As ValueWalk first “reported” and here, Spruce Capital is short AME. See the full report below and more analysis will follow, so stay tuned.

Spruce Point is pleased to release a 140+ page investment research opinion on AMETEK Inc. (NYSE: AME) an S&P 500 Company with a ‘Strong Sell’ opinion and a $27- $36 price target, or 30 – 50% Downside

In Spruce Point’s Opinion, There Are Numerous Reasons To Be Extremely Cautious of Investing in AMETEK. We Are Short the Stock for the Following Reasons:

1. Ametek Is An Aggressive Roll-up Hitting A Wall: With structural changes facing its core vacuum motor market, Ametek embarked on a 14yr+ long aggressive diversification strategy, and has acquired over 60 companies in various electronic test and measurement industries. Ametek appears to be getting desperate to find new targets. In our opinion, they are beginning to overpay for lower quality deals (eg. Zygo and Amptek). Ametek’s goodwill and intangibles is a staggering 69% of its total assets – dramatically higher than its industrial peers. It appears to underinvest in R&D and capex, and acquires what it cannot internally develop. Having spent over $4.6 billion on deals, Ametek has burned -$691m after adjusting its operating cash flow for recurring acquisitions and capex. Ametek’s acquisition binge yielded virtually no organic revenue growth in 2012/2013. However, we believe Ametek’s acquisition strategy and aggressive accounting inherently overstates its EBITDA margins and EPS. One such tactic Ametek uses is to amortize intangible costs such ‘customer relationships’ over an excessively long period such as 20 years. However, our most pointed evidence of margin and earnings overstatement comes from the public filings we’ve obtained from 17 operating entities across 10 countries, which suggests its EBITDA margins may be overstated by 400-600 bps.

2. Superior EPS and Operating Cash Flow Appears Too Good To Be True: In the past 10 years, Ametek has missed Wall St’s EPS estimates just once – a remarkable accomplishment given its exposure to cyclical end markets. Furthermore, its ‘superior’ operating cash flow benefits substantially from its acquisition strategy: neither its EPS nor cash flow can be taken at face value. We note that in addition to evidence of gross and EBITDA margin contraction at its foreign operating entities, dividends paid from these entities have also been falling. We note that Ametek recently raised $700m in a private placement to pay down its credit facility, which had been utilized by approximately 75%. We believe this capital raises, along with foreign filings from its main European and Asian entities, illustrates its struggle to pay down debt from operating cash flows. We believe Ametek has been touting its superior supply chain procurement initiatives as a cover for its ever-expanding margins, when in reality its filings suggest its margins are at best stagnant, and at worse declining. Ametek pays a small dividend and repurchases a token amount of stock to offset dilution, but we view this as entirely debt-funded and not supported by its operating cash flows.

Ame Research Thesis 11-13-2014

3. Multiple Signs of Inventory Accounting Shenanigans: In 2009, an employee whistleblower case (Matthews vs. Ametek) claimed that Ametek was manipulating its revenue and inventory valuation at Chandler Engineering, one of its subsidiaries. Oddly enough, the head accountant and controller at Chandler was later charged by the FBI and convicted of embezzlement from submitting phony travel expenses in 2013. We observe that Ametek explicitly dropped the “lower of cost or market” inventory valuation language from its SEC filings, and has quietly been changing its inventory accounting from LIFO to FIFO, a change which enables enhancement to EPS. In 2013 in India, where Ametek markets many of its global products, its local auditor raised a qualified opinion and noted continuing failure to address inventory valuation issues, and bad internal controls for sales of goods and services, as well as travel claims! This doesn’t appear to trouble Ametek’s management, which has quietly adjusted its operating income bonus targets for unspecified “tax benefits related to the disposal of excess/obsolete inventory,” despite it never revealing an inventory charge to investors in its SEC filing. Lastly, we observe that in recent years Ametek’s inventory turnover has been declining, and aggressive inventory consignment strategies may be enabling the understatement of inventory on the balance sheet, thereby flattering working capital metrics, which drive management’s year end bonuses
4. CFO Jumps Ship After Its Largest Acquisition Announced: Ametek’s largest acquisition was Dunkermotoren, a German company acquired for ~$320m in May 2012. We pulled the filings for this company, and it appears that Ametek shamefully mislead investors about its performance. While Ametek led Wall St. to believe Dunkermotoren would produce EUR 200m of revenues for 2012, the German filings indicate that it missed this revenue target by 12% and that Ametek may have known that its performance was already deteriorating after Q1’12. Nonetheless, Ametek described that it was ‘very pleased’ with Dunkermotoren’s performance in response to questions from analysts. We have uncovered a disturbing and recurring pattern of Ametek misinforming investors about the revenue expectations of acquired targets. It may come as no surprise that Ametek’s CFO retired shortly after the Dunkermotoren acquisition. The departure also coincided with changes to Ametek’s equity clawback policy, which now encompasses a clawback due to financial restatement from fraud or intentional illegal misconduct
5. Concerns With the “Asia Growth” Story: With virtually no organic revenue growth across its operating businesses, Ametek has often deflected investor attention to its success and growth opportunities in Asia. However, we believe this may be nothing more than a red herring. We note that its Head of Asia recently resigned in early 2014, and its main Singapore operating subsidiary (which conducts business in Singapore, China, Malaysia, India, and Taiwan) was delinquent in its finical filings for most of 2014. Recent operating results indicate a disturbing trend of revenue, profitability, operating cash flow and dividend contraction. Its long-standing Taiwanese JV called Amekai appears to have gone dark and is technically insolvent with liabilities > total assets according to filings. In India, where Ametek entered in 2009 via an acquisition, its losses grew by 31% from 2012 to 2013!
6. Concerns with Ametek’s Cozy Auditor Relationship: Ametek has enjoyed a special relationship with its auditor E&Y – dating back to the 1930s. As a sign of how close the relationship appears to be, E&Y recently lavished its “Entrepreneur of Year” award on Ametek’s CEO, and has barely increased its audit fees in the last 6 years despite the tremendous growth in size and scale of Ametek’s business. In the whistleblower deposition, E&Y admitted that it

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