Teledyne Technologies Reports Third Quarter Results
Teledyne Technologies (NYSE:TDY) reported record third-quarter sales of $1,311.9 million, a 75.2% increase year-over-year. GAAP diluted earnings per share rose 13.3% to $2.81, while non-GAAP earnings reached $4.34 per share. The company's operating margin was 14.5%, or 21.5% when adjusted for acquisition-related expenses. The FLIR acquisition contributed significantly, adding $473.6 million to net sales. Although cash flow from operations hit a record $192.8 million, the company also faced $92.3 million in acquisition-related costs.
- Record Q3 sales of $1,311.9 million, up 75.2% YoY.
- GAAP diluted EPS of $2.81, a 13.3% increase from the previous year.
- Non-GAAP EPS of $4.34, excluding acquisition-related costs.
- Operating margin improved to 21.5% excluding acquisition expenses.
- Significant cash flow from operations at $192.8 million.
- Acquisition-related costs totaled $92.3 million, affecting profitability.
- GAAP operating margin decreased to 14.5% from 16.4% YoY.
-
Record sales of
, an increase of$1,311.9 million 75.2% compared with last year -
Third quarter GAAP diluted earnings per share of
, an increase of$2.81 13.3% compared with last year -
Third quarter non-GAAP diluted earnings per share of
, excluding acquisition-related pretax transaction and purchase accounting expenses of$4.34 and related tax matters ($92.3 million per share)$1.53 -
Third quarter GAAP operating margin of
14.5% and non-GAAP operating margin of21.5% - Record third quarter cash flow from operations
-
Increasing full year 2021 GAAP earnings outlook to
to$9.13 per share, compared with the prior outlook of$9.29 to$8.05 per share and full year 2021 non-GAAP earnings outlook to$8.45 to$16.35 per share, compared with$16.45 to$15.25 per share, which excludes acquisition-related transaction and purchase accounting expenses and related tax matters$15.50
Teledyne today reported third quarter 2021 net sales of
“Our record sales in the third quarter included organic growth just under 12 percent and operating margin increased 380 basis points excluding acquisition-related costs,” said
Review of Operations
Comparisons are with the third quarter of 2020, unless noted otherwise.
Digital Imaging
The Digital Imaging segment’s third quarter 2021 net sales were
The third quarter 2021 net sales increase included
Instrumentation
The Instrumentation segment’s third quarter 2021 net sales were
The third quarter 2021 net sales increase resulted from higher sales of test and measurement instrumentation, environmental instrumentation and marine instrumentation. Sales of test and measurement instrumentation increased
Aerospace and Defense Electronics
The Aerospace and Defense Electronics segment’s third quarter 2021 net sales were
The third quarter 2021 net sales reflected
Engineered Systems
The Engineered Systems segment’s third quarter 2021 net sales were
The third quarter 2021 net sales primarily reflected higher sales of
Additional Financial Information
Cash Flow
Cash provided by operating activities was
Free Cash Flow (a) |
|
Third Quarter |
||||||
(in millions, brackets indicate use of funds) |
|
2021 |
|
2020 |
||||
Cash provided by operating activities |
|
$ |
192.8 |
|
|
$ |
150.3 |
|
Capital expenditures for property, plant and equipment |
|
(29.2 |
) |
|
(15.2 |
) |
||
Free cash flow |
|
163.6 |
|
|
135.1 |
|
||
FLIR transaction related cash payments, net of tax |
|
2.1 |
|
|
— |
|
||
Adjusted free cash flow |
|
$ |
165.7 |
|
|
$ |
135.1 |
|
Income Taxes
The effective tax rate for the third quarter of 2021 was
Other
Stock option expense was
Outlook
Based on its current outlook, the company’s management believes that fourth quarter 2021 GAAP diluted earnings per common share will be in the range of
Use of Non-GAAP Financial Measures
We report our financial results in accordance with generally accepted accounting principles in
Forward-Looking Statements Cautionary Notice
This earnings release contains forward-looking statements, as defined in the Private Securities Litigation Reform Act of 1995, with respect to management’s beliefs about the financial condition, results of operations and businesses of Teledyne in the future. Forward-looking statements involve risks and uncertainties, are based on the current expectations of the management of Teledyne and are subject to uncertainty and changes in circumstances.
The forward-looking statements contained herein may include statements relating to stock option compensation expense, and about the expected effects on Teledyne of the acquisition of FLIR and related financing, the anticipated scope of the transaction, anticipated earnings enhancements, estimated cost savings and other synergies related to the transaction, costs to be incurred in achieving synergies, anticipated capital expenditures and product developments, and other strategic options. Forward-looking statements generally are accompanied by words such as “projects”, “intends”, “expects”, “anticipates”, “targets”, “estimates”, “will” and words of similar import that convey the uncertainty of future events or outcomes. All statements made in this communication that are not historical in nature should be considered forward-looking. By its nature, forward-looking information is not a guarantee of future performance or results and involves risks and uncertainties because it relates to events and depends on circumstances that will occur in the future.
