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, 2001
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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, $0.01 Par Value, outstanding at July 31,
2001 was 33,200,293 shares.
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AMETEK, INC.
FORM 10-Q
TABLE OF CONTENTS
PAGE NUMBER
-----------
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated Statement of Income for
the Three and Six Months Ended June 30, 2001 and 2000 .. 3
Consolidated Balance Sheet as of
June 30, 2001 and December 31, 2000 .................... 4
Condensed Consolidated Statement of Cash Flows for
the Six Months Ended June 30, 2001 and 2000 ............ 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
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
AMETEK, INC.
CONSOLIDATED STATEMENT OF INCOME (Unaudited)
(Dollars and shares in thousands, except per share amounts)
Three months ended Six months ended
June 30, June 30,
---------------------- ----------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net sales $261,422 $255,504 $525,493 $511,316
Expenses:
Cost of sales, excluding depreciation 194,948 190,576 390,872 380,543
Selling, general and administrative 23,180 23,468 47,324 47,300
Depreciation 7,720 7,690 16,020 15,816
-------- -------- -------- --------
Total expenses 225,848 221,734 454,216 443,659
-------- -------- -------- --------
Operating income 35,574 33,770 71,277 67,657
Other income (expenses):
Interest expense (7,158) (6,665) (14,818) (13,694)
Other, net 104 (69) 359 (748)
-------- -------- -------- --------
Income before income taxes 28,520 27,036 56,818 53,215
Provision for income taxes 9,867 9,813 19,893 19,238
-------- -------- -------- --------
Net Income $ 18,653 $ 17,223 $ 36,925 $ 33,977
======== ======== ======== ========
Basic earnings per share $ 0.57 $ 0.54 $ 1.13 $ 1.06
======== ======== ======== ========
Diluted earnings per share $ 0.56 $ 0.53 $ 1.11 $ 1.05
======== ======== ======== ========
Average common shares outstanding:
Basic shares 32,934 32,078 32,779 32,042
======== ======== ======== ========
Diluted shares 33,502 32,452 33,348 32,440
======== ======== ======== ========
Dividends per share $ 0.06 $ 0.06 $ 0.12 $ 0.12
======== ======== ======== ========
See accompanying notes.
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AMETEK, INC.
CONSOLIDATED BALANCE SHEET
(Dollars in thousands)
June 30, December 31,
2001 2000
---------- ------------
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 7,806 $ 7,187
Marketable securities 7,173 8,111
Receivables, less allowance for possible losses 196,676 139,568
Inventories 146,445 129,365
Deferred income taxes 10,520 10,516
Other current assets 10,634 8,353
---------- ----------
Total current assets 379,254 303,100
---------- ----------
Property, plant and equipment, at cost 537,011 528,521
Less accumulated depreciation (324,286) (314,566)
---------- ----------
212,725 213,955
---------- ----------
Goodwill, net of accumulated amortization 314,552 299,479
Investments and other assets 47,019 42,454
---------- ----------
Total assets $ 953,550 $ 858,988
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current
portion of long-term debt $ 188,568 $ 127,601
Accounts payable 79,050 87,315
Accruals 82,524 82,739
---------- ----------
Total current liabilities 350,142 297,655
Long-term debt 231,642 233,616
Deferred income taxes 34,356 33,166
Other long-term liabilities 15,175 13,713
Stockholders' equity :
Common stock 334 334
Capital in excess of par value 23 2,248
Retained earnings 363,681 330,696
Accumulated other comprehensive losses (33,941) (30,165)
Treasury stock (7,862) (22,275)
---------- ----------
322,235 280,838
---------- ----------
Total liabilities and stockholders' equity $ 953,550 $ 858,988
========== ==========
See accompanying notes.
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AMETEK, Inc.
