All forward-looking statements speak only as of the date they are made and are based on information available at that time. Neither Teledyne nor FLIR assumes any obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
Additional Information and Where to Find It
In connection with the proposed transaction between Teledyne Technologies Incorporated (“Teledyne”) and FLIR, Teledyne has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-4 , as amended by Amendment No. 1, that includes a joint proxy statement of Teledyne and FLIR and a prospectus of Teledyne, as well as other relevant documents concerning the proposed transaction. The Registration Statement on Form S-4 became effective on April 12, 2021. The proposed transaction involving Teledyne and FLIR will be submitted to Teledyne’s stockholders and FLIR’s stockholders for their consideration. Stockholders of Teledyne and stockholders of FLIR are urged to read the registration statement and the joint proxy statement/prospectus regarding the transaction when they become available and any other relevant documents filed with the SEC, as well as any amendments or supplements to those documents, because they will contain important information.
Stockholders may obtain a free copy of the definitive joint proxy statement/prospectus, as well as other filings containing information about Teledyne and FLIR, without charge, at the SEC’s website ( http://www.sec.gov). Copies of the joint proxy statement/prospectus and the filings with the SEC that will be incorporated by reference in the joint proxy statement/prospectus can also be obtained, without charge, by directing a request to Teledyne, Attn: Investor Relations, 1049 Camino Dos Rios, Thousand Oaks, California 91360, or to FLIR, Attn: Corporate Secretary, 1201 S Joyce St, Arlington, Virginia 22202.
Participants in the Solicitation
Teledyne, FLIR and certain of their respective directors, executive officers and employees may be deemed to be participants in the solicitation of proxies in connection with the proposed transaction. Information regarding Teledyne’s directors and executive officers is available in its definitive proxy statement for its 2020 Annual Meeting, which was filed with the SEC on March 10, 2020, its Annual Report on Form 10-K for the year ended January 3, 2021, which was filed with the SEC on February 25, 2021, and certain of its Current Reports on Form 8-K. Information regarding FLIR’s directors and executive officers is available in its definitive proxy statement, which was filed with the SEC on March 11, 2020, and certain of its Current Reports on Form 8-K. Other information regarding the participants in the proxy solicitation and a description of their direct and indirect interests, by security holdings or otherwise, will be contained in the joint proxy statement/prospectus and other relevant materials filed with the SEC. Free copies of this document may be obtained as described in the preceding paragraph.
No Offer or Solicitation
This communication shall not constitute an offer to sell or the solicitation of an offer to sell or an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933.
A live webcast of Teledyne’s first quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Wednesday, April 28, 2021. To access the call, go to www.teledyne.com/investors/events-and-presentations approximately ten minutes before the scheduled start time. A replay will also be available for one month starting at 12:00 p.m. (Eastern) on Wednesday, April 28, 2021.