Actual results could differ materially from these forward-looking statements. Many factors could change anticipated results, including ongoing challenges and uncertainties posed by the COVID pandemic for businesses and governments around the world, including production, supply, contractual and other disruptions, facility closures, furloughs and travel restrictions; the inability to integrate FLIR successfully, to retain customers and key employees and to achieve operating synergies, including the possibility that the anticipated benefits of the transaction are not realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Teledyne and FLIR do business; changes in relevant tax and other laws; risks associated with indebtedness, including that incurred as a result of financing transactions undertaken in connection with the acquisition of FLIR, as well as our ability to reduce indebtedness and the timing thereof; 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
Additional factors that could cause results to differ materially from those described above can be found in Teledyne’s Annual Report on Form 10-K for the year ended
All forward-looking statements speak only as of the date they are made and are based on information available at that time. Teledyne assumes 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.
A live webcast of Teledyne’s third quarter earnings conference call will be held at
CONDENSED CONSOLIDATED STATEMENTS OF INCOME FOR THE THIRD QUARTER AND NINE MONTHS ENDED
(Unaudited - in millions, except per share amounts) |
||||||||||||||||
|
|
Third
|
|
Third
|
|
Nine
|
|
Nine
|
||||||||
|
|
2021 |
|
2020 |
|
2021 |
|
2020 |
||||||||
Net sales |
|
$ |
1,311.9 |
|
|
$ |
749.0 |
|
|
$ |
3,238.6 |
|
|
$ |
2,276.9 |
|
Costs and expenses: |
|
|
|
|
|
|
|
|
||||||||
Costs of sales |
|
787.7 |
|
|
458.5 |
|
|
1,943.3 |
|
|
1,411.7 |
|
||||
Selling, general and administrative expenses (b) |
|
279.3 |
|
|
158.1 |
|
|
768.2 |
|
|
499.7 |
|
||||
Acquired intangible asset amortization (b) |
|
55.3 |
|
|
9.9 |
|
|
97.9 |
|
|
29.2 |
|
||||
Total costs and expenses |
|
1,122.3 |
|
|
626.5 |
|
|
2,809.4 |
|
|
1,940.6 |
|
||||
Operating income |
|
189.6 |
|
|
122.5 |
|
|
429.2 |
|
|
336.3 |
|
||||
Interest and debt expense, net |
|
(23.8 |
) |
|
(4.1 |
) |
|
(80.7 |
) |
|
(11.9 |
) |
||||
Non-service retirement benefit income |
|
2.8 |
|
|
3.2 |
|
|
8.4 |
|
|
8.9 |
|
||||
Other income (expense), net |
|
(0.7 |
) |
|
(1.9 |
) |
|
4.4 |
|
|
(4.7 |
) |
||||
Income before income taxes |
|
167.9 |
|
|
119.7 |
|
|
361.3 |
|
|
328.6 |
|
||||
Provision for income taxes (c) |
|
33.8 |
|
|
25.8 |
|
|
77.8 |
|
|
58.8 |
|
||||
Net income |
|
$ |
134.1 |
|
|
$ |
93.9 |
|
|
$ |
283.5 |
|
|
$ |
269.8 |
|
|
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per common share |
|
$ |
2.81 |
|
|
$ |
2.48 |
|
|
$ |
6.58 |
|
|
$ |
7.14 |
|
|
|
|
|
|
|
|
|
|
||||||||
Weighted average diluted common shares outstanding |
|
47.7 |
|
|
37.8 |
|
|
43.1 |
|
|
37.8 |
|
a) |
|
The third quarter of 2021 includes pretax charges of |
b) |
|
Acquired intangible asset amortization was previously included in selling, general and administrative expenses. Prior period amounts have been reclassified to conform to the current presentation. |
c) |
The third quarter and first nine months of 2021 includes net discrete income tax benefits of |
This financial statement was prepared in accordance with
SUMMARY OF SEGMENT NET SALES AND OPERATING INCOME FOR THE THIRD QUARTER AND NINE MONTHS ENDED
