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Income
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Equity
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Related Matters
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AOCI by Component (Details)
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Reclassifications Out of Accumulated OCI (Details)
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Intangible Assets (Details)
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Instruments (Details)
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Instruments (Details)
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(Exact name of registrant as specified in its charter)
_____________________________________
iDelaware
i25-1843385
(State
or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification Number)
i1049 Camino Dos Rios
iThousand
Oaks
iCalifornia
i91360-2362
(Address of principal executive offices)
(Zip
Code)
i805i373-4545
(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
iCommon Stock, $0.01 par value
iTDY
iNew
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. iYes☒ 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). iYes☒ No ☐
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, 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. (Check one):
iLarge
accelerated filer
☒
Accelerated filer
☐
Non-accelerated filer
☐
Smaller reporting company
i☐
Emerging
growth company
i☐
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 i☐
No ☒
There were i36,863,419
shares of common stock, $.01 par value per share, outstanding as of July 20, 2020.
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 accounting principles generally accepted 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 29, 2019 (“2019 Form 10-K”).
In the opinion of Teledyne’s 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 28, 2020 and the consolidated results of operations, consolidated comprehensive income for the second quarter and six months then ended and the consolidated cash flows for the six months then ended. The results of operations and cash flows for the periods ended June 28, 2020 are not necessarily indicative of the results of operations or cash flows to be expected for any subsequent quarter or the full fiscal year. Certain prior year amounts have been reclassified to conform to the current period presentation related to the segment realignment in the third quarter of 2019.
iCash
Equivalents
Cash equivalents consist of highly liquid money-market mutual funds and bank deposits with maturities of three months or less when purchased. Cash equivalents totaled $i203.0 million at June 28, 2020. There were ino
cash equivalents at December 29, 2019.
i
Recent Accounting Pronouncements
In January 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2017-04, Simplifying the Test for Goodwill Impairment, which eliminates the computation of the implied fair value of goodwill to measure a goodwill impairment charge. Instead, entities will record a goodwill impairment
charge based on the excess of a reporting unit’s carrying amount over its fair value. We adopted the new guidance as of December 30, 2019 which reduced the complexity surrounding the evaluation of goodwill for impairment. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements.
In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The standard replaces the incurred loss impairment methodology under current GAAP with a methodology that reflects expected credit losses and requires the use of a forward-looking expected credit loss model for accounts receivables, loans, and other financial instruments. The standard requires a modified retrospective approach through a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which
the guidance is effective. We adopted the new guidance as of December 30, 2019 using the modified retrospective approach related to our accounts receivables and contract assets, resulting in no cumulative adjustment to retained earnings. The adoption of this guidance did not have a material impact on our condensed consolidated financial statements.
The reclassifications out of AOCI to net income for the second quarter and six months ended June 28, 2020 and June 30, 2019 are as follows (in millions):
Amount
Reclassified from AOCI for the Three Months Ended
Amount Reclassified from AOCI for the Three Months Ended
Amortization
of defined benefit pension and postretirement plan items:
Amortization of prior service cost
$
(i3.0)
$
(i3.0)
Costs
and expenses
Amortization of net actuarial loss
i11.7
i15.5
Costs
and expenses
Total before tax
i8.7
i12.5
Income
tax impact
(i2.0)
(i3.0)
Provision
for income taxes
Total
$
i6.7
$
i9.5
/
Note
3. iBusiness Combinations, Goodwill and Acquired Intangible Assets
Acquisition of the OakGate Technology, Inc.
On January 5, 2020, we acquired OakGate Technology, Inc. (“OakGate”) for $i28.5 million
in cash, net of cash acquired. Based in Loomis, California, OakGate provides software and hardware designed to test electronic data storage devices from development through manufacturing and end-use applications. The acquired business is part of the Test and Measurement product line of the Instrumentation segment.
Acquisition of Micralyne, Inc.
On August 30, 2019, we acquired Micralyne Inc. for $i26.2 million
in cash, net of cash acquired and including a $i0.5 million purchase price adjustment paid in January 2020. Based in Edmonton, Alberta, Canada, Micralyne is a privately-owned foundry providing Micro Electro Mechanical Systems or MEMS devices. In particular, Micralyne possesses unique microfluidic technology for biotech applications, as well as capabilities in non-silicon-based MEMS (e.g. gold, polymers) often required for human body compatibility. The acquired business is part of the
Digital Imaging segment.
8
Acquisition of the gas and flame detection business of 3M Company
On August 1, 2019, we acquired the gas and flame detection business of 3M Company for $i233.5 million
in cash, net of cash acquired. The gas and flame detection business includes Oldham, Simtronics, Gas Measurement Instruments, Detcon and select Scott Safety products. The gas and flame detection business provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil and gas, food and beverage, mining and waste water treatment. Principally located in France, the United Kingdom and the United States, the acquired business is part of the Environmental product line of the Instrumentation segment.
Acquisition of the scientific imaging businesses of Roper Technologies, Inc.
On February 5, 2019, we acquired the scientific imaging businesses of Roper Technologies, Inc. for $i224.8
million in cash, net of cash acquired and including a purchase price adjustment. Principally located in the United States and Canada, the acquired businesses are part of the Digital Imaging segment. The acquired businesses include Princeton Instruments, Photometrics and Lumenera. The acquired businesses provide a range of imaging solutions, primarily for life sciences, academic research and customized OEM industrial imaging solutions. Princeton Instruments and Photometrics manufacture state-of-the-art cameras, spectrographs and optics for advanced research in physical sciences, life sciences research and spectroscopy imaging. Applications and markets include materials analysis, quantum technology and cell biology imaging using fluorescence and chemiluminescence. Lumenera primarily provides rugged USB-based customized cameras for markets such as traffic management, as well as life sciences applications.
Goodwill and Acquired
Intangible Assets
Teledyne’s goodwill was $i2,061.3 million at June 28, 2020 and $i2,050.5 million at December 29, 2019. The
increase in the balance of goodwill in 2020 resulted from goodwill from recent acquisitions, mostly offset by exchange rate changes. Goodwill resulting from the acquisition of OakGate will not be deductible for tax purposes. Teledyne’s net acquired intangible assets were $i409.2 million at June 28, 2020 and $i430.8
million at December 29, 2019. The decrease in the balance of net acquired intangible assets resulted from amortization of acquired intangible assets and exchange rate changes. The Company completed the process of specifically identifying the amount to be assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the scientific imaging businesses acquisition. The Company is in the process of specifically identifying the amount to be assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the OakGate acquisition and the gas and flame detection business and the Micralyne acquisitions since there was insufficient
time between the acquisition dates and the end of the period to finalize the analysis.
During the second quarter of 2020, the Company evaluated the effects of the COVID-19 pandemic and its negative impact on the global economy on each of the Company’s reporting units and indefinite-lived intangible assets. Management reviewed key assumptions, including revisions of projected future revenues for reporting units and the results of the previous annual impairment testing performed during the fourth quarter of 2019. The Company did not identify an indication of impairment for each of its reporting units and indefinite-lived intangible assets. Although it was determined
that a triggering event had not occurred as of June 28, 2020, we will continue to monitor the impacts of the COVID-19 pandemic on the Company’s reporting units and indefinite-lived intangible assets.
Teledyne funded the acquisitions with borrowings under its credit facility and cash on hand. The results of each acquisition have been included in Teledyne’s results since the date of each respective acquisition.
Note 4. iDerivative
Instruments
Teledyne transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency risk. 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 utilizes foreign currency forward contracts to reduce the volatility of cash flows primarily related to forecasted revenues and expenses denominated in Canadian dollars for our Canadian companies,
and in British pounds for our UK companies. These contracts are designated and qualify as cash flow hedges. The Company has also converted a U.S. dollar denominated, variable rate obligation into a euro fixed rate obligation using a receive float, pay fixed cross currency swap. These cross currency swaps are designated as cash flow hedges. In addition the Company has converted domestic U.S. variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap. The interest rate swap is also designated as a cash flow hedge.
