A live webcast of Teledyne’s fourth quarter earnings conference call will be held at 11:00 a.m. (Eastern) on Thursday, February 2, 2017. To access the call, go to www.teledyne.com approximately ten minutes before the scheduled start time. A replay will also be available for one month starting at 12:00 p.m. (Eastern) on Thursday, February 2, 2017.
Pending Acquisition of e2v
On December 12, 2016, the board of directors of Teledyne and e2v announced that they had reached agreement on the terms of a recommended cash offer by Teledyne, through a wholly-owned subsidiary, for the entire issued and to be issued share capital of e2v.
On January 25, 2017, the board of e2v announced the results of the court meeting and the general meeting held in connection with the Offer made by Teledyne to be implemented by means of a scheme of arrangement under Part 26 of the Companies Act 2006 (the “Scheme”). At the court meeting and the general meeting, the e2v shareholders voted in favor of the resolution to approve the Scheme at the court meeting; and the e2v shareholders voted to pass the special resolution at the general meeting to approve the implementation of the Scheme.
Notice to Non-UK e2v Shareholders
The Offer is not being made, directly or indirectly, in or into or by use of the mails or any other means or instrumentality (including, without limitation, telephonic or electronic) of interstate or foreign commerce of, or any facility of a national, state or other securities exchange of, a jurisdiction where local laws or regulations may result in a significant risk of civil, regulatory or criminal exposure if information concerning the Offer is sent or made available in that jurisdiction (a “Restricted Jurisdiction”), and no person may vote in favor of the Offer by any such use, means, instrumentality or facility or from within a Restricted Jurisdiction. Accordingly, formal documentation relating to the Offer is not being, and must not be, directly or indirectly, mailed or otherwise forwarded or distributed in, into or from a Restricted Jurisdiction and persons such documentation (including custodians, nominees and trustees) must not distribute or send it in, into or from a Restricted Jurisdiction. In the event that the Offer is implemented by way of a takeover offer and extended into the U.S., Teledyne will do so in satisfaction of the procedural and filing requirements of the U.S. securities laws at that time, to the extent applicable thereto. The Offer relates to the shares of an English company and is being made by means of a scheme of arrangement provided for under the laws of England and Wales. The Scheme relates to the shares of an English company that is a “foreign private issuer” as defined under Rule 3b-4 under the U.S. Exchange Act of 1934 (as amended) (the “U.S. Exchange Act”). A transaction effected by means of a scheme of arrangement is not subject to the shareholder vote, proxy solicitation and tender offer rules under the U.S. Exchange Act. Accordingly, the Scheme will be subject to the disclosure requirements and practices applicable in the UK to schemes of arrangement, which differ from the disclosure requirements and practices of U.S. shareholder vote, proxy solicitation and tender offer rules. However, if Teledyne were to elect to implement the Offer by means of a takeover offer, such takeover offer will be made in compliance with all applicable laws and regulations, including Section 14(e) of the U.S. Exchange Act and Regulation 14E thereunder. Such takeover offer would be made in the U.S. by Teledyne and no one else.
The availability of the Offer to e2v Shareholders who are not resident in and citizens of the United Kingdom may be affected by the laws of the relevant jurisdictions in which they are located or of which they are citizens. Persons who are not resident in the United Kingdom should inform themselves of, and observe, any applicable legal or regulatory requirements of their jurisdictions. Further details in relation to non-UK shareholders are contained in the Offer documentation.
Neither the U.S. Securities and Exchange Commission nor any U.S. state securities commission has approved or disapproved any offer, or passed comment upon the adequacy or completeness of this document.