(Unaudited - in millions) |
||||||||||||||||||||||
|
|
Third
|
|
Third
|
|
%
|
|
Nine
|
|
Nine
|
|
%
|
||||||||||
|
|
2021 |
|
2020 |
|
|
2021 |
|
2020 |
|
||||||||||||
Net sales: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Imaging |
|
$ |
760.6 |
|
|
$ |
239.7 |
|
|
217.3 |
% |
|
$ |
1,603.4 |
|
|
$ |
724.0 |
|
|
121.5 |
% |
Instrumentation |
|
287.1 |
|
|
263.5 |
|
|
9.0 |
% |
|
864.7 |
|
|
811.7 |
|
|
6.5 |
% |
||||
Aerospace and Defense Electronics |
|
161.8 |
|
|
144.8 |
|
|
11.7 |
% |
|
465.4 |
|
|
444.2 |
|
|
4.8 |
% |
||||
Engineered Systems |
|
102.4 |
|
|
101.0 |
|
|
1.4 |
% |
|
305.1 |
|
|
297.0 |
|
|
2.7 |
% |
||||
Total net sales |
|
$ |
1,311.9 |
|
|
$ |
749.0 |
|
|
75.2 |
% |
|
$ |
3,238.6 |
|
|
$ |
2,276.9 |
|
|
42.2 |
% |
Operating income: |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Imaging (a) |
|
$ |
94.9 |
|
|
$ |
45.5 |
|
|
108.6 |
% |
|
$ |
231.5 |
|
|
$ |
136.1 |
|
|
70.1 |
% |
Instrumentation |
|
63.0 |
|
|
50.7 |
|
|
24.3 |
% |
|
187.0 |
|
|
150.0 |
|
|
24.7 |
% |
||||
Aerospace and Defense Electronics |
|
35.9 |
|
|
26.7 |
|
|
34.5 |
% |
|
92.6 |
|
|
57.6 |
|
|
60.8 |
% |
||||
Engineered Systems |
|
11.5 |
|
|
12.5 |
|
|
(8.0 |
)% |
|
37.4 |
|
|
34.7 |
|
|
7.8 |
% |
||||
Corporate expense (a) |
|
(15.7 |
) |
|
(12.9 |
) |
|
21.7 |
% |
|
(119.3 |
) |
|
(42.1 |
) |
|
183.4 |
% |
||||
Operating income |
|
189.6 |
|
|
122.5 |
|
|
54.8 |
% |
|
429.2 |
|
|
336.3 |
|
|
27.6 |
% |
||||
Interest and debt expense, net (a) |
|
(23.8 |
) |
|
(4.1 |
) |
|
480.5 |
% |
|
(80.7 |
) |
|
(11.9 |
) |
|
578.2 |
% |
||||
Non-service retirement benefit income |
|
2.8 |
|
|
3.2 |
|
|
(12.5 |
)% |
|
8.4 |
|
|
8.9 |
|
|
(5.6 |
)% |
||||
Other income (expense), net |
|
(0.7 |
) |
|
(1.9 |
) |
|
(63.2 |
)% |
|
4.4 |
|
|
(4.7 |
) |
|
* |
|||||
Income before income taxes |
|
167.9 |
|
|
119.7 |
|
|
40.3 |
% |
|
361.3 |
|
|
328.6 |
|
|
10.0 |
% |
||||
Provision for income taxes (b) |
|
33.8 |
|
|
25.8 |
|
|
31.0 |
% |
|
77.8 |
|
|
58.8 |
|
|
32.3 |
% |
||||
Net income |
|
$ |
134.1 |
|
|
$ |
93.9 |
|
|
42.8 |
% |
|
$ |
283.5 |
|
|
$ |
269.8 |
|
|
5.1 |
% |
* not meaningful |
a) |
|
The third quarter of 2021 includes pretax charges of |
b) |
|
The third quarter and first nine months of 2021 includes net discrete income tax benefits of |
This financial statement was prepared in accordance with
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited – in millions) |
||||||||
|
|
|
|
|
||||
ASSETS |
|
|
|
|
||||
Cash and cash equivalents |
|
$ |
551.8 |
|
|
$ |
673.1 |
|
Accounts receivable, net |
|
1,031.3 |
|
|
624.1 |
|
||
Inventories, net |
|
833.2 |
|
|
347.3 |
|
||
Prepaid expenses and other current assets |
|
118.6 |
|
|
78.1 |
|
||
Total current assets |
|
2,534.9 |
|
|
1,722.6 |
|
||
Property, plant and equipment, net |
|
858.1 |
|
|
489.3 |
|
||
|
|
10,604.7 |
|
|
2,559.7 |
|
||
Prepaid pension assets |
|
87.0 |
|
|
67.9 |
|
||
Other assets, net |
|
362.8 |
|
|
245.3 |
|
||
Total assets |
|
$ |
14,447.5 |
|
|
$ |
5,084.8 |
|
LIABILITIES AND STOCKHOLDERS’ EQUITY |
|
|
|
|
||||
Accounts payable |
|
$ |
427.6 |
|
|
$ |
229.1 |
|
Accrued liabilities |
|
994.2 |
|
|
434.2 |
|
||
Current portion of long-term debt and other debt |
|
— |
|
|
97.6 |
|
||
Total current liabilities |
|
1,421.8 |
|
|
760.9 |
|
||
Long-term debt, net of current portion |
|
4,441.7 |
|
|
680.9 |
|
||
Other long-term liabilities |
|
1,167.4 |
|
|
414.4 |
|
||
Total liabilities |
|
7,030.9 |
|
|
1,856.2 |
|
||
Total stockholders’ equity (b) |
|
7,416.6 |
|
|
3,228.6 |