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Unaudited)
(Dollars in thousands)
Six months ended
June 30,
--------------------
2001 2000
-------- --------
Cash provided by (used for):
Operating activities:
Net income $ 36,925 $ 33,977
Adjustments to reconcile net income to total operating activities:
Depreciation and amortization 22,022 21,095
Net change in assets and liabilities (36,243) (31,118)
Other (4,594) (990)
-------- --------
Total operating activities (before accounts receivable sold) 18,110 22,964
-------- --------
Net (decrease) increase in accounts receivable sold (45,000) 4,000
-------- --------
Total operating activities (26,890) 26,964
-------- --------
Investing activities:
Additions to property, plant and equipment (14,075) (11,669)
Purchase of businesses (32,250) --
Other 5,901 2,257
-------- --------
Total investing activities (40,424) (9,412)
-------- --------
Financing activities:
Net change in short-term borrowings 61,945 (21,867)
Repurchases of common stock -- (1,611)
Cash dividends paid (3,940) (3,837)
Proceeds from stock options and other 9,928 4,521
-------- --------
Total financing activities 67,933 (22,794)
-------- --------
Increase (decrease) in cash and cash equivalents 619 (5,242)
Cash and cash equivalents:
As of January 1 7,187 8,636
-------- --------
As of June 30 $ 7,806 $ 3,394
======== ========
See accompanying notes.
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AMETEK, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
Note 1 - Financial Statement Presentation
The accompanying consolidated financial statements as of and for the
three and six-month periods ended June 30, 2001 and 2000 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 2000 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, 2001 and 2000 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:
Weighted average shares (in thousands) (unaudited)
--------------------------------------------------
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2001 2000 2001 2000
------ ------ ------ ------
Basic 32,934 32,078 32,779 32,042
Stock option and award plans 568 374 569 398
------ ------ ------ ------
Diluted 33,502 32,452 33,348 32,440
====== ====== ====== ======
NOTE 3 - ACQUISITIONS
On May 21, 2001, the Company acquired the assets of GS Electric from
SPX Corporation for approximately $32 million in cash, subject to adjustment. GS
Electric is a leading U.S. manufacturer of universal and permanent magnet motors
for the global floor-care and other markets. The acquired business generated
approximately $75 million in sales in 2000 and employs approximately 400
employees. The acquisition was accounted for by the purchase method of
accounting, and it would not have had a material effect on sales or earnings had
the acquisition been made at the beginning of 2001 or 2000. The acquired
business is now part of the Company's Electromechanical Group.
Subsequent to June 30, 2001, the Company acquired EDAX, Inc. (EDAX)
from Panta Electronics for a purchase price of $37 million in cash, subject to
adjustment. EDAX is a leading manufacturer of analytic instrumentation, which
complements the Company's Process and Analytical Instruments business. EDAX
generated approximately $34 million in sales in 2000 and employs 170 employees
at 6 worldwide locations. The acquired business will be a part of the Company's
Electronic Instruments Group.
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AMETEK, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
Note 4 - Inventories
The estimated components of inventory stated at lower of LIFO cost or
market are:
In thousands
---------------------------
June 30, December 31,
2001 2000
---------- ------------
(Unaudited)
Finished goods and parts $ 31,056 $ 22,879
Work in process 33,761 31,020
Raw materials and purchased parts 81,628 75,466
---------- ----------
Total Inventory $ 146,445 $ 129,365
========== ==========
Note 5 - 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, 2001 and 2000:
In thousands (Unaudited)
--------------------------------------------------------
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2001 2000 2001 2000
-------- -------- -------- --------
Net income $ 18,653 $ 17,223 $ 36,925 $ 33,977
Foreign currency translation adjustment (756) (539) (4,506) (3,815)
Unrealized gain (loss) on marketable
securities and other 203 75 730 536
-------- -------- -------- --------
Total comprehensive income $ 18,100 $ 16,759 $ 33,149 $ 30,698
======== ======== ======== ========
Note 6 - 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, 2001, there were no significant changes in
identifiable assets of reportable segments from the amounts disclosed at
December 31, 2000, 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, 2001 and 2000 can be found in the table on page 9 in the Management's
Discussion & Analysis section of this Report.
