<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
(Mark One)
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
_____ SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
OR
_____ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-12981
AMETEK, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 14-1682544
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
37 North Valley Road, Building 4, P.O. Box 1764, Paoli, Pennsylvania 19301-0801
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code 610-647-2121
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes X No
___ ____
The number of shares of the issuer's common stock outstanding as of the
latest practicable date was: Common Stock, $.01 Par Value, outstanding at
July 31, 2000 was 32,037,281 shares.
<PAGE> 2
AMETEK, INC.
FORM 10-Q
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE NUMBER
<S> <C>
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Income for
the Three and Six Months Ended June 30, 2000 and 1999............................3
Consolidated Balance Sheet as of
June 30, 2000 and December 31, 1999..............................................4
Condensed Consolidated Statement of Cash Flows for
the Six Months Ended June 30, 2000 and 1999......................................5
Notes to Consolidated Financial Statements .....................................6
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations........................................................9
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders...............................15
Item 6. Exhibits and Reports on Form 8-K..................................................15
SIGNATURES.....................................................................................16
</TABLE>
2
<PAGE> 3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMETEK, INC.
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(Dollars and shares in thousands, except per share amounts)
<TABLE>
<CAPTION>
Three months ended Six months ended
June 30, June 30,
-------- --------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 255,504 $ 231,640 $ 511,316 $ 462,518
Expenses:
Cost of sales, excluding depreciation 190,576 174,925 380,543 350,497
Selling, general and administrative 23,468 19,775 47,300 38,428
Depreciation 7,690 7,356 15,816 14,860
--------- --------- --------- ---------
Total expenses 221,734 202,056 443,659 403,785
--------- --------- --------- ---------
Operating income 33,770 29,584 67,657 58,733
Other income (expenses):
Interest expense (6,665) (5,861) (13,694) (11,887)
Other, net (69) 683 (748) 363
--------- --------- --------- ---------
Income before income taxes 27,036 24,406 53,215 47,209
Provision for income taxes 9,813 8,842 19,238 17,049
--------- --------- --------- ---------
Net Income $ 17,223 $ 15,564 $ 33,977 $ 30,160
========= ========= ========= =========
Basic earnings per share $ 0.54 $ 0.48 $ 1.06 $ 0.94
========= ========= ========= =========
Diluted earnings per share $ 0.53 $ 0.47 $ 1.05 $ 0.92
========= ========= ========= =========
Average common shares outstanding:
Basic shares 32,078 32,329 32,042 32,252
========= ========= ========= =========
Diluted shares 32,452 33,104 32,440 32,907
========= ========= ========= =========
Dividends per share $ 0.06 $ 0.06 $ 0.12 $ 0.12
========= ========= ========= =========
</TABLE>
See accompanying notes.
3
<PAGE> 4
AMETEK, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
<TABLE>
<CAPTION>
June 30, December 31,
2000 1999
---- ----
(Unaudited)
<S> <C> <C>
ASSETS
Current assets:
Cash and cash equivalents $ 3,394 $ 8,636
Marketable securities 8,289 6,764
Receivables, less allowance for possible losses 124,813 112,756
Inventories 113,717 102,396
Deferred income taxes 10,219 12,001
Other current assets 13,716 13,548
--------- ---------
Total current assets 274,148 256,101
--------- ---------
Property, plant and equipment, at cost 511,773 516,780
Less accumulated depreciation (306,440) (297,209)
--------- ---------
205,333 219,571
--------- ---------
Goodwill, net of accumulated amortization 246,517 248,304
Investments and other assets 45,984 44,174
--------- ---------
Total assets $ 771,982 $ 768,150
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
portion of long-term debt $ 80,116 $ 99,674
Accounts payable 72,228 73,377
Accruals 87,766 89,685
--------- ---------
Total current liabilities 240,110 262,736
Long-term debt 234,082 231,756
Deferred income taxes 28,595 27,781
Other long-term liabilities 25,523 29,661
Stockholders' equity:
Common stock 334 334
Capital in excess of par value 1,222 2,041
Retained earnings 300,001 269,861
Accumulated other comprehensive losses (30,674) (27,395)
Treasury stock (27,211) (28,625)
--------- ---------
243,672 216,216
--------- ---------
Total liabilities and stockholders' equity $ 771,982 $ 768,150
========= =========
</TABLE>
See accompanying notes.