|
||
Total liabilities and stockholders’ equity |
|
$ |
14,447.5 |
|
|
$ |
5,084.8 |
|
a) |
The increase in goodwill and acquired intangible assets primarily reflects the estimated amounts related to the acquisition of FLIR on |
|
b) |
The increase in total stockholders' equity primarily reflects the value of Teledyne common stock issued in connection with the acquisition of FLIR on |
This financial statement was prepared in accordance with
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE THIRD QUARTER AND NINE MONTHS ENDED (Unaudited - in millions, except per share amounts) |
|||||||||||||||||||||||
|
Third Quarter 2021 |
|
Third Quarter 2020 |
||||||||||||||||||||
|
Income
|
|
Net income |
|
Diluted
|
|
Income
|
|
Net income |
|
Diluted
|
||||||||||||
GAAP |
$ |
167.9 |
|
|
$ |
134.1 |
|
|
$ |
2.81 |
|
|
$ |
119.7 |
|
|
$ |
93.9 |
|
|
$ |
2.48 |
|
Adjusted for specified items: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FLIR transaction and integration costs |
1.8 |
|
|
1.7 |
|
|
0.04 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
FLIR inventory step-up expense |
35.2 |
|
|
27.1 |
|
|
0.57 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Acquired intangible asset amortization |
55.3 |
|
|
42.6 |
|
|
0.88 |
|
|
9.9 |
|
|
7.6 |
|
|
0.20 |
|
||||||
Acquisition-related foreign tax matters |
— |
|
|
1.7 |
|
|
0.04 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Non-GAAP |
$ |
260.2 |
|
|
$ |
207.2 |
|
|
$ |
4.34 |
|
|
$ |
129.6 |
|
|
$ |
101.5 |
|
|
$ |
2.68 |
|
|
Nine Months 2021 |
|
Nine Months 2020 |
||||||||||||||||||||
|
Income
|
|
Net income |
|
Diluted
|
|
Income
|
|
Net income |
|
Diluted
|
||||||||||||
GAAP |
$ |
361.3 |
|
$ |
283.5 |
|
|
$ |
6.58 |
|
|
$ |
328.6 |
|
|
$ |
269.8 |
|
|
$ |
7.14 |
|
|
Adjusted for specified items: |
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FLIR transaction and integration costs |
102.2 |
|
|
88.2 |
|
|
2.05 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
FLIR inventory step-up expense |
58.6 |
|
|
45.1 |
|
|
1.04 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Acquired intangible asset amortization |
97.9 |
|
|
75.3 |
|
|
1.75 |
|
|
29.2 |
|
|
22.3 |
|
|
0.59 |
|
||||||
Acquisition-related foreign tax matters |
— |
|
|
14.1 |
|
|
0.33 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Bridge loan and debt extinguishment fees |
30.6 |
|
|
23.3 |
|
|
0.54 |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Non-GAAP |
$ |
650.6 |
|
|
$ |
529.5 |
|
|
$ |
12.29 |
|
|
$ |
357.8 |
|
|
$ |
292.1 |
|
|
$ |
7.73 |
|
|
|
Third Quarter 2021 |
|
Third Quarter 2020 |
||||||||||
|
|
Operating
|
|
Operating
|
|
Operating
|
|
Operating
|
||||||
GAAP |
|
$ |
189.6 |
|
|
14.5 |
% |
|
$ |
122.5 |
|
|
16.4 |
% |
Adjusted for specified items: |
|
|
|
|
|
|
|
|
||||||
FLIR transaction and integration costs |
|
1.8 |
|
|
|
|
— |
|
|
|
||||
FLIR inventory step-up expense |
|
35.2 |
|
|
|
|
— |
|
|
|
||||
Acquired intangible asset amortization |
|
55.3 |
|
|
|
|
9.9 |
|
|
|
||||
Non-GAAP |
|
$ |
281.9 |
|
|
21.5 |
% |
|
$ |
132.4 |
|
|
17.7 |
% |
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES
FOR THE THIRD QUARTER AND NINE MONTHS ENDED (Unaudited - in millions, except per share amounts) |
||||||||||||||
|
|
Nine Months 2021 |
|
Nine Months 2020 |
||||||||||
|
|
Operating
|
|
Operating
|
|
Operating
|
|
Operating
|
||||||
GAAP |
|
$ |
429.2 |
|
|
13.3 |
% |
|
$ |
336.3 |
|
|
14.8 |
% |
Adjusted for specified items: |
|
|
|
|
|
|
|
|
||||||
FLIR transaction and integration costs |
