Teledyne Technologies Inc.
07/29/2024 | Press release | Distributed by Public on 07/29/2024 04:02
Quarterly Report for Quarter Ending June 30, 2024 (Form 10-Q)
tdy-20240630
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_____________________________________
FORM 10-Q
_____________________________________
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended June 30, 2024
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: 1-15295
_____________________________________
TELEDYNE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
_____________________________________
| Delaware | 25-1843385 | |
|
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
|
| 1049 Camino Dos Rios | ||
| Thousand Oaks | California | 91360-2362 |
| (Address of principal executive offices) | (Zip Code) |
805373-4545
(Registrant's telephone number, including area code)
____________________________________
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 | TDY | New York Stock Exchange |
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☒No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes☒No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☒ | Accelerated filer | ☐ |
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ |
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act):
Yes☐No ☒
There were 46,784,213 shares of common stock, $.01 par value per share, outstanding as of July 19, 2024.
Table of Contents
TELEDYNE TECHNOLOGIES INCORPORATED
TABLE OF CONTENTS
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Part I
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Financial Information
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2
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Item 1. Financial Statements
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2
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Condensed Consolidated Statements of Income (Loss)
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2
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Condensed Consolidated Statements of Comprehensive Income (Loss)
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3
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Condensed Consolidated Balance Sheets
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4
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Condensed Consolidated Statements of Stockholders' Equity
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5
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Condensed Consolidated Statements of Cash Flows
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6
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Notes to Condensed Consolidated Financial Statements
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7
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
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21
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Item 3. Quantitative and Qualitative Disclosures About Market Risk
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30
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Item 4. Controls and Procedures
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30
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Part II
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Other Information
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30
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Item 1. Legal Proceedings
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30
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Item 1A. Risk Factors
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30
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Item 5. Other Information
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30
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Item 6. Exhibits
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31
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Signatures
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32
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1
Table of Contents
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2024 AND JULY 2, 2023
(Unaudited - Amounts in millions, except per-share amounts)
| Second Quarter | Six Months | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Net sales | $ | 1,374.1 | $ | 1,424.7 | $ | 2,724.2 | $ | 2,808.0 |
| Costs and expenses | ||||||||
| Cost of sales | 781.5 | 806.3 | 1,551.7 | 1,597.0 | ||||
| Selling, general and administrative | 296.5 | 313.0 | 592.7 | 613.4 | ||||
| Acquired intangible asset amortization | 49.1 | 49.3 | 98.5 | 99.0 | ||||
| Total costs and expenses | 1,127.1 | 1,168.6 | 2,242.9 | 2,309.4 | ||||
|
Operating income (loss)
|
247.0 | 256.1 | 481.3 | 498.6 | ||||
| Interest and debt income (expense), net | (15.8) | (22.3) | (28.5) | (43.3) | ||||
| Gain (loss) on debt extinguishment | - | 1.6 | - | 1.6 | ||||
| Non-service retirement benefit income (expense), net | 2.7 | 2.9 | 5.4 | 6.2 | ||||
| Other income (expense), net | (2.2) | (3.4) | (1.0) | (4.5) | ||||
|
Income (loss) before income taxes
|
231.7 | 234.9 | 457.2 | 458.6 | ||||
| Provision (benefit) for income taxes | 51.4 | 49.4 | 97.8 | 94.3 | ||||
| Net income (loss) including noncontrolling interest | 180.3 | 185.5 | $ | 359.4 | $ | 364.3 | ||
| Less: Net income (loss) attributable to noncontrolling interest | 0.1 | 0.2 | 0.7 | 0.3 | ||||
| Net income (loss) attributable to Teledyne | $ | 180.2 | $ | 185.3 | $ | 358.7 | $ | 364.0 |
| Basic earnings per common share | $ | 3.82 | $ | 3.94 | $ | 7.58 | $ | 7.74 |
| Weighted average common shares outstanding | 47.2 | 47.0 | 47.3 | 47.0 | ||||
| Diluted earnings per common share | $ | 3.77 | $ | 3.87 | $ | 7.49 | $ | 7.60 |
| Weighted average diluted common shares outstanding | 47.8 | 47.9 | 47.9 | 47.9 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
2
Table of Contents
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
FOR THE SECOND QUARTER AND SIX MONTHS ENDED JUNE 30, 2024 AND JULY 2, 2023
(Unaudited - Amounts in millions)
| Second Quarter | Six Months | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Net income (loss) including noncontrolling interest | $ | 180.3 | $ | 185.5 | $ | 359.4 | $ | 364.3 |
| Other comprehensive income (loss): | ||||||||
| Foreign exchange translation adjustment | (5.8) | 12.3 | (94.6) | 8.0 | ||||
| Hedge activity, net of tax | (2.3) | 1.6 | (6.5) | 4.1 | ||||
| Pension and postretirement benefit adjustments, net of tax | 2.1 | 0.9 | 4.2 | 2.4 | ||||
| Other comprehensive income (loss) | (6.0) | 14.8 | (96.9) | 14.5 | ||||
| Comprehensive income (loss) including noncontrolling interest | 174.3 | 200.3 | 262.5 | 378.8 | ||||
| Less: Comprehensive income (loss) attributable to noncontrolling interest | 0.1 | 0.2 | 0.7 | 0.3 | ||||
| Comprehensive income (loss) attributable to Teledyne | $ | 174.2 | $ | 200.1 | $ | 261.8 | $ | 378.5 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
3
Table of Contents
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - Amounts in millions, except share amounts)
| June 30, 2024 | December 31, 2023 | |||
| Assets | ||||
| Current Assets | ||||
| Cash and cash equivalents | $ | 443.2 | $ | 648.3 |
| Accounts receivable, net | 860.2 | 899.7 | ||
| Unbilled receivables, net | 301.3 | 302.4 | ||
| Inventories, net | 965.7 | 917.7 | ||
| Prepaid expenses and other current assets | 174.3 | 213.3 | ||
| Total current assets | 2,744.7 | 2,981.4 | ||
|
Property, plant and equipment, net of accumulated depreciation and amortization of $984.8 at June 30, 2024 and $947.1 at December 31, 2023
|
755.6 | 777.0 | ||
| Goodwill | 8,040.2 | 8,002.8 | ||
| Acquired intangibles, net | 2,182.9 | 2,278.1 | ||
| Prepaid pension assets | 211.5 | 203.3 | ||
| Other assets, net | 286.2 | 285.3 | ||
| Total Assets | $ | 14,221.1 | $ | 14,527.9 |
| Liabilities, Redeemable Noncontrolling Interest and Stockholders' Equity | ||||
| Current Liabilities | ||||
| Accounts payable | $ | 399.7 | $ | 384.7 |
| Accrued liabilities | 836.8 | 781.3 | ||
| Current portion of long-term debt | 150.5 | 600.1 | ||
| Total current liabilities | 1,387.0 | 1,766.1 | ||
| Long-term debt, net of current portion | 2,646.9 | 2,644.8 | ||
| Long-term deferred tax liabilities | 407.1 | 415.4 | ||
| Other long-term liabilities | 455.2 | 475.8 | ||
| Total Liabilities | 4,896.2 | 5,302.1 | ||
| Commitments and contingencies | ||||
| Redeemable Noncontrolling Interest | 5.2 | 4.6 | ||
| Stockholders' Equity | ||||
|
Preferred stock, $0.01 par value; outstanding shares - none
|
- | - | ||
|
Common stock, $0.01 par value; issued shares: 47,432,939 at June 30, 2024 and 47,331,845 at December 31, 2023; outstanding shares: 46,943,484 at June 30, 2024 and 47,331,845 at December 31, 2023
|
0.5 | 0.5 | ||
| Additional paid-in capital | 4,435.9 | 4,407.3 | ||
| Retained earnings | 5,806.2 | 5,447.5 | ||
|
Treasury stock, 489,455 shares at June 30, 2024 and - at December 31, 2023
|
(191.9) | - | ||
| Accumulated other comprehensive income (loss) | (731.0) | (634.1) | ||
| Total Stockholders' Equity | 9,319.7 | 9,221.2 | ||
| Total Liabilities, Redeemable Noncontrolling Interest and Stockholders' Equity | $ | 14,221.1 | $ | 14,527.9 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
Table of Contents
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
(In millions)
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||
| Balance, December 31, 2023 | $ | 0.5 | $ | 4,407.3 | $ | - | $ | 5,447.5 | $ | (634.1) | $ | 9,221.2 |
| Net income (loss) | - | - | - | 178.5 | - | 178.5 | ||||||
| Other comprehensive income (loss), net of tax | - | - | - | - | (90.9) | (90.9) | ||||||
| Stock-based compensation | - | 12.0 | - | - | - | 12.0 | ||||||
| Exercise of stock options and other | - | 7.2 | - | - | - | 7.2 | ||||||
| Balance, March 31, 2024 | 0.5 | 4,426.5 | - | 5,626.0 | (725.0) | 9,328.0 | ||||||
| Net income (loss) | - | - | - | 180.2 | - | 180.2 | ||||||
| Other comprehensive income (loss), net of tax | - | - | - | - | (6.0) | (6.0) | ||||||
| Treasury stock issued | - | (1.9) | 1.9 | - | - | - | ||||||
| Treasury stock repurchased | - | - | (193.8) | - | - | (193.8) | ||||||
| Stock-based compensation | - | 9.3 | - | - | - | 9.3 | ||||||
| Exercise of stock options and other | - | 2.0 | - | - | - | 2.0 | ||||||
| Balance, June 30, 2024 | $ | 0.5 | $ | 4,435.9 | $ | (191.9) | $ | 5,806.2 | $ | (731.0) | $ | 9,319.7 |
| Common Stock | Additional Paid-in Capital | Treasury Stock | Retained Earnings | Accumulated Other Comprehensive Income (Loss) | Total | |||||||
| Balance, January 1, 2023 | $ | 0.5 | $ | 4,353.4 | $ | (20.0) | $ | 4,561.8 | $ | (726.5) | $ | 8,169.2 |
| Net income (loss) | - | - | - | 178.7 | - | 178.7 | ||||||
| Other comprehensive income (loss), net of tax | - | - | - | - | (0.3) | (0.3) | ||||||
| Treasury stock issued | - | (10.6) | 10.6 | - | - | - | ||||||
| Stock-based compensation | - | 7.9 | - | - | - | 7.9 | ||||||
| Exercise of stock options and other | - | 10.2 | - | - | - | 10.2 | ||||||
| Balance, April 2, 2023 | 0.5 | 4,360.9 | (9.4) | 4,740.5 | (726.8) | 8,365.7 | ||||||
| Net income (loss) | - | - | - | 185.3 | - | 185.3 | ||||||
| Other comprehensive income (loss), net of tax | - | - | - | - | 14.8 | 14.8 | ||||||
| Treasury stock issued | - | (2.9) | 2.9 | - | - | - | ||||||
| Stock based compensation | - | 8.4 | - | - | - | 8.4 | ||||||
| Exercise of stock options | - | 4.8 | - | - | - | 4.8 | ||||||
| Balance, July 2, 2023 | $ | 0.5 | $ | 4,371.2 | $ | (6.5) | $ | 4,925.8 | $ | (712.0) | $ | 8,579.0 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
Table of Contents
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 2024 AND JULY 2, 2023
(Unaudited - Amounts in millions)
| Six Months | ||||
| 2024 | 2023 | |||
| Operating Activities | ||||
| Net income (loss) including noncontrolling interest | $ | 359.4 | $ | 364.3 |
| Adjustments to reconcile net income (loss) including noncontrolling interest to net cash provided by (used in) operating activities: | ||||
| Depreciation and amortization | 155.8 | 162.1 | ||
| Stock-based compensation | 21.3 | 16.3 | ||
| Debt extinguishment (income) expense | - | (1.6) | ||
| Changes in operating assets and liabilities excluding the effect of business acquired: | ||||
| Accounts receivable and unbilled receivables | 39.1 | 9.9 | ||
| Inventories | (43.2) | (75.3) | ||
| Accounts payable | 13.3 | (49.7) | ||
| Deferred taxes and income taxes receivable (payable), net | 13.5 | 8.5 | ||
| Prepaid expenses and other assets | 7.4 | (16.3) | ||
| Accrued expenses and other liabilities | 33.6 | (18.6) | ||
| Other operating, net | 9.5 | (6.1) | ||
| Net cash provided by (used in) operating activities | 609.7 | 393.5 | ||
| Investing Activities | ||||
| Purchases of property, plant and equipment | (33.6) | (51.7) | ||
| Purchases of businesses, net of cash acquired | (123.6) | (53.5) | ||
| Other investing, net | 0.1 | 0.7 | ||
| Net cash provided by (used in) investing activities | (157.1) | (104.5) | ||
| Financing Activities | ||||
| Proceeds from (payments on) fixed rate senior notes | (450.0) | (308.4) | ||
| Net borrowings from (repayments made to) credit facility | - | (125.0) | ||
| Proceeds from (payments on) other debt | (0.1) | (135.3) | ||
| Proceeds from exercise of stock options | 11.5 | 15.0 | ||
| Purchases of treasury stock | (193.8) | - | ||
| Liquidation (maturity) of cross currency swap | - | (13.5) | ||
| Other financing, net | (5.5) | (0.6) | ||
| Net cash provided by (used in) financing activities | (637.9) | (567.8) | ||
| Effects of exchange rate changes on cash | (19.8) | 4.9 | ||
| Change in cash and cash equivalents | (205.1) | (273.9) | ||
| Cash and cash equivalents-beginning of period | 648.3 | 638.1 | ||
| Cash and cash equivalents-end of period | $ | 443.2 | $ | 364.2 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
Table of Contents
TELEDYNE TECHNOLOGIES INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
June 30, 2024
Note 1. General
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared by Teledyne Technologies Incorporated ("Teledyne" or the "Company") pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and disclosures normally included in notes to consolidated financial statements have been condensed or omitted pursuant to such rules and regulations, but resultant disclosures are in accordance with generally accepted accounting principles in the United States ("GAAP") as they apply to interim reporting. The condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the related notes in Teledyne's Annual Report on Form 10-K for the fiscal year ended December 31, 2023 ("2023 Form 10-K").