| TELEDYNE TECHNOLOGIES INCORPORATED | ||||||||||||||||||||
| CONSOLIDATED STATEMENTS OF INCOME | ||||||||||||||||||||
| FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED | ||||||||||||||||||||
| JANUARY 1, 2017 AND JANUARY 3, 2016 | ||||||||||||||||||||
|
(Unaudited - in millions, except per share amounts) |
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Fourth
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Fourth
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Twelve
|
Twelve
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| 2016 | 2015 | 2016 | 2015 | |||||||||||||||||
| Net sales | $ | 552.9 | $ | 594.7 | $ | 2,139.8 | $ | 2,281.5 | ||||||||||||
| Costs and expenses: | ||||||||||||||||||||
| Costs of sales | 340.0 | 372.7 | 1,308.8 | 1,409.6 | ||||||||||||||||
| Selling, general and administrative expenses (a) | 141.8 | 144.9 | 574.1 | 586.3 | ||||||||||||||||
| Total costs and expenses | 481.8 | 517.6 | 1,882.9 | 1,995.9 | ||||||||||||||||
| Operating income | 71.1 | 77.1 | 256.9 | 285.6 | ||||||||||||||||
| Interest expense, net (a) | (6.0 | ) | (6.0 | ) | (23.2 | ) | (23.9 | ) | ||||||||||||
| Other income/(expense), net (a) | (4.4 | ) | (1.7 | ) | 10.8 | 0.4 | ||||||||||||||
| Income before income taxes | 60.7 | 69.4 | 244.5 | 262.1 | ||||||||||||||||
| Provision for income taxes | 7.3 | 13.2 | 51.6 | 64.1 | ||||||||||||||||
| Net income from continuing operations | 53.4 | 56.2 | 192.9 | 198.0 | ||||||||||||||||
| Loss from discontinued operations, net of income taxes | (0.4 | ) | (0.7 | ) | (2.0 | ) | (2.5 | ) | ||||||||||||
| Net income | 53.0 | 55.5 | 190.9 | 195.5 | ||||||||||||||||
| Noncontrolling interest | — | — | — | 0.3 | ||||||||||||||||
| Net income attributable to Teledyne | $ | 53.0 | $ | 55.5 | $ | 190.9 | $ | 195.8 | ||||||||||||
| Diluted earnings per common share: | ||||||||||||||||||||
| Continuing operations | $ | 1.49 | $ | 1.59 | $ | 5.43 | $ | 5.51 | ||||||||||||
| Discontinued operations | (0.01 | ) | (0.02 | ) | (0.06 | ) | (0.07 | ) | ||||||||||||
| Diluted earnings per common share | $ | 1.48 | $ | 1.57 | $ | 5.37 | $ | 5.44 | ||||||||||||
| Weighted average diluted common shares outstanding | 35.9 | 35.4 | 35.5 | 36.0 | ||||||||||||||||
| (a) | The fourth quarter and total year 2016 includes pretax charges of $7.9 million related to the pending acquisition of e2v technologies plc, of which, $1.9 million was recorded to selling, general and administrative expenses, $0.5 million was recorded to interest expense and $5.5 million was recorded as other expense. | |
| TELEDYNE TECHNOLOGIES INCORPORATED | ||||||||||||||||||||||||||||
| SUMMARY OF SEGMENT NET SALES AND OPERATING INCOME | ||||||||||||||||||||||||||||
| FOR THE FOURTH QUARTER AND TWELVE MONTHS ENDED | ||||||||||||||||||||||||||||
| JANUARY 1, 2017 AND JANUARY 3, 2016 | ||||||||||||||||||||||||||||
|
(Unaudited - in millions) |
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Fourth
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Fourth
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%
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Twelve
|
Twelve
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%
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| 2016 | 2015 | 2016 | 2015 | |||||||||||||||||||||||||
| Net sales: | ||||||||||||||||||||||||||||
| Instrumentation | $ | 224.6 | $ | 266.3 | (15.7 | )% | $ | 876.7 | $ | 1,051.1 | (16.6 | )% | ||||||||||||||||
| Digital Imaging | 110.9 | 102.1 | 8.6 | % | 398.7 | 379.0 | 5.2 | % | ||||||||||||||||||||
| Aerospace and Defense Electronics | 151.8 | 148.6 | 2.2 | % | 605.8 | 576.8 | 5.0 | % | ||||||||||||||||||||