|
102.2 |
|
|
|
|
— |
|
|
|
||||
FLIR inventory step-up expense |
|
58.6 |
|
|
|
|
— |
|
|
|
||||
Acquired intangible asset amortization |
|
97.9 |
|
|
|
|
29.2 |
|
|
|
||||
Non-GAAP |
|
$ |
687.9 |
|
|
21.2 |
% |
|
$ |
365.5 |
|
|
16.1 |
% |
|
|
|
|
|
||||
Current portion of long-term debt and other debt - GAAP |
|
$ |
— |
|
|
$ |
97.6 |
|
Long-term debt - GAAP |
|
4,441.7 |
|
|
680.9 |
|
||
Total debt - non-GAAP |
|
4,441.7 |
|
|
778.5 |
|
||
Less cash and cash equivalents - GAAP |
|
(551.8 |
) |
|
(673.1 |
) |
||
Net debt - non-GAAP |
|
$ |
3,889.9 |
|
|
$ |
105.4 |
|
|
|
Fourth Quarter 2021 |
|
Total Year 2021 |
||||||||||||
|
|
Low |
|
High |
|
Low |
|
High |
||||||||
GAAP Diluted Earnings Per Common Share Outlook |
|
$ |
2.53 |
|
|
$ |
2.69 |
|
|
$ |
9.13 |
|
|
$ |
9.29 |
|
Adjusted for specified non-GAAP items: |
|
|
|
|
|
|
|
|
||||||||
FLIR transaction and integration costs |
|
0.05 |
|
|
0.03 |
|
|
2.08 |
|
|
2.06 |
|
||||
FLIR inventory step-up expense |
|
0.58 |
|
|
0.56 |
|
|
1.63 |
|
|
1.61 |
|
||||
Acquired intangible asset amortization |
|
0.89 |
|
|
0.87 |
|
|
2.65 |
|
|
2.63 |
|
||||
Acquisition-related foreign tax matters |
|
0.02 |
|
|
0.02 |
|
|
0.34 |
|
|
0.34 |
|
||||
Bridge loan and debt extinguishment fees |
|
— |
|
|
— |
|
|
0.52 |
|
|
0.52 |
|
||||
Non-GAAP Diluted Earnings Per Common Share Outlook |
|
$ |
4.07 |
|
|
$ |
4.17 |
|
|
$ |
16.35 |
|
|
$ |
16.45 |
|
Explanation of Non-GAAP Financial Measures
We report our financial results in accordance with GAAP. However, management believes that, in order to more fully understand our short-term and long-term financial and operational trends, and to aid in comparability with our competitors, investors and financial analysts may wish to consider the impact of certain items resulting from our acquisitions which have an infrequent or non-recurring impact on operations or assist in understanding our operations pre-acquisition. Accordingly, we present non-GAAP financial measures as a supplement to the financial measures we present in accordance with GAAP. These non-GAAP financial measures provide management, investors and financial analysts with additional means to understand and evaluate the operating results and trends in our ongoing business by adjusting for certain expenses and other items. Management believes these non-GAAP financial measures also provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors. The company’s 2021 diluted earnings per common share guidance is also presented on a non-GAAP basis.
The non-GAAP financial measures are not meant to be considered superior to, or a substitute for, our financial statements prepared in accordance with GAAP. There are material limitations associated with non-GAAP financial measures because they exclude charges that have an effect on our reported results and, therefore, should not be relied upon as the sole financial measures by which to evaluate our financial results. Management compensates and believes that investors should compensate for these limitations by viewing the non-GAAP financial measures in conjunction with the GAAP financial measures. In addition, the non-GAAP financial measures included in this earnings announcement may be different from, and therefore may not be comparable to, similar measures used by other companies. The non-GAAP financial measures are also used by our management to evaluate our operating performance, and benchmark our results against our historical performance and the performance of our peers.