In the opinion of management, the accompanying unaudited condensed consolidated financial statements contain all adjustments (consisting of normal recurring adjustments) necessary to present fairly, in all material respects, Teledyne's consolidated financial position as of June 30, 2024 and the consolidated results of operations, consolidated comprehensive income (loss) and consolidated cash flows for the second quarter and six months ended June 30, 2024. The results of operations and cash flows for the periods ended June 30, 2024 and cash flows for the six months ended June 30, 2024 are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year.
Recent Accounting Standards
In November 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standard Update ("ASU") No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. This standard requires a public entity to disclose significant segment expenses and other segment items on an interim and annual basis. Additionally, it requires a public entity to disclose the title and position of the Chief Operating Decision Maker ("CODM"). The new standard is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. A public entity should apply the amendments in this ASU retrospectively to all prior periods presented in the financial statements. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities, on an annual basis, to provide disclosure of specific categories in the rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction focuses on the rate reconciliation and income taxes paid. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is evaluating the impact of adopting this guidance on its consolidated financial statements.
Note 2. Business Acquisitions
2024 Acquisitions
During the second quarter of 2024, the Company acquired Adimec Holding B.V. and its subsidiaries ("Adimec") for $88.1 million in cash, net of cash acquired, and subject to certain adjustments. Adimec, founded in 1992 and headquartered in Eindhoven, Netherlands, develops customized high-performance industrial and scientific cameras. Adimec is part of the Digital Imaging segment. Goodwill resulting from the Adimec acquisition will not be deductible for tax purposes.
During the second quarter of 2024, the Company acquired Valeport Holdings 2019 Limited and its affiliates ("Valeport") for $35.5 million in cash, net of cash acquired, subject to certain adjustments. Approximately 10% of the purchase price is payable in fiscal year 2025. Valeport, founded in 1969 and headquartered in Totnes, United Kingdom, designs and manufactures underwater sensors for environmental, energy, construction and defense applications. Valeport is part of the Marine Instrumentation product line within the Instrumentation segment. Goodwill resulting from the Valeport acquisition will not be deductible for tax purposes.
2023 Acquisitions
Xena Networks
During the fourth quarter of 2023, the Company acquired Xena Networks ApS and affiliates ("Xena Networks") for $24.2 million in cash, net of cash acquired, and subject to certain adjustments. Xena Networks, headquartered in Denmark, is a leading provider of high-speed terabit ethernet validation, quality assurance, and production test solutions. Xena Networks is part of the Test and Measurement Instrumentation product line within the Instrumentation segment. Goodwill resulting from the Xena Networks acquisition will not be deductible for tax purposes.
7
ChartWorld
During the first quarter of 2023, the Company acquired ChartWorld International Limited and affiliates ("ChartWorld") for $53.5 million in cash, net of cash acquired, and subject to certain adjustments. ChartWorld, headquartered in Cyprus, with additional locations in Germany, Singapore, Canada and Japan, is a provider of digital marine navigation hardware and software provided through an affordable subscription-based model. ChartWorld is part of the Digital Imaging segment. Goodwill resulting from the ChartWorld acquisition will not be deductible for tax purposes.
The following tables show the purchase price (net of cash acquired), goodwill acquired, and acquired intangible assets for these acquisitions (in millions):
| 2024 | |||||||
| Acquisitions | Acquisition Date | Consideration Transferred (a) | Goodwill Acquired | Acquired Intangible Assets | |||
| Adimec | June 4, 2024 | $ | 88.1 | $ | 63.8 | $ | 17.9 |
| Valeport | April 10, 2024 | 35.5 | 23.3 | 7.8 | |||
| $ | 123.6 | $ | 87.1 | $ | 25.7 | ||
|
(a) Net of cash acquired; approximately 10% of the Valeport purchase price is payable in 2025 and included in the amount above
|
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| 2023 | |||||||
| Acquisitions | Acquisition Date | Consideration Transferred (a) | Goodwill Acquired | Acquired Intangible Assets | |||
| Xena Networks | October 13, 2023 | $ | 24.2 | $ | 21.1 | $ | 4.8 |
| ChartWorld | January 3, 2023 | 53.5 | 55.5 | 11.3 | |||
| Total | $ | 77.7 | $ | 76.6 | $ | 16.1 | |
| (a) Net of cash acquired |
The Company's cost to acquire these acquisitions was allocated to the assets acquired and liabilities assumed based upon their respective fair values as of the date of the completion of the acquisition. The differences between the fair value of the consideration paid and the estimated fair value of the assets and liabilities acquired was recorded as goodwill. The fair value of the acquired identifiable assets and liabilities for the Adimec, Valeport and Xena Networks acquisition is provisional pending finalization of the Company's acquisition accounting, including the measurement of tax basis in certain jurisdictions and the resulting deferred taxes that might arise from book and tax basis differences, if any. Pro forma results of operations, the revenue and net income subsequent to the acquisition date, and a more detailed breakout of the major classes of assets and liabilities acquired for these acquisitions have not been presented because the effects of these acquisitions, individually and in the aggregate, were not material to the Company's financial results. The significant factors that resulted in recognition of goodwill for the 2023 and 2024 acquisitions included the acquired businesses' market positions, growth opportunities in the markets in which they operate, their experienced work force and established operating infrastructures. The results of these acquisitions have been included in Teledyne's results since the dates of their respective acquisition.
Note 3. Business Segments
Teledyne is a leading provider of sophisticated digital imaging products and software, instrumentation, aerospace and defense electronics, and engineered systems. Our customers include government agencies, aerospace prime contractors, energy exploration and production companies, major industrial companies and airlines. The Company has four reportable segments: Digital Imaging; Instrumentation; Aerospace and Defense Electronics; and Engineered Systems.
Segment results include net sales and operating income by segment but excludes corporate expenses. Corporate expense primarily includes administrative expenses relating to the corporate office not allocated to our segments.
8
The following table presents net sales and operating income by segment (dollars in millions):
| Second Quarter | % | Six Months | % | |||||||||
| 2024 | 2023 | Change | 2024 | 2023 | Change | |||||||
| Net sales (a): | ||||||||||||
| Digital Imaging | $ | 739.4 | $ | 793.3 | (6.8) | % | $ | 1,480.2 | $ | 1,565.8 | (5.5) | % |
| Instrumentation | 333.5 | 328.4 | 1.6 | % | 663.9 | 661.9 | 0.3 | % | ||||
| Aerospace and Defense Electronics | 194.4 | 186.0 | 4.5 | % | 380.1 | 359.2 | 5.8 | % | ||||
| Engineered Systems | 106.8 | 117.0 | (8.7) | % | 200.0 | 221.1 | (9.5) | % | ||||
| Total net sales | $ | 1,374.1 | $ | 1,424.7 | (3.6) | % | $ | 2,724.2 | $ | 2,808.0 | (3.0) | % |
| Operating income: | ||||||||||||
| Digital Imaging | $ | 113.5 | $ | 124.6 | (8.9) | % | $ | 227.3 | $ | 246.8 | (7.9) | % |
| Instrumentation | 87.2 | 81.4 | 7.1 | % | 173.2 | 162.1 | 6.8 | % | ||||
| Aerospace and Defense Electronics | 57.1 | 53.2 | 7.3 | % | 109.0 | 100.2 | 8.8 | % | ||||
| Engineered Systems | 7.5 | 11.5 | (34.8) | % | 10.2 | 21.5 | (52.6) | % | ||||
| Corporate expense | (18.3) | (14.6) | 25.3 | % | (38.4) | (32.0) | 20.0 | % | ||||
| Operating income | $ | 247.0 | $ | 256.1 | (3.6) | % | $ | 481.3 | $ | 498.6 | (3.5) | % |
|
(a) Net sales exclude inter-segment sales of $8.5 million and $13.3 million for the second quarter and first six months of 2024, respectively, and $8.1 million and $14.3 million for the second quarter and first six months of 2023, respectively.
|
Identifiable assets are those assets used in the operations of the segments. Corporate assets primarily consist of cash and cash equivalents, deferred taxes, net pension assets/liabilities and other assets (in millions):
| Identifiable assets: | June 30, 2024 | December 31, 2023 | ||
| Digital Imaging | $ | 11,236.1 | $ | 11,382.2 |
| Instrumentation | 1,734.6 | 1,692.3 | ||
| Aerospace and Defense Electronics | 560.4 | 569.1 | ||
| Engineered Systems | 208.3 | 184.8 | ||
| Corporate | 481.7 | 699.5 | ||
| Total identifiable assets | $ | 14,221.1 | $ | 14,527.9 |
Product Lines
The Instrumentation segment includes three product lines: Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation. The Company's other three segments each contain one product line.
The following table provides a summary of the net sales by product line for the Instrumentation segment (in millions):
| Second Quarter | Six Months | |||||||
| Instrumentation | 2024 | 2023 | 2024 | 2023 | ||||
| Marine Instrumentation | $ | 147.8 | $ | 127.4 | $ | 295.6 | $ | 255.6 |
| Environmental Instrumentation | 113.5 | 115.3 | 224.6 | 233.2 | ||||
| Test and Measurement Instrumentation | 72.2 | 85.7 | 143.7 | 173.1 | ||||
| Total | $ | 333.5 | $ | 328.4 | $ | 663.9 | $ | 661.9 |
Note 4. Revenue Recognition and Contract Balances
Approximately 70% of the Company's net sales are recognized at a point in time, with the remaining 30% of net sales recognized over time. The Company disaggregates its revenue from contracts with customers by customer type and geographic region for each segment, as management believes it best depicts how the nature, amount, timing and uncertainty of its revenue and cash flows are affected by economic factors.
9
|
Second Quarter Ended
June 30, 2024
|
Second Quarter Ended
June 30, 2024
|
|||||||||||||||
| Customer Type | Geographic Region (c) | |||||||||||||||
| (in millions) | U.S. Govt. (a) | Other (b) | Total | United States | Europe | Asia | All other | Total | ||||||||
| Net sales: | ||||||||||||||||
| Digital Imaging | $ | 122.3 | $ | 617.1 | $ | 739.4 | $ | 325.3 | $ | 201.7 | $ | 136.5 | $ | 75.9 | $ | 739.4 |
| Instrumentation | 29.3 | 304.2 | 333.5 | 153.4 | 82.6 | 61.9 | 35.6 | 333.5 | ||||||||
| Aerospace and Defense Electronics | 60.8 | 133.6 | 194.4 | 132.9 | 33.4 | 20.1 | 8.0 | 194.4 | ||||||||
| Engineered Systems | 95.7 | 11.1 | 106.8 | 106.0 | - | 0.3 | 0.5 | 106.8 | ||||||||
| Total | $ | 308.1 | $ | 1,066.0 | $ | 1,374.1 | $ | 717.6 | $ | 317.7 | $ | 218.8 | $ | 120.0 | $ | 1,374.1 |
|
(a) U.S. Government sales include sales as a prime contractor or subcontractor.
