Form 8-K - Current report

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): October 31, 2024

__________________

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 October 31, 2024, AMETEK, Inc. (the “Company”) issued a press release announcing its financial results for the three and nine months ended September 30, 2024. 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 October 31, 2024, the Company issued a press release announcing it has acquired Virtek Vision International. 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 October 31, 2024, “AMETEK Announces Third Quarter Results”

99.2						Press release, dated October 31, 2024, “AMETEK Acquires Virtek Vision International”

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.

October 31, 2024	By:	/s/ THOMAS M. MONTGOMERY
		Name: Thomas M. Montgomery
		Title: Senior Vice President – Comptroller

Exhibit 99.1

AMETEK Announces Third Quarter Results

Berwyn, Pa., October 31, 2024 – AMETEK, Inc. (NYSE: AME) today announced its financial results for the third quarter ended September 30, 2024.

AMETEK’s third quarter 2024 sales were $1.71 billion, a 5% increase over the third quarter of 2023. Operating income increased 2% to $445.9 million and operating margins were 26.1% in the quarter. Operating cash flow in the quarter was $487.2 million, up 3% versus the prior year, with free cash flow to net income conversion of 135%.

On a GAAP basis, third quarter earnings per diluted share were $1.47. Adjusted earnings in the quarter were $1.66 per diluted share, up 1% from the third quarter of 2023. Adjusted earnings adds back non-cash, after-tax, acquisition-related intangible amortization of $0.20 per diluted share. A reconciliation of reported GAAP results to adjusted results is included in the financial tables accompanying this release and on the AMETEK website.

"AMETEK delivered excellent results in the third quarter with double digit orders growth, outstanding operating performance, excellent cash flow conversion, and earnings ahead of expectations," stated David A. Zapico, AMETEK Chairman and Chief Executive Officer. “Our businesses are doing an outstanding job managing through short-term macro uncertainties while ensuring we are positioning our businesses for long-term growth across our attractive markets. Additionally, we are pleased to announce the acquisition of Virtek Vision, an outstanding fit with our advanced metrology instrumentation businesses."

Electronic Instruments Group (EIG)

EIG sales in the third quarter were $1.13 billion, in line with the third quarter of 2023. EIG’s operating income in the quarter increased 1% to $339.0 million with operating income margins of 29.9%, an increase of 40 basis points compared to the third quarter of 2023.

"We are pleased with EIG's solid third quarter performance, as they continue to deliver excellent operating results and robust margins," stated Mr. Zapico. "EIG remains well positioned to benefit from continued strong investments across their key end markets."

Electromechanical Group (EMG)

EMG sales in the third quarter were $574.0 million, up 18% from the third quarter of 2023. EMG’s third quarter operating income was $131.5 million, up 3% versus the prior year, while operating income margins were 22.9% in the quarter.


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"EMG delivered solid results in the third quarter with double-digit organic orders growth and 170 basis points of sequential margin improvement," noted Mr. Zapico. "EMG continues to execute well and remains well-positioned in its core markets."

2024 Outlook

"AMETEK’s results in the third quarter were above expectations, highlighting the strength of the AMETEK Growth Model and our proven ability to navigate through uncertain market conditions," stated Mr. Zapico. "We have an outstanding portfolio of highly differentiated businesses and remain confident in our strategy and long-term growth prospects."

“For 2024, we continue to expect overall sales to be up between 5% and 7% compared to 2023. Adjusted diluted earnings per share are now expected to be in the range of $6.77 to $6.82, up 6% to 7% versus the prior year. This is an increase from our previous guidance range of $6.70 to $6.80 per diluted share,” he added.

“For the fourth quarter of 2024, overall sales are expected to be up mid-single digits on a percentage basis compared to the same period last year. Adjusted earnings in the quarter are anticipated to be in the range of $1.81 to $1.86, up 8% to 11% compared to the fourth quarter of 2023," concluded Mr. Zapico.

Conference Call

AMETEK will webcast its third quarter 2024 investor conference call on Thursday, October 31, 2024, beginning at 8:30 AM ET. The live audio webcast will be available and later archived in the Investors section of www.ametek.com.

About AMETEK

AMETEK (NYSE: AME) is a leading global provider of industrial technology solutions serving a diverse set of attractive niche markets with annual sales of approximately $7.0 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. Founded in 1930, AMETEK has been listed on the NYSE for over 90 years and is a component of the S&P 500. For more information, visit www.ametek.com.

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 risks related to AMETEK’s ability to consummate and successfully integrate future acquisitions; risks 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


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contained in AMETEK’s filings with the U.S. Securities and Exchange Commission, including its most recent reports on Forms 10-K, 10-Q and 8-K. AMETEK disclaims any intention or obligation to update or revise any forward-looking statements.

Contact:

Kevin Coleman

Vice President, Investor Relations and Treasurer

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 September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales	$	1,708,564	$	1,622,837	$	5,179,578	$	4,866,065

Cost of sales	1,092,754		1,020,920		3,347,860		3,096,635
Selling, general and administrative	169,959		163,782		521,137		506,963
Total operating expenses	1,262,713		1,184,702		3,868,997		3,603,598
Operating income	445,851		438,135		1,310,581		1,262,467
Interest expense	(25,118)		(18,386)		(90,962)		(57,678)
Other (expense) income, net	(1,888)		(6,256)		(2,435)		(15,313)
Income before income taxes	418,845		413,493		1,217,184		1,189,476
Provision for income taxes	78,604		73,123		228,317		219,152
Net income	$	340,241	$	340,370	$	988,867	$	970,324

Diluted earnings per share	$	1.47	$	1.47	$	4.26	$	4.19
Basic earnings per share	$	1.47	$	1.48	$	4.28	$	4.21

Weighted average common shares outstanding:
Diluted shares	232,224		231,751		232,188		231,414
Basic shares	231,342		230,691		231,292		230,431

Dividends per share	$	0.28	$	0.25	$	0.84	$	0.75

AMETEK, Inc.