Our non-GAAP measures are as follows:
Non-GAAP income before income taxes, net income and diluted earnings per common share
These non-GAAP measures provided a supplemental view of income before taxes, net income, and diluted earnings per common share. These non-GAAP measures exclude certain costs related to the FLIR acquisition, such as acquired intangible asset amortization, amortization of inventory step-up, bridge loan and debt extinguishment fees, and transaction costs such as advisory, legal and other consulting fees, filing fees, employee separation costs and other costs. These non-GAAP measures also exclude acquired intangible asset amortization from prior acquisitions and the remeasurement of deferred taxes related to acquired intangible assets due to changes in tax laws. We adjust for any income tax impact related to these items to take into account the tax treatment and related tax rate and changes in tax rates that apply to each adjustment in the applicable tax jurisdiction. Generally, this results in tax impact at the
Non-GAAP operating income and operating margin
We define non-GAAP operating margin as non-GAAP operating income divided by net sales. These non-GAAP measures exclude certain costs related to the FLIR acquisition, such as acquired intangible asset amortization, amortization of inventory step-up, and transaction costs such as advisory, legal and other consulting fees, filing fees, employee separation costs and other costs. These non-GAAP measures also exclude acquired intangible asset amortization from prior acquisitions. We believe these measures provide investors and management with additional means to understand and evaluate the operating results of our business by adjusting for certain expenses and other items and present an alternative view of our performance compared to prior periods.
Non-GAAP total debt and net debt
We define non-GAAP total debt as the sum of current portion of long-term debt and other debt and long-term debt. We define net debt as the difference between non-GAAP total debt less cash and cash equivalents. The company believes that this supplemental non-GAAP information is useful to assist investors and management in analyzing the company’s liquidity.
Non-GAAP diluted earnings per common share outlook
These non-GAAP measures represent our earnings per common share outlook for the third quarter 2021 and total year 2021 on a fully diluted basis, excluding certain costs related to the FLIR acquisition, such as acquired intangible asset amortization, amortization of inventory step-up, bridge loan and debt extinguishment fees, and transaction costs such as advisory, legal and other consulting fees, filing fees, employee separation costs and other costs. These non-GAAP measures also exclude acquired intangible asset amortization from prior acquisitions and the remeasurement of deferred taxes related to acquired intangible assets due to changes in tax laws.
Non-GAAP free cash flow and adjusted free cash flow
We define free cash flow as cash provided by operating activities (a measure prescribed by generally accepted accounting principles) less capital expenditures for property, plant and equipment. Adjusted free cash flow eliminates the impact of cash paid for transaction related expenses for the FLIR acquisition on a net of tax basis. We believe that this supplemental non-GAAP information is useful to assist management and the investment community in analyzing the company’s ability to generate cash flow.
Management excludes the effect of each of the items identified below to arrive at the applicable non-GAAP financial measure referenced in the previous tables for the reasons set forth below with respect to that item:
- FLIR transaction and integration costs - Included in our GAAP presentation of cost of sales and selling, general and administrative expenses are expenses incurred in connection with our acquisitions of FLIR and primarily include legal, accounting, other professional fees as well as integration-related costs such as employee separation costs and facility lease impairments. Employee separation costs include required change-in-control payments, cash settlement of FLIR employee and director stock awards, as well as other employee severance amounts. We exclude these costs from our non-GAAP measures because we believe it does not reflect our ongoing financial performance.
- FLIR inventory step-up expense – The purchase accounting entries associated with our acquisition of FLIR require us to record inventory at its fair value, which is sometimes greater than the previous book value of inventory. Included in our GAAP presentation, the increase in inventory value is amortized to cost of sales over the period that the related inventory is sold. We exclude inventory step-up amortization from our non-GAAP measures because it is a non-cash expense that we do not believe is indicative of our ongoing operating results.
- Acquired intangible asset amortization – We believe that by excluding the amortization of acquired intangible assets, which primarily represents purchased technology and customer relationships, as well as purchase order and contract backlog, this provides an alternative way for investors to compare our operations pre-acquisition to those post acquisition and to those of our competitors that have pursued internal growth strategies. However, we note that companies that grow internally will incur costs to develop intangible assets that will be expensed in the period incurred, which may make a direct comparison more difficult.
- Bridge loan and debt extinguishment fees - Included in our GAAP presentation of interest and debt expense are expenses incurred in connection with the financing activities to fund the FLIR acquisition. We exclude these expenses, many of which are one-time costs, from our non-GAAP measures because we believe it does not reflect our ongoing financial performance.
-
Acquisition-related foreign tax matters – Included in our tax provision is post-acquisition interest on certain income tax reserves related to FLIR. Also, in
June 2021 , the United Kingdom Parliament enacted legislation to increase the corporate tax rate to25% effectiveApril 2023 . Accordingly, the tax rate changes required us to remeasure our deferred taxes related to acquired intangible assets. We exclude these impacts from our non-GAAP measures because we believe it does not reflect our ongoing financial performance.
