Form 8-K AMETEK INC/ For: Jul 31
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 31, 2018
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)) |
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 July 31, 2018, AMETEK, Inc. (the “Company”) issued a press release announcing its financial results for the three and six months ended June 30, 2018. 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 July 31, 2018, the Company issued a press release announcing it has acquired Motec GmbH. 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.
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. | ||||||
| July 31, 2018 | By: | /s/ THOMAS M. MONTGOMERY | ||||
| Name: | Thomas M. Montgomery | |||||
| Title: | Senior Vice President – Comptroller | |||||
Exhibit 99.1
AMETEK ANNOUNCES RECORD SECOND QUARTER RESULTS
AND RAISES 2018 GUIDANCE
— Reports second quarter sales up 14% over prior year —
— Delivers diluted earnings per share of $0.83, up 28% over prior year —
— Increases 2018 earnings guidance to $3.16 - $3.20 per diluted share —
BERWYN, PA, JULY 31, 2018 – AMETEK, Inc. (NYSE: AME) today announced its financial results for the three month period ended June 30, 2018.
AMETEK’s second quarter 2018 sales were a record $1.21 billion, up 14% compared to the second quarter of 2017, with organic sales growth of 7%. Second quarter operating income increased 18% over the same quarter last year to a record $270.1 million. Operating income margins in the second quarter were 22.3%, up 70 basis points versus the prior year. Earnings in the quarter were $0.83 per diluted share, up 28% compared to the prior year period.
“AMETEK’s businesses again delivered exceptional results,” said David A. Zapico, AMETEK Chairman and Chief Executive Officer. “Continued strong organic sales growth, contributions from recent acquisitions and outstanding operating performance enabled us to exceed our expectations and deliver robust growth in sales and earnings per share.”
Electronic Instruments Group (EIG)
Second quarter EIG sales were a record $744.5 million, up 13% over the same quarter of 2017. Operating income for the quarter was $193.8 million, an 18% increase over the same period last year, and operating margins expanded 110 basis points to 26.0%.
“EIG delivered record-level sales and exceptional operating performance in the quarter. The double-digit sales increase was driven by broad based organic sales growth and contributions from the recent acquisitions. Operating margins increased sharply on higher sales and continued execution of our operational excellence efforts,” commented Mr. Zapico.
Electromechanical Group (EMG)
Second quarter sales for EMG were also a record at $464.5 million, up 14% compared to the second quarter of 2017. EMG operating income in the quarter was a record $94.3 million, an 11% increase over the prior year, and operating margins were 20.3% in the quarter.
-1-
“EMG also delivered excellent results in the second quarter with double-digit sales growth and a record level of operating income. The sales growth was driven by strong organic growth and contributions from the acquisition of FMH Aerospace,” noted Mr. Zapico.
2018 Outlook
“We are very pleased with the company’s performance in the second quarter and through the first half of the year. These results highlight the strength of the AMETEK business model and the success we are having in driving our growth strategies,” commented Mr. Zapico.
“Given these strong second quarter results, we are again raising guidance for 2018. We now expect 2018 earnings per diluted share to be in the range of $3.16 to $3.20, up 21% to 23% over 2017’s adjusted diluted earnings per share. This is an increase from our previous guidance range of $3.06 to $3.12 per diluted share. We continue to expect overall sales for the year to be up low-double digits on a percentage basis, with organic sales up mid-single digits,” he added.
“Overall sales in the third quarter of 2018 are expected to be up high-single digits on a percentage basis versus the prior year period. Third quarter earnings are expected to be in the range of $0.76 to $0.78 per diluted share, up 15% to 18% over the same quarter in 2017,” concluded Mr. Zapico.
Conference Call
AMETEK will webcast its second quarter 2018 investor conference call on Tuesday, July 31, 2018, beginning at 8:30 AM ET. The live audio webcast will be available and later archived in the Investors section of www.ametek.com.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with annualized sales of more than $4.8 billion. AMETEK’s Corporate Growth Plan is based on Four Key Strategies: Operational Excellence, Strategic Acquisitions, 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 500 Index.
-2-
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; 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
Phone: 610.889.5247
(Financial Information Follows)
-3-
AMETEK, Inc.
Consolidated Statement of Income
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2018 | 2017 (1) | 2018 | 2017 (1) | |||||||||||||
| Net sales |
$ | 1,208,935 | $ | 1,064,604 | $ | 2,381,582 | $ | 2,072,286 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Cost of sales |
791,248 | 702,191 | 1,568,048 | 1,369,593 | ||||||||||||
| Selling, general and administrative |
147,601 | 132,864 | 285,280 | 255,697 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total operating expenses |
938,849 | 835,055 | 1,853,328 | 1,625,290 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income |
270,086 | 229,549 | 528,254 | 446,996 | ||||||||||||
| Interest expense |
(20,784 | ) | (24,552 | ) | (42,470 | ) | (49,068 | ) | ||||||||
| Other expense, net |
(1,081 | ) | (1,642 | ) | (1,739 | ) | (3,151 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Income before income taxes |
248,221 | 203,355 | 484,045 | 394,777 | ||||||||||||
| Provision for income taxes |
54,361 | 52,874 | 108,845 | 105,370 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Net income |
$ | 193,860 | $ | 150,481 | $ | 375,200 | $ | 289,407 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Diluted earnings per share |
$ | 0.83 | $ | 0.65 | $ | 1.61 | $ | 1.25 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic earnings per share |
$ | 0.84 | $ | 0.65 | $ | 1.62 | $ | 1.26 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Weighted average common shares outstanding: |
||||||||||||||||
| Diluted shares |
233,297 | 231,588 | 233,131 | 231,296 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Basic shares |
231,252 | 230,158 | 231,090 | 229,853 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Dividends per share |
$ | 0.14 | $ | 0.09 | $ | 0.28 | $ | 0.18 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | - The three and six months ended June 30, 2017 have been restated to reflect the adoption of new accounting guidance in 2018, which resulted in the presentation of $2.8 million and $5.7 million, respectively, of other net periodic benefit income in Other expense, net rather than in Operating income, with no change in Net income. |
AMETEK, Inc.