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AMETEK, Inc.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2001
(Unaudited)
Note 7 - New Accounting Pronouncements
FASB Statement No. 140, "Accounting for Transfers and Servicing of
Financial Assets and Extinguishment of Liabilities", became effective on April
1, 2001. After an extensive study of Statement No. 140, the Company decided not
to modify its existing accounts receivable securitization agreements to meet the
new accounting requirements to continue sales treatment for financial assets
transferred to its special purpose subsidiary. Therefore, as of April 1, 2001,
the Company recorded the outstanding balance of the financial assets transferred
to its special purpose subsidiary on the Company's consolidated balance sheet as
collateralized secured borrowings. Such amount totaled $47 million in accounts
receivable on April 1, 2001. This change in accounting did not have a material
effect on the Company's net income, or earnings per share. As of June 30, 2001,
the full $50 million secured credit facility had been used.
In July 2001, the Financial Accounting Standards Board issued Statement
No. 141, "Accounting for Business Combinations", and Statement No. 142,
"Goodwill and Other Intangible Assets". Statement No. 141 modifies accounting
for business combinations after June 30, 2001, and requires use of the purchase
method of accounting. It will also establish new criteria for determining
whether intangible assets should be recognized separately from goodwill.
Statement No. 142 is effective January 1, 2002, and will require that goodwill
and intangibles with indefinite useful lives no longer be amortized, (including
goodwill that is acquired in a business combination after June 30, 2001).
Goodwill existing at the date of adoption of Statement No. 142 would be tested
for impairment at least annually in accordance with the provisions of the
Statement. Goodwill acquired in business combinations completed before July 1,
2001 will discontinue being amortized after December 31, 2001.
The Company is currently evaluating the impact of adopting Statements
No. 141 and No. 142. At this time, the Company cannot reasonably estimate the
effect of their adoption on its financial position or results of operations.
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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:
Three months ended June 30, Six months ended June 30,
--------------------------- -------------------------
2001 2000 2001 2000
-------- -------- -------- --------
(Dollars in thousands)
Net sales
Electronic Instruments $122,819 $126,035 $248,847 $256,849
Electromechanical 138,603 129,469 276,646 254,467
-------- -------- -------- --------
Consolidated net sales $261,422 $255,504 $525,493 $511,316
======== ======== ======== ========
Operating income and income before income taxes
Electronic Instruments $ 18,529 $ 19,010 $ 37,373 $ 38,651
Electromechanical 21,519 19,685 43,410 38,900
-------- -------- -------- --------
Total segment operating income 40,048 38,695 80,783 77,551
Corporate and other (4,474) (4,925) (9,506) (9,894)
-------- -------- -------- --------
Consolidated operating income 35,574 33,770 71,277 67,657
Interest and other expenses, net (7,054) (6,734) (14,459) (14,442)
-------- -------- -------- --------
Consolidated income
before income taxes $ 28,520 $ 27,036 $ 56,818 $ 53,215
======== ======== ======== ========
Operations for the second quarter of 2001 compared with the second quarter of
2000
Net sales for the second quarter of 2001 were $261.4 million, an increase of
$5.9 million or 2.3%, compared with the second quarter 2000 net sales of $255.5
million. In the second quarter of 2001, net sales for the Electromechanical
Group (EMG) continued to benefit from the August 2000 acquisition of several
businesses from Prestolite Electric Incorporated (Prestolite) as well as the May
2001 acquisition of GS Electric from SPX Corporation. Without the acquisitions,
EMG's net sales would have shown a decline in the second quarter of 2001 due to
continued weakness in the North American floor-care market. Net sales in the
Electronic Instruments Group (EIG) were down due to continued economic slowdown
in the Company's process and industrial businesses as well as a decline in the
heavy-vehicle instruments market. The September 2000 acquisition of Rochester
Instrument Systems (RiS) along with continued strength in the aerospace and
power instrument market partially offset EIG's net sales decrease.
