AMETEK INC/ false 0001037868 0001037868 2020-02-05 2020-02-05

 

 

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): February 5, 2020

 

AMETEK, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

1-12981

 

14-1682544

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

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 (see General Instructions A.2. below):

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 Par Value (voting)

 

AME

 

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


Item 2.02 Results of Operations and Financial Condition.

On February 5, 2020, AMETEK, Inc. (the “Company”) issued a press release announcing its financial results for the three months and year ended December 31, 2019. A copy of the release is furnished as Exhibit 99.1 and incorporated by reference herein. This Current Report on Form 8-K and the press release attached hereto are being furnished pursuant to Item 2.02 of Form 8-K.

The information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that Section and shall not be deemed to be incorporated by reference into any filing by the Company under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 8.01 Other Events.

On February 5, 2020, the Company issued a press release announcing it has acquired IntelliPower. A copy of the release is furnished as Exhibit 99.2 to this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit
    No.    

   

Description

         
 

99.1

   

Press release, dated February 5, 2020, “AMETEK Announces Record Fourth Quarter and Full Year Results”.

         
 

99.2

   

Press release, dated February 5, 2020, “AMETEK Acquires IntelliPower”.

         
 

104

   

Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.

             

February 5, 2020

 

 

By:

 

/s/ THOMAS M. MONTGOMERY

 

 

Name:

 

Thomas M. Montgomery

 

 

Title:

 

Senior Vice President - Comptroller

Exhibit 99.1

 

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AMETEK Announces Record Fourth Quarter and Full Year Results

BERWYN, PA, FEBRUARY 5, 2020 – AMETEK, Inc. (NYSE: AME) today announced its financial results for the fourth quarter and full year ended December 31, 2019.

AMETEK’s fourth quarter 2019 sales were a record $1.30 billion, up 3% compared to the fourth quarter of 2018. Operating income increased 6% to $297.7 million and operating margins expanded to 22.8%, an increase of 60 basis points over the prior-year period.

On a GAAP basis, fourth quarter earnings per diluted share were $0.96. Adjusted earnings, which adds back non-cash, after-tax, acquisition-related intangible amortization, were $1.08 per diluted share, a 13% increase over the comparable quarter in 2018. A reconciliation of reported GAAP results to adjusted results is included in the financial tables accompanying this release and on the AMETEK website.

“AMETEK completed an outstanding year with a strong fourth quarter,” commented David A. Zapico, AMETEK Chairman and Chief Executive Officer. “We achieved a record level of sales, drove excellent operating margin expansion and delivered 13% earnings growth in the quarter. Additionally, our businesses continue to generate excellent levels of cash flow, with operating cash flow in the fourth quarter increasing to a record $342.2 million, up 16% over the same period in 2018.”

“We also continued to strengthen our portfolio, deploying nearly $1.1 billion in 2019 on the acquisitions of Gatan and PDT, and announcing a definitive agreement to divest our Reading Alloys business,” added Mr. Zapico.

For the full year, AMETEK’s sales were a record $5.2 billion, an increase of 6% over 2018. Operating income was a record $1.18 billion, up 9%, and operating income margins were 22.8%, expanding 60 basis points over last year’s results.

On a GAAP basis, full year earnings were $3.75 per diluted share. Full year adjusted earnings were $4.19 per share, an increase of 14% over 2018’s comparable adjusted earnings of $3.66 per share.

Electronic Instruments Group (EIG)

Sales for EIG in the fourth quarter were a record $880.2 million, up 7% over the same period in 2018. EIG fourth quarter operating income increased 7% year-over-year to a record $229.9 million and operating income margins were 26.1%, up 10 basis points over the prior year.

 

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“EIG finished the year with strong results in the fourth quarter. Solid sales growth driven by the acquisitions of Telular, Spectro Scientific and Gatan, coupled with continued execution of Operational Excellence initiatives allowed EIG to deliver strong operating performance,” noted Mr. Zapico.

Electromechanical Group (EMG)

In the fourth quarter, EMG sales were $424.7 million, down 5% compared to the fourth quarter of 2018. EMG operating income for the quarter was $84.6 million and operating income margins were 19.9%, an increase of 60 basis points over 2018’s fourth quarter.

“EMG delivered solid operating performance in the fourth quarter with excellent operating margin expansion driven by our Operational Excellence initiatives,” commented Mr. Zapico.

2020 Outlook

“While uncertainties remain in the global economy, the AMETEK Growth Model provides our businesses with the operational agility to adapt to changing economic environments. We are poised to deliver another year of solid growth and strong operating performance through continued productivity and asset-management improvements,” noted Mr. Zapico.

“Given our robust cash flows and financial strength, we are well-positioned to continue investing in our growth initiatives and acquiring companies in attractive, niche markets to deliver long-term, sustainable success for our shareholders.”