4
<PAGE> 5
AMETEK, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
--------
2000 1999
---- ----
<S> <C> <C>
Cash provided by (used for):
Operating activities:
Net income $ 33,977 $ 30,160
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization 21,095 18,724
Deferred income taxes 2,710 371
Net change in assets and liabilities (33,828) (8,941)
Other (990) (506)
-------- --------
Total operating activities (before sale of accounts receivable) 22,964 39,808
-------- --------
Proceeds from sale of accounts receivable 4,000 --
-------- --------
Total operating activities 26,964 39,808
-------- --------
Investing activities:
Additions to property, plant and equipment (11,669) (13,663)
Purchase of businesses -- (53,710)
Proceeds from sale of assets 3,920 6,380
Increase in marketable securities (1,663) (3,508)
-------- --------
Total investing activities (9,412) (64,501)
-------- --------
Financing activities:
Net change in short-term borrowings (21,867) 37,082
Additional long-term borrowings 3,776 --
Repayment of long-term debt (1,281) (14,001)
Repurchases of common stock (1,611) --
Cash dividends paid (3,837) (3,860)
Proceeds from stock options 2,026 3,209
-------- --------
Total financing activities (22,794) 22,430
-------- --------
Decrease in cash and cash equivalents (5,242) (2,263)
Cash and cash equivalents:
Beginning of period 8,636 9,768
-------- --------
As of June 30 $ 3,394 $ 7,505
======== ========
</TABLE>
See accompanying notes.
5
<PAGE> 6
AMETEK, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
Note 1 - Financial Statement Presentation
The accompanying consolidated financial statements as of and for the
three and six-month period ended June 30, 2000 and 1999 are unaudited. The
Company believes that all adjustments (which consist of normal recurring
accruals) necessary for a fair presentation of the consolidated financial
statements of the Company for the periods presented have been included.
Quarterly results of operations are not necessarily indicative of results for
the full year. These consolidated financial statements should be read in
conjunction with the audited financial statements and related notes in the
Company's 1999 Annual Report on Form 10-K as filed with the Securities and
Exchange Commission. Presentation of certain amounts appearing in the prior
years' financial statements have been reclassified to conform to the current
years presentation.
Note 2 - Earnings Per Share
The calculation of basic earnings per share for the three and six-month
periods ended June 30, 2000 and 1999 are based on the average number of common
shares considered outstanding during the periods. Diluted earnings per share for
such periods reflect the effect of all potentially dilutive securities
(primarily outstanding common stock options). The following table presents the
number of shares used in the calculation of basic earnings per share and diluted
earnings per share for the periods:
<TABLE>
<CAPTION>
Weighted average shares (in thousands) (unaudited)
--------------------------------------------------
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- -----
<S> <C> <C> <C> <C>
Basic 32,078 32,329 32,042 32,252
Stock option and award plans 374 775 398 655
------ ------ ------ ------
Diluted 32,452 33,104 32,440 32,907
====== ====== ====== ======
</TABLE>
Note 3 - Inventories
The estimated components of inventory stated at lower of LIFO cost or
market are:
<TABLE>
<CAPTION>
In thousands
------------
June 30, December 31,
2000 1999
---- ----
(Unaudited)
<S> <C> <C>
Finished goods and parts $ 20,158 $ 18,749
Work in process 30,039 26,904
Raw materials and purchased parts 63,520 56,743
-------- --------
$113,717 $102,396
======== ========
</TABLE>
6
<PAGE> 7
AMETEK, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
Note 4 - Comprehensive Income
Comprehensive income includes all changes in stockholders' equity during a
period except those resulting from investments by and distributions to
stockholders. The following table presents comprehensive income for the three
and six-month periods ended June 30, 2000 and 1999:
<TABLE>
<CAPTION>
In thousands (Unaudited)
------------------------
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net income $ 17,223 $ 15,564 $ 33,977 $ 30,160
Foreign currency translation adjustment (539) (2,480) (3,815) (7,902)
Unrealized gain (loss) on marketable
securities and other 75 793 536 328
-------- -------- -------- --------
Total comprehensive income $ 16,759 $ 13,877 $ 30,698 $ 22,586
======== ======== ======== ========
</TABLE>
Note 5 - Segment Disclosure
The Company's two reportable business segments, the Electronic Instruments
Group and the Electromechanical Group are organized primarily on the basis of
product type, production processes, distribution methods, and management
organizations.