The effectiveness of the cash flow hedge forward contracts,
is assessed prospectively and retrospectively using regression analysis, as well as using other timing and probability criteria. To receive hedge accounting treatment, all hedging relationships are formally documented at the inception of the hedges, and hedges must be highly effective in offsetting changes to future cash flows on hedged transactions. The effective portion of the cash flow hedge forward contracts’ gains or losses resulting from changes in the fair value of these hedges is initially reported, net of tax, as a component of AOCI in stockholders’ equity until the underlying hedged item is reflected in our consolidated statements of income, at which time the effective amount in AOCI is
reclassified to revenue in our consolidated statements of income. Net deferred losses recorded in AOCI, net of tax, for the forward contracts that will mature in the next twelve months total $i0.9 million. These losses are expected to be offset by anticipated gains in the value of the forecasted
underlying hedged item. Amounts related to the cross currency swaps and interest rate swap expected to be reclassified from AOCI into income in the next twelve months total $i2.0 million.
In the event that the underlying forecasted transactions do not occur, or it becomes remote that they will occur, within the defined hedge period, the gains or losses on the related cash flow hedges will be reclassified from AOCI to other
income and expense. During the current reporting period, all forecasted transactions occurred and, therefore, there were no such gains or losses reclassified to other income and expense.
As of June 28, 2020, Teledyne had foreign currency forward contracts designated as cash flow hedges to buy Canadian dollars and to sell U.S. dollars totaling $i93.1 million. These foreign currency forward contracts
have maturities ranging from September 2020 to May 2021. Teledyne had foreign currency forward contracts designated as cash flow hedges to buy British pounds and to sell U.S. dollars totaling $i6.5 million. These foreign currency forward contracts have maturities ranging from September 2020 to February 2021. The cross currency swaps have notional amounts of €i113.0
million and $i125 million, and €i135.0 million and $i150.0
million, and matures in March 2023 and October 2024, respectively. The interest rate swap has a notional amount of $i125.0 million and matures in March 2023.
i
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 28, 2020 and June 30, 2019 was as follows (in millions):
Second Quarter
Six
Months
2020
2019
2020
2019
Net gain (loss) recognized in AOCI (a)
$
i0.2
$
i0.7
$
(i0.4)
$
i5.0
Net
gain (loss) reclassified from AOCI into COS - Foreign Exchange Contracts (a)
$
(i1.6)
$
(i0.6)
$
(i1.8)
$
(i1.2)
Net
gain (loss) reclassified from AOCI Interest Rate Contracts
$
(i0.6)
$
i—
$
(i4.6)
$
i—
Net
gain (loss) reclassified from AOCI into other income and expense, net - Foreign Exchange Contracts (b)
$
(i4.7)
$
(i1.2)
$
(i3.0)
$
i0.6
Net
gain (loss) reclassified from AOCI into interest expense - Foreign Exchange Contracts
$
i1.0
$
i—
$
i2.5
$
i—
Net
gain (loss) reclassified from AOCI into interest expense - Interest Rate Contracts
$
(i0.3)
$
i0.7
(i0.2)
$
i1.5
Net
foreign exchange gain (loss) recognized in other income, net (c)
$
i—
$
(i0.2)
$
i—
$
(i0.4)
a) Effective
portion, pre-tax
b) Amount reclassified to offset earnings impact of liability hedged by cross currency swap
c) Amount excluded from effectiveness testing
/
Non-Designated Hedging Activities
In addition, 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. iAs
of June 28, 2020, Teledyne had non-designated foreign currency contracts, (in excess of approximately $i311.2 million) of this type in the following pairs (in millions):/
The
above table includes non-designated hedges derived from terms contained in triggered or previously designated cash flow hedges. The gains and losses on these derivatives which are not designated as hedging instruments are intended to, at a minimum, partially offset the transaction gains and losses recognized in earnings. Teledyne does not use foreign currency forward contracts for speculative or trading purposes.
The effect of derivative instruments not designated as cash flow hedges recognized in other income and expense for the second quarter and six months ended June 28, 2020 was income of $i1.8
million and expense of $i8.6 million, respectively.. The effect of derivative instruments not designated as cash flow hedges in other income and expense for the second quarter and six months
ended
June 30, 2019 was expense of $i0.7 million and income of $i0.9
million, respectively. The income/expense was largely offset by losses/gains in the value of the underlying hedged item excluding the impact of forward points.
Fair Value of Derivative Financial Instruments
The Company has elected to use the income approach to value the derivatives, using observable Level 2 market expectations at measurement date and standard valuation techniques to convert future amounts to a single present amount. Level 2 inputs for the valuations are limited to quoted prices for similar assets or liabilities in active markets (specifically futures contracts on LIBOR and EURIBOR) and inputs other than quoted prices that are observable for the asset or liability (specifically LIBOR and
EURIBOR cash and swap rates, foreign currency forward rates and cross currency basis spreads). Mid-market pricing is used as a practical expedient for fair value measurements. The fair value measurement of an asset or liability must reflect the nonperformance risk of the entity and the counterparty. Therefore, the impact of the counterparty’s creditworthiness when in an asset position and the Company’s creditworthiness when in a liability position has also been factored into the fair value measurement of the derivative instruments and did not have a material impact on the fair value of these derivative instruments. Both the counterparty and the Company are expected to continue to perform under the contractual terms of the instruments.
i
The
fair values of the Company’s derivative financial instruments are presented below. All fair values for these derivatives were measured using Level 2 information as defined by the accounting standard hierarchy (in millions):
For the second quarter of 2020 and first six months of 2020, i241,931
and i244,192 stock options, respectively, were excluded in the computation of diluted earnings per share because they had exercise prices that were greater than the weighted average market price of the Company’s common stock during the respective periods. For the second quarter of 2019, ino
stock options were excluded in the computation of earnings per share.For the first six months of 2019, i3,240 stock options were excluded in the computation of diluted earnings per share because they had exercise prices that were greater than the weighted average market price of the Company’s common stock during the period. iThe
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
2020
2019
2020
2019
Weighted
average basic common shares outstanding
i36.7
i36.2
i36.6
i36.2
Effect
of dilutive securities (primarily stock options)
i1.1
i1.2
i1.2
i1.1
Weighted
average diluted common shares outstanding
i37.8
i37.4
i37.8
i37.3
Note
6. iStock-Based Compensation Plans
Teledyne has long-term incentive plans pursuant to which it has granted non-qualified stock options, restricted stock and performance shares to certain employees. The Company also has non-employee Board of Director stock compensation plans, pursuant to which common stock, stock options and restricted stock units have been issued to its directors.
Stock
Incentive Plan
Stock option compensation expense was $i5.7 million for the second quarter of 2020 and was $i5.8
million for the second quarter of 2019. Stock option compensation expense was $i13.1 million for the first six months of 2020 and was $i14.7
million for the first six months of2019. Employee stock option grants are charged to expense evenly over the three year vesting period except for stock options that were granted after 2018 to Teledyne’s Executive Chairman and Teledyne’s President and Chief Executive Officer which were expensed immediately. For 2020, the Company currently expects approximately $i25.2 million in stock option
compensation expense based on stock options outstanding at June 28, 2020. This amount can be impacted by employee retirements and terminations or stock options granted during the remainder of the year. The Company issues shares of common stock upon the exercise of stock options.
i
The following assumptions were used in the valuation of stock options
granted in the first six months of 2020:
2020
Expected volatility
i23.7%
Risk-free
interest rate range
1.50% to 1.75%
Expected life in years
i6.6
Expected dividend yield
i—
/
Based
on the assumptions used in the valuation of stock options, the grant date weighted average fair value of stock options granted in the first six months of 2020 was $i106.26 per share.
i
Stock
option transactions for the second quarter and first six months of 2020 are summarized as follows:
Performance Share Plan and Restricted Stock Award Program
Under the 2015 to 2017 Performance Share Plan, the Company issued i7,673 shares of Teledyne common stock in the first quarter of 2020, i8,586
shares in the first quarter of 2019 and i6,481 shares in the first quarter of 2018.
In the first quarter of 2018, the performance cycle for the three-year period ending December 31, 2020, was set. Subject to the terms of the plan, the maximum number of shares that could be issued in three equal installments in 2021, 2022 and
2023 is i61,194.
i
The
following table shows the restricted stock activity for the first six months of 2020:
Inventories are stated at current cost, net of reserves for excess, slow moving and obsolete inventory. Inventories are valued under the FIFO method, LIFO method or average cost method. Inventories at cost determined on the average cost or the FIFO methods were $i363.4
million at June 28, 2020 and $i361.2 million at December 29, 2019. The remainder of the inventories using the LIFO method is $i36.3
million at June 28, 2020 and $i40.0 million at December 29, 2019. Interim LIFO calculations are based on the Company’s estimates of expected year-end inventory levels and costs since an actual valuation of inventory under the LIFO method can be made only at the end of each year based on the inventory levels and costs at that time. Because these estimates are subject to many factors beyond the
Company’s control, interim results are subject to the final year-end LIFO inventory valuation.