(b) Primarily commercial sales
(c) Geographic region by destination
|
|
Six Months Ended
June 30, 2024
|
Six Months Ended
June 30, 2024
|
|||||||||||||||
| Customer Type | Geographic Region (c) | |||||||||||||||
| (in millions) | U.S. Govt. (a) | Other (b) | Total | United States | Europe | Asia | All other | Total | ||||||||
| Net sales: | ||||||||||||||||
| Digital Imaging | $ | 253.0 | $ | 1,227.2 | $ | 1,480.2 | $ | 659.0 | $ | 402.0 | $ | 270.7 | $ | 148.5 | $ | 1,480.2 |
| Instrumentation | 62.7 | 601.2 | 663.9 | 298.0 | 179.5 | 122.0 | 64.4 | 663.9 | ||||||||
| Aerospace and Defense Electronics | 119.6 | 260.5 | 380.1 | 256.6 | 67.6 | 38.7 | 17.2 | 380.1 | ||||||||
| Engineered Systems | 175.5 | 24.5 | 200.0 | 198.8 | - | 0.4 | 0.8 | 200.0 | ||||||||
| Total | $ | 610.8 | $ | 2,113.4 | $ | 2,724.2 | $ | 1,412.4 | $ | 649.1 | $ | 431.8 | $ | 230.9 | $ | 2,724.2 |
|
(a) U.S. Government sales include sales as a prime contractor or subcontractor.
(b) Primarily commercial sales
(c) Geographic region by destination
|
|
Second Quarter Ended
July 2, 2023
|
Second Quarter Ended
July 2, 2023
|
|||||||||||||||
| Customer Type | Geographic Region (c) | |||||||||||||||
| (in millions) | U.S. Govt. (a) | Other (b) | Total | United States | Europe | Asia | All other | Total | ||||||||
| Net sales: | ||||||||||||||||
| Digital Imaging | $ | 131.3 | $ | 662.0 | $ | 793.3 | $ | 356.4 | $ | 207.3 | $ | 152.4 | $ | 77.2 | $ | 793.3 |
| Instrumentation | 21.3 | 307.1 | 328.4 | 139.4 | 95.2 | 64.6 | 29.2 | 328.4 | ||||||||
| Aerospace and Defense Electronics | 61.0 | 125.0 | 186.0 | 126.0 | 36.2 | 15.5 | 8.3 | 186.0 | ||||||||
| Engineered Systems | 103.2 | 13.8 | 117.0 | 114.4 | - | 0.4 | 2.2 | 117.0 | ||||||||
| Total | $ | 316.8 | $ | 1,107.9 | $ | 1,424.7 | $ | 736.2 | $ | 338.7 | $ | 232.9 | $ | 116.9 | $ | 1,424.7 |
|
(a) U.S. Government sales include sales as a prime contractor or subcontractor.
(b) Primarily commercial sales
(c) Geographic region by destination
|
10
|
Six Months Ended
July 2, 2023
|
Six Months Ended
July 2, 2023
|
|||||||||||||||
| Customer Type | Geographic Region (c) | |||||||||||||||
| (in millions) | U.S. Govt. (a) | Other (b) | Total | United States | Europe | Asia | All other | Total | ||||||||
| Net sales: | ||||||||||||||||
| Digital Imaging | $ | 261.6 | $ | 1,304.2 | $ | 1,565.8 | $ | 690.8 | $ | 404.6 | $ | 310.8 | $ | 159.6 | $ | 1,565.8 |
| Instrumentation | 44.3 | 617.6 | $ | 661.9 | 277.4 | 192.4 | 132.1 | 60.0 | 661.9 | |||||||
| Aerospace and Defense Electronics | 125.7 | 233.5 | $ | 359.2 | 246.1 | 65.7 | 32.5 | 14.9 | 359.2 | |||||||
| Engineered Systems | 196.5 | 24.6 | $ | 221.1 | 217.7 | - | 0.6 | 2.8 | 221.1 | |||||||
| Total | $ | 628.1 | $ | 2,179.9 | $ | 2,808.0 | $ | 1,432.0 | $ | 662.7 | $ | 476.0 | $ | 237.3 | $ | 2,808.0 |
|
(a) U.S. Government sales include sales as a prime contractor or subcontractor.
(b) Primarily commercial sales
(c) Geographic region by destination
|
With the exception of the Engineered Systems segment, net sales in each segment are primarily derived from fixed price contracts. Net sales in the Engineered Systems segment are typically between 45% and 55% fixed price contracts in a given reporting period, with the balance of net sales derived from cost-reimbursable type contracts. For the six months ended June 30, 2024, approximately 49% of net sales in the Engineered Systems segment were derived from fixed price contracts.
Contract Liabilities
| Balance at | ||||
| Contract Liabilities by Balance Sheet Location (in millions) |
June 30, 2024
|
December 31, 2023
|
||
| Accrued liabilities | $ | 311.2 | $ | 241.1 |
| Other long-term liabilities | 29.5 | 25.5 | ||
| Total contract liabilities | $ | 340.7 | $ | 266.6 |
The Company recognized revenue of $101.3 million during the six months ended June 30, 2024 from contract liabilities that existed at the beginning of year.
Remaining Performance Obligations
Remaining performance obligations represent the transaction price of firm orders for which work has not been performed as of the period end date and exclude unexercised contract options and potential orders under ordering-type contracts (e.g., indefinite-delivery, indefinite-quantity). As of June 30, 2024, the aggregate amount of the transaction price allocated to remaining performance obligations was $3,419.3 million. The Company expects approximately 77% of remaining performance obligations to be recognized into revenue within the next twelve months, with the remaining 23% recognized thereafter.
Changes in Contract Estimates at Completion
For over time contracts using the cost-to-cost method, the Company has an Estimate at Completion ("EAC") process in which management reviews the progress and execution of our performance obligations. This EAC process requires management judgment relative to assessing risks, estimating contract revenue, determining reasonably dependable cost estimates, and making assumptions for schedule and technical issues. The majority of revenue recognized over time uses an EAC process. Since certain contracts extend over a long period of time, the impact of revisions in cost and revenue estimates during the progress of work may adjust the current period earnings through a cumulative catch-up basis. This method recognizes, in the current period, the cumulative effect of the changes on current and prior quarters. Additionally, if the current contract estimate indicates a loss, a provision is made for the total anticipated loss in the period that it becomes evident. Contract cost and revenue estimates for significant contracts are generally reviewed and reassessed quarterly.
The net aggregate effects of these changes in estimates on contracts accounted for under the cost-to-cost method in the first six months of 2024 was $2.1 million of favorable operating income compared with $0.5 million of unfavorable operating income in the first six months of 2023. None of the effects of changes in estimates on any individual contract were material to the consolidated statements of income (loss) for any period presented.
11
Note 5. Goodwill and Acquired Intangible Assets
Goodwill
The carrying value of goodwill by segment was as follows (in millions):
| Digital Imaging | Instrumentation | Aerospace and Defense Electronics | Engineered Systems | Total | ||||||
|
Balance at December 31, 2023
|
$ | 6,877.0 | $ | 944.8 | $ | 163.4 | $ | 17.6 | $ | 8,002.8 |
| Current year acquisitions | 63.8 | 23.3 | - | - | 87.1 | |||||
| Foreign currency changes and other | (42.0) | (7.5) | (0.2) | - | (49.7) | |||||
|
Balance at June 30, 2024
|
$ | 6,898.8 | $ | 960.6 | $ | 163.2 | $ | 17.6 | $ | 8,040.2 |
|
Acquired intangible assets
(in millions):
|
June 30, 2024 | December 31, 2023 | ||||||||||
| Gross carrying amount | Accumulated amortization | Net carrying amount | Gross carrying amount | Accumulated amortization | Net carrying amount | |||||||
| Proprietary technology | $ | 1,686.9 | $ | 730.0 | $ | 956.9 | $ | 1,696.6 | $ | 663.0 | $ | 1,033.6 |
| Customer list/relationships | 609.0 | 236.5 | 372.5 | 609.5 | 219.4 | 390.1 | ||||||
| Patents | 0.6 | 0.6 | - | 0.6 | 0.6 | - | ||||||
| Non-compete agreements | 0.9 | 0.9 | - | 0.9 | 0.9 | - | ||||||
| Trademarks | 12.2 | 6.6 | 5.6 | 10.2 | 5.8 | 4.4 | ||||||
| Backlog | 16.3 | 16.3 | - | 16.4 | 16.4 | - | ||||||
| Total intangibles subject to amortization | 2,325.9 | 990.9 | 1,335.0 | 2,334.2 | 906.1 | 1,428.1 | ||||||
| Intangibles not subject to amortization: | ||||||||||||
| Trademarks | 847.9 | - | 847.9 | 850.0 | - | 850.0 | ||||||
| Total acquired intangible assets | $ | 3,173.8 | $ | 990.9 | $ | 2,182.9 | $ | 3,184.2 | $ | 906.1 | $ | 2,278.1 |
An evaluation of the carrying value of goodwill and indefinite-lived intangibles is required to be performed on an annual basis and on an interim basis if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value.
Based on the results of the Company's annual assessment in the fourth quarter of 2023, all reporting units with the exception of the FLIR reporting unit had estimated fair values that exceeded their respective carrying value by more than 100%. At the assessment date in the fourth quarter of 2023, the estimated fair value of the FLIR reporting unit exceeded its carrying value by approximately $460 million or 6%, and the FLIR reporting unit had $5,832.4 million of goodwill at the prior year assessment date. As of June 30, 2024, the FLIR reporting unit had $5,850.8 million of goodwill, with the change in value from the prior year assessment date related to the impact of foreign currency translation.
Although the assumptions used in the Company's prior year discounted cash flow model and market approach are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results of the FLIR reporting unit. Changes in forecast estimates or the application of alternative assumptions could produce significantly different results. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure.
Although no impairment existed for the FLIR reporting unit as of the prior year assessment date, a non-cash impairment of goodwill could result from a number of circumstances, including different assumptions used in determining the fair value of the reporting unit, changes to customer spending priorities, or a sharp increase in interest rates without a corresponding increase in future net sales.
For all reporting units, including the FLIR reporting unit, there have been no events or changes in circumstances which indicate an interim impairment review is required in 2024. The Company will perform its annual analysis during the fourth quarter of 2024.
Based on the results of the Company's annual assessment in the fourth quarter of 2023, the estimated fair value of all material indefinite-lived trademarks, with the exception of the FLIR indefinite-lived trademark, significantly exceeded their respective carrying value. Trademarks of recently acquired businesses generally represent a higher inherent risk of impairment, which
12
typically decreases as the businesses are integrated into the Company. At the prior year annual assessment date, the FLIR indefinite-lived trademark had a carrying value of $685.3 million and a fair value of $694.9 million. The most significant assumptions utilized in the determination of the fair value of the FLIR trademark are the net sales growth rates (including residual growth rates), discount rate and royalty rate. Although the FLIR sales forecasts are based on assumptions that are considered reasonable by management and consistent with the plans and estimates management uses to operate the underlying businesses, there is significant judgment in determining the expected results of the FLIR business. Changes in sales forecast estimates or the application of alternative assumptions could produce significantly different results. The discount rate, which is consistent with a weighted average cost of capital that is likely to be expected by a market participant, is based upon industry required rates of return, including consideration of both debt and equity components of the capital structure. The royalty rate was driven by historical and estimated future profitability of the underlying FLIR business, and the royalty rate assumption was consistent with assumptions used by the Company as part of the purchase price allocation of FLIR in 2021. The royalty rate may be impacted by significant adverse changes in long-term operating margins. Although no impairment exists for the FLIR trademark, a non-cash impairment of the trademark could result from a number of circumstances, including different assumptions used in determining the fair value of the trademark, changes to customer spending priorities, or a sharp increase in interest rates without a corresponding increase in future net sales.
For all indefinite-lived trademarks, including the FLIR trademark, there have been no events or changes in circumstances which indicate an interim impairment review is required in 2024. The Company will perform its annual analysis during the fourth quarter of 2024.
Note 6. Supplemental Balance Sheet Information
Cash Equivalents
The Company had $48.8 million and $265.1 million of cash equivalents at June 30, 2024 and December 31, 2023, respectively. The Company has categorized its cash equivalents as a Level 1 financial asset, measured at fair value based on quoted prices in active markets of identical assets.
Accounts Receivable, net
Accounts receivable is presented net of an allowance for doubtful accounts of $12.4 million at June 30, 2024 and $11.5 million at December 31, 2023.