“For 2020, we expect overall sales to be up low single digits on a percentage basis compared to 2019. Organic sales for the year are expected to be roughly flat versus the prior year. Adjusted earnings per diluted share are expected to be in the range of $4.24 to $4.38, an increase of 1% to 5% over the prior year’s comparable basis. Our full year guidance assumes the Reading Alloys business is divested in the first quarter and excludes the gain on the anticipated sale,” he added.

“For the first quarter of 2020, overall sales are expected to be up low single digits versus the first quarter of 2019. Adjusted earnings for the first quarter are anticipated to be in the range of $1.01 to $1.04 per share, up 1% to 4% over the prior year comparable basis,” concluded Mr. Zapico.

Conference Call

AMETEK will webcast its fourth quarter 2019 investor conference call on Wednesday, February 5, 2020, beginning at 8:30 AM ET. The live audio webcast will be available and later archived in the Investors section of www.ametek.com.

 

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Corporate Profile

AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with annual sales of approximately $5.0 billion. The AMETEK Growth Model integrates the Four Growth Strategies - Operational Excellence, New Product Development, Global and Market Expansion, and Strategic Acquisitions - with a disciplined focus on cash generation and capital deployment. 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 500.

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 AMETEK’s ability to consummate and successfully integrate future acquisitions; risks associated with international sales and operations, including supply chain disruptions; AMETEK’s 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.

Contact:

AMETEK, Inc.

Kevin Coleman

Vice President, Investor Relations

1100 Cassatt Road

Berwyn, Pennsylvania 19312

kevin.coleman@ametek.com

Phone: 610.889.5247

 

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AMETEK, Inc.

Consolidated Statement of Income

(In thousands, except per share amounts)

(Unaudited)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2019     2018     2019     2018  

Net sales

   $ 1,304,821     $ 1,271,328     $ 5,158,557     $ 4,845,872  
  

 

 

   

 

 

   

 

 

   

 

 

 

Cost of sales

     858,175       835,268       3,370,897       3,186,310  

Selling, general and administrative

     148,991       154,040       610,280       584,022  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     1,007,166       989,308       3,981,177       3,770,332  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income

     297,655       282,020       1,177,380       1,075,540  

Interest expense

     (23,045     (20,319     (88,481     (82,180

Other expense, net

     (6,630     (2,931     (19,151     (5,615
  

 

 

   

 

 

   

 

 

   

 

 

 

Income before income taxes

     267,980       258,770       1,069,748       987,745  

Provision for income taxes

     47,203       47,250       208,451       209,812  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income

   $ 220,777     $ 211,520     $ 861,297     $ 777,933  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted earnings per share

   $ 0.96     $ 0.91     $ 3.75     $ 3.34  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic earnings per share

   $ 0.97     $ 0.92     $ 3.78     $ 3.37  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average common shares outstanding:

        

Diluted shares

     230,006       231,333       229,395       232,712  
  

 

 

   

 

 

   

 

 

   

 

 

 

Basic shares

     228,557       229,611       227,759       230,823  
  

 

 

   

 

 

   

 

 

   

 

 

 

Dividends per share

   $ 0.14     $ 0.14     $ 0.56     $ 0.56  
  

 

 

   

 

 

   

 

 

   

 

 

 

AMETEK, Inc.

Information by Business Segment

(In thousands)

(Unaudited)

 

     Three Months Ended
December 31,
    Year Ended
December 31,
 
     2019     2018     2019     2018  

Net sales:

        

Electronic Instruments

   $ 880,171     $ 826,034     $ 3,322,881     $ 3,028,959  

Electromechanical

     424,650       445,294       1,835,676       1,816,913  
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net sales

   $ 1,304,821     $ 1,271,328     $ 5,158,557     $ 4,845,872  
  

 

 

   

 

 

   

 

 

   

 

 

 

Operating income:

        

Segment operating income:

        

Electronic Instruments

   $ 229,859     $ 214,641     $ 865,307     $ 782,144  

Electromechanical

     84,602       85,846       387,931       363,765  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total segment operating income

     314,461       300,487       1,253,238       1,145,909  

Corporate administrative expenses

     (16,806     (18,467     (75,858     (70,369
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated operating income

   $ 297,655     $ 282,020     $ 1,177,380     $ 1,075,540  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

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AMETEK, Inc.

Condensed Consolidated Balance Sheet

(In thousands)

 

     December 31,
2019
     December 31,
2018
 
     (Unaudited)         

ASSETS

     

Current assets:

     

Cash and cash equivalents

   $ 393,030      $ 353,975  

Receivables, net

     744,760        732,839  

Inventories, net

     624,567        624,744  

Other current assets

     263,414        124,586  
  

 

 

    

 

 

 

Total current assets

     2,025,771        1,836,144  

Property, plant and equipment, net

     548,908        554,130  

Right of use asset, net

     179,679        —    

Goodwill

     4,047,539        3,612,033  

Other intangibles, investments and other assets

     3,042,662        2,659,981  
  

 

 

    

 

 

 

Total assets

   $ 9,844,559      $ 8,662,288  
  

 

 

    

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

     

Current liabilities:

     

Short-term borrowings and current portion of long-term debt, net

   $ 497,449      $ 358,876  

Accounts payable and accruals

     928,409        899,828  
  

 

 

    

 

 

 

Total current liabilities

     1,425,858        1,258,704  

Long-term debt, net

     2,271,292        2,273,837  

Deferred income taxes and other long-term liabilities

     1,031,917        887,825  

Stockholders’ equity

     5,115,492        4,241,922  
  

 

 

    

 

 

 

Total liabilities and stockholders’ equity

   $  9,844,559      $  8,662,288  
  

 

 

    

 

 

 

 

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AMETEK, Inc.