For over time contracts using the cost-to-cost method, we have 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 and cost, and making assumptions for schedule and technical issues. Since certain contracts extend over multiple reporting periods, 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 reviewed and reassessed quarterly. The majority of revenue recognized over time uses an EAC process. The net aggregate effects of changes in estimates on contracts accounted for under the cost-to-cost method in the first six months of 2020 was approximately $i10.2
million of favorable operating income, primarily related to favorable changes in estimates that impacted revenue within the Digital Imaging operating segment. The net aggregate effects of changes in estimates on contracts accounted for under the cost-to-cost method in the first six months of 2019 was approximately $i12.6
million of favorable operating income, primarily related to favorable changes in estimates that impacted revenue, and, to a lesser degree, cost of sales within the Digital Imaging operating segment. None of the effects of changes in estimates on any individual contract were material to the condensed consolidated statements of income for any period presented.
We recognize a liability
for interim and advance payments in excess of revenue recognized and present it as a contract liability which is included within accrued liabilities and other long-term liabilities on the Condensed Consolidated Balance Sheet, which represented $i123.2 million and $i15.2
million as of June 28, 2020, and $i126.8 million and $i17.9 million as of
December 29, 2019, respectively.
The Company recognized revenue of $i51.9 million during the six months ended June 28, 2020 from contract liabilities that existed at the beginning of year. The
Company recognizes the incremental costs of obtaining or fulfilling a contract as expense when incurred if the amortization period of the asset is one year or less. Incremental costs to obtain or fulfill contracts with an amortization period greater than one year were not material.
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 excludes unexercised contract options and potential orders under ordering-type contracts
(e.g., indefinite-delivery, indefinite-quantity). As of June 28, 2020, the aggregate amount of the transaction price allocated to remaining performance obligations was $i1,806.2 million. The Company expects approximately i74%
of remaining performance obligations to be recognized into revenue within the next twelve months, with the remaining i26% recognized thereafter.
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 and long-term accrued liabilities on the Condensed Consolidated Balance Sheet.
i
Six
Months
Warranty Reserve (in millions):
2020
2019
Balance at beginning of year
$
i24.8
$
i21.0
Accruals
for product warranties charged to expense and other
i0.7
i5.1
Cost
of product warranty claims
(i5.3)
(i4.6)
Acquisition
i0.1
i0.3
Balance
at end of period
$
i20.3
$
i21.8
/
Accounts
Receivable, Net
The timing of revenue recognition, billings and cash collections results in billed accounts receivable, unbilled receivables (contract assets), and customer advances and deposits (contract liabilities, which are included in accrued liabilities and other long-term liabilities) on the Condensed Consolidated Balance Sheet. Under the typical payment terms of our over time contracts, the customer pays us either performance-based payments or progress payments. Amounts billed and due from our customers are classified as receivables on the Condensed Consolidated Balance Sheet. Accounts receivable is presented net of an allowance for doubtful accounts
of $i12.0 million at June 28, 2020, and $i10.2 million at December 29,
2019.
An allowance for doubtful accounts is established for losses expected to be incurred on accounts receivable balances. Judgment is required in the estimation of the allowance and we evaluate the collectability of our accounts receivable and contract assets based on a combination of factors. If we become aware of a customer’s inability to meet its financial obligations, a specific allowance is recorded to reduce the net receivable to the amount reasonably believed to be collectible from the customer. For all other customers, we use an aging schedule and recognize allowances for doubtful accounts based on the creditworthiness of the debtor, the age and status of outstanding receivables, the current business environment and our historical collection experience adjusted for current expectations for the customers or industry. Accounts
receivable are written off against the allowance for uncollectible accounts when we determine amounts are no longer collectible.
The income tax provision is calculated using an estimated annual effective tax rate, based upon expected annual income, permanent items, statutory rates and planned tax strategies in the various jurisdictions in which the Company operates. However, losses in certain jurisdictions and discrete items, such as the resolution of uncertain tax positions, are treated separately.
The
Company’s effective income tax rate for the second quarter and first six months of 2020 was i13.2% and i15.8%, respectively. The
Company's effective income tax rate for the second quarter and first six months of 2019 was i18.2% and i18.5%, respectively. The second quarter and
first six months of 2020 include net discrete income tax benefits of $i10.4 million and $i14.6
million, respectively. The second quarter and first six months of 2020 net discrete income tax benefits include $i9.8 million and $i14.5
million, respectively, related to share-based accounting. The second quarter and first six months of 2019 include net discrete income tax benefits of $i4.3 million and $i7.4
million, respectively. The 2019 second quarter and first six months net discrete tax benefits includes $i4.8 million and $i7.7
million, respectively, related to share-based accounting. Excluding the net discrete income tax benefits in both periods, the effective tax rates would have been ii22.8/%
for both the second quarter and first six months of 2020. Excluding the net discrete income tax benefits in both periods, the effective tax rates would have been i21.6% for the second quarter of 2019 and i21.9%
for the first six months of 2019.
$ii750/
million credit facility due March 2024, weighted average rate of i1.10% at June 28, 2020 and i2.80% at December 29,
2019
$
i125.0
$
i125.0
Term
loan due October 2024, variable rate of i2.60% at June 28, 2020 and i2.702% at December 29,
2019, swapped to a Euro fixed rate of i0.6120%
i150.0
i150.0
i5.30%
Fixed Rate Senior Notes due September 2020
i75.0
i75.0
i2.81%
Fixed Rate Senior Notes due November 2020
i25.0
i25.0
i3.09%
Fixed Rate Senior Notes due December 2021
i95.0
i95.0
i3.28%
Fixed Rate Senior Notes due November 2022
i100.0
i100.0
i0.70%
€i50 Million Fixed Rate Senior Notes due April 2022
i56.1
i56.0
i0.92%
€i100 Million Fixed Rate Senior Notes due April 2023
i112.2
i111.9
i1.09%
€i100 Million Fixed Rate Senior Notes due April 2024
i112.2
i111.9
Other
debt
i1.8
i2.0
Debt
issuance costs
(i0.9)
(i1.2)
Total
debt
i851.4
i850.6
Less:
current portion of long-term debt and debt issuance costs
(i100.6)
(i100.6)
Total
long-term debt
$
i750.8
$
i750.0
/
Available
borrowing capacity under the $i750.0 million credit facility, which is reduced by borrowings and certain outstanding letters of credit, was $i614.5
million at June 28, 2020. The credit agreements require the Company to comply with various financial and operating covenants and at June 28, 2020, the Company was in compliance with these covenants. At June 28, 2020, Teledyne had $i25.8 million in outstanding letters of credit.
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’s long-term debt is considered a level 2 fair value hierarchy and is valued based on observable market data. The estimated fair value of Teledyne’s long-term debt at June 28, 2020 and December 29, 2019, approximated the carrying value.
Note 11. iLease
Commitments
At June 28, 2020, Teledyne has right-of-use assets of $i120.4 million and a total lease liability for operating leases of $i131.1
million of which $i111.7 million is included in long-term lease liabilities and $i19.4 million is included in current accrued liabilities. Operating lease
expense was $i6.0 million and $i12.1 million for the second quarter and first six months of 2020, respectively. Operating lease expense was $i5.8
million and $i11.6 million for the second quarter and first six months of 2019, respectively.
Note
12. iLawsuits, Claims, Commitments, Contingencies and Related Matters
For a further description of the Company’s commitments and contingencies, reference is made to Note 14 of the Company’s financial statements as of and for the fiscal year ended December 29, 2019, included in the 2019
Form 10-K.
At June 28, 2020, the Company’s reserves for environmental remediation obligations totaled $i6.6 million, of which $i1.5
million is included in current accrued liabilities. At December 29, 2019, the Company’s reserves for environmental remediation obligations totaled $i6.0 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 expend present accruals over many years and will complete remediation of all sites with which it has been identified in up to i30 years.