Inventories, net
Inventories are stated at current cost, net of reserves for excess, slow moving and obsolete inventory. Inventories are primarily valued under the FIFO method or average cost method. Inventory balances are summarized as follows (in millions):
| Balance at | ||||
| June 30, 2024 | December 31, 2023 | |||
| Raw materials and supplies | $ | 581.3 | $ | 560.6 |
| Work in process | 209.9 | 184.8 | ||
| Finished goods | 174.5 | 172.3 | ||
| Total inventories, net | $ | 965.7 | $ | 917.7 |
Product Warranty Costs
Some of the Company's products are subject to specified warranties, and the Company provides for the estimated cost of product warranties. The adequacy of the warranty reserve is assessed regularly, and the reserve is adjusted as necessary based on a review of historic warranty experience with respect to the applicable business or products, as well as the length and actual terms of the warranties. The warranty reserve is included in current accrued liabilities and other long-term liabilities on the condensed consolidated balance sheet.
| Six Months | ||||
| Warranty Reserve (in millions): | 2024 | 2023 | ||
| Balance at beginning of year | $ | 49.1 | $ | 50.3 |
| Product warranty expense | 13.7 | 8.2 | ||
| Deductions | (14.9) | (7.5) | ||
| Acquisition | 0.4 | - | ||
| Balance at end of period | $ | 48.3 | $ | 51.0 |
13
Note 7. Long-Term Debt
| Balance at | ||||
| Long-Term Debt (in millions): | June 30, 2024 | December 31, 2023 | ||
|
$1.20 billion credit facility due June 2029
|
$ | - | $ | - |
|
Term loan due October 2024, variable rate of 6.69% at June 30, 2024 and 6.71% at December 31, 2023, swapped to a Euro fixed rate of 0.61%
|
150.0 | 150.0 | ||
|
1.60% Fixed Rate Senior Notes due April 2026
|
450.0 | 450.0 | ||
|
2.25% Fixed Rate Senior Notes due April 2028
|
700.0 | 700.0 | ||
|
2.50% Fixed Rate Senior Notes due August 2030
|
485.0 | 485.0 | ||
|
2.75% Fixed Rate Senior Notes due April 2031
|
1,030.0 | 1,030.0 | ||
|
0.95% Fixed Rate Senior Notes due and repaid April 2024
|
- | 450.0 | ||
| Other debt | 1.4 | 1.0 | ||
| Debt discount and debt issuance costs | (19.0) | (21.1) | ||
| Total debt, net | 2,797.4 | 3,244.9 | ||
| Less: Current portion of long-term debt | (150.5) | (600.1) | ||
| Total long-term debt, net of current portion | $ | 2,646.9 | $ | 2,644.8 |
At June 30, 2024, $1,177.7 million was available under the $1.20 billion credit facility, after a reduction of $22.3 million in outstanding letters of credit. The Company's bank credit agreements requires it to comply with various financial and operating covenants and at June 30, 2024, the Company was in compliance with these covenants. During the second quarter of 2024, the Company made a $450 million debt maturity payment on the Senior Notes due April 2024.
Teledyne estimates the fair value of its long-term debt based on debt of similar type, rating and maturity and at comparable interest rates. The Company estimates the fair value of long-term debt by using Level 2 inputs in the fair value hierarchy which is based on observable market data. As of June 30, 2024 and December 31, 2023, the aggregate fair values of our borrowings were $2,493.2 million and $2,965.3 million, respectively, and the carrying values were $2,816.4 million and $3,266.0 million, respectively.
Note 8. Income Taxes
The income tax provision is calculated using an estimated annual effective tax rate, based upon estimates of annual income, permanent items, statutory tax rates and planned tax strategies in the various jurisdictions in which we operate except that certain loss jurisdictions and discrete items, such as the resolution of uncertain tax positions and stock-based accounting income tax benefits, are treated separately.
| Second Quarter | Six Months | |||||||
| (Dollars in millions) | 2024 | 2023 | 2024 | 2023 | ||||
| Provision (benefit) for income taxes (a) | $ | 51.4 | $ | 49.4 | $ | 97.8 | $ | 94.3 |
| Income (loss) before income taxes | $ | 231.7 | $ | 234.9 | $ | 457.2 | $ | 458.6 |
| Effective tax rate | 22.2% | 21.0% | 21.4% | 20.6% | ||||
|
(a) The second quarter of 2024 includes net discrete income tax benefits of $0.7 million and the first six months of 2024 includes net discrete income tax benefits of $5.1 million, respectively. The second quarter of 2023 includes net discrete income tax benefits of $1.4 million and the first six months of 2023 includes net discrete income tax benefits of $8.0 million, respectively.
|
Numerous foreign jurisdictions have enacted or are in the process of enacting legislation to adopt a minimum effective tax rate described in the Global Anti-Base Erosion, or Pillar Two, model rules issued by the Organization for Economic Co-operation and Development ("OECD"). A minimum effective tax rate of 15% would apply to multinational companies with consolidated revenue above €750 million.
Under the Pillar Two rules, a company is required to determine a combined effective tax rate for all entities located in a jurisdiction. If the jurisdictional effective tax rate determined under the Pillar Two is less than 15%, a top-up tax will be due to bring the jurisdictional effective tax rate up to 15%. The Company is continuing to monitor the implementation of Pillar Two by individual countries and the potential effects of Pillar Two on our business. The Company does not expect the provisions effective in 2024 will have a materially adverse impact on its results of operations, financial position or cash flows.
The Inflation Reduction Act of 2022 ("IRA") levies a 1% excise tax on net stock repurchases after December 31, 2022. If the Company were to repurchase shares, the excise tax would be recorded as a cost of acquiring treasury stock and is not material. Additionally, the IRA imposes a 15% corporate alternative minimum tax ("CAMT") for tax years beginning after December 31, 2022. The Company does not expect the CAMT to have a material impact on its results of operations or financial position.
14
Note 9. Pension Plans
| Second Quarter | Six Months | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Service cost - benefits earned during the period (in millions) | $ | 1.5 | $ | 1.5 | $ | 3.0 | $ | 3.0 |
| Pension non-service cost (income) (in millions): | ||||||||
| Interest cost on benefit obligation | $ | 8.1 | $ | 8.4 | $ | 16.3 | $ | 16.8 |
| Expected return on plan assets | (13.5) | (13.5) | (27.1) | (27.1) | ||||
| Amortization of net prior service cost (income) | (0.2) | (0.4) | (0.4) | (0.9) | ||||
| Amortization of net actuarial loss (gain) | 2.9 | 2.6 | 5.8 | 5.0 | ||||
| Pension non-service cost (income) | $ | (2.7) | $ | (2.9) | $ | (5.4) | $ | (6.2) |
Note 10. Stock-based Compensation
Teledyne has long-term incentive plans pursuant to which it has granted non-qualified stock options, restricted stock awards and restricted stock units. The Company also has non-employee director stock compensation plans, pursuant to which common stock, stock options and restricted stock units have been issued to its directors. The Company issues shares of common stock upon the exercise of stock options. In 2024, the Company began using the Black-Scholes option pricing model to determine the fair value of stock options. The adoption of the Black-Scholes option pricing model was driven by a review of option exercise history, which more closely aligned with the methodology of the Black-Scholes option pricing model, and the adoption of the Black-Scholes option pricing model did not materially change the grant-date fair value calculation.
Stock-based compensation expense was $9.3 million and $21.3 million for the second quarter and first six months of 2024, respectively, and $8.4 million and $16.3 million for the second quarter and first six months of 2023, respectively. Stock option activity for the second quarter and first six months of 2024 is as follows:
| Second Quarter | Six Months | |||||
| Shares | Weighted Average Exercise Price | Shares |
Weighted Average Exercise Price |
|||
| Beginning balance | 1,312,665 | $ | 267.47 | 1,337,972 | $ | 223.43 |
| Granted | - | $ | - | 67,003 | $ | 441.98 |
| Exercised | (16,012) | $ | 149.11 | (99,039) | $ | 115.76 |
| Canceled | (9,377) | $ | 376.60 | (18,660) | $ | 382.80 |
| Ending balance | 1,287,276 | $ | 268.15 | 1,287,276 | $ | 268.15 |
| Exercisable at end of period | 1,086,068 | $ | 242.05 | 1,086,068 | $ | 242.05 |
Restricted stock activity for the second quarter and first six months of 2024 is as follows:
| Second Quarter | Six Months | |||||
| Shares | Weighted average fair value per share | Shares | Weighted average fair value per share | |||
| Beginning balance | 188,237 | $ | 394.81 | 123,089 | $ | 364.86 |
| Granted | 4,783 | $ | 364.21 | 94,050 | $ | 428.99 |
| Vested | (2,170) | $ | 405.09 | (23,033) | $ | 384.35 |
| Forfeited/canceled | (1,882) | $ | 391.94 | (5,138) | $ | 381.97 |
| Ending balance | 188,968 | $ | 383.89 | 188,968 | $ | 383.89 |
Note 11. Earnings Per Share
The weighted average number of common shares used in the calculation of basic and diluted earnings per share consisted of the following (in millions):
| Second Quarter | Six Months | |||
| 2024 | 2023 | 2024 | 2023 | |
| Weighted average basic common shares outstanding | 47.2 | 47.0 | 47.3 | 47.0 |
| Effect of dilutive securities (primarily stock options) | 0.6 | 0.9 | 0.6 | 0.9 |
| Weighted average diluted common shares outstanding | 47.8 | 47.9 | 47.9 | 47.9 |
For the second quarter and first six months of 2024 and 2023, the Company excluded approximately 0.2 million of stock options in the computation of diluted earnings per share because the effect of their inclusion would have been anti-dilutive.
15
Stock Repurchases
In April 2024, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $1.25 billion of Teledyne's common stock. This authorization superseded prior open stock repurchase programs authorized by the Board of Directors. The newly authorized stock repurchase program does not have a stated expiration date. Shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or
via an accelerated stock repurchase program. Shares could be repurchased in a plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors, such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions. The Company currently intends to fund future share repurchases with cash on hand and available borrowings under the Company's credit facility.
During the second quarter of 2024, the Company repurchased approximately 0.5 million shares for $193.8 million with a weighted-average price of $391.92 per share. Subsequent to the end of the second quarter of 2024, the Company repurchased approximately 0.2 million shares for $84.5 million with a weighted-average price of $394.43 per share.
Note 12. Accumulated Other Comprehensive Income (Loss)
The changes in accumulated other comprehensive income (loss) ("AOCI") by component, net of tax, for the second quarter and six months ended June 30, 2024 and July 2, 2023 are as follows (in millions):
| Foreign Currency Translation | Cash Flow Hedges and Other | Pension and Postretirement Benefits | Total | |||||
|
Balance at March 31, 2024
|
$ | (481.5) | $ | 4.0 | $ | (247.5) | $ | (725.0) |
| Other comprehensive income (loss) before reclassifications | (5.8) | (2.0) | - | (7.8) | ||||
| Amounts reclassified from AOCI | - | (0.3) | 2.1 | 1.8 | ||||
| Net other comprehensive income (loss) | (5.8) | (2.3) | 2.1 | (6.0) | ||||
|
Balance at June 30, 2024
|
$ | (487.3) | $ | 1.7 | $ | (245.4) | $ | (731.0) |
| Foreign Currency Translation | Cash Flow Hedges and Other | Pension and Postretirement Benefits | Total | |||||
|
Balance at April 2, 2023
|
$ | (476.6) | $ | 3.8 | $ | (254.0) | $ | (726.8) |
| Other comprehensive income (loss) before reclassifications | 12.3 | 3.0 | - | 15.3 | ||||
| Amounts reclassified from AOCI | - | (1.4) | 0.9 | (0.5) | ||||
| Net other comprehensive income (loss) | 12.3 | 1.6 | 0.9 | 14.8 | ||||
|
Balance at July 2, 2023
|
$ | (464.3) | $ | 5.4 | $ | (253.1) | $ | (712.0) |
| Foreign Currency Translation | Cash Flow Hedges and Other | Pension and Postretirement Benefits | Total | |||||
|
Balance at December 31, 2023
|
$ | (392.7) | $ | 8.2 | $ | (249.6) | $ | (634.1) |
| Other comprehensive income (loss) before reclassifications | (94.6) | 0.7 | - | (93.9) | ||||
| Amounts reclassified from AOCI | - | (7.2) | 4.2 | (3.0) | ||||
| Net other comprehensive income (loss) | (94.6) | (6.5) | 4.2 | (96.9) | ||||
|
Balance at June 30, 2024
|
$ | (487.3) | $ | 1.7 | $ | (245.4) | $ | (731.0) |
| Foreign Currency Translation | Cash Flow Hedges and Other | Pension and Postretirement Benefits | Total | |||||
|
Balance at January 1, 2023
|
$ | (472.3) | $ | 1.3 | $ | (255.5) | $ | (726.5) |
| Other comprehensive income (loss) before reclassifications | 8.0 | 12.8 | - | 20.8 | ||||
| Amounts reclassified from AOCI | - | (8.7) | 2.4 | (6.3) | ||||
| Net other comprehensive income (loss) | 8.0 | 4.1 | 2.4 | 14.5 | ||||
|
Balance at July 2, 2023
|
$ | (464.3) | $ | 5.4 | $ | (253.1) | $ | (712.0) |
16
The reclassifications out of AOCI to net income for the second quarter ended June 30, 2024 and July 2, 2023 are as follows (in millions):
| Amount Reclassified from AOCI for the Quarter Ended | Amount Reclassified from AOCI for the Quarter Ended | Statement of Income (Loss) Presentation | |||
| June 30, 2024 | July 2, 2023 | ||||
| (Gain) loss on cash flow hedges: | |||||
| Gain recognized in income on derivatives | $ | (0.4) | $ | (1.8) | See Note 13 |
| Income tax impact | 0.1 | 0.4 | Provision for income taxes | ||
| Total | $ | (0.3) | $ | (1.4) | |
| Amortization of defined benefit pension and postretirement plan items: | |||||
| Amortization of prior service cost | $ | (0.1) | $ | (0.4) | Costs and expenses |
| Amortization of net actuarial loss | 2.9 | 1.8 | Costs and expenses | ||
| Total before tax | 2.8 | 1.4 | |||
| Income tax impact | (0.7) | (0.5) | Provision for income taxes | ||
| Total | $ | 2.1 | $ | 0.9 | |
|
Amount Reclassified from AOCI for the Six Months Ended
|
Amount Reclassified from AOCI for the Six Months Ended
|
Statement of Income (Loss) Presentation | |||
| June 30, 2024 | July 2, 2023 | ||||
| (Gain) loss on cash flow hedges: | |||||
| Gain recognized in income on derivatives | $ | (9.7) | $ | (11.6) | See Note 13 |
| Income tax impact | 2.5 | 2.9 | Provision for income taxes | ||
| Total | $ | (7.2) | $ | (8.7) | |
| Amortization of defined benefit pension and postretirement plan items: | |||||
| Amortization of prior service cost | $ | (0.2) | $ | (0.9) | Costs and expenses |
| Amortization of net actuarial loss | 5.8 | 4.3 | Costs and expenses | ||
| Total before tax | 5.6 | 3.4 | |||
| Income tax impact | (1.4) | (1.0) | Provision for income taxes | ||
| Total | $ | 4.2 | $ | 2.4 |
Note 13. Derivative Instruments and Hedging Activities
The Company's primary exposure to market risk relates to changes in foreign currency exchange rates and interest rates. The Company's primary foreign currency risk management objective is to protect the U.S. dollar value of future cash flows and minimize the volatility of reported earnings. The Company does not use foreign currency forward contracts for speculative or trading purposes.