TELEDYNE TECHNOLOGIES INCORPORATED CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THREE MONTHS ENDED APRIL 4, 2021 AND MARCH 29, 2020 (Unaudited - in millions, except per share amounts) |
||||||||||
|
|
First
|
|
First
|
||||||
|
|
2021 |
|
2020 |
||||||
Net sales |
|
$ |
805.7 |
|
|
|
$ |
784.6 |
|
|
Costs and expenses: |
|
|
|
|
||||||
Costs of sales |
|
492.5 |
|
|
|
492.6 |
|
|
||
Selling, general and administrative expenses |
|
178.0 |
|
|
|
188.0 |
|
|
||
| Total costs and expenses |
|
670.5 |
|
|
|
680.6 |
|
|
||
| Operating income |
|
135.2 |
|
|
|
104.0 |
|
|
||
| Interest and debt expense, net |
|
(35.7 |
) |
|
|
(4.1 |
) |
|
||
| Non-service retirement benefit income |
|
2.8 |
|
|
|
2.5 |
|
|
||
| Other expense, net |
|
(1.0 |
) |
|
|
(1.4 |
) |
|
||
| Income before income taxes |
|
101.3 |
|
|
|
101.0 |
|
|
||
| Provision for income taxes |
|
16.6 |
|
|
|
18.8 |
|
|
||
| Net income |
|
$ |
84.7 |
|
|
|
$ |
82.2 |
|
|
|
|
|
|
|
|
||||||
| Diluted earnings per common share |
|
$ |
2.23 |
|
|
|
$ |
2.17 |
|
|
|
|
|
|
|
|
||||||
| Weighted average diluted common shares outstanding |
|
38.0 |
|
|
|
37.8 |
|
|
||
| TELEDYNE TECHNOLOGIES INCORPORATED SUMMARY OF SEGMENT NET SALES AND OPERATING INCOME FOR THE THREE MONTHS ENDED APRIL 4, 2021 AND MARCH 29, 2020 (Unaudited - in millions) |
|||||||||||||
|
|
|
First
|
First
|
|
% Change |
||||||||
|
|
|
2021 |
2020 |
|
|||||||||
| Net sales: |
|
|
|
|
|
||||||||
| Instrumentation |
|
$ |
286.5 |
|
|
$ |
285.1 |
|
|
|
0.5 |
% |
|
| Digital Imaging |
|
263.3 |
|
|
246.7 |
|
|
|
6.7 |
% |
|||
| Aerospace and Defense Electronics |
|
151.2 |
|
|
156.3 |
|
|
|
(3.3 |
)% |
|||
| Engineered Systems |
|
104.7 |
|
|
96.5 |
|
|
|
8.5 |
% |
|||
| Total net sales |
|
$ |
805.7 |
|
|
$ |
784.6 |
|
|
|
2.7 |
% |
|
| Operating income: |
|
|
|
|
|
||||||||
| Instrumentation |
|
$ |
59.4 |
|
|
$ |
50.8 |
|
|
|
16.9 |
% |
|
| Digital Imaging |
|
52.0 |
|
|
43.8 |
|
|
|
18.7 |
% |
|||
| Aerospace and Defense Electronics |
|
28.3 |
|
|
13.4 |
|
|
|
111.2 |
% |
|||
| Engineered Systems |
|
14.9 |
|
|
11.4 |
|
|
|
30.7 |
% |
|||
| Corporate expense |
|
(19.4 |
) |
|
(15.4 |
) |
|
|
26.0 |
% |
|||
| Operating income |
|
135.2 |
|
|
104.0 |
|
|
|
30.0 |
% |
|||
| Interest and debt expense, net |
|
(35.7 |
) |
|
(4.1 |
) |
|
|
770.7 |
% |
|||
| Non-service retirement benefit income |
|
2.8 |
|
|
2.5 |
|
|
|
12.0 |
% |
|||
| Other expense, net |
|
(1.0 |
) |
|
(1.4 |
) |
|
|
(28.6 |
)% |
|||
| Income before income taxes |
|
101.3 |
|
|
101.0 |
|
|
|
0.3 |
% |
|||
| Provision for income taxes |
|
16.6 |
|
|
18.8 |
|
|
|
(11.7 |
)% |
|||
| Net income |
|
$ |
84.7 |
|
|
$ |
82.2 |
|
|
|
3.0 |
% |
|
| TELEDYNE TECHNOLOGIES INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited – in millions) |
|||||||||
|
|
|
April 4, 2021 |
|
January 3, 2021 |
|||||
| ASSETS |
|
|
|
|
|||||
| Cash and cash equivalents |
|
$ |
3,234.2 |
|
|
$ |
673.1 |
|
|
| Accounts receivable, net |
|
639.2 |
|
|
624.1 |
|
|||
| Inventories, net |
|
328.0 |
|
|