| Engineered Systems | 65.6 | 77.7 | (15.6 | )% | 258.6 | 274.6 | (5.8 | )% | ||||||||||||||||||||
| Total net sales | $ | 552.9 | $ | 594.7 | (7.0 | )% | $ | 2,139.8 | $ | 2,281.5 | (6.2 | )% | ||||||||||||||||
| Operating income: | ||||||||||||||||||||||||||||
| Instrumentation | $ | 30.2 | $ | 44.6 | (32.3 | )% | $ | 109.8 | $ | 171.0 | (35.8 | )% | ||||||||||||||||
| Digital Imaging | 15.3 | 11.5 | 33.0 | % | 45.9 | 40.0 | 14.8 | % | ||||||||||||||||||||
| Aerospace and Defense Electronics | 29.1 | 22.4 | 29.9 | % | 115.2 | 88.7 | 29.9 | % | ||||||||||||||||||||
| Engineered Systems | 9.9 | 8.7 | 13.8 | % | 32.1 | 26.1 | 23.0 | % | ||||||||||||||||||||
| Corporate expense (a) | (13.4 | ) | (10.1 | ) | 32.7 | % | (46.1 | ) | (40.2 | ) | 14.7 | % | ||||||||||||||||
| Operating income | 71.1 | 77.1 | (7.8 | )% | 256.9 | 285.6 | (10.0 | )% | ||||||||||||||||||||
| Interest expense, net (a) | (6.0 | ) | (6.0 | ) | — | % | (23.2 | ) | (23.9 | ) | (2.9 | )% | ||||||||||||||||
| Other income/(expense), net (a) | (4.4 | ) | (1.7 | ) | 158.8 | % | 10.8 | 0.4 | * | |||||||||||||||||||
| Income before income taxes | 60.7 | 69.4 | (12.5 | )% | 244.5 | 262.1 | (6.7 | )% | ||||||||||||||||||||
| Provision for income taxes | 7.3 | 13.2 | (44.7 | )% | 51.6 | 64.1 | (19.5 | )% | ||||||||||||||||||||
| Net income from continuing operations | 53.4 | 56.2 | (5.0 | )% | 192.9 | 198.0 | (2.6 | )% | ||||||||||||||||||||
| Loss from discontinued operations, net of income taxes | (0.4 | ) | (0.7 | ) | (42.9 | )% | (2.0 | ) | (2.5 | ) | (20.0 | )% | ||||||||||||||||
| Net income | 53.0 | 55.5 | (4.5 | )% | 190.9 | 195.5 | (2.4 | )% | ||||||||||||||||||||
| Noncontrolling interest | — | — | * | — | 0.3 | (100.0 | )% | |||||||||||||||||||||
| Net income attributable to Teledyne | $ | 53.0 | $ | 55.5 | (4.5 | )% | $ | 190.9 | $ | 195.8 | (2.5 | )% | ||||||||||||||||
| (a) | The fourth quarter and total year 2016 includes pretax charges of $7.9 million related to the pending acquisition of e2v technologies plc, of which, $1.9 million was recorded as corporate expense, $0.5 million was recorded to interest expense and $5.5 million was recorded as other expense. | |
|
* |
not meaningful |
|
| TELEDYNE TECHNOLOGIES INCORPORATED | ||||||||
| CONSOLIDATED CONDENSED BALANCE SHEETS | ||||||||
|
(Unaudited – in millions) |
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| January 1, 2017 | January 3, 2016 | |||||||
| ASSETS | ||||||||
| Cash | $ | 98.6 | $ | 85.1 | ||||
| Accounts receivable, net | 383.7 | 368.6 | ||||||
| Inventories, net | 314.2 | 304.1 | ||||||
| Prepaid expenses and other current assets | 48.0 | 71.5 | ||||||
| Total current assets | 844.5 | 829.3 | ||||||
| Property, plant and equipment, net | 340.8 | 318.8 | ||||||
| Goodwill and acquired intangible assets, net | 1,428.1 | 1,383.5 | ||||||
| Prepaid pension asset | 88.5 | 111.0 | ||||||
| Other assets, net | 69.2 | 74.5 | ||||||
| Total assets | $ | 2,771.1 | $ | 2,717.1 | ||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Accounts payable | $ | 138.8 | $ | 134.2 | ||||
| Accrued liabilities | 261.1 | 240.3 | ||||||
| Short-term debt, current portion of long-term debt and capital lease obligations | 102.0 | 19.1 | ||||||
| Total current liabilities | 501.9 | 393.6 | ||||||
| Long-term debt and capital lease obligations | 515.8 | 761.5 | ||||||
| Other long-term liabilities | 198.3 | 217.9 | ||||||
| Total liabilities | 1,216.0 | 1,373.0 | ||||||
| Total stockholders’ equity | 1,555.1 | 1,344.1 | ||||||
| Total liabilities and stockholders’ equity | $ | 2,771.1 | $ | 2,717.1 | ||||