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The Company mitigates exposure to foreign currency exchange rates and interest rates primarily through the following:
| Mitigation Approach | Quantitative Information on Approach |
|
The Company utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenue and expenses denominated in Canadian dollars for our Canadian companies, and in British pounds for our U.K. companies. These contracts are designated and qualify as cash flow hedges.
|
As of June 30, 2024, the Company had foreign currency forward contracts to buy Canadian dollars and to sell U.S. dollars totaling $98.5 million. These foreign currency forward contracts have maturities ranging from September 2024 to February 2026. As of June 30, 2024, the Company had foreign currency forward contracts to buy British pounds and to sell U.S. dollars totaling $8.3 million. These foreign currency forward contracts have maturities ranging from September 2024 to February 2025.
|
|
The Company utilizes foreign currency forward contracts to mitigate foreign exchange rate risk associated with foreign currency denominated monetary assets and liabilities, including intercompany receivables and payables. These foreign currency forward contracts are not designated as accounting hedges.
|
See Non-Designated Hedging Activities section below.
|
|
The Company has converted a U.S. dollar denominated, variable rate debt obligation of a European subsidiary into euro fixed rate obligation using a receive float, pay fixed cross currency swap to reduce the variability of interest rates. This cross currency swap is designated as cash flow hedge.
|
As of June 30, 2024, the Company has a cross currency swap outstanding with a notional amount of €156.0 million and $150.0 million that matures in October 2024.
|
All derivative instruments are recorded on the condensed consolidated balance sheets at fair value. The accounting for gains and losses resulting from changes in fair value depends on the use of the derivative instrument and whether it is designated and qualifies for hedge accounting.
Designated Hedging Activities
For a derivative instrument designated as an accounting hedge of an anticipated transaction (a cash flow hedge), the change in the fair value is recorded on the condensed consolidated balance sheets in AOCI to the extent the derivative instrument is effective in mitigating the exposure related to the anticipated transaction. The amount recorded within AOCI is reclassified into earnings in the same period during which the underlying hedged transaction affects earnings. The effect of derivative instruments designated as cash flow hedges in the condensed consolidated financial statements for the second quarter and six months ended June 30, 2024 and July 2, 2023 was as follows (in millions):
| Second Quarter | Six Months | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Net gain (loss) recognized in AOCI - Foreign Exchange Contracts (a) | $ | 0.2 | $ | 3.1 | $ | 0.9 | $ | 16.8 |
| Net gain (loss) reclassified from AOCI into revenue - Foreign Exchange Contracts (a) | $ | 0.2 | $ | (1.8) | $ | 1.0 | $ | (3.7) |
| Net gain (loss) reclassified from AOCI into other income and expense, net - Foreign Exchange Contracts (b) | $ | 1.2 | $ | 0.6 | $ | 4.9 | $ | 10.7 |
| Net gain (loss) reclassified from AOCI into interest expense - Foreign Exchange Contracts | $ | 2.0 | $ | 2.2 | $ | 3.9 | $ | 3.7 |
| Net gain (loss) reclassified from AOCI into interest expense - Interest Rate Contracts | $ | - | $ | - | $ | - | $ | 0.6 |
(a) Effective portion, pre-tax
(b) Amount reclassified to offset earnings impact of liability hedged by cross currency swap
Net deferred gains recorded in AOCI for the forward contracts that will mature in the next twelve months total $0.1 million, net of taxes. These gains are expected to be offset by anticipated losses in the value of the forecasted underlying hedged item. Amounts related to the cross currency swap expected to be reclassified from AOCI into income in the next twelve months total $1.9 million.
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Non-Designated Hedging Activities
For a derivative instrument that has not been designated as an accounting hedge, the change in the fair value is recognized immediately in earnings. As of June 30, 2024, the Company had foreign currency forward contracts not designated as accounting hedges primarily in the following types and pairs (in millions):
| Contracts to Buy | Contracts to Sell | ||||
| Currency | Amount | Currency | Amount | ||
| Canadian Dollars | $ | 276.4 | U.S. Dollars | US$ | 202.3 |
| Danish Krone | Kr. | 167.4 | U.S. Dollars | US$ | 24.4 |
| Great Britain Pounds | £ | 6.4 | Euros | € | 7.5 |
| Great Britain Pounds | £ | 107.3 | U.S. Dollars | US$ | 136.4 |
| U.S. Dollars | US$ | 4.1 | Euros | € | 4.1 |
| Norwegian Krone | kr | 218.2 | U.S. Dollars | US$ | 20.8 |
| Swedish Krona | kr | 174.9 | Euros | € | 15.3 |
| Swedish Krona | kr | 467.6 | U.S. Dollars | US$ | 44.3 |
The preceding table includes non-designated hedges derived from terms contained in previously designated cash flow hedges. The gains and losses on these derivatives instruments which are not designated as accounting hedges are intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings.
The effect of derivative instruments not designated as accounting hedges recognized in other income and expense for the second quarter and six months ended June 30, 2024 was expense of $2.8 million and $12.1 million, respectively. The effect of derivative instruments not designated as accounting hedges in other income and expense for the second quarter and six months ended July 2, 2023 was income of $2.0 million and $9.7 million, respectively. The income or expense was largely offset by losses or gains in the value of the underlying hedged item excluding the impact of forward points.
Fair Value of Derivative Financial Instruments
The fair values of the Company's derivative instruments are presented below. All fair values for these derivative instruments were measured using Level 2 inputs in the fair value hierarchy (in millions):
| Asset/(Liability) Derivative Instruments | Balance sheet location | June 30, 2024 | December 31, 2023 | ||
| Derivatives designated as hedging instruments: | |||||
| Cash flow forward contracts | Other current assets | $ | 0.4 | $ | 3.7 |
| Cash flow forward contracts | Other non-current assets | 0.2 | 2.4 | ||
| Cash flow forward contracts | Other current liabilities | (0.3) | - | ||
| Currency / interest rate contracts | Other current assets (accrued interest) | 0.1 | 0.1 | ||
| Currency / interest rate contracts | Other current liabilities | (16.5) | (21.3) | ||
| Total derivatives designated as hedging instruments | (16.1) | (15.1) | |||
| Derivatives not designated as hedging instruments: | |||||
| Non-designated forward contracts | Other current assets | 2.9 | 14.2 | ||
| Non-designated forward contracts | Accrued liabilities | (5.0) | (3.2) | ||
| Total derivatives not designated as hedging instruments | (2.1) | 11.0 | |||
| Total derivative instruments, net | $ | (18.2) | $ | (4.1) |
Note 14. Commitments and Contingencies
Trade Compliance Matters
The Company has made voluntary disclosures to the U.S. Department of State and the U.S. Department of Commerce, including to the Bureau of Industry and Security ("BIS") with respect to Teledyne FLIR shipments of products from non-U.S. jurisdictions which were not licensed due to an incorrect de minimis calculation methodology under the Export Administration Regulations. The Company has also made voluntary disclosures to export authorities in jurisdictions outside the U.S. for certain potential violations of local export laws. At this time, based on available information, we are unable to reasonably estimate the time it may take to resolve these matters or the amount or range of potential loss, penalty or other government action, if any, that may be incurred in connection with these matters. However, an unfavorable outcome could result in substantial fines and penalties or loss or suspension of export privileges or of particular authorizations that could be material to
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the Company's financial position, results of operations or cash flows in and following the period in which such outcome becomes estimable or known.
Environmental Remediation Obligations
At June 30, 2024, the Company's reserves for environmental remediation obligations totaled $6.8 million, of which $3.1 million is included in current accrued liabilities. At December 31, 2023, the Company's reserves for environmental remediation obligations totaled $5.4 million. The Company evaluates whether it may be able to recover a portion of future costs for environmental liabilities from its insurance carriers and from third parties. The timing of expenditures depends on a number of factors that vary by site, including the nature and extent of contamination, the number of potentially responsible parties, the timing of regulatory approvals, the complexity of the investigation and remediation, and the standards for remediation. The Company expects that it will pay the amounts recorded over many years and will complete remediation of all sites with which it has been identified in up to 30 years.
Legal Matters
A number of other lawsuits, claims and proceedings have been or may be asserted against the Company, including those pertaining to product liability, acquisitions, patent infringement, contracts, environmental, employment and employee benefits matters. While the outcome of such matters cannot be predicted with certainty, and some of these lawsuits, claims or proceedings may be determined adversely to the Company, management does not believe that the disposition of any such pending matters is likely to have a material adverse effect on the Company's financial statements.
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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Overview
Teledyne provides enabling technologies for industrial growth markets that require advanced technology and high reliability. These markets include aerospace and defense, factory automation, air and water quality environmental monitoring, electronics design and development, oceanographic research, deepwater oil and gas exploration and production, medical imaging and pharmaceutical research. Our products include digital imaging sensors, cameras and systems within the visible, infrared and X-ray spectra, monitoring and control instrumentation for marine and environmental applications, harsh environment interconnects, electronic test and measurement equipment, aircraft information management systems, and defense electronics and satellite communication subsystems. We also supply engineered systems for defense, space, environmental and energy applications. We differentiate ourselves from many of our direct competitors by having a customer- and Company-sponsored applied research center that augments our product development expertise. We believe our technological capabilities, innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the industries in which we compete.
Strategy
Our strategy continues to emphasize growth in our four business segments: Digital Imaging, Instrumentation, Aerospace and Defense Electronics and Engineered Systems. The markets in which we sell our enabling technologies are characterized by high barriers to entry and include specialized products and services not likely to be commoditized. We intend to strengthen and expand our business with targeted acquisitions and through product development. We continue to focus on balanced and disciplined capital deployment among capital expenditures, acquisitions, product development and stock repurchases. We aggressively pursue operational excellence to continually improve our margins and earnings by emphasizing cost containment and evaluating cost reductions in all aspects of our business. At Teledyne, operational excellence includes the rapid integration of the businesses we acquire. Using complementary technology across our businesses and through targeted research and development, we seek to create new products to grow our company and expand our addressable markets. We continually evaluate our businesses to ensure that they are aligned with our strategy.