Total segment operating income for the second quarter of 2001 was $40.0 million,
an increase of $1.3 million or 3.5% from $38.7 million in the second quarter of
2000. Segment operating income as a percentage of sales increased to 15.3% of
sales in the current second quarter from 15.1% of
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AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
sales in the second quarter of 2000. The Company continues to benefit from its
cost reduction initiatives and operational excellence programs. The Company is
continuing to accelerate its operating and administrative cost reduction
initiatives, which it began implementing in the fourth quarter of 2000. These
initiatives include a more aggressive movement of certain production to low-cost
locales and headcount reductions. The acquired businesses, along with strong
aerospace and power instrument markets also contributed to the higher operating
income.
Corporate expenses for the second quarter of 2001 were $4.5 million, a decrease
of $0.4 million from $4.9 million in the second quarter of 2000. The 2001 amount
represents 1.7% of sales, compared to 1.9% of sales in 2000. After deducting
corporate expenses, consolidated operating income totaled $35.6 million, or
13.6% of sales for the second quarter of 2001, compared with $33.8 million, or
13.2% of sales for the 2000 second quarter.
Interest and other expenses, net were $7.1 million in the second quarter of
2001, compared with $6.7 million for the same quarter of 2000, an increase of
$0.4 million. Interest expense was slightly higher in the second quarter of 2001
related to increased average debt levels to fund acquisitions, partially offset
by reduced interest rates.
Net income for the second quarter of 2001 totaled $18.7 million, up 8.3% from
$17.2 million in the second quarter of 2000. Diluted earnings per share rose
5.7% to $0.56 per share, compared with $0.53 per share for the same quarter of
2000.
Segment Results
Electromechanical Group (EMG) net sales totaled $138.6 million in the second
quarter 2001, an increase of $9.1 million or 7.1% from the same quarter 2000.
The acquisition of the Prestolite businesses in the third quarter of 2000, along
with the acquisition of GS Electric in May 2001 led to the second quarter
increase. The North American floor-care markets continued to weaken during the
second quarter. Flat sales were reported in local foreign currencies to the
European floor-care markets and were adversely impacted by the unfavorable
effect of translating those currencies to U.S. dollars. Without the adverse
effect of the currency impact, EMG sales would have grown 8.6%, instead of 7.1%.
Operating income of EMG was $21.5 million for the second quarter 2001, an
increase of $1.8 million or 9.3% compared to the second quarter of 2000. Higher
profits were primarily due to contributions from the 2000 and 2001 acquisitions,
as well as improvements from the Group's operational excellence programs. Group
operating income as a percentage of sales for the second quarter of 2001 was
15.5%, compared with operating margins of 15.2% in the second quarter of 2000.
Higher profits on increased sales and lower operating cost through cost
reduction initiatives and operational excellence programs, were the reasons for
the profit margin improvement in the second quarter of 2001, compared to the
same period in 2000.
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AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
Electronic Instruments Group (EIG) net sales totaled $122.8 million in the
second quarter of 2001, a decrease of $3.2 million or 2.6% from the same quarter
of 2000. The Group's lower net sales during the second quarter of 2001 were the
result of a continued economic slowdown in our process and industrial markets as
well as declines in the heavy-vehicle instruments market. The acquisition of RiS
and continued strength in the aerospace and power instrument markets partially
offset these decreases.
Operating income of EIG was $18.5 million for the second quarter of 2001, a
decrease of $0.5 million or 2.5% when compared with the second quarter of 2000.
The sales decline mentioned above was the primary reason for the decrease in
operating income. The Group's operating margins were 15.1% of sales in the
second quarter 2001, unchanged from the same period in 2000. Operating margins
were maintained in the second quarter of 2001 through cost reduction initiatives
and operational excellence programs, along with a favorable change in product
mix.
Operations for the first six months of 2001 compared with the first six months
of 2000.