Reconciliations of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts)

(Unaudited)

 

     Diluted Earnings Per Share  
     Three Months Ended     Year Ended  
     December 31,     December 31,     December 31,     December 31,  
     2019     2018     2019     2018  

Diluted earnings per share (GAAP)

   $ 0.96     $ 0.91     $ 3.75     $ 3.34  

Pretax amortization of acquisition-related intangible assets

     0.16       0.13       0.58       0.49  

Income tax benefit on amortization of acquisition-related intangible assets

     (0.04     (0.03     (0.14     (0.12

Net deferred tax revaluation due to Tax Reform

     —         (0.01     —         (0.01

Deemed repatriation of foreign earnings due to Tax Reform

     —         (0.04     —         (0.04
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Diluted earnings per share (Non-GAAP)

   $ 1.08     $ 0.96     $ 4.19     $ 3.66  
  

 

 

   

 

 

   

 

 

   

 

 

 
     Forecasted Diluted Earnings Per Share (1)  
     Three Months Ended
March 31,
    Year Ended
December 31,
 
     Low
2020
    High
2020
    Low
2020
    High
2020
 

Diluted earnings per share (GAAP)

   $ 0.88     $ 0.91     $ 3.72     $ 3.86  

Pretax amortization of acquisition-related intangible assets

     0.17       0.17       0.69       0.69  

Income tax benefit on amortization of acquisition-related intangible assets

     (0.04     (0.04     (0.17     (0.17
  

 

 

   

 

 

   

 

 

   

 

 

 

Adjusted Diluted earnings per share (Non-GAAP)

   $ 1.01     $ 1.04     $ 4.24     $ 4.38  
  

 

 

   

 

 

   

 

 

   

 

 

 

 

(1)

Excludes the gain associated with the anticipated sale of Reading Alloys business.

Use of Non-GAAP Financial Information

The Company supplements its consolidated financial statements presented on a U.S. generally accepted accounting principles (“GAAP”) basis with certain non-GAAP financial information to provide investors with greater insight, increased transparency and allow for a more comprehensive understanding of the information used by management in its financial and operational decision-making. Reconciliation of non-GAAP measures to their most directly comparable GAAP measures are included in the accompanying financial tables. These non-GAAP financial measures should be considered in addition to, and not as a replacement for, or superior to, the comparable GAAP measure, and may not be comparable to similarly titled measures reported by other companies.

The Company believes that these measures provide useful information to investors by reflecting additional ways of viewing AMETEK’s operations that, when reconciled to the comparable GAAP measure, helps our investors to better understand the long-term profitability trends of our business, and facilitates easier comparisons of our profitability to prior and future periods and to our peers.

 

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Exhibit 99.2

 

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AMETEK Acquires IntelliPower

- Leading Provider of Mission-Critical Uninterruptable Power Systems -

BERWYN, PA, February 5, 2020 – AMETEK, Inc. (NYSE: AME) today announced that it has acquired IntelliPower, a leading provider of high-reliability, ruggedized uninterruptable power systems serving a wide range of defense and industrial applications.

IntelliPower designs and manufactures a broad portfolio of ruggedized solutions including uninterruptable power systems, external battery packs, power distribution units and power conditioners. These products protect mission-critical applications by utilizing high-efficiency, power-switching technology which can be remotely monitored and managed.

“IntelliPower is an excellent acquisition for AMETEK and is a highly complementary fit with our Power Systems and Instruments Division,” comments David A. Zapico, AMETEK Chairman and Chief Executive Officer. “IntelliPower is a market leader in ruggedized uninterruptable power solutions and broadens our technological capabilities in this attractive market segment.”

IntelliPower is headquartered in Orange, California. The company has annual sales of approximately $40 million and was acquired for approximately $115 million. IntelliPower joins AMETEK as part of its Electronic Instruments Group (EIG) - a leader in advanced analytical, monitoring, testing, calibrating and display instrumentation.

Corporate Profile

AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with annual sales of approximately $5.0 billion. The AMETEK Growth Model integrates the Four Growth Strategies - Operational Excellence, New Product Development, Global and Market Expansion, and Strategic Acquisitions - with a disciplined focus on cash generation and capital deployment. 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 500.

Contact:

AMETEK, Inc.

Kevin Coleman

Vice President, Investor Relations

1100 Cassatt Road

Berwyn, Pennsylvania 19312

kevin.coleman@ametek.com

Phone: 610.889.5247

 

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