We are
currently monitoring an exposure of approximately $i40.0 million related to certain receivables, inventories and additional AOS-related expenses as a result of the March 27, 2020 bankruptcy of OneWeb Global Limited and its subsidiaries (“OneWeb”). Teledyne’s customer, Airbus OneWeb Satellites, LLC (“AOS”), a joint venture of OneWeb and Airbus Defense and Space, has not declared bankruptcy. Although
it is reasonably possible that we may recognize a loss, given the uncertainty of the situation at this time, a loss, if any, will depend on the outcome of future events that could impact AOS.
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 litigation 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.
Note 13. iPension Plans and Postretirement Benefits
Effective January 1, 2020, Teledyne restructured
its domestic qualified defined benefit pension plan. The restructuring involved dividing our domestic qualified defined pension plan into itwo separate plans, iione/
comprised primarily of inactive participants (the “inactive plan”) and the other comprised primarily of active participants (the “active plan”). The reorganization was made to efficiently facilitate a targeted investment strategy and to provide additional flexibility in evaluating opportunities to reduce risk and volatility. As a result of the restructuring, the Company re-measured the assets and liabilities of the itwo plans, based on assumptions and
market conditions on the January 1, 2020 effective date. Actuarial gains and losses associated with the active plan will continue to be amortized over the average remaining service period of the active participants, while the actuarial gains and losses associated with the inactive plan will be amortized over the average remaining life expectancy of the inactive participants which is currently approximately i17.7 years.
For the domestic qualified pension plans, the
weighted-average discount rate decreased to i3.41% in 2020 compared with a i4.59%
discount rate used in 2019. Teledyne has not made any cash pension contributions to its domestic qualified pension plan since 2013. iNo cash pension contributions are planned for 2020 for the domestic qualified pension plans.
i
Second
Quarter
Six Months
2020
2019
2020
2019
Service cost — benefits earned during the period (in millions)
$
i2.6
$
i2.3
$
i5.2
$
i4.7
Pension
non-service income (in millions):
Interest cost on benefit obligation
$
i6.8
$
i8.4
$
i13.7
$
i16.8
Expected
return on plan assets
(i14.3)
(i16.6)
(i28.6)
(i33.1)
Amortization
of prior service cost
(i1.5)
(i1.5)
(i3.0)
(i3.0)
Amortization
of net actuarial loss
i5.8
i7.8
i11.5
i15.5
Curtailment/settlements
i—
(i0.1)
i0.7
(i0.4)
Pension
non-service income
$
(i3.2)
$
(i2.0)
$
(i5.7)
$
(i4.2)
/
Teledyne
sponsors several postretirement defined benefit plans that provide health care and life insurance benefits for certain eligible retirees. Postretirement benefits non-service expense is not material.
Teledyne is a leading provider of sophisticated instrumentation, digital imaging products and software, 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 ifour reportable segments: Instrumentation; Digital Imaging; Aerospace and
Defense Electronics; and Engineered Systems.
Segment results includes net sales and operating income by segment but excludes non-service retirement benefit income, equity income or loss, unusual non-recurring legal matter settlements, interest income and expense, gains and losses on the disposition of assets, sublease rental income and non-revenue licensing and royalty income, domestic and foreign income taxes and corporate office expenses. Corporate expense includes various administrative expenses relating to the corporate office and certain non-operating expenses, including certain acquisition-related transaction costs, not allocated to our segments.
i
The
following table presents Teledyne’s segment disclosures (dollars in millions):
Second Quarter
%
Six
Months
%
2020
2019
Change
2020
2019
Change
Net sales(a):
Instrumentation
$
i263.1
$
i264.1
(i0.4)
%
$
i548.2
$
i520.6
i5.3
%
Digital
Imaging
i237.6
i248.4
(i4.3)
%
i484.3
i480.8
i0.7
%
Aerospace
and Defense Electronics
i143.1
i176.0
(i18.7)
%
i299.4
i342.6
(i12.6)
%
Engineered
Systems
i99.5
i93.5
i6.4
%
i196.0
i183.2
i7.0
%
Total
net sales
$
i743.3
$
i782.0
(i4.9)
%
$
i1,527.9
$
i1,527.2
i—
%
Operating
income:
Instrumentation
$
i48.5
$
i49.0
(i1.0)
%
$
i99.3
$
i88.9
i11.7
%
Digital
Imaging
i46.8
i51.6
(i9.3)
%
i90.6
i88.2
i2.7
%
Aerospace
and Defense Electronics
i17.5
i38.6
(i54.7)
%
i30.9
i71.1
(i56.5)
%
Engineered
Systems
i10.8
i9.0
i20.0
%
i22.2
i15.4
i44.2
%
Corporate
expense
(i13.8)
(i16.3)
(i15.3)
%
(i29.2)
(i34.4)
(i15.1)
%
Operating
income
$
i109.8
$
i131.9
(i16.8)
%
$
i213.8
$
i229.2
(i6.7)
%
(a)
Net
sales excludes inter-segment sales of $i5.5 million and $i12.4 million for the second quarter and first six months
of 2020, respectively, and $i4.0 million and $i10.4 million for the second quarter and first six months of 2019,
respectively.
Identifiable assets are those assets used in the operations of the segments. Corporate assets primarily consist of cash, deferred taxes, net pension assets/liabilities and other assets (in millions):
The Instrumentation segment includes ithree product lines: Marine Instrumentation, Environmental Instrumentation and Test and Measurement Instrumentation. Teledyne’s other three segments each contain iiione//
product line.
i
The following tables provide a summary of the net sales by product line for the Instrumentation segment (in millions):
We also disaggregate our revenue from contracts with customers by customer type, contract-type and geographic region for each of our segments, as we believe it best depicts how the nature, amount, timing and uncertainty of our revenue and cash flows are affected by economic factors.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Teledyne
Technologies Incorporated 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.
Strategy/Overview
Our strategy continues to emphasize growth in our core markets of instrumentation, digital imaging, aerospace and defense electronics and engineered systems. Our core markets 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 core businesses with targeted acquisitions and through product development. We continue to focus on balanced and disciplined capital deployment among capital expenditures, product development, acquisitions and share repurchases. We aggressively pursue operational excellence to continually improve our margins and earnings by emphasizing cost containment and 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 internal research and development, we seek to create new products to grow our company and expand our addressable markets. We continue to evaluate our businesses to ensure that they are aligned with our strategy.
COVID-19 and other matters
With regard to the COVID-19 pandemic, our first priority remains the health and safety of our employees and their families. Up to 30% of our total personnel are working from home. Our manufacturing sites remain operational, and we are practicing social distancing, enhanced cleaning protocols, usage of personal protective equipment and other preventative measures.
While no company is immune to global economic challenges,
Teledyne's business portfolio is well-balanced across end markets and geographies, and includes a high degree of businesses serving critical infrastructure sectors such as the defense industrial base, water and wastewater, and healthcare and public health. Teledyne’s balance sheet is strong, with $382.8 million of cash and cash equivalents and $614.5 million available under our credit facility maturing in 2024. However, given the continuing dynamic nature of this situation, the Company may not fully estimate the impacts of COVID-19 on its financial condition, results of operations or cash flows.
We are currently monitoring an exposure of approximately $40.0 million related to certain receivables, inventories and additional AOS-related expenses as a result of the March 27, 2020 bankruptcy
of OneWeb Global Limited and its subsidiaries (“OneWeb”). Teledyne’s customer, Airbus OneWeb Satellites, LLC (“AOS”), a joint venture of OneWeb and Airbus Defense and Space, has not declared bankruptcy. Although it is reasonably possible that we may recognize a loss, given the uncertainty of the situation at this time, a loss, if any, will depend on the outcome of future events that could impact AOS.
Recent Acquisitions
Acquisition of the OakGate Technology, Inc.
On January 5, 2020, we acquired OakGate Technology, Inc. (“OakGate”) for $28.5 million in cash, net of cash
acquired. Based in Loomis, California, OakGate provides software and hardware designed to test electronic data storage devices from development through manufacturing and end-use applications. The acquired business is part of the Test and Measurement product line within the Instrumentation segment.
Acquisition of Micralyne, Inc.