Information by Business Segment

(In thousands)

(Unaudited)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2024		2023		2024		2023
Net sales:
Electronic Instruments	$	1,134,588	$	1,136,130	$	3,444,980	$	3,388,023
Electromechanical	573,976		486,707		1,734,598		1,478,042
Consolidated net sales	$	1,708,564	$	1,622,837	$	5,179,578	$	4,866,065

Operating income:
Segment operating income:
Electronic Instruments	$	338,963	$	335,171	$	1,041,760	$	951,970
Electromechanical	131,519		127,534		345,312		384,253
Total segment operating income	470,482		462,705		1,387,072		1,336,223
Corporate administrative expenses	(24,631)		(24,570)		(76,491)		(73,756)
Consolidated operating income	$	445,851	$	438,135	$	1,310,581	$	1,262,467


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AMETEK, Inc.

Condensed Consolidated Balance Sheet

(In thousands)


	September 30,		December 31,
	2024		2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	396,266	$	409,804
Receivables, net	968,240		1,012,932
Inventories, net	1,084,622		1,132,471
Other current assets	284,562		269,461
Total current assets	2,733,690		2,824,668

Property, plant and equipment, net	822,609		891,293
Right of use asset, net	211,381		229,723
Goodwill	6,550,267		6,447,629
Other intangibles, investments and other assets	4,449,692		4,630,220
Total assets	$	14,767,639	$	15,023,533

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Short-term borrowings and current portion of long-term debt, net	$	571,061	$	1,417,915
Accounts payable and accruals	1,395,864		1,464,658
Total current liabilities	1,966,925		2,882,573

Long-term debt, net	1,765,473		1,895,432
Deferred income taxes and other long-term liabilities	1,485,018		1,515,337
Stockholders' equity	9,550,223		8,730,191
Total liabilities and stockholders' equity	$	14,767,639	$	15,023,533


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AMETEK, Inc.

Reconciliations of GAAP to Non-GAAP Financial Measures

(In thousands, except per share amounts)

(Unaudited)



	Three Months Ended
	September 30,
	2024			2023

Diluted earnings per share (GAAP)	$	1.47		$	1.47
Pretax amortization of acquisition-related intangible assets	0.26			0.22
Income tax benefit on amortization of acquisition-related intangible assets	(0.06)			(0.05)




Rounding	(0.01)			—
Adjusted Diluted earnings per share (Non-GAAP)	$	1.66		$	1.64

Cash provided by operating activities (GAAP)	$	487,170		$	472,856
Deduct: Capital expenditures	(26,282)			(28,671)
Free cash flow (Non-GAAP)	$	460,888		$	444,185

Free Cash Flow Conversion (Free cash flow divided by net income)	135		%	131		%


	Forecasted Diluted Earnings Per Share
	Three Months Ended				Year Ended
	December 31, 2024				December 31, 2024
	Low		High		Low		High

Diluted earnings per share (GAAP)	$	1.61	$	1.66	$	5.86	$	5.91
Paragon integration costs	—		—		0.13		0.13
Income tax benefit on Paragon integration costs	—		—		(0.03)		(0.03)
Pretax amortization of acquisition-related intangible assets	0.27		0.27		1.07		1.07
Income tax benefit on amortization of acquisition-related intangible assets	(0.07)		(0.07)		(0.26)		(0.26)
Adjusted Diluted earnings per share (Non-GAAP)	$	1.81	$	1.86	$	6.77	$	6.82

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

AMETEK Acquires Virtek Vision International

Berwyn, Pa., October 31, 2024 - AMETEK, Inc. (NYSE: AME) today announced the acquisition of Virtek Vision International, a leading provider of advanced laser-based projection and inspection systems.

Virtek specializes in the development and manufacturing of advanced 3D laser projectors, smart cameras, and quality control inspection systems, powered by AI-driven software and algorithms. Their innovative machine vision solutions provide customers with precise, virtual laser guided measurement and inspection capabilities to help automate complex assembly processes and improve manufacturing efficiencies across a wide range of aerospace, defense and industrial applications.

"We are excited to welcome Virtek to the AMETEK family," said David A. Zapico, AMETEK Chairman and Chief Executive Officer. "Virtek is an outstanding acquisition and an excellent strategic fit with our Creaform business. Their strong technology capabilities nicely complement Creaform’s enabling a broader suite of automated 3D scanning and inspection capabilities supported by advance software and algorithms.”

Virtek is headquartered in Waterloo, Canada and has annual sales of approximately $40 million. Virtek will join AMETEK as part of its Electronic Instruments Group (EIG) - a leader in advanced analytical, monitoring, testing, calibrating and display instrumentation.

Corporate Profile

Contact:

Kevin Coleman

Vice President, Investor Relations and Treasurer

kevin.coleman@ametek.com

Phone: 610-889-5247

Cover	Oct. 31, 2024
Cover [Abstract]
Document Type	8-K
Document Period End Date	Oct. 31, 2024
Entity Registrant Name	AMETEK, Inc.
Entity Incorporation, State or Country Code	DE
Entity File Number	1-12981
Entity Tax Identification Number	14-1682544
Entity Address, Address Line One	1100 Cassatt Road
Entity Address, City or Town	Berwyn,
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	19312
City Area Code	610
Local Phone Number	647-2121
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.01 Par Value (voting)
Trading Symbol	AME
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
Entity Central Index Key	0001037868
Amendment Flag	false