APPENDIX A
The following tables are presented to show the reconciliation of GAAP operating income to non-GAAP operating income by segment for 2021 and each quarter of 2020.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES SUMMARY OF QUARTERLY OPERATING INCOME (Unaudited - in millions) |
|||||||||||||||||||
|
First Quarter 2021 |
||||||||||||||||||
|
GAAP
|
|
Acquired
|
|
Inventory
|
|
Transaction
|
|
Non-GAAP
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Imaging |
$ |
52.0 |
|
|
$ |
4.6 |
|
|
$ |
— |
|
|
$ |
— |
|
|
$ |
56.6 |
|
Instrumentation |
59.4 |
|
|
5.0 |
|
|
— |
|
|
— |
|
|
64.4 |
|
|||||
Aerospace and Defense Electronics |
28.3 |
|
|
0.2 |
|
|
— |
|
|
— |
|
|
28.5 |
|
|||||
Engineered Systems |
14.9 |
|
|
— |
|
|
— |
|
|
— |
|
|
14.9 |
|
|||||
Corporate expense |
(19.4 |
) |
|
— |
|
|
— |
|
|
5.9 |
|
|
(13.5 |
) |
|||||
Total |
$ |
135.2 |
|
|
$ |
9.8 |
|
|
$ |
— |
|
|
$ |
5.9 |
|
|
$ |
150.9 |
|
|
Second Quarter 2021 |
||||||||||||||||||
|
GAAP
|
|
Acquired
|
|
Inventory
|
|
Transaction
|
|
Non-GAAP
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Imaging |
$ |
84.6 |
|
|
$ |
27.4 |
|
|
$ |
23.4 |
|
|
$ |
24.0 |
|
|
$ |
159.4 |
|
Instrumentation |
64.6 |
|
|
5.2 |
|
|
— |
|
|
— |
|
|
69.8 |
|
|||||
Aerospace and Defense Electronics |
28.4 |
|
|
0.2 |
|
|
— |
|
|
— |
|
|
28.6 |
|
|||||
Engineered Systems |
11.0 |
|
|
— |
|
|
— |
|
|
— |
|
|
11.0 |
|
|||||
Corporate expense |
(84.2 |
) |
|
— |
|
|
— |
|
|
70.5 |
|
|
(13.7 |
) |
|||||
Total |
$ |
104.4 |
|
|
$ |
32.8 |
|
|
$ |
23.4 |
|
|
$ |
94.5 |
|
|
$ |
255.1 |
|
|
Third Quarter 2021 |
||||||||||||||||||
|
GAAP
|
|
Acquired
|
|
Inventory
|
|
Transaction
|
|
Non-GAAP
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Imaging |
$ |
94.9 |
|
|
$ |
50.1 |
|
|
$ |
35.2 |
|
|
$ |
1.5 |
|
|
$ |
181.7 |
|
Instrumentation |
63.0 |
|
|
5.0 |
|
|
— |
|
|
— |
|
|
68.0 |
|
|||||
Aerospace and Defense Electronics |
35.9 |
|
|
0.2 |
|
|
— |
|
|
— |
|
|
36.1 |
|
|||||
Engineered Systems |
11.5 |
|
|
— |
|
|
— |
|
|
— |
|
|
11.5 |
|
|||||
Corporate expense |
(15.7 |
) |
|
— |
|
|
— |
|
|
0.3 |
|
|
(15.4 |
) |
|||||
Total |
$ |
189.6 |
|
|
$ |
55.3 |
|
|
$ |
35.2 |
|
|
$ |
1.8 |
|
|
$ |
281.9 |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES SUMMARY OF QUARTERLY OPERATING INCOME (continued) (Unaudited - in millions) |
|||||||||||||||||||
|
First Nine Months 2021 |
||||||||||||||||||
|
GAAP
|
|
Acquired
|
|
Inventory
|
|
Transaction
|
|
Non-GAAP
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Digital Imaging |
$ |
231.5 |
|
|
$ |
82.1 |
|
|
$ |
58.6 |
|
|
$ |
25.5 |
|
|
$ |
397.7 |
|
Instrumentation |
187.0 |
|
|
15.2 |
|
|
— |
|
|
— |
|
|
202.2 |
|
|||||
Aerospace and Defense Electronics |
92.6 |
|
|
0.6 |
|
|
— |
|
|
— |
|
|
93.2 |
|
|||||
Engineered Systems |