On August 30, 2019, we acquired Micralyne Inc. for $26.2 million in cash, net of cash acquired and including a $0.5 million purchase price adjustment paid in January 2020. Based in Edmonton, Alberta, Canada, Micralyne is a privately-owned foundry providing Micro Electro Mechanical Systems or MEMS devices. In particular, Micralyne possesses unique microfluidic technology for biotech applications, as well as capabilities in non-silicon-based MEMS (e.g. gold, polymers) often required for human body compatibility. The
acquired business is part of the Digital Imaging segment.
Acquisition of the gas and flame detection business of 3M Company
On August 1, 2019, we acquired the gas and flame detection business of 3M Company for $233.5 million in cash, net of cash acquired. The gas and flame detection business includes Oldham, Simtronics, Gas Measurement Instruments, Detcon and select Scott Safety products. The gas and flame detection business provides a portfolio of fixed and portable industrial gas and flame detection instruments used in a variety of industries including petrochemical, power generation, oil and gas, food and beverage,
mining and waste water treatment. Principally located in France, the United Kingdom and the United States, the acquired business is part of the Environmental product line within of the Instrumentation segment.
Acquisition of the scientific imaging businesses of Roper Technologies, Inc.
On February 5, 2019, we acquired the scientific imaging businesses of Roper Technologies, Inc. for $224.8 million in cash, net of cash acquired and including a purchase price adjustment. Principally located in the United States and Canada, the acquired businesses are part of the Digital Imaging segment. The acquired businesses include Princeton Instruments, Photometrics and Lumenera. The acquired businesses provide a range of imaging solutions, primarily for life sciences, academic research
and customized OEM industrial imaging solutions. Princeton Instruments and Photometrics manufacture state-of-the-art cameras, spectrographs and optics for advanced research in physical sciences, life sciences research and spectroscopy imaging. Applications and markets include materials analysis, quantum technology and cell biology imaging using fluorescence and chemiluminescence. Lumenera primarily provides rugged USB-based customized cameras for markets such as traffic management, as well as life sciences applications.
Teledyne funded the acquisitions with borrowings under its credit facility and cash on hand. The results of each acquisition have been included in Teledyne’s results since the date of each respective acquisition.
Results of Operations
Second
Quarter
Six Months
(in millions)
2020
2019
2020
2019
Net sales
$
743.3
$
782.0
$
1,527.9
$
1,527.2
Costs
and expenses
Cost of sales
460.6
463.6
953.2
927.5
Selling, general and administrative expenses
172.9
186.5
360.9
370.5
Total
costs and expenses
633.5
650.1
1,314.1
1,298.0
Operating income
109.8
131.9
213.8
229.2
Interest
expense, net
(3.7)
(5.4)
(7.8)
(10.8)
Non-service retirement benefit income
3.2
2.0
5.7
4.2
Other
expense, net
(1.4)
(0.6)
(2.8)
(1.8)
Income before income taxes
107.9
127.9
208.9
220.8
Provision
for income taxes
14.2
23.3
33.0
40.9
Net
income
$
93.7
$
104.6
$
175.9
$
179.9
Second
Quarter
%
Six Months
%
(dollars in millions)
2020
2019
Change
2020
2019
Change
Net
sales(a):
Instrumentation
$
263.1
$
264.1
(0.4)
%
$
548.2
$
520.6
5.3
%
Digital
Imaging
237.6
248.4
(4.3)
%
484.3
480.8
0.7
%
Aerospace and Defense Electronics
143.1
176.0
(18.7)
%
299.4
342.6
(12.6)
%
Engineered
Systems
99.5
93.5
6.4
%
196.0
183.2
7.0
%
Total net sales
$
743.3
$
782.0
(4.9)
%
$
1,527.9
$
1,527.2
—
%
Operating
income:
Instrumentation
$
48.5
$
49.0
(1.0)
%
$
99.3
$
88.9
11.7
%
Digital
Imaging
46.8
51.6
(9.3)
%
90.6
88.2
2.7
%
Aerospace and Defense Electronics
17.5
38.6
(54.7)
%
30.9
71.1
(56.5)
%
Engineered
Systems
10.8
9.0
20.0
%
22.2
15.4
44.2
%
Corporate expense
(13.8)
(16.3)
(15.3)
%
(29.2)
(34.4)
(15.1)
%
Total
operating income
$
109.8
$
131.9
(16.8)
%
$
213.8
$
229.2
(6.7)
%
(a)
Net
sales excludes inter-segment sales of $5.5 million and $12.4 million for the second quarter and first six months of 2020 respectively, and $4.0 million and $10.4 million for the second quarter and first six months of 2019.
The table below presents net sales and cost of sales by segment and total company:
Second
Quarter
Six Months
(dollars in millions)
2020
2019
2020
2019
Instrumentation
Net
sales
$
263.1
$
264.1
$
548.2
$
520.6
Cost of sales
$
147.5
$
146.6
$
305.3
$
293.6
Cost
of sales as a % of net sales
56.1
%
55.5
%
55.7
%
56.4
%
Digital Imaging
Net
sales
$
237.6
$
248.4
$
484.3
$
480.8
Cost of sales
$
135.8
$
137.0
$
281.3
$
276.6
Cost
of sales as a % of net sales
57.2
%
55.2
%
58.1
%
57.6
%
Aerospace and Defense Electronics
Net
sales
$
143.1
$
176.0
$
299.4
$
342.6
Cost of sales
$
96.4
$
102.8
$
207.2
$
203.4
Cost
of sales as a % of net sales
67.4
%
58.4
%
69.2
%
59.4
%
Engineered Systems
Net
sales
$
99.5
$
93.5
$
196.0
$
183.2
Costs of sales
$
80.9
$
77.2
$
159.4
$
153.9
Cost
of sales as a % of net sales
81.3
%
82.6
%
81.3
%
84.0
%
Total Company
Net
sales
$
743.3
$
782.0
$
1,527.9
$
1,527.2
Costs of sales
$
460.6
$
463.6
$
953.2
$
927.5
Cost
of sales as a % of net sales
62.0
%
59.3
%
62.4
%
60.7
%
Second Quarter and First Six Months Results
The following is a discussion of our 2020 second quarter and first six months results compared with the 2019 second quarter and first six months results. Comparisons are with the corresponding reporting period of 2019,
unless noted otherwise. In the first quarter of 2020, we acquired OakGate Technology, Inc.
Second quarter of 2020 compared with the second quarter of 2019
Our second quarter of 2020 net sales decreased 4.9%. Net income for the second quarter of 2020 decreased 10.4%. Net income per diluted share was $2.48 for the second quarter of 2020, compared with net income per diluted share of $2.80. The second quarter of 2020 included $8.6 million in severance, facility consolidation and acquisition costs compared with $1.3 million in severance, facility consolidation and acquisition costs for the second quarter of 2019. The second quarter of 2020 included net discrete income tax benefits of $10.4 million compared with $4.3 million for the second quarter of 2019.
Net Sales
The second quarter of 2020 net sales,
compared with the second quarter of 2019 net sales, reflected lower net sales in each segment except the Engineered Systems segment. The second quarter of 2020 sales included $29.5 million in incremental net sales from recent acquisitions.
Cost of Sales
Cost of sales decreased $3.0 million in the second quarter of 2020 and reflected the impact of lower sales, partially offset by higher severance and facility costs. Cost of sales as a percentage of net sales increased for the second quarter of 2020 to 62.0%, from 59.3% and reflected the impact of higher severance and facility consolidation costs.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, including research and development expense, decreased $13.6 million in the second quarter of 2020 and primarily reflected the impact
of lower sales. Selling, general and administrative expenses for the second quarter of 2020, as a percentage of net sales decreased to 23.2% from 23.8% and reflected the impact of lower corporate expense. Corporate expense, which is included in selling, general and administrative expenses, was $13.8 million for the second quarter of 2020, compared with $16.3 million and reflected lower consulting and travel expense. In the second quarter of 2020 and 2019, we recorded a total of $5.7 million and $5.8 million, respectively, in stock option compensation expense.
Pension
service expense is included in both cost of sales and selling general and administrative expense. For the second quarter of 2020 pension service expense was $2.6 million compared with $2.3 million. For 2020, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans was 3.41% compared with 4.59% in 2019.