Information by Business Segment
(In thousands)
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||||||||||
| June 30, | June 30, | |||||||||||||||
| 2018 | 2017 | 2018 | 2017 | |||||||||||||
| Net sales: |
||||||||||||||||
| Electronic Instruments |
$ | 744,458 | $ | 657,663 | $ | 1,460,884 | $ | 1,277,432 | ||||||||
| Electromechanical |
464,477 | 406,941 | 920,698 | 794,854 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Consolidated net sales |
$ | 1,208,935 | $ | 1,064,604 | $ | 2,381,582 | $ | 2,072,286 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Operating income: |
||||||||||||||||
| Segment operating income: |
||||||||||||||||
| Electronic Instruments |
$ | 193,831 | $ | 163,755 | $ | 377,190 | $ | 319,016 | ||||||||
| Electromechanical |
94,250 | 84,568 | 185,252 | 162,911 | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total segment operating income |
288,081 | 248,323 | 562,442 | 481,927 | ||||||||||||
| Corporate administrative expenses |
(17,995 | ) | (18,774 | ) | (34,188 | ) | (34,931 | ) | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Consolidated operating income |
$ | 270,086 | $ | 229,549 | $ | 528,254 | $ | 446,996 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
-4-
AMETEK, Inc.
Condensed Consolidated Balance Sheet
(In thousands)
| June 30, | December 31, | |||||||
| 2018 | 2017 | |||||||
| (Unaudited) | ||||||||
| ASSETS |
||||||||
| Current assets: |
||||||||
| Cash and cash equivalents |
$ | 557,693 | $ | 646,300 | ||||
| Receivables, net |
710,956 | 668,176 | ||||||
| Inventories, net |
614,390 | 540,504 | ||||||
| Other current assets |
135,087 | 79,675 | ||||||
|
|
|
|
|
|||||
| Total current assets |
2,018,126 | 1,934,655 | ||||||
| Property, plant and equipment, net |
490,126 | 493,296 | ||||||
| Goodwill |
3,252,002 | 3,115,619 | ||||||
| Other intangibles, investments and other assets |
2,392,198 | 2,252,494 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 8,152,452 | $ | 7,796,064 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| Current liabilities: |
||||||||
| Short-term borrowings and current portion of long-term debt, net |
$ | 307,661 | $ | 308,123 | ||||
| Accounts payable and accruals |
874,856 | 830,540 | ||||||
|
|
|
|
|
|||||
| Total current liabilities |
1,182,517 | 1,138,663 | ||||||
| Long-term debt, net |
1,838,224 | 1,866,166 | ||||||
| Deferred income taxes and other long-term liabilities |
793,615 | 763,602 | ||||||
| Stockholders’ equity |
4,338,096 | 4,027,633 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 8,152,452 | $ | 7,796,064 | ||||
|
|
|
|
|
|||||
-5-
Exhibit 99.2
AMETEK ACQUIRES MOTEC GmbH
— Leading Provider of Vision Systems for Mobile Machine Vison Market —
BERWYN, PA, JULY 31, 2018 – AMETEK, Inc. (NYSE: AME) today announced that it has completed the acquisition of Motec GmbH, a leading provider of integrated vision systems serving the high growth mobile machine vision market. Motec’s ruggedized vision products and integrated software solutions provide customers with improved operational efficiency and enhanced safety across a variety of critical mobile machine applications in transportation, agriculture, logistics and construction.
“Motec is an excellent acquisition. It has market leading positions across a number of high growth market applications and its vision systems nicely complement our existing instrumentation businesses by expanding our portfolio of solutions to our customers,” comments David A. Zapico, AMETEK Chairman and Chief Executive Officer.
Motec was a privately held company and is headquartered in Hadamar-Steinbach, Germany. The company has annual sales of approximately €30 million and joins AMETEK as part of its Electronic Instruments Group (EIG) - a leader in advanced analytical, monitoring, testing, calibrating and display instruments with annualized sales of $2.9 billion.
Corporate Profile
AMETEK is a leading global manufacturer of electronic instruments and electromechanical devices with annualized sales of more than $4.8 billion. AMETEK’s Corporate Growth Plan is based on Four Key Strategies: Operational Excellence, Strategic Acquisitions, 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 500 Index.
Contact:
AMETEK, Inc.
Kevin Coleman
Vice President, Investor Relations
1100 Cassatt Road
Berwyn, Pennsylvania 19312
Phone: 610.889.5247
-1-