Net sales for the first six months of 2001 were $525.5 million, an increase of
$14.2 million or 2.8% higher than net sales of $511.3 million reported for the
first six months of 2000. EMG's net sales increased 8.7% driven by the
acquisition of businesses in the second half of 2000 and in 2001. Without the
acquisitions, EMG's net sales would have shown a decline, due to continued
weakness in the U.S. floor-care market. EIG's net sales decreased by 3.1% for
the comparative periods due to the continued economic slowdown in process and
industrial markets, as well as the heavy-vehicle instruments market. Partially
offsetting this decline in net sales was the acquisition of Rochester Instrument
Systems (RiS) in the second half of 2000, as well as the strong contributions
from the aerospace and power instruments businesses.
New orders for the six months ended June 30, 2001 were $526.3 million, compared
to $528.5 million for the same period in 2000. The Company's backlog of unfilled
orders at June 30, 2001 was $257.2 million, compared to $256.5 million at
December 31, 2000.
Segment operating income for the first six months of 2001 was $80.8 million, an
increase of $3.2 million or 4.2% compared with the same period in 2000. As a
percentage of sales, segment operating income rose to 15.4% from 15.2% for the
comparable period. Profit margins in both operating segments continued to be
strong due to the acceleration of operating and administrative cost reduction
initiatives, which began in the fourth quarter of 2000, and operational
excellence programs. These initiatives include the transition of a portion of
the Company's motor and instruments production to a low-cost manufacturing
facility in Mexico. Motor production is also being conducted at low-cost
manufacturing plants in China, the Czech Republic and Brazil. Operational
excellence programs include improved supply chain management, and flow
manufacturing expansion in EIG.
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AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
Corporate expenses were $9.5 million, a decrease of $0.4 million or 3.9% when
compared with the same period in 2000, and were slightly lower as a percentage
of sales. The decrease was primarily due to lower general and administrative
expenses.
Operating income was $71.3 million, an increase of $3.6 million or 5.4% when
compared with the same period in 2000. This represents an operating income
margin of 13.6% for the first six months of 2001 compared with 13.2% for the
same period in 2000.
Interest and other expenses were $14.5 million for the first six months of 2001,
a slight increase when compared with the first six months of 2000. Interest
expense increased by $1.1 million primarily on higher average debt levels to
fund acquisitions, partially offset by reduced interest rates. The Company also
had other income of $0.4 million for the six months ended June 30, 2001,
compared with other expenses of $0.7 million for the same period of 2000. This
change resulted primarily from gains on sales of marketable securities by a
captive insurance subsidiary in 2001, compared to losses from the sales of
marketable securities by the subsidiary in 2000.
Net income for the first six months in 2001 was $36.9 million, or $1.11 per
share on a diluted basis, compared with net income of $34.0 million, or $1.05
per diluted share for the first six months of 2000.
Segment Results
In the Electromechanical Group (EMG) net sales totaled $276.6 million for the
first six months of 2001, an increase of $22.2 million or 8.7% compared with the
same period in 2000. Acquisitions in the second half of 2000 and in 2001 were
the reason for the net sales increase. Moderate local foreign currency sales
growth from the floor-care markets in Europe was more than offset by the
unfavorable impact of translating foreign currencies to U.S. dollars.
EMG operating income for the first six months of 2001 was $43.4 million, an
increase of $4.5 million or 11.6% when compared with the same period in 2000.
Group operating income as a percentage of sales for the first six months of 2001
was 15.7%, an improvement from the 15.3% margin for the comparable period in
2000. Lower operating costs in its worldwide motor operations as a result of the
cost reduction initiatives, operational excellence programs and a favorable
change in product mix resulted in the profit margin improvement year-to-year.
Electronic Instruments Group (EIG), net sales were $248.8 million for the first
half of 2001, a decrease of $8.0 million or 3.1% compared with the same period
of 2000. Net sales decreased due to the general economic slowdown in markets for
the Company's process and industrial products along with heavy-vehicle
instruments. The September 2000 acquisition of RiS and continued strength in
aerospace and power instrument markets partially offset these decreases.
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AMETEK, Inc.