Consistent with our strategy, we completed two acquisitions each in 2024 and in 2023. The financial results of the completed acquisitions have been included since the respective date of each acquisition.
Trends Affecting Our Business and Other Matters
We had previously assumed no full year sales growth in industrial automation markets as well as electronic test and measurement markets. However, those markets weakened more than planned in the first half of the year.
We have experienced supply chain challenges, including long lead times, as well as cost inflation for parts and components, logistics and labor due to availability constraints and high demand. These supply chain challenges have also delayed our ability to timely convert backlog to revenue. Although to a lesser extent compared to recent years, we expect cost inflation impacts and supply chain constraints to continue during the remainder of 2024.
Sales recorded and costs incurred recorded by subsidiaries operating outside of the United States are translated into U.S. dollars using exchange rates effective during the respective period. As a result, we are exposed to movements in the exchange rates of various currencies against the U.S. dollar. See Note 13 for additional discussion around our derivative instruments and hedging activities used to mitigate these impacts.
To date, we have not been materially impacted by the conflict in Israel and its effect on neighboring regions. We do not have material assets in Israel. Our total net sales to Israel in the first six months of 2024 and the full year 2023 was approximately 1% of total net sales, respectively. It is too early to determine the full extent of the impact this conflict could have on our business and our operations, including the impact to our suppliers from these regions, and our assessment of the potential impacts is ongoing.
As part of a continuing effort to reduce costs and improve operating performance, we may take and have taken actions to consolidate and relocate certain facilities and reduce headcount across various businesses, reducing our exposure to weaker end markets. We continue to seek cost reductions in our businesses.
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Results of Operations
|
|
Second Quarter | % | Six Months | % | ||||||||
| (in millions) | 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||
| Net sales | $ | 1,374.1 | $ | 1,424.7 | (3.6) | % | $ | 2,724.2 | $ | 2,808.0 | (3.0) | % |
| Costs and expenses | ||||||||||||
| Cost of sales | 781.5 | 806.3 | (3.1) | % | 1,551.7 | 1,597.0 | (2.8) | % | ||||
| Selling, general and administrative ("SG&A") | 296.5 | 313.0 | (5.3) | % | 592.7 | 613.4 | (3.4) | % | ||||
| Acquired intangible asset amortization | 49.1 | 49.3 | (0.4) | % | 98.5 | 99.0 | (0.5) | % | ||||
| Total costs and expenses | 1,127.1 | 1,168.6 | (3.6) | % | 2,242.9 | 2,309.4 | (2.9) | % | ||||
| Operating income (loss) | 247.0 | 256.1 | (3.6) | % | 481.3 | 498.6 | (3.5) | % | ||||
| Interest and debt income (expense), net | (15.8) | (22.3) | (29.1) | % | (28.5) | (43.3) | (34.2) | % | ||||
| Gain (loss) on debt extinguishment | - | 1.6 | * | - | 1.6 | * | ||||||
| Non-service retirement benefit income (expense) | 2.7 | 2.9 | (6.9) | % | 5.4 | 6.2 | (12.9) | % | ||||
| Other income (expense), net | (2.2) | (3.4) | (35.3) | % | (1.0) | (4.5) | (77.8) | % | ||||
| Income before income taxes | 231.7 | 234.9 | (1.4) | % | 457.2 | 458.6 | (0.3) | % | ||||
| Provision (benefit) for income taxes | 51.4 | 49.4 | 4.0 | % | 97.8 | 94.3 | 3.7 | % | ||||
| Net income (loss) including noncontrolling interest | 180.3 | 185.5 | (2.8) | % | 359.4 | 364.3 | (1.3) | % | ||||
| Less: Net income (loss) attributable to noncontrolling interest | 0.1 | 0.2 | (50.0) | % | 0.7 | 0.3 | 133.3 | % | ||||
| Net income (loss) attributable to Teledyne | $ | 180.2 | $ | 185.3 | (2.8) | % | $ | 358.7 | $ | 364.0 | (1.5) | % |
* not meaningful
| Second Quarter | % | Six Months | % | |||||||||
| (dollars in millions) | 2024 | 2023 | Change | 2024 | 2023 | Change | ||||||
| Net sales (a): | ||||||||||||
| Digital Imaging | $ | 739.4 | $ | 793.3 | (6.8) | % | $ | 1,480.2 | $ | 1,565.8 | (5.5) | % |
| Instrumentation | 333.5 | 328.4 | 1.6 | % | 663.9 | 661.9 | 0.3 | % | ||||
|
Aerospace and Defense Electronics
|
194.4 | 186.0 | 4.5 | % | 380.1 | 359.2 | 5.8 | % | ||||
| Engineered Systems | 106.8 | 117.0 | (8.7) | % | 200.0 | 221.1 | (9.5) | % | ||||
| Total net sales | $ | 1,374.1 | $ | 1,424.7 | (3.6) | % | $ | 2,724.2 | $ | 2,808.0 | (3.0) | % |
| Operating income (loss): | ||||||||||||
| Digital Imaging | $ | 113.5 | $ | 124.6 | (8.9) | % | $ | 227.3 | $ | 246.8 | (7.9) | % |
| Instrumentation | 87.2 | 81.4 | 7.1 | % | 173.2 | 162.1 | 6.8 | % | ||||
|
Aerospace and Defense Electronics
|
57.1 | 53.2 | 7.3 | % | 109.0 | 100.2 | 8.8 | % | ||||
| Engineered Systems | 7.5 | 11.5 | (34.8) | % | 10.2 | 21.5 | (52.6) | % | ||||
| Corporate expense | (18.3) | (14.6) | 25.3 | % | (38.4) | (32.0) | 20.0 | % | ||||
| Total operating income (loss) | $ | 247.0 | $ | 256.1 | (3.6) | % | $ | 481.3 | $ | 498.6 | (3.5) | % |
|
(a) Net sales exclude inter-segment sales of $8.5 million and $13.3 million for the second quarter and six months of 2024, respectively, and $8.1 million and $14.3 million for the second quarter and six months of 2023, respectively,
|
Second Quarter Results
The following is a discussion of our 2024 second quarter results compared with the second quarter results of 2023. Comparisons are with the corresponding reporting period of 2023, unless noted otherwise.
Second quarter of 2024 compared with the second quarter of 2023
Our second quarter of 2024 net sales decreased 3.6%. Net income attributable to Teledyne for the second quarter of 2024 decreased 2.8%. Net income per diluted share was $3.77 for the second quarter of 2024, compared with net income per diluted share of $3.87.
Net Sales
The second quarter of 2024 net sales, compared with the second quarter of 2023, reflected lower net sales in the Digital Imaging and Engineered Systems segments, partially offset by higher net sales in the Aerospace and Defense Electronics and Instrumentation segments. The second quarter of 2024 also included $11.7 million in incremental sales from recent acquisitions.
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Cost of Sales
Cost of sales decreased $24.8 million in the second quarter of 2024 primarily driven by lower net sales. Cost of sales as a percentage of net sales increased for the second quarter of 2024 to 56.9% from 56.6%.
Selling, General and Administrative Expense
SG&A expense, including research and development expense, decreased $16.5 million in the second quarter of 2024 due to lower sales as well as lower research and development expense, with the lower research and development expense primarily related to continued FLIR integration-related cost-reduction efforts implemented in the second half of 2023. SG&A expense as a percentage of net sales decreased to 21.5% for the second quarter of 2024, compared with 22.0%, primarily due to lower research and development expense. Corporate expense, which is included in SG&A expense, was $18.3 million for the second quarter of 2024, compared with $14.6 million, with the increase primarily related to higher compensation expense and increased legal contingencies for a legacy environmental reserve. Stock-based compensation expense was $9.3 million for the second quarter of 2024 compared with $8.4 million.
Acquired Intangible Asset Amortization
Acquired intangible asset amortization for the second quarter of 2024 was $49.1 million compared with $49.3 million.
Pension Service Expense
Pension service expense is included in both cost of sales and SG&A expense. For the second quarter of 2024 and 2023, pension service expense was $1.5 million. For 2024, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 6.86% compared with 5.71% in 2023.
Operating Income
Operating income for the second quarter of 2024 decreased 3.6%. The second quarter of 2024, compared with the second quarter of 2023, reflected lower operating income in the Digital Imaging and Engineered Systems segments, partially offset by higher operating income in the Aerospace and Defense Electronics and Instrumentation segments.
Non-operating Income and Expense
Interest and debt expense, net of interest income, was $15.8 million for the second quarter of 2024, compared with $22.3 million, with the decrease related to reduced outstanding borrowings with lower weighted average interest rates compared to the second quarter of 2023. Non-service retirement benefit income was $2.7 million for the second quarter of 2024 compared with $2.9 million. Other income and expense, net was expense of $2.2 million for the second quarter of 2024 compared with expense of $3.4 million for the second quarter of 2023.
Income Tax
The second quarter income tax provision considers income, permanent items, tax credits, and various statutory tax rates.
| Second Quarter | ||||
| (Dollars in millions) | 2024 | 2023 | ||
| Provision (benefit) for income taxes (a) | $ | 51.4 | $ | 49.4 |
| Income (loss) before income taxes | $ | 231.7 | $ | 234.9 |
| Effective tax rate | 22.2% | 21.0% | ||
|
(a) The second quarter of 2024 includes net discrete income tax benefits of $0.7 million and the second quarter of 2023 includes net discrete income tax benefits of $1.4 million.
|
First six months of 2024 compared with the first six months of 2023
The first six months of 2024 net sales decreased 3.0%. Net income for the first six months of 2024 decreased 1.5%. Net income per diluted share was $7.49 for the first six months of 2024, compared with net income per diluted share of $7.60.
Net Sales
The first six months of 2024 net sales, compared with the first six months of 2023 net sales, reflected lower net sales in the Digital Imaging and Engineered Systems segments, partially offset by higher net sales in the Aerospace and Defense Electronics and Instrumentation segments. The first six months of 2024 also included $14.2 million in incremental sales from recent acquisitions.
Cost of Sales
Cost of sales decreased $45.3 million in the first six months of 2024 and reflected the impact of lower sales. Cost of sales as a percentage of net sales increased slightly for the first six months of 2024 to 57.0% from 56.9%.
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Selling, General and Administrative Expense
SG&A expense, including research and development expense, decreased $20.7 million in the first six months of 2024 due to lower sales as well as lower research and development expense, with the lower research and development expense primarily related to FLIR integration-related cost-reduction efforts implemented in the second half of 2023. SG&A expense as a percentage of net sales for the first six months of 2024 and 2023 was 21.8%. Corporate expense, which is included in SG&A expense, was $38.4 million for the first six months of 2024, compared with $32.0 million, with the increase primarily related to higher compensation expense, including higher stock-based compensation expense. Stock-based compensation expense was $21.3 million for the first six months of 2024 compared with $16.3 million. The first six months of 2024 also included $3.2 million of FLIR-related integration costs, including employee separation costs, facility consolidation costs and facility lease impairments.
Acquired Intangible Asset Amortization
Acquired intangible asset amortization for the first six months of 2024 was $98.5 million compared with $99.0 million.
Pension Service Expense
Pension service expense is included in both cost of sales and SG&A expense. For the first six months of 2024, pension service expense was $3.0 million compared with $3.0 million. For 2024, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 6.86% compared with 5.71% in 2023.
Operating Income
Operating income for the first six months of 2024 decreased 3.5%. The first six months of 2024, compared with the first six months of 2023, reflected lower operating income in the Digital Imaging and Engineered Systems segments, partially offset by higher operating income in the Aerospace and Defense Electronics and Instrumentation segments.
Non-operating Income and Expense
Interest and debt expense, net of interest income, was $28.5 million for the first six months of 2024, compared with $43.3 million, with the decrease related to reduced outstanding borrowings with lower weighted average interest rates compared to the first six months quarter of 2023. Non-service retirement benefit income was $5.4 million for the first six months of 2024 compared with $6.2 million for the first six months of 2023. Other income and expense, net was expense of $1.0 million for the first six months of 2024 compared with $4.5 million of other expense for the first six months of 2023, with the difference primarily related to lower foreign exchange losses in the first six months of 2024 compared with the first six months of 2023.
Income Tax
The first six months income tax provision considers income, permanent items, tax credits, and various statutory tax rates. In both years, the first six months discrete impact is primarily tax on stock-based compensation.
| Six Months | ||||
| (Dollars in millions) | 2024 | 2023 | ||
| Provision (benefit) for income taxes (a) | $ | 97.8 | $ | 94.3 |
| Income (loss) before income taxes | $ | 457.2 | $ | 458.6 |
| Effective tax rate | 21.4% | 20.6% | ||
|
(a) The first six months of 2024 includes net discrete income tax benefits of $5.1 million and the first six months of 2023 includes net discrete income tax benefits of $8.0 million, respectively.
|
Segment Results
Segment results include net sales and operating income by segment but exclude corporate office expenses. Corporate expense primarily includes various administrative expenses relating to our corporate office not allocated to our segments. See Note 3 to these condensed consolidated financial statements for additional segment information.