At June 30, 2000, there were no significant changes in identifiable assets of
reportable segments from the amounts disclosed at December 31, 1999, nor were
there any changes in the basis of segmentation, or in the measurement of segment
operating results. Operating information relating to the Company's reportable
segments for the three and six-month periods ended June 30, 2000 and 1999 can be
found in the table on page 9 in the Management's Discussion & Analysis section
of this Report.
Note 6 - Receivables Securitization
Under the Company's accounts receivable securitization program, the Company
sold an additional $4.0 million of trade accounts receivable in the six month
period ended June 30, 2000. The proceeds were used to reduce bank borrowings. As
of June 30, 2000, $48 million of the maximum $50 million allowable accounts
receivable securitization facility had been used.
Note 7 - Accounting Pronouncements
In June 1998, the FASB issued Statement No. 133, "Accounting for Derivative
Instruments and Hedging Activities." The Statement requires recognition of all
derivative instruments measured at fair value in the statement of financial
position. Gains or losses resulting from changes in the value of derivatives
would be accounted for depending on the intended use of the derivative and
whether it qualifies for hedge accounting. In June 1999, the FASB approved a
one-year delay in the effective date of this Statement until January 2001.
7
<PAGE> 8
AMETEK, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
In June 2000, the FASB issued Statement No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities". This Statement amends
Statement No. 133 for certain impractical aspects of the original Statement
which were incompatible with many common current hedging approaches. Statement
No. 138 is effective simultaneously with Statement No. 133.
The provisions of SFAS 133 and related amendments and interpretations become
effective for the Company beginning January 1, 2001, including the interim
periods of that year. Based on the Company's limited use of derivative financial
instruments, it does not expect the adoption of these Statements to have a
significant effect on the Company's consolidated results of operations,
financial position, or cash flows.
Note 8 - Subsequent Event
On August 7, 2000, the Company announced that it had acquired the assets of
certain businesses of Prestolite Electric Incorporated ("Prestolite") for
approximately $60 million in cash, subject to adjustment. The acquired
businesses consist of Prestolite's Switch Division, its Industrial Battery
Charger business, and its Direct-Current (DC) motor business. The acquired
businesses had 1999 sales totaling $71 million, and employ approximately 500
people at six worldwide locations. The acquisition will be part of the Company's
Electromechanical segment. It will be accounted for by the purchase method of
accounting, and its results of operations will be included in the Company's
consolidated results as of the date of acquisition.
8
<PAGE> 9
AMETEK, Inc.
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations
RESULTS OF OPERATIONS
The following table sets forth sales and income by reportable segment,
and consolidated operating and pretax income:
<TABLE>
<CAPTION>
(Dollars in thousands)
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales
Electronic Instruments $ 126,035 $ 109,623 $ 256,849 $ 218,837
Electromechanical 129,469 122,017 254,467 243,681
--------- --------- --------- ---------
Consolidated net sales $ 255,504 $ 231,640 $ 511,316 $ 462,518
========= ========= ========= =========
Operating income and income before income taxes
Electronic Instruments $ 19,010 $ 16,246 $ 38,651 $ 32,745
Electromechanical 19,685 18,012 38,900 35,206
--------- --------- --------- ---------
Total segment operating income 38,695 34,258 77,551 67,951
Corporate and other (4,925) (4,674) (9,894) (9,218)
--------- --------- --------- ---------
Consolidated operating income 33,770 29,584 67,657 58,733
Interest and other expenses, net (6,734) (5,178) (14,442) (11,524)
--------- --------- --------- ---------
Consolidated income
before income taxes $ 27,036 $ 24,406 $ 53,215 $ 47,209
========= ========= ========= =========
</TABLE>
Operations for the second quarter of 2000 compared with the second quarter of
1999
Net sales for the second quarter of 2000 were $255.5 million, an increase of
$23.9 million or 10.3%, compared with the second quarter 1999 net sales of
$231.6 million. The Electronic Instruments Group (EIG) benefited from the
contributions of the 1999 acquisitions of Gulton Statham Transducers (GST),
Patriot Sensors and Controls (Patriot), and Drexelbrook Engineering
(Drexelbrook), and the continued strength of the process instrumentation and
aerospace products businesses. The Group is experiencing some softness in the
heavy-vehicle business, due in part to a decline in the heavy-truck market. The
Electromechanical Group (EMG) reported higher sales due to strong demand for
technical motors and specialty metal products, and expanding floor-care markets
in Europe and North America. The revenue growth achieved in local foreign
currencies in Europe was more than offset by the effect of translating European
currencies into U.S. dollars during the second quarter.