37.4 |
|
|
— |
|
|
— |
|
|
— |
|
|
37.4 |
|
|||||
Corporate expense |
(119.3 |
) |
|
— |
|
|
— |
|
|
76.7 |
|
|
(42.6 |
) |
|||||
Total |
$ |
429.2 |
|
|
$ |
97.9 |
|
|
$ |
58.6 |
|
|
$ |
102.2 |
|
|
$ |
687.9 |
|
|
First Nine Months 2020 |
||||||||||
|
GAAP
|
|
Acquired
|
|
Non-GAAP
|
||||||
|
|
|
|
|
|
||||||
Digital Imaging |
$ |
136.1 |
|
|
$ |
13.5 |
|
|
$ |
149.6 |
|
Instrumentation |
150.0 |
|
|
15.0 |
|
|
165.0 |
|
|||
Aerospace and Defense Electronics |
57.6 |
|
|
0.7 |
|
|
58.3 |
|
|||
Engineered Systems |
34.7 |
|
|
— |
|
|
34.7 |
|
|||
Corporate expense |
(42.1 |
) |
|
— |
|
|
(42.1 |
) |
|||
Total |
$ |
336.3 |
|
|
$ |
29.2 |
|
|
$ |
365.5 |
|
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL MEASURES SUMMARY OF QUARTERLY OPERATING INCOME (continued) (Unaudited - in millions) |
|||||||||||
|
First Quarter 2020 |
||||||||||
|
GAAP
|
|
Acquired
|
|
Non-GAAP
|
||||||
|
|
|
|
|
|
||||||
Digital Imaging |
$ |
43.8 |
|
|
$ |
4.6 |
|
|
$ |
48.4 |
|
Instrumentation |
50.8 |
|
|
4.8 |
|
|
55.6 |
|
|||
Aerospace and Defense Electronics |
13.4 |
|
|
0.2 |
|
|
13.6 |
|
|||
Engineered Systems |
11.4 |
|
|
— |
|
|
11.4 |
|
|||
Corporate expense |
(15.4 |
) |
|
— |
|
|
(15.4 |
) |
|||
Total |
$ |
104.0 |
|
|
$ |
9.6 |
|
|
$ |
113.6 |
|
|
Second Quarter 2020 |
||||||||||
|
GAAP
|
|
Acquired
|
|
Non-GAAP
|
||||||
|
|
|
|
|
|
||||||
Digital Imaging |
$ |
46.8 |
|
|
$ |
4.4 |
|
|
$ |
51.2 |
|
Instrumentation |
48.5 |
|
|
5.1 |
|
|
53.6 |
|
|||
Aerospace and Defense Electronics |
17.5 |
|
|
0.2 |
|
|
17.7 |
|
|||
Engineered Systems |
10.8 |
|
|
— |
|
|
10.8 |
|
|||
Corporate expense |
(13.8 |
) |
|
— |
|
|
(13.8 |
) |
|||
Total |
$ |
109.8 |
|
|
$ |
9.7 |
|
|
$ |
119.5 |
|
|
Third Quarter 2020 |
||||||||||
|
GAAP
|
|
Acquired
|
|
Non-GAAP
|
||||||
|
|
|
|
|
|
||||||
Digital Imaging |
$ |
45.5 |
|
|
$ |
4.5 |
|
|
$ |
50.0 |
|
Instrumentation |
50.7 |
|
|
5.1 |
|
|
55.8 |
|
|||
Aerospace and Defense Electronics |
26.7 |
|
|
0.3 |
|
|
27.0 |
|
|||
Engineered Systems |
12.5 |
|
|
— |
|
|
12.5 |
|
|||
Corporate expense |
(12.9 |
) |
|
— |
|
|
(12.9 |
) |
|||
Total |
$ |
122.5 |
|
|
$ |
9.9 |
|
|
$ |
132.4 |
|
|
Fourth Quarter 2020 |
||||||||||
|
GAAP
|
|
Acquired
|
|
Non-GAAP
|
||||||
|
|
|
|
|
|
||||||
Digital Imaging |
$ |
56.7 |
|
|
$ |
4.6 |
|
|
$ |
61.3 |
|
Instrumentation |
63.2 |
|
|
4.8 |
|
|
68.0 |
|
|||
Aerospace and Defense Electronics |
23.2 |
|
|
0.2 |
|
|
23.4 |
|
|||
Engineered Systems |
15.4 |
|
|
— |
|
|
15.4 |
|
|||
Corporate expense |
(14.7 |
) |
|
— |
|
|
(14.7 |
) |
|||
Total |
$ |
143.8 |
|
|
$ |
9.6 |
|
|
$ |
153.4 |
|
View source version on businesswire.com: https://www.businesswire.com/news/home/20211027005351/en/
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FAQ
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