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Digital Imaging
| Second Quarter | Change | Six Months | Change | |||||||||||||
| (dollars in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||
| Net sales | $ | 739.4 | $ | 793.3 | $ | (53.9) | (6.8) | % | $ | 1,480.2 | $ | 1,565.8 | $ | (85.6) | (5.5) | % |
| Cost of sales | $ | 411.2 | $ | 427.2 | $ | (16.0) | (3.7) | % | $ | 819.8 | $ | 846.5 | $ | (26.7) | (3.2) | % |
| SG&A expense | $ | 169.4 | $ | 195.9 | $ | (26.5) | (13.5) | % | $ | 342.0 | $ | 381.1 | $ | (39.1) | (10.3) | % |
| Acquired intangible asset amortization | $ | 45.3 | $ | 45.6 | $ | (0.3) | (0.7) | % | $ | 91.1 | $ | 91.4 | $ | (0.3) | (0.3) | % |
| Operating income | $ | 113.5 | $ | 124.6 | $ | (11.1) | (8.9) | % | $ | 227.3 | $ | 246.8 | $ | (19.5) | (7.9) | % |
| As a percentage of net sales: | ||||||||||||||||
| Cost of sales | 55.6 | % | 53.9 | % | 55.3 | % | 54.1 | % | ||||||||
| SG&A expense | 22.9 | % | 24.7 | % | 23.1 | % | 24.3 | % | ||||||||
| Acquired intangible asset amortization | 6.1 | % | 5.7 | % | 6.2 | % | 5.8 | % | ||||||||
| Operating income | 15.4 | % | 15.7 | % | 15.4 | % | 15.8 | % |
Second quarter of 2024 compared with the second quarter of 2023
Net sales decreased primarily due to lower sales of industrial automation imaging systems, X-ray products and commercial infrared imaging systems, partially offset by higher sales of infrared detectors and surveillance systems. Sales of industrial automation imaging systems decreased $46.9 million, sales of X-ray products decreased $13.7 million, sales of commercial infrared imaging systems decreased $13.5 million, sales of surveillance systems increased $10.9 million and sales of infrared detectors increased $9.0 million.
Cost of sales decreased primarily due to decreased net sales partially offset by product mix. As a result of unfavorable product mix, including lower industrial automation imaging systems net sales, the cost of sales percentage increased during the period. SG&A expense decreased due to lower net sales as well $22.3 million in lower research and development costs. SG&A expense as a percentage of net sales decreased primarily due to lower research and development cost. Research and development costs decreased primarily due to FLIR integration-related cost-reduction efforts implemented in the second half of 2023.
Operating income decreased primarily due to lower net sales and unfavorable product mix during the period partially offset by lower research and development costs, and operating income as a percentage of net sales decreased during the period primarily due to unfavorable product mix partially offset by lower research and development costs.
First six months of 2024 compared with the first six months of 2023
Net sales decreased primarily due to lower sales of industrial automation imaging systems, commercial infrared imaging systems and X-ray products, partially offset by higher sales of infrared detectors and surveillance systems. Sales of industrial automation imaging systems decreased $91.4 million, sales of commercial infrared imaging systems decreased $15.8 million, sales of X-ray products decreased $13.4 million, sales of infrared detectors increased $13.8 million and sales of surveillance systems increased $11.5 million.
Cost of sales decreased primarily due to decreased net sales partially offset by product mix. As a result of unfavorable product mix, including lower industrial automation imaging systems net sales, the cost of sales percentage increased during the period. SG&A expense decreased primarily due to lower net sales and $41.3 million in lower research and development costs. SG&A expense as a percentage of net sales decreased primarily due primarily due to lower research and development costs. Research and development costs decreased primarily due to FLIR integration-related cost-reduction efforts implemented in the second half of 2023.
Operating income decreased primarily due to lower net sales and unfavorable product mix during the period partially offset by lower research and development costs. Operating income as a percentage of net sales decreased during the period primarily due to unfavorable product mix partially offset by lower research and development costs.
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Instrumentation
| Second Quarter | Change | Six Months | Change | |||||||||||||
| (dollars in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||
| Net sales | $ | 333.5 | $ | 328.4 | $ | 5.1 | 1.6 | % | $ | 663.9 | $ | 661.9 | $ | 2.0 | 0.3 | % |
| Cost of sales | $ | 170.0 | $ | 172.5 | $ | (2.5) | (1.4) | % | $ | 341.2 | $ | 352.9 | $ | (11.7) | (3.3) | % |
| SG&A expense | $ | 72.7 | $ | 71.0 | $ | 1.7 | 2.4 | % | $ | 142.5 | $ | 139.7 | $ | 2.8 | 2.0 | % |
| Acquired intangible asset amortization | $ | 3.6 | $ | 3.5 | $ | 0.1 | 2.9 | % | $ | 7.0 | $ | 7.2 | $ | (0.2) | (2.8) | % |
| Operating income | $ | 87.2 | $ | 81.4 | $ | 5.8 | 7.1 | % | $ | 173.2 | $ | 162.1 | $ | 11.1 | 6.8 | % |
| As a percentage of net sales: | ||||||||||||||||
| Cost of sales | 51.0 | % | 52.5 | % | 51.3 | % | 53.3 | % | ||||||||
| SG&A expense | 21.8 | % | 21.6 | % | 21.5 | % | 21.1 | % | ||||||||
| Acquired intangible asset amortization | 1.1 | % | 1.1 | % | 1.1 | % | 1.1 | % | ||||||||
| Operating income | 26.1 | % | 24.8 | % | 26.1 | % | 24.5 | % |
Second quarter of 2024 compared with the second quarter of 2023
Net sales increased due to higher sales in our Marine Instrumentation product line, partially offset by lower sales at our Test and Measurement Instrumentation and Environmental Instrumentation product lines. Sales of Marine Instrumentation increased $20.4 million due to the ongoing recovery in offshore energy markets as well as stronger defense market sales. Sales of Test and Measurement Instrumentation and Environmental Instrumentation decreased $13.5 million and $1.8 million, respectively, with the decrease in Test and Measurement Instrumentation primarily due to end market weakness.
Cost of sales decreased primarily due to favorable product mix. The cost of sales percentage decreased due to favorable product mix, including improved margins in our Marine Instrumentation product line. SG&A expense increased slightly due to higher research and development expense in the period, and SG&A expense as a percentage of net sales also increased slightly.
Operating income increased primarily due to higher Marine Instrumentation sales and improved margins, and operating income as a percentage of net sales increased due to improved product margins at Marine Instrumentation.
For six months of 2024 compared with the first six months of 2023
Net sales increased due to higher sales in our Marine Instrumentation product line, partially offset by lower sales at our Test and Measurement Instrumentation and Environmental Instrumentation product lines. Sales of Marine Instrumentation increased $40.0 million due to the ongoing recovery in offshore energy markets as well as stronger defense market sales. Sales of Test and Measurement Instrumentation decreased $29.4 million, and sales of Environmental Instrumentation decreased $8.6 million, respectively, primarily due to end market weakness.
Cost of sales decreased primarily due to favorable product mix, and the cost of sales percentage decreased due to favorable product mix, including increased margins in our Marine Instrumentation product line. SG&A expense increased primarily due to higher net sales.
Operating income increased primarily due to higher net sales and favorable product mix, including improved margins in our Marine Instrumentation product line. Operating income as a percentage of net sales increased primarily due to increased net sales and favorable product mix.
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Aerospace and Defense Electronics
| Second Quarter | Change | Six Months | Change | |||||||||||||
| (dollars in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||
| Net sales | $ | 194.4 | $ | 186.0 | $ | 8.4 | 4.5 | % | $ | 380.1 | $ | 359.2 | $ | 20.9 | 5.8 | % |
| Cost of sales | $ | 107.5 | $ | 107.3 | $ | 0.2 | 0.2 | % | $ | 215.4 | $ | 211.0 | $ | 4.4 | 2.1 | % |
| SG&A expense | $ | 29.6 | $ | 25.3 | $ | 4.3 | 17.0 | % | $ | 55.3 | $ | 47.6 | $ | 7.7 | 16.2 | % |
| Acquired intangible asset amortization | $ | 0.2 | $ | 0.2 | $ | - | - | % | $ | 0.4 | $ | 0.4 | $ | - | - | % |
| Operating income | $ | 57.1 | $ | 53.2 | $ | 3.9 | 7.3 | % | $ | 109.0 | $ | 100.2 | $ | 8.8 | 8.8 | % |
| As a percentage of net sales: | ||||||||||||||||
| Cost of sales | 55.3 | % | 57.7 | % | 56.7 | % | 58.7 | % | ||||||||
| SG&A expense | 15.2 | % | 13.6 | % | 14.5 | % | 13.3 | % | ||||||||
| Acquired intangible asset amortization | 0.1 | % | 0.1 | % | 0.1 | % | 0.1 | % | ||||||||
| Operating income | 29.4 | % | 28.6 | % | 28.7 | % | 27.9 | % |
Second quarter of 2024 compared with the second quarter of 2023
Net sales increased due to a $4.4 million increase in defense electronics and a $4.0 million increase in aerospace electronics.
Cost of sales increased slightly due to higher net sales partially offset by favorable product mix, and the cost of sales percentage decreased due to favorable product mix. SG&A expense increased primarily due to higher net sales as well as a $2.4 million increase in research and development costs.
Operating income and operating income as a percent of net sales increased primarily due to increased net sales and favorable product mix during the period.
First six months of 2024 compared with the first six months of 2023
Net sales increased due to a $14.1 million increase for aerospace electronics and a $6.8 million increase for defense electronics.
Cost of sales increased primarily due to higher net sales partially offset by favorable product mix and improved margins, and the cost of sales percentage decreased as a result. SG&A expense as well as the SG&A expense percentage increased primarily due to a $3.2 million increase in research and development costs.
Operating income and operating income as a percent of net sales increased primarily due to increased net sales during the period, favorable product mix and improved product margins.
Engineered Systems
| Second Quarter | Change | Six Months | Change | |||||||||||||
| (dollars in millions) | 2024 | 2023 | $ | % | 2024 | 2023 | $ | % | ||||||||
| Net sales | $ | 106.8 | $ | 117.0 | $ | (10.2) | (8.7) | % | $ | 200.0 | $ | 221.1 | $ | (21.1) | (9.5) | % |
| Cost of sales | $ | 92.8 | $ | 99.3 | $ | (6.5) | (6.5) | % | $ | 175.3 | $ | 186.6 | $ | (11.3) | (6.1) | % |
| SG&A expense | $ | 6.5 | $ | 6.2 | $ | 0.3 | 4.8 | % | $ | 14.5 | $ | 13.0 | $ | 1.5 | 11.5 | % |
| Operating income | $ | 7.5 | $ | 11.5 | $ | (4.0) | (34.8) | % | $ | 10.2 | $ | 21.5 | $ | (11.3) | (52.6) | % |
| As percentage of net sales: | ||||||||||||||||
| Cost of sales | 86.9 | % | 84.9 | % | 87.7 | % | 84.4 | % | ||||||||
| SG&A expense | 6.1 | % | 5.3 | % | 7.2 | % | 5.9 | % | ||||||||
| Operating income | 7.0 | % | 9.8 | % | 5.1 | % | 9.7 | % |
Second quarter of 2024 compared with the second quarter of 2023
Net sales decreased due to lower sales of $8.9 million for engineered products and lower sales of $1.3 million for energy systems.
Cost of sales decreased primarily due to lower net sales as well as unfavorable program mix. The cost of sales percentage increased during the period due primarily to unfavorable program mix. SG&A expense increased due to higher selling expense, and SG&A expense as a percentage of net sales increased.
Operating income and operating income as a percentage of net sales decreased primarily due to unfavorable program mix.
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First six months of 2024 compared with the first six months of 2023
Net sales decreased primarily due to lower sales of $19.0 million for engineered products and lower sales of $2.1 million for energy systems.
Cost of sales decreased primarily due to lower net sales. The cost of sales percentage increased slightly. SG&A expense increased primarily due to higher net sales. SG&A expense as a percentage of net sales increased.
Operating income decreased primarily due to lower net sales. Operating income as a percentage of net sales decreased slightly.