Total segment operating income for the second quarter of 2000 was $38.7 million,
an increase of $4.4 million or 12.9% from $34.3 million in the second quarter of
1999. Segment operating income as a percentage of sales increased to 15.1% of
sales in the current second quarter from 14.8% of
9
<PAGE> 10
AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
sales in the second quarter of 1999. The second quarter 2000 operating income
benefited from the profit contribution on the higher EMG sales, the EIG acquired
companies, and lower operating expenses as a result of the Company's continued
cost reduction and operational excellence initiatives.
Corporate expenses for the second quarter of 2000 were $4.9 million compared
with $4.7 million in the second quarter of 1999. Both amounts represent 2.0% of
sales. After deducting corporate expenses, consolidated operating income totaled
$33.8 million, or 13.2% of sales for the second quarter of 2000, compared with
$29.6 million, or 12.8% of sales for the 1999 second quarter.
Interest and other expenses, net were $6.7 million in the second quarter of
2000, compared with $5.2 million for the same quarter of 1999, an increase of
$1.5 million. Interest expense was higher by $0.8 million primarily because of
higher average levels of debt to finance the 1999 acquisitions. Other expenses
were higher by $0.7 million because of lower investment income due to the
absence of an investment asset which was liquidated in the fourth quarter 1999.
Net income for the second quarter of 2000 totaled $17.2 million, or $.53 per
share on a diluted basis, compared with net income of $15.6 million, or $.47 per
diluted share for the same quarter of 1999.
Segment Results
Electronic Instruments Group (EIG) sales totaled $126.0 million in the
second quarter of 2000, an increase of $16.4 million or 15.0% from the
same quarter of 1999. The Group's second quarter sales benefited from the
1999 acquisitions of GST, Patriot, and Drexelbrook. Also, sales increased
on strong market conditions for the Company's process instrumentation
products. The aerospace business continues to grow through acquisitions,
strength in the business and regional jet markets, and expansion of the
Company's aerospace technology into the land-gas turbine market. The
Group's sales improvement was reduced somewhat by lower sales from the
heavy-vehicle business, which includes some softness due to a recent
decline of the heavy-truck market.
Operating income of EIG was $19.0 million for the second quarter of 2000,
an increase of $2.8 million or 17% when compared with the second quarter
of 1999. The sales improvement mentioned above was the reason for the
increase in operating income. Operating margins improved to 15.1% in the
current second quarter, compared with 14.8% for the same period in 1999.
The Group's profit margin improved during the second quarter of 2000,
primarily because of favorable product mix.
Electromechanical Group (EMG) sales totaled $129.5 million in the second
quarter 2000, an increase of $7.5 million or 6.1% from the same quarter
1999. The Company's technical motors and specialty metal businesses led
the second quarter sales increase. Sales to floor-care
10
<PAGE> 11
AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
markets in North America were higher. However, sales growth achieved in
local foreign currencies to European floor-care markets were more than
offset by the unfavorable effect of translating those currencies to U.S.
dollars. Without the effect of the currency impact, EMG sales would have
grown 9%.
Operating income of EMG was $19.7 million for the second quarter 2000, an
increase of $1.7 million or 9.3% compared to the second quarter of 1999.
Group operating income as a percentage of sales for the second quarter of
2000 was 15.2%, compared with operating margins of 14.8% in the second
quarter of 1999. Higher profits on increased sales, favorable product mix,
and lower operating costs were the reasons for the profit margin
improvement.
Operations for the first six months of 2000 compared with the first six months
of 1999.