347.3 |
|
|||
| Prepaid expenses and other current assets |
|
79.2 |
|
|
78.1 |
|
|||
| Total current assets |
|
4,280.6 |
|
|
1,722.6 |
|
|||
| Property, plant and equipment, net |
|
484.7 |
|
|
489.3 |
|
|||
| Goodwill and acquired intangible assets, net |
|
2,537.2 |
|
|
2,559.7 |
|
|||
| Prepaid pension asset |
|
74.3 |
|
|
67.9 |
|
|||
| Other assets, net |
|
241.6 |
|
|
245.3 |
|
|||
| Total assets |
|
$ |
7,618.4 |
|
|
$ |
5,084.8 |
|
|
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
|||||
| Accounts payable |
|
$ |
249.9 |
|
|
$ |
229.1 |
|
|
| Accrued liabilities |
|
402.5 |
|
|
434.2 |
|
|||
| Current portion of long-term debt and other debt |
|
— |
|
|
97.6 |
|
|||
| Total current liabilities |
|
652.4 |
|
|
760.9 |
|
|||
| Long-term debt, net of current portion |
|
3,243.3 |
|
|
680.9 |
|
|||
| Other long-term liabilities |
|
386.4 |
|
|
414.4 |
|
|||
| Total liabilities |
|
4,282.1 |
|
|
1,856.2 |
|
|||
| Total stockholders’ equity |
|
3,336.3 |
|
|
3,228.6 |
|
|||
| Total liabilities and stockholders’ equity |
|
$ |
7,618.4 |
|
|
$ |
5,084.8 |
|
|
| TELEDYNE TECHNOLOGIES INCORPORATED RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES FOR THE THREE MONTHS ENDED APRIL 4, 2021 AND MARCH 29, 2020 (Unaudited - in millions, except per share amounts) |
|||||||||||||||||||||||
|
|
First Quarter 2021 |
|
First Quarter 2020 |
||||||||||||||||||||
|
|
Income
|
|
Net income |
|
Diluted
|
|
Income
|
|
Net income |
|
Diluted
|
||||||||||||
| As reported - GAAP |
$ |
101.3 |
|
|
$ |
84.7 |
|
|
$ |
2.23 |
|
|
$ |
101.0 |
|
|
$ |
82.2 |
|
|
$ |
2.17 |
|
| Adjusted for specified items: (a) |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
| Transaction costs |
5.9 |
|
|
4.6 |
|
|
0.12 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
| Debt issue costs and interest expense |
33.1 |
|
|
25.6 |
|
|
0.67 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
| As adjusted - Non-GAAP |
$ |
140.3 |
|
|
$ |
114.9 |
|
|
$ |
3.02 |
|
|
$ |
101.0 |
|
|
$ |
82.2 |
|
|
$ |
2.17 |
|
|
|
|
First Quarter 2021 |
|
First Quarter 2020 |
||||||||||
|
|
|
Operating
|
|
Operating
|
|
Operating
|
|
Operating
|
||||||
| As reported - GAAP |
|
$ |
135.2 |
|
|
16.8 |
% |
|
$ |
104.0 |
|
|
13.3 |
% |
| Adjusted for specified items: (a) |
|
|
|
|
|
|
|
|
||||||
| Transaction costs |
|
5.9 |
|
|
|
|
— |
|
|
|
||||
| As adjusted - Non-GAAP |
|
$ |
141.1 |
|
|
17.5 |
% |
|
$ |
104.0 |
|
|
13.3 |
% |
|
|
|
April 4, 2021 |
|
January 3, 2021 |
||||
| Current portion of long-term debt and other debt - GAAP |
|
$ |
— |
|
|
$ |
97.6 |
|
| Long-term debt - GAAP |
|
3,243.3 |
|
|
680.9 |
|
||
| Total debt - Non-GAAP (a) |
|
3,243.3 |
|
|
778.5 |
|
||
| Less cash and cash equivalents - GAAP |
|
(3,234.2 |
) |
|
(673.1 |
) |
||
| Net debt - Non-GAAP (a) |
|
$ |
9.1 |
|
|
$ |
105.4 |
|
| (a) See description below for an explanation of non-GAAP financial measures. Adjusted net income is calculated using the company’s overall estimated effective tax rate, excluding discrete income tax items. |