RESULTS OF OPERATIONS (CONTINUED)
EIG's operating income for the first half of 2001 totaled $37.4 million, a
decrease of $1.3 million or 3.3% compared with the first half of 2000 primarily
due to the sales decline mentioned above. The Group's operating margins were
15.0% of sales in the first half of 2001, unchanged from the 2000 comparable
period. Cost reduction initiatives and operational excellence programs, resulted
in the Group's strong profit performance.
FINANCIAL CONDITION
Liquidity and Capital Resources
Cash provided by operating activities before accounts receivable
securitization transactions totaled $18.1 million in the first half of 2001,
compared with $23.0 million for the same period in 2000, a decrease of $4.9
million. The decrease was caused by higher operating working capital
requirements, due primarily to a build-up in inventories associated with the
Company's movement of certain products to low-cost manufacturing facilities. As
discussed in note 7 to the financial statements, on April 1, 2001, the Company
recognized accounts receivable, which were previously transferred to an
unconsolidated special purpose subsidiary as collateralized secured short-term
borrowings. For the six months ended June 30, 2001, the Company had a net
change in securitized accounts receivable totaling $45 million in connection
with its accounts receivable securitization program. As a result of the above
items, cash used by operating activities totaled $26.9 million, compared to
cash generated of $27 million in 2000.
Cash used for investing activities totaled $40.4 million in the first six months
of 2001, compared with $9.4 million of cash used in for the first six months of
2000. The investment in the acquisition of GS Electric in May 2001 was $32.3
million. Additions to property, plant and equipment totaled $14.1 million for
the first six months of 2001, compared with $11.7 million expended in the
comparable period of 2000.
Financing activities provided cash of $67.9 million for the first six months of
2001, compared with cash used for financing activities of $22.8 million in the
same period of 2000. The increase in financing activities in the first six
months of 2001 was primarily due to increased net short-term borrowings of $61.9
million, compared with a reduction to net short-term borrowings in the first six
months of 2000 of $21.9 million. The net increase in short-term borrowings
includes the effect of the accounts receivable securitization transaction,
discussed above. Net cash proceeds from the exercise of employee stock options
and other totaled $9.9 million for the six months ended June 30, 2001, compared
with $4.5 million in the six months ended June 30, 2000. Also in 2000, financing
activities included the repurchase of 83,500 shares of common stock for $1.6
million.
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AMETEK, Inc
RESULTS OF OPERATIONS (CONTINUED)
As a result of all of the activities discussed above, the Company's cash and
cash equivalents at June 30, 2001 totaled $7.8 million, compared with $7.2
million at December 31, 2000. The Company also had unused borrowing commitments
of $65.3 million under its $195 million revolving bank credit facility available
at June 30, 2001. The Company believes it has sufficient cash-generating
capabilities and available credit facilities to enable it to meet its needs in
the foreseeable future.
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
2000 Form 10-K as filed with the Securities and Exchange Commission.
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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 22, 2001. The following matters were voted on at the Annual Meeting and
received the following votes:
1) Election of Directors. The following nominees were elected to the Board
of Directors for the terms expiring in 2004:
Number of Shares
---------------------------
Voted against
Nominee Voted for or withheld
----------------- ---------- -------------
Lewis G. Cole 28,120,544 856,462
Charles D. Klein 28,206,498 770,508
Of the remaining six Board members, three will stand for election in
the year 2002, and three Board members will stand for election in the
year 2003.
2) Appointment of Independent Auditors. The Shareholders approved the
appointment of Ernst & Young LLP as independent auditors for the
Company for the year 2001. There were 28,807,965 shares voted for
approval, 75,519 shares voted against, and 93,522 abstentions.
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
Exhibit
Number Description
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10.1 Amendment No. 7 to the AMETEK 401(k) Plan for Acquired
Businesses.
b) Reports on Form 8-K: During the quarter ended June 30, 2001, no reports
were filed on Form 8-K.
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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.
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(Registrant)
By /s/ Robert R. Mandos, Jr.
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Robert R. Mandos, Jr.
Vice President & Comptroller
(Principal Accounting Officer)
August 10, 2001
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