Net sales for the first six months of 2000 were $511.3 million, an increase of
$48.8 million or 10.6% higher than net sales of $462.5 million reported for the
first six months of 1999. EIG sales increased by 17.4% for the comparative
periods due to incremental sales generated by the acquisitions of GST in April
1999, Patriot in July 1999, and Drexelbrook in December 1999, and continued
strong business demand in the process instruments and aerospace markets. Without
the acquisitions, net sales for EIG in the first six months of 2000 would have
been flat compared to the first six months of 1999. Sales to heavy vehicle
manufacturers were lower and includes some softness due to the decline of the
heavy-truck market which began in the second quarter of 2000.
New orders for the six months ended June 30, 2000 were $528.5 million, an
increase of 9.6% from $482.3 million for the same period in 1999, reflecting the
acquisitions made during 1999 and strong market conditions for specialty metal
products and for process and aerospace instruments. The order backlog at June
30, 2000 was $260.7 million, compared with $243.5 million at December 31, 1999,
an increase of $17.2 million or 7.1%. This increase reflects the higher order
input and the strong demand for the Company's products.
Segment operating income for the first six months of 2000 was $77.5 million, an
increase of $9.6 million or 14.1% compared with the same period in 1999. As a
percentage of sales, segment operating income rose to 15.2% from 14.7% for the
comparable periods. Margins in both operating segments continued to be strong.
Corporate expenses were $9.9 million, an increase of $0.7 million or 7.3% when
compared with the same period in 1999, but were relatively unchanged as a
percentage of sales. The increase was primarily due to higher expenses in
connection with the Company's information technology and e-commerce initiatives.
Operating income was $67.7 million, a $8.9 million or 15.2% increase when
compared with the same period in 1999. This represents an operating income
margin of 13.2% for the first six months
11
<PAGE> 12
AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
of 2000 compared with 12.7% for the same period in 1999.
Interest and other expenses were $14.4 million for the first six months of 2000,
an increase of $2.9 million when compared with the first six months of 1999.
Interest expense increased by $1.8 million primarily on higher average levels of
debt. Other expense increased by $1.1 million because of lower investment income
primarily due to the absence of an investment asset which was liquidated in the
fourth quarter of 1999.
Net income for the first six months in 2000 was $34.0 million, or $1.05 per
share on a diluted basis, compared with net income of $30.2 million or $0.92 per
diluted share for the first six months of 1999.
Segment Results
In the Electronic Instruments Group (EIG), sales were $256.8 million
for the first half of 2000, an increase of $38.0 million or 17.4%
compared with the same period of 1999. Net sales increased for the
Group because of contributions from the 1999 acquisitions of GST,
Patriot, and Drexelbrook. Sales gains reported by the aerospace and
process instruments businesses were offset by lower sales of the
heavy-vehicle instruments due in part to a decline in the heavy-truck
market which began in the second quarter of 2000.
EIG's operating income for the first half of 2000 increased to $38.7
million, a $5.9 million or 18.0% increase compared with the first
half of 1999 primarily due to the sales increase mentioned above. The
Group's operating margins were 15.0% of sales in the first half of
2000, unchanged from the 1999 comparable period. Improved operating
performance, primarily by the Group's process instruments and
aerospace businesses, were largely offset by margin declines due to
the lower sales of heavy-vehicle instruments, and to changes in
product mix.
Electromechanical Group (EMG) sales totaled $254.5 million for the
first six months of 2000, an increase of $10.8 million or 4.4%
compared with the same period in 1999. The sales increase was
primarily due to strong demand for the Company's products
manufactured by the Group's technical motors and specialty metal
businesses. Local foreign currency sales growth from expanding
floor-care markets in Europe were more than offset by the unfavorable
impact of translating foreign currencies to U.S. dollars.
EMG operating income for the first six months of 2000 was $38.9
million, an increase of $3.7 million or 10.5% when compared with the
same period in 1999. Group operating income as a percentage of sales
for the first six months of 2000 was 15.3%, an improvement from the
14.4% margin for the comparable period in 1999. The Group benefited
in the current six month period from a favorable product mix as a
result of strong market conditions for the technical motors and
specialty metal businesses. Lower operating costs in its worldwide
motor operations as a result of the operational excellence and cost
reduction initiatives also contributed to the profit margin
improvement year-to-year.
