak. Operating margin was negatively impacted by severance costs, higher than anticipated benefit costs, and weakness in the U.S. floor care market," added Mr. Hermance. OUTLOOK "For the balance of 2003, we are not expecting market conditions for our businesses to improve. We continue to aggressively manage our cost structure to the realities of the economic environment and are poised to take advantage of an economic rebound when it does occur. For the full year, we anticipate mid single-digit revenue growth with diluted earnings per share in the range of $2.65 to $2.70 per share," concluded Mr. Hermance. CONFERENCE CALL AMETEK, Inc. will Web cast it's Second Quarter 2003 investor conference call on Tuesday, July 22, 2003, beginning at 9:00 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 2002 sales of more than $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 SIX MONTHS ENDED JUNE 30, JUNE 30, -------------------------- --------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- NET SALES $ 276,870 $ 267,426 $ 544,401 $ 530,984 --------- --------- --------- --------- EXPENSES: Cost of sales, excluding depreciation 201,285 194,420 396,349 386,206 Selling, general and administrative 28,252 27,009 55,567 54,784 Depreciation 8,593 8,293 17,068 15,856 --------- --------- --------- --------- Total expenses 238,130 229,722 468,984 456,846 --------- --------- --------- --------- OPERATING INCOME 38,740 37,704 75,417 74,138 Other income (expenses): Interest expense (6,335) (6,383) (12,967) (13,277) Other, net (212) 86 (1,099) (110) --------- --------- --------- --------- Income before income taxes 32,193 31,407 61,351 60,751 Provision for income taxes 10,377 10,082 19,817 19,761 --------- --------- --------- --------- NET INCOME $ 21,816 $ 21,325 $ 41,534 $ 40,990 ========= ========= ========= ========= DILUTED EARNINGS PER SHARE $ 0.65 $ 0.63 $ 1.24 $ 1.22 ========= ========= ========= ========= BASIC EARNINGS PER SHARE $ 0.66 $ 0.65 $ 1.26 $ 1.25 ========= ========= ========= ========= AVERAGE COMMON SHARES OUTSTANDING: Diluted shares 33,577 33,797 33,611 33,700 ========= ========= ========= ========= Basic shares 32,891 32,991 32,936 32,894 ========= ========= ========= ========= Dividends per share $ 0.06 $ 0.06 $ 0.12 $ 0.12 ========= ========= ========= =========
AMETEK, INC. INFORMATION BY BUSINESS SEGMENT (UNAUDITED) (IN THOUSANDS) THREE MONTHS ENDED SIX MONTHS ENDED JUNE 30, JUNE 30, --------------------------- --------------------------- 2003 2002 2003 2002 ---- ---- ---- ---- NET SALES Electronic Instruments $ 137,363 $ 135,308 $ 270,964 $ 272,109 Electromechanical 139,507 132,118 273,437 258,875 --------- --------- --------- --------- Total Consolidated $ 276,870 $ 267,426 $ 544,401 $ 530,984 ========= ========= ========= ========= OPERATING INCOME Electronic Instruments $ 21,885 $ 20,657 $ 41,867 $ 41,616 Electromechanical 21,690 21,864 43,491 42,437 --------- --------- --------- --------- Total segments 43,575 42,521 85,358 84,053 Corporate and other (4,835) (4,817) (9,941) (9,915) --------- --------- --------- --------- Total Consolidated $ 38,740 $ 37,704 $ 75,417 $ 74,138 ========= ========= ========= =========