Financial Condition, Liquidity and Capital Resources
Our principal cash and capital requirements are to fund working capital needs, capital expenditures, income tax payments, and debt service requirements, as well as acquisitions. We may deploy cash for the stock repurchase program. It is anticipated that cash on hand, operating cash flow, together with available borrowings under our $1.20 billion credit facility, will be sufficient to meet these requirements. To support acquisitions, we may need to raise additional capital. No cash pension contributions have been made since 2013 or are planned for the remainder of 2024 for the domestic qualified pension plans.
Cash and Cash Equivalents
Cash and cash equivalents totaled $443.2 million at June 30, 2024 compared with $648.3 million at December 31, 2023. Cash equivalents consist of highly liquid money-market mutual funds with maturities of three months or less when purchased.
Long-term Debt
Total debt at June 30, 2024 was $2,797.4 million compared with $3,244.9 million at December 31, 2023. In the first half of 2024, we made a $450 million debt maturity payment on the Senior notes due April 2024.
At June 30, 2024, $1,177.7 million was available under the $1.20 billion credit facility, after reductions of $22.3 million in outstanding letters of credit.
Our bank credit agreements, which includes our $1.20 billion credit facility expiring June 2029 and our $150.0 million term loan due October 2024, require us to comply with various financial and operating covenants. At June 30, 2024, we were in compliance with these covenants.
Our liquidity is not dependent upon the use of off-balance sheet financial arrangements. We have no off-balance sheet financing arrangements that incorporate the use of special purpose entities or unconsolidated entities.
We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Stock Repurchases
In April 2024, our Board of Directors approved a stock repurchase program authorizing the Company to repurchase up to $1.25 billion of our common stock. This authorization superseded prior open stock repurchase programs authorized by the Board of Directors. The newly authorized stock repurchase program does not have a stated expiration date. Shares may be repurchased from time to time in open market transactions at prevailing market prices, in privately negotiated transactions or
via an accelerated stock repurchase program. Shares could be repurchased in a plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934. The repurchase program is expected to remain open continuously, and the number of shares purchased will depend on a variety of factors, such as share price, levels of cash available, acquisitions and alternative investment opportunities available immediately or longer-term, and other regulatory, market or economic conditions. We currently intend to fund future share repurchases with cash on hand and available borrowings under our credit facility.
During the second quarter of 2024, we repurchased approximately 0.5 million shares for $193.8 million with a weighted-average price of $391.92 per share. Subsequent to the end of the second quarter of 2024, we repurchased approximately 0.2 million shares for $84.5 million with a weighted-average price of $394.43 per share.
Cash Flows:
Net cash provided by operating activities was $609.7 million for the first six months of 2024 compared with $393.5 million, driven primarily by stronger working capital conversion in the first six months of 2024, including stronger account receivable collection and higher contract liabilities from customer advances.
Net cash used in investing activities was $157.1 million for the first six months of 2024 compared with $104.5 million. During the first six months of 2024, we spent $123.6 million on acquisitions as compared with $53.5 million. Capital expenditures for the first six months of 2024 and 2023 were $33.6 million and $51.7 million, respectively. We currently plan to invest approximately $100 million for capital expenditures in 2024.
Net cash used in financing activities was $637.9 million for the first six months of 2024 compared with net cash used in financing activities of $567.8 million, with the first six months of 2024 including a $450 million debt maturity payment on the Senior Notes due April 2024, and share repurchases of $193.8 million. During the first six months of 2023, we repaid $570.0 million of debt, including paying $300.0 million of debt that matured in April 2023 and making $260.0 million of floating rate debt payments which reduced our term loan due June 2029 by $135.0 million and reduced our outstanding credit facility
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balance by $125.0 million. In addition, during the second quarter of 2023, we repurchased and retired $10.0 million of our Fixed Rate Senior Notes due April 2031, and we recorded a $1.6 million non-cash gain on the extinguishment of this debt.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates are those that are reflective of significant judgments and uncertainties and may potentially result in materially different results under different assumptions and conditions. Our critical accounting policies are the following: accounting for revenue recognition; accounting for business combinations, goodwill, and acquired intangible assets; and accounting for income taxes.
For additional discussion of the application of the critical accounting policies and other accounting policies, see Note 1 to the condensed consolidated Financial Statements and also Management's Discussion and Analysis of Financial Condition and Results of Operations - Critical Accounting Policies and Note 2 of the Notes to Consolidated Financial Statements included in Teledyne's 2023 Form 10-K.
Safe Harbor Cautionary Statement Regarding Forward-Looking Information
From time to time we make, and this report contains, forward looking statements, as defined in the Private Securities Litigation Reform Act of 1995, directly or indirectly relating to sales, sales growth, earnings, operating margin, growth opportunities, acquisitions, product sales, capital expenditures, stock repurchases, pension matters, stock-based compensation expense, the credit facility, interest expense, severance, relocation and facility consolidation costs, environmental remediation costs, taxes, exchange rate fluctuations and strategic plans. Forward-looking statements are generally accompanied by words such as "estimate", "project", "predict", "believe" or "expect", that convey the uncertainty of future events or outcomes. All statements made in this Management's Discussion and Analysis of Financial Condition and Results of Operations and in other sections of this Form 10-Q that are not historical in nature should be considered forward-looking.
Actual results could differ materially from these forward-looking statements. Many factors could change anticipated results, including: changes in relevant tax and other laws; foreign currency exchange risks; rising interest rates; risks associated with indebtedness, as well as our ability to reduce indebtedness and the timing thereof; the impact of semiconductor and other supply chain shortages; higher inflation, including wage competition and higher shipping costs; labor shortages and competition for skilled personnel; the inability to develop and market new competitive products; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards; disruptions in the global economy; the ongoing conflict in Israel and neighboring regions, including related protests and the disruption to global shipping routes; the ongoing conflict between Russia and Ukraine, including the impact to energy prices and availability, especially in Europe; customer and supplier bankruptcies; changes in demand for products sold to the defense electronics, instrumentation, digital imaging, energy exploration and production, commercial aviation, semiconductor and communications markets; funding, continuation and award of government programs; cuts to defense spending resulting from existing and future deficit reduction measures or changes to U.S. and foreign government spending and budget priorities triggered by inflation, rising interest costs, and economic conditions; impacts from the United Kingdom's exit from the European Union; uncertainties related to the 2024 U.S. Presidential election; the imposition and expansion of, and responses to, trade sanctions and tariffs; the continuing review and resolution of FLIR's trade compliance and tax matters; escalating economic and diplomatic tension between China and the United States; threats to the security of our confidential and proprietary information, including cybersecurity threats; risks related to artificial intelligence; natural and man-made disasters, including those related to or intensified by climate change; and our ability to achieve emission reduction targets and decrease our carbon footprint. Lower oil and natural gas prices, as well as instability in the Middle East or other oil producing regions, and new regulations or restrictions relating to energy production, including those implemented in response to climate change, could further negatively affect our businesses that supply the oil and gas industry. Weakness in the commercial aerospace industry negatively affects the markets of our commercial aviation businesses. Ongoing issues with Boeing's 737 MAX product line could result in manufacturing delays and lower sales of our products to Boeing. In addition, financial market fluctuations affect the value of the company's pension assets. Changes in the policies of U.S. and foreign governments, including economic sanctions, could result, over time, in reductions or realignment in defense or other government spending and further changes in programs in which the company participates.
While our growth strategy includes possible acquisitions, we cannot provide any assurance as to when, if or on what terms any acquisitions will be made. Acquisitions involve various inherent risks, such as, among others, our ability to integrate acquired businesses, retain key management and customers and achieve identified financial and operating synergies. There are additional risks associated with acquiring, owning and operating businesses internationally, including those arising from U.S. and foreign government policy changes or actions and exchange rate fluctuations.
We continue to take action to assure compliance with the internal controls, disclosure controls and other requirements of the Sarbanes-Oxley Act of 2002. While we believe our control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and may not be detected.
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Readers are urged to read our periodic reports filed with the Securities and Exchange Commission for a more complete description of our company, its businesses, its strategies and the various risks that we face. Various risks are identified in our 2023 Form 10-K and subsequent Quarterly Reports on Form 10-Q.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no 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.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There were no material changes to the information provided under "Item 7A, Quantitative and Qualitative Disclosure About Market Risk" included in our 2023 Form 10-K.
Item 4. Controls and Procedures
Our disclosure controls and procedures are designed to ensure that information required to be disclosed in reports that we file or submit under the Securities Exchange Act of 1934, are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission and to provide reasonable assurance that information required to be disclosed by us in such reports is accumulated and communicated to the Company's management, including its principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure. Our Chief Executive Officer and our Senior Vice President and Chief Financial Officer, with the participation and assistance of other members of management, have reviewed the effectiveness of our disclosure controls and procedures and have concluded that the disclosure controls and procedures, as of June 30, 2024, are effective at the reasonable assurance level.
In connection with our evaluation during the quarterly period ended June 30, 2024, we have made no changes in our internal controls over financial reporting that have materially affected or are reasonably likely to materially affect our internal controls over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Item 1 of Part 1, "Financial Statements -- Note 14 -- Commitments and Contingencies."
| Item 1A. | Risk Factors |
There are no material changes to the risk factors previously disclosed in our 2023 Form 10-K in response to Item 1A to Part 1 of Form 10-K. See also Part I Item 2, Management's Discussion and Analysis of Financial Condition and Results of Operations for additional information regarding supply chain and foreign currency exchange rate risks.
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
On April 23, 2024, the Company's Board of Directors authorized a new stock repurchase program to repurchase up to $1.25 billion of the Company's common stock. The authorized stock repurchase program does not have a stated expiration date. The following table sets forth the shares repurchased during each fiscal month during the second quarter of 2024.
| Fiscal Month 2024 | Total number of shares purchased | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Maximum dollar value of shares that may yet be purchased under the plans or programs (in Millions) | ||
| April 1 - May 5 | 63,707 | $ | 382.39 | 63,707 | $ | 1,225.6 |
| May 6 - June 2 | 219,019 | $ | 396.53 | 219,019 | $ | 1,138.8 |
| June 3 - June 30 | 211,687 | $ | 390.02 | 211,687 | $ | 1,056.2 |
| Total | 494,413 | $ | 391.92 | 494,413 |
| Item 5. | Other Information |
Director and Officer Trading Arrangements
None of the Company's directors or officers adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement during the Company's fiscal quarter ended June 30, 2024.
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| Item 6. | Exhibits |
| (a) | Exhibits |
| Exhibit 3.1 | |
| Exhibit 3.2 | |
| Exhibit 3.3 | |
| Exhibit 10.1 | |
| Exhibit 31.1 |
302 Certification - Edwin Roks
|
| Exhibit 31.2 |
302 Certification - Stephen F. Blackwood
|
| Exhibit 32.1 |
906 Certification - Edwin Roks
|
| Exhibit 32.2 |
906 Certification - Stephen F. Blackwood
|
| Exhibit 101 (INS) | XBRL Instance Document |
| Exhibit 101 (SCH) | XBRL Schema Document |
| Exhibit 101 (CAL) | XBRL Calculation Linkbase Document |
| Exhibit 101 (LAB) | XBRL Label Linkbase Document XBRL Schema Document |
| Exhibit 101 (PRE) | XBRL Presentation Linkbase Document XBRL Schema Document |
| Exhibit 101 (DEF) | XBRL Definition Linkbase Document XBRL Schema Document |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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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.
| TELEDYNE TECHNOLOGIES INCORPORATED | |||
| DATE: July 26, 2024 | By: | /s/ Stephen F. Blackwood | |
| Stephen F. Blackwood, Senior Vice President and | |||
| Chief Financial Officer | |||
| (Principal Financial Officer and Authorized Officer) | |||
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Teledyne Technologies Incorporated
Index to Exhibits
| Exhibit Number | Description |
| Exhibit 3.1 | |
| Exhibit 3.2 | |
| Exhibit 3.3 | |
| Exhibit 10.1 | |
| Exhibit 31.1 |
302 Certification - Edwin Roks
|
| Exhibit 31.2 |
302 Certification - Stephen F. Blackwood
|
| Exhibit 32.1 |
906 Certification - Edwin Roks
|
| Exhibit 32.2 |
906 Certification - Stephen F. Blackwood
|
| Exhibit 101 (INS) | XBRL Instance Document |
| Exhibit 101 (SCH) | XBRL Schema Document |
| Exhibit 101 (CAL) | XBRL Calculation Linkbase Document |
| Exhibit 101 (DEF) | XBRL Definition Linkbase Document XBRL Schema Document |
| Exhibit 101 (LAB) | XBRL Label Linkbase Document XBRL Schema Document |
| Exhibit 101 (PRE) | XBRL Presentation Linkbase Document XBRL Schema Document |
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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