12
<PAGE> 13
AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
FINANCIAL CONDITION
Liquidity and Capital Resources
Cash provided by operating activities before the sale of accounts
receivable totaled $23.0 million in the first half of 2000, compared
with $39.8 million for the same period in 1999 a decrease of $16.8
million. The decrease was caused by higher operating working capital
requirements due in part to higher accounts receivable related to
increased sales, and to higher inventory levels associated with the
Company's move of certain of its products to low-cost manufacturing
facilities. Operating activities for the first half of 2000 also
included net proceeds of $4.0 million received from the sale of
accounts receivables under an accounts receivable securitization
agreement consummated in the fourth quarter of 1999.
Cash used for investing activities totaled $9.4 million in the first
six months of 2000, compared with $64.5 million for the first six
months of 1999. Additions to property, plant and equipment totaled
$11.7 million for the first six months of 2000, compared with $13.7
million expended in the comparable period of 1999. Proceeds from the
sale of assets were $3.9 million for the first half of 2000, compared
with $6.4 million received from the sale of idle property in the same
period of 1999. The 1999 acquisitions in the first half of that year
required cash outlays of $53.7 million.
Financing activities used cash of $22.8 million for the first six
months of 2000, compared with cash provided by financing activities
of $22.4 million in the same period of 1999. Net cash used to repay
short-term borrowings in the first six months of 2000 was the primary
use of cash for financing activities and totaled $21.9 million,
compared with an increase in short-term borrowings in the first six
months of 1999 of $37.1 million. The 1999 amount included borrowings
under the Company's $195 million revolving bank credit facility to
fund the 1999 acquisitions. In 1999, the Company also used cash to
repay $14.0 million of its long-term debt.
As a result of all of the activities discussed above, the Company's
cash and cash equivalents and short-term marketable securities at
June 30, 2000 totaled $11.7 million, compared with $15.4 million at
December 31, 1999. The Company also had unused borrowing commitments
of $123.1 million under its $195 million revolving bank credit
facility available at June 30, 2000. The Company believes it has
sufficient cash-generating capabilities and available credit
facilities to enable it to meet its liquidity needs.
13
<PAGE> 14
AMETEK, Inc
RESULTS OF OPERATIONS (CONTINUED)
FORWARD-LOOKING INFORMATION
Information contained in this discussion, other than historical
information, are considered "forward-looking statements" and may be
subject to change based on various important factors and uncertainties.
Some, but not all, of the factors and uncertainties that may cause actual
results to differ significantly from those expected in any forward-looking
statement are disclosed in the Company's 1999 Form 10-K as filed with the
Securities and Exchange Commission.
14
<PAGE> 15
AMETEK, Inc.
PART II. OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Shareholders of AMETEK, Inc. (the "Company") was held on
May 9, 2000. The following matters were voted on at the Annual Meeting:
1) Election of Directors. The following nominees were elected to the Board
of Directors for the terms expiring in 2003:
<TABLE>
<CAPTION>
Number of Shares
----------------
Voted against
Nominee Voted for or withheld
------- --------- -----------
<S> <C> <C>
Helmut N. Friedlaender 28,771,784 621,543
James R. Malone 28,800,952 592,375
Elizabeth R. Varet 28,799,079 594,248
</TABLE>
Of the remaining six Board members, three will stand for
election in the year 2001, and the remaining three Board members
will stand for election in the year 2002.
2) Appointment of Independent Auditors. The Shareholders approved the
appointment of Ernst & Young LLP as independent auditors for the Company
for the year 2000. There were 29,196,112 shares voted for approval,
96,281 shares voted against, and 100,934 abstentions.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
<TABLE>
<CAPTION>
Exhibit
Number Description
------ -----------
<S> <C>
10.1 Amendment No. 3 to the AMETEK 401(k) Plan for Acquired Businesses.
10.2 Amendment No. 4 to the AMETEK 401(k) Plan for Acquired Businesses.
10.3 Amendment No. 11 to the AMETEK Retirement and Savings Plan.
10.4 Amendment No. 12 to the AMETEK Retirement and Savings Plan.
27 Financial Data Schedule *
</TABLE>
b) Reports on Form 8-K: During the quarter ended June 30, 2000, no reports were
filed on Form 8-K.
* Schedule submitted in electronic format only.
15
<PAGE> 16
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)
August 8, 2000
16