Operating Income
Operating income for the second quarter of 2020 decreased 16.8%. The second quarter of 2020, compared with the second quarter of 2019, reflected lower operating income in each segment except the Engineered Systems segment. The second quarter of 2020 included $8.6 million in severance, facility consolidation and acquisition costs, compared with $1.3 million in severance, facility consolidation and acquisition costs for the second quarter of 2019. The incremental operating income included in the results for the
second quarter of 2020 from recent acquisitions was $1.9 million.
Interest Expense, Non-Service Retirement Benefit Income and Other Income/Expense
Interest expense, net of interest income, was $3.7 million for the second quarter of 2020, compared with $5.4 million, and reflected the impact of lower average interest rates. Non-service retirement benefit income was $3.2 million for the second quarter of 2020, compared with $2.0 million. Other income and expense was expense of $1.4 million for the second quarter of 2020, compared with expense of $0.6 million.
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 share-based accounting income tax benefits, are treated separately.
The Company’s effective income tax rate for the second quarter of 2020 was 13.2%, compared with 18.2%. The second quarter of 2020 reflected net discrete income tax benefits of $10.4 million, which included a $9.8 million income tax benefit related to share-based accounting. The second quarter of 2019 included net discrete tax benefits of $4.3 million, which included a $4.8 million income tax benefit related to share-based accounting. Excluding the net discrete income tax benefits in both periods, the effective tax rates would have been 22.8% for the second quarter of 2020 and 21.6% for the second quarter of 2019. The
Company’s annual effective tax rate for fiscal year 2020 is expected to be 22.8% before discrete tax items. In addition, we currently expect significantly less discrete tax items in 2020 compared with 2019.
First six months of 2020 compared with the first six months of 2019
Our first six months of 2020 net sales increased slightly. Net income for the first six months of 2020 decreased 2.2%. Net income per diluted share was $4.65 for the first six months of 2020 compared with net income per diluted share of $4.82. The first six months of 2020 included net discrete income tax benefits of $14.6 million compared with $7.4 million. The first six months of 2020 included $19.0 million in severance, facility consolidation, acquisition and certain changes in contract cost estimates, compared
with $3.7 million in severance and facility consolidation costs for the first six months of 2019.
Net Sales
The first six months of 2020 net sales, compared with the first six months of 2019 net sales, reflected higher net sales in each segment except the Aerospace and Defense segment. The first six months of 2020 included $60.2 million in incremental net sales from recent acquisitions.
Cost of Sales
Cost of sales increased $25.7 million in the first six months of 2020 and primarily reflected the impact of severance, facility consolidation, acquisition and certain changes in contract cost estimates. Cost of sales as a percentage of net sales for the six months of 2020 increased to 62.4%, compared with 60.7% and
reflected the impact of severance, facility consolidation, acquisition and certain changes in contract cost estimates.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, including research and development, decreased by $9.6 million in the first six months of 2020 and reflected lower research and development expense and lower corporate expense. Selling, general and administrative expenses for the first six months of 2020, as a percentage of net sales, decreased slightly to 23.6% compared with 24.3%. In the first six months of 2020 and 2019, we recorded a total of $13.1 million and $14.7 million, respectively, in stock option compensation expense.
Pension Service Expense
Pension service
expense for the first six months of 2020 was $5.2 million compared with $4.7 million.
Operating income for the first six months of 2020 decreased 6.7%. The first six months of 2020 compared with the first six months of 2019, reflected higher operating income in each segment except the Aerospace and Defense segment. Corporate expense of $29.2 million in the first six months of 2020 compared with $34.4 million and reflected lower compensation and consulting expense. The incremental operating income included in the results for the first six months of 2020 from recent
acquisitions was $3.0 million.
Interest Expense, Non-Service Retirement Benefit Income and Other Income/Expense
Interest expense, net of interest income, was $7.8 million for the first six months of 2020, compared with $10.8 million and primarily reflected lower average interest rates in 2020. Other income and expense was expense of $2.8 million for the first six months of 2020, compared with expense of $1.8 million.
Income Taxes
The Company’s effective income tax rate for the first six months of 2020 was 15.8% compared with 18.5%. The first six months of 2020 reflected $14.6 million in net discrete income tax benefits, which included a $14.5 million income tax benefit related to share-based accounting. The first six months
of 2019 reflected $7.4 million in net discrete income tax benefits, which included a $7.7 million income tax benefit related to share-based accounting. Excluding the net discrete income tax items in both periods, the effective tax rates would have been 22.8% for the first six months of 2020 and 21.9% for the first six months of 2019.
Segment Results
Segment results includes net sales and operating income by segment but excludes non-service retirement benefit income, equity income or loss, unusual non-recurring legal matter settlements, interest income and expense, gains and losses on the disposition of assets, sublease rental income and non-revenue licensing and royalty income, domestic and foreign income taxes and corporate office expenses. Corporate
expense includes various administrative expenses relating to the corporate office and certain nonoperating expenses, including certain acquisition related transaction costs, not allocated to our segments. See Note 14 to these condensed consolidated financial statements for additional segment information.
Instrumentation
Second
Quarter
Six Months
(dollars in millions)
2020
2019
2020
2019
Net sales
$
263.1
$
264.1
$
548.2
$
520.6
Cost
of sales
$
147.5
$
146.6
$
305.3
$
293.6
Selling, general and administrative expenses
$
67.1
$
68.5
$
143.6
$
138.1
Operating
income
$
48.5
$
49.0
$
99.3
$
88.9
Cost of sales as a % of net sales
56.1
%
55.5
%
55.7
%
56.4
%
Selling,
general and administrative expenses % of net sales
25.5
%
25.9
%
26.2
%
26.5
%
Operating income as a % of net sales
18.4
%
18.6
%
18.1
%
17.1
%
Second
quarter of 2020 compared with the second quarter of 2019
The Instrumentation segment’s second quarter of 2020 net sales decreased 0.4%. Operating income for the second quarter of 2020 decreased 1.0%.
The second quarter of 2020 net sales decrease resulted from lower sales of marine instrumentation and test and measurement instrumentation, mostly offset by higher sales of environmental instrumentation. Sales of environmental instrumentation increased $6.9 million, sales of test and measurement instrumentation decreased $6.4 million and sales of marine instrumentation decreased $1.5 million. Environmental instrumentation included $21.7 million in sales from the 2019 acquisition of the gas and flame detection businesses. Test and measurement instrumentation included $4.8 million in sales from the 2020 acquisition of OakGate. Operating income second quarter
of 2020 included $2.8 million in higher severance and facility consolidation costs, partially offset by improved product line margins. The operating profit included in the results for the second quarter of 2020 from recent acquisitions was $1.8 million.
The second quarter of 2020 cost of sales increased $0.9 million. Cost of sales as a percentage of net sales for the second quarter of 2020 increased slightly to 56.1% from 55.5%. Second quarter 2020 selling, general and administrative expenses decreased $1.4 million. The selling, general and administrative expense percentage decreased slightly to 25.5% in the second quarter of 2020 from 25.9%.
First six months of 2020 compared with the first six months of 2019
The Instrumentation segment’s first six months 2020 net sales increased 5.3%. Operating income for the first six months of 2020 increased of 11.7%.
The first six months of 2020 net sales increase resulted from higher sales of environmental and marine instrumentation, partially offset by lower sales of test and measurement instrumentation. Sales of environmental instrumentation increased $29.8 million and sales of marine instrumentation increased $2.6 million. Sales of test and measurement instrumentation decreased $4.8 million. Environmental instrumentation included $47.6 million in sales from the 2019 acquisition of the gas and flame detection businesses. Test and measurement instrumentation included $6.9 million in sales from the 2020 acquisition of OakGate. The
increase in operating income the first six months of 2020 reflected the impact of higher sales and improved product line margins.
The first six months of 2020 cost of sales increased by $11.7 million and primarily reflected the impact of higher sales. The cost of sales percentage decreased slightly to 55.7% from 56.4%. The first six months of 2020 selling, general and administrative expenses increased by $5.5 million and primarily reflected the impact higher sales. The selling, general and administrative expense percentage decreased slightly to 26.2% in the first six months of 2020 from 26.5%.
Digital Imaging
Second
Quarter
Six Months
(dollars in millions)
2020
2019
2020
2019
Net sales
$
237.6
$
248.4
$
484.3
$
480.8
Cost
of sales
$
135.8
$
137.0
$
281.3
$
276.6
Selling, general and administrative expenses
$
55.0
$
59.8
$
112.4
$
116.0
Operating
income
$
46.8
$
51.6
$
90.6
$
88.2
Cost of sales as a % of net sales
57.2
%
55.2
%
58.1
%
57.6
%
Selling,
general and administrative expenses % of net sales
23.1
%
24.0
%
23.2
%
24.1
%
Operating income as a % of net sales
19.7
%
20.8
%
18.7
%
18.3
%
Second
quarter of 2020 compared with the second quarter of 2019
The Digital Imaging segment’s second quarter of 2020 net sales decreased 4.3%. Operating income for the second quarter of 2020 decreased 9.3%.
The second quarter of 2020 net sales primarily reflected lower sales of X-ray products for dental and medical applications, due in part to deferred patient treatments, and geospatial imaging products, partially offset by greater sales of infrared detectors for defense applications and $3.0 million in incremental sales from a 2019 acquisition. The decrease in operating income in the second quarter of 2020 primarily reflected the impact of lower sales.
The second quarter of 2020 cost of sales decreased $1.2 million and primarily reflected the impact of lower sales. Cost of sales as a percentage of net sales for the
second quarter of 2020 increased to 57.2% from 55.2%. Second quarter 2020 selling, general and administrative expenses decreased $4.8 million reflecting the impact of lower sales and lower research and development expense. The selling, general and administrative expense percentage decreased to 23.1% in the second quarter of 2020 from 24.0% and reflected the impact lower research and development expense.
First six months of 2020 compared with the first six months of 2019
The Digital Imaging segment’s first six months of 2020 net sales increased 0.7%. Operating income for the first six months of 2020 increased 2.7%.
The first six months of 2020 net sales primarily reflected higher sales of infrared detectors for defense applications and MEMS products, partially offset by lower sales of X-ray products for dental and medical applications, due in
part to deferred patient treatments, as well as geospatial imaging products. The first six months of 2020 also included $5.7 million in sales from recent acquisitions. The increase in operating income in the first six months of 2020 primarily reflected the impact of higher sales and lower research and development expense.
The first six months of 2020 cost of sales increased $4.7 million and reflected the impact of higher sales. The cost of sales percentage in 2020 increased slightly to 58.1% compared with 57.6%. Selling, general and administrative expenses, including research and development expense, increased to $90.6 million in the first six months of 2020, from $88.2 million and reflected the impact of higher net sales, partially offset by lower research and development expense. The selling, general and administrative expense percentage decreased to 23.2% in the first six months of 2020 from 24.1% and reflected the
impact of lower research and development expense.
Selling,
general and administrative expenses % of net sales
20.4
%
19.7
%
20.5
%
19.8
%
Operating income as a % of net sales
12.2
%
21.9
%
10.3
%
20.8
%
Second
quarter of 2020 compared with the second quarter of 2019
The Aerospace and Defense Electronics segment’s second quarter of 2020 net sales decreased 18.7%. Operating income for the second quarter of 2020 decreased 54.7%.
The second quarter of 2020 net sales reflected $26.9 million of lower sales for aerospace electronics and lower sales of $6.0 million for defense and space electronics. The continued weakness in the commercial aerospace industry, due to COVID-19, has negatively affected sales of aerospace electronics. Reduced sales of defense and space electronics resulted from the OneWeb program. The decrease in operating income the second quarter of 2020 reflected impact of lower sales and $4.9 million in higher severance and facility consolidation costs.
The second quarter of 2020 cost of sales decreased $6.4 million and reflected
the impact of lower sales, partially offset by higher severance and facility consolidation costs. Cost of sales as a percentage of net sales for the second quarter of 2020 increased to 67.4% from 58.4% and reflected impact of higher severance and facility consolidation costs. Selling, general and administrative expenses, including research and development expense, decreased to $29.2 million in the second quarter of 2020 from $34.6 million and primarily reflected the impact of lower sales. The selling, general and administrative expense percentage increased slightly to 20.4% in the second quarter of 2020 from 19.7%.
First six months of 2020 compared with the first six months of 2019
The Aerospace and Defense Electronics segment’s first six months of 2020 net sales decreased 12.6%. Operating income for the first six months of 2020 decreased 56.5%.
The
first six months of 2020 net sales reflected $47.0 million of lower sales for aerospace electronics, partially offset by higher sales of $3.8 million for defense and space electronics. The continued weakness in the commercial aerospace industry, due to COVID-19, has negatively affected sales of aerospace electronics. The decrease in operating income in the first six months of 2020 primarily reflected the impact of lower sales and $12.9 million of higher severance, facility consolidation and certain changes in contract cost estimates.
The first six months of 2020 cost of sales increased by $3.8 million and reflected the impact of higher severance and facility consolidation costs, partially offset by lower sales. Cost of sales as a percentage of sales for the first six months of 2020 increased to 69.2% from 59.4% in the first six months
of 2019 and reflected impact of higher severance and facility consolidation costs. Selling, general and administrative expenses, including research and development expense, decreased to $61.3 million in the first six months of 2020, compared with $68.1 million for the first six months of 2019 and primarily reflected the impact of lower sales. The selling, general and administrative expense percentage increased slightly to 20.5% in the first six months of 2020, compared with 19.8%.
Selling, general and administrative expenses % of net sales
7.8
%
7.8
%
7.4
%
7.6
%
Operating
income as a % of net sales
10.9
%
9.6
%
11.3
%
8.4
%
Second quarter of 2020 compared with the second quarter of 2019
The Engineered Systems segment’s second quarter of 2020 net sales increased 6.4%. Operating income increased 20.0%.
The second quarter of 2020 net sales reflected higher sales of $5.8 million of engineered products and $1.5 million for turbine
engines, partially offset by lower sales of $1.3 million of energy systems. The higher sales of engineered products and services primarily reflected increased sales from marine, nuclear and other manufacturing programs, as well as electronic manufacturing services products. Turbine engine sales reflected greater sales of Harpoon missile engines. Operating income in the second quarter of 2020 reflected the impact of higher sales and greater mix of manufacturing programs.
The second quarter of 2020 cost of sales increased $3.7 million and reflected the impact of higher sales. Cost of sales as a percentage of net sales for the second quarter of 2020 decreased to 81.3% from 82.6%. Selling, general and administrative expenses was $7.8 million for the second quarter of 2020 compared with $7.3 million in 2019. The selling, general and administrative expense percentage was 7.8% for the both the second quarter of 2020 and 2019.
First
six months of 2020 compared with the first six months of 2019
The Engineered Systems segment’s first six months of 2020 net sales increased 7.0%. Operating income for the first six months of 2020 increased 44.2%.
The first six months of 2020 net sales reflected higher sales of $8.6 million of engineered products and services and $5.2 for turbine engines, partially offset by $1.0 million of lower sales of energy systems products. The higher sales of engineered products and services, primarily reflected increased sales from marine, nuclear and other manufacturing programs, as well as electronic manufacturing services products, partially offset by lower sales related to missile defense. The higher sales of turbine engines reflected increased sales for the Harpoon missile program. Operating income in the first six months of 2020 reflected the impact of higher sales.
The
first six months of 2020 cost of sales increased by $5.5 million and primarily reflected the impact of higher sales. Cost of sales as a percentage of sales for the first six months of 2020 decreased to 81.3% from 84.0%. Selling, general and administrative expenses, including research and development expense, increased to $14.4 million for the first six months of 2020, compared with $13.9 million for the first six months of 2019 and primarily reflected the impact of higher sales. The selling, general and administrative expense percentage decreased slightly to 7.4% for the first six months of 2020 compared with 7.6%.
Financial Condition, Liquidity and Capital Resources
Our net cash provided by operating activities was $232.2 million for the first six months of
2020, compared with net cash provided by operating activities of $163.3 million. The higher cash provided by operating activities in the first six months of 2020 reflected improved accounts receivable collections and $33.4 million of deferred tax payments, as well as, cash flow from recent acquisitions.
Our net cash used by investing activities was $65.7 million for the first six months of 2020, compared with net cash used by investing activities of $261.6 million. The 2020 and 2019 first six months included $29.0 million and $222.5 million, respectively, for recent acquisitions. On January 5, 2020, we acquired OakGate for $28.5 million in cash. In February 2019, we acquired the scientific imaging businesses of Roper Technologies, Inc. for $224.8 million in cash. Capital expenditures for the first six months of 2020 and 2019 were $36.8 million and $39.4 million, respectively. Our
goodwill was $2,061.3 million at June 28, 2020 and $2,050.5 million at December 29, 2019. Goodwill resulting from the acquisition of OakGate will not be deductible for tax purposes. Teledyne’s net acquired intangible assets were $409.2 million at June 28, 2020 and $430.8 million at December 29, 2019. The decrease in the balance of net acquired intangible assets primarily reflected amortization of acquired intangible assets. The Company is in the process of specifically identifying the amount to be assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the OakGate acquisition and the gas and flame detection
business and the Micralyne acquisitions since there was insufficient time between the acquisition dates and the end of the period to finalize the analysis.
Financing activities provided cash of $27.8 million for the first six months of 2020, compared with cash provided by financing activities of $64.6 million. Proceeds from the exercise of stock options were $28.2 million for the first six months of 2020 compared with $20.7 million for the first six months of 2019.
Total debt at June 28, 2020 was $851.4 million. At June
28, 2020, $125.0 million was outstanding under the $750.0 million credit facility. At June 28, 2020, Teledyne had $25.8 million in outstanding letters of credit. Available borrowing capacity under the $750.0 million credit facility, which is reduced by borrowings and certain outstanding letters of credit, was $614.5 million at June 28, 2020. The credit agreements require the Company to comply with various financial and operating covenants and at June 28, 2020, the Company was in compliance with these covenants.
Our principal cash and capital requirements are to fund working capital needs, capital expenditures,
income tax payments, pension contributions, debt service requirements and the stock repurchase program, as well as acquisitions. It is anticipated that operating cash flow, together with available borrowings under the credit facility described below, will be sufficient to meet these requirements over the next twelve months. We may raise debt capital, depending on financial, market and economic conditions. We may need to raise additional capital to support acquisitions. We currently expect to spend approximately $70.0 million for capital expenditures in 2020, of which $36.8 million has been spent in the first six months of 2020. No cash pension contributions have been made since 2013 or are planned for the remainder of 2020 for the domestic qualified pension plan.
As of June 28, 2020, the Company had
an adequate amount of margin between required financial covenant ratios (as required by applicable credit agreements) and our actual ratios. At June 28, 2020, the required financial ratios and the actual ratios were as follows:
$750.0 million Credit Facility expires March 2024 and $150.0 million term loan due October 2024 (issued October 2019)
Financial Covenants
Requirement
Actual Measure
Consolidated
Leverage Ratio (Net Debt/EBITDA) (a)
No more than 3.25 to 1
1.46 to 1
Consolidated Interest Coverage Ratio (EBITDA/Interest) (b)
No less than 3.0 to 1
32.9 to 1
$575.5 million Private Placement Senior Notes due from September 2020 to 2024
Financial Covenants
Requirement
Actual
Measure
Consolidated Leverage Ratio (Net Debt/EBITDA) (a)
No more than 3.25 to 1
1.46 to 1
Consolidated Interest Coverage Ratio (EBITDA/Interest) (b)
No less than 3.0 to 1
32.9 to 1
a) The Consolidated Leverage Ratio is equal to Net Debt/EBITDA as defined in our private placement note purchase agreement and our $750.0 million credit agreement.
b) The Consolidated Interest Coverage Ratio is equal to EBITDA/Interest as defined in our private placement note purchase agreement and our
$750.0 million credit agreement.
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.
Critical Accounting Policies
Our critical accounting policies 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: revenue recognition; accounting for pension plans; accounting for business combinations, goodwill, acquired intangible assets and other long-lived 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 these 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 2019 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, earnings, operating margin, growth opportunities, acquisitions, product sales, capital expenditures, pension matters, stock option compensation expense, the credit facility, interest expense, severance, relocation and facility consolidation costs, environmental remediation costs, stock repurchases, taxes, exchange rate fluctuations and strategic plans. Forward-looking statements are generally accompanied by words such as “estimate”, “project”, “predict”, “believes” 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 the anticipated results, including: disruptions in the global economy caused by the spread of the COVID-19 pandemic resulting in production, supply, contractual and other disruptions, including facility closures and furloughs and travel restrictions; 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 the COVID-19 pandemic;
the outcome of the OneWeb bankruptcy; impacts from the United Kingdom’s exit from the European Union; uncertainties related to the policies of the U.S. Presidential Administration and uncertainties related to the 2020 Presidential and Congressional elections; the imposition and expansion of, and responses to, trade sanctions and tariffs; escalating economic and diplomatic tension between China and the United States; and threats to the security of our confidential and proprietary information, including cyber security threats. 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, could further negatively affect our businesses that supply the oil and gas industry. Disruptions from the production delay of Boeing’s 737 Max aircraft and continued weakness in the commercial aerospace industry due to the COVID-19 pandemic will negatively affect our aerospace
electronics businesses. 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 the company’s 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 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.
While we believe our internal and disclosure control systems are effective, there are inherent limitations in all control systems, and misstatements due to error or fraud may occur and not be detected.
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 Teledyne’s 2019 Form 10-K and subsequent Quarterly Reports
on Form 10-Q.
We assume no duty to publicly update or revise any forward-looking statements, whether as a result of new information or otherwise.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Except as set forth below, there were no material changes to the information provided under “Item 7A, Quantitative and Qualitative Disclosure About Market Risk” included in our 2019 Form 10-K.
Market Risk
Teledyne transacts business in various foreign currencies and has international sales and expenses
denominated in foreign currencies, subjecting the Company to foreign currency risk. The Company’s primary objective is to protect the United States dollar value of future cash flows and minimize the volatility of reported earnings. 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. The Company has converted U.S. dollar denominated, variable rate and fixed rate debt obligations of a European subsidiary, into euro fixed rate obligations using a receive float, pay fixed cross currency swap, and a receive fixed, pay fixed cross currency swap. These cross currency swaps are designated as cash flow hedges. In addition, the Company has converted domestic U.S. variable rate debt to fixed rate debt using a receive variable, pay fixed interest rate swap. The interest rate swap is also designated as a cash flow hedge.
Notwithstanding our efforts to mitigate portions of our foreign currency exchange rate risks, there can be no assurance that our hedging activities will adequately protect us against the risks associated with foreign currency fluctuations. A hypothetical 10 percent price change in the U.S. dollar from its value at June 28, 2020 would result in a decrease or increase in the fair value of our foreign currency forward contracts designated as cash flow hedges to buy Canadian dollars and to sell U.S. dollars by approximately $9.3 million. A hypothetical 10 percent price change in the U.S. dollar from its value at June 28, 2020 would result
in a decrease or increase in the fair value of our foreign currency forward contracts designated as cash flow hedges to buy British Pounds and to sell U.S. dollars by approximately $0.6 million. For additional information, see Derivative Instruments discussed in Note 4 to these condensed consolidated financial statements.
Market Risk Disclosure
We are exposed to market risk through the interest rate on our borrowings under our $750.0 million credit facility and our $150.0 million term loan. As of June 28, 2020, we had $125.0 million in outstanding under our credit facility and $150.0 million outstanding under our term loan
for a total $275.0 million. A 100 basis point increase in interest rates would result in an increase in annual interest expense of approximately $2.75 million, assuming the $275.0 million in debt was outstanding for the full year. A hypothetical 10 percent price change in the U.S. dollar from its value at June 28, 2020 would result in a decrease or increase in the fair value of our Euro/U.S. Dollar cross currency swap designated as a cash flow hedge by approximately $28.9 million. A hypothetical 10 percent increase in the U.S. interest rates at March 29, 2020 would result in an increase in the fair value of our U.S. dollar interest rate swap designated as a cash flow hedge by approximately $3.0 million.
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 28, 2020, are effective at the reasonable assurance level.
In connection with our evaluation during the quarterly period ended June 28, 2020, 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 11 -- Lawsuits, Claims, Commitments, Contingencies and Related Matters.”
Item 1A.
Risk Factors
There are no material changes to the risk factors previously disclosed in our 2019 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 COVID-19 risks and Part I Item 3, Quantitative and Qualitative Disclosures About Market Risk, for updated disclosures about interest rate exposure and exchange rate risks.
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.
