UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): April 23, 2008
Teledyne Technologies Incorporated
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-15295
(Commission File Number)
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25-1843385
(I.R.S. Employer Identification No.)
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1049 Camino Dos Rios
Thousand Oaks, California
(Address of principal executive offices)
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91360-2362
(Zip Code)
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Registrants telephone number, including area code: (805) 373-4545
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.
13e-4(c))
Exhibit 99.1
(Logo Omitted)
Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, CA 91360-2362
TELEDYNE TECHNOLOGIES REPORTS
FIRST QUARTER RESULTS
THOUSAND OAKS, Calif. April 23, 2008 Teledyne Technologies Incorporated (NYSE:TDY)
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Revenue increased 17.2% to $451.8 million compared with last year
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Earnings per diluted share increased 35.1% to $0.77 compared with last year
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Completed four strategic acquisitions
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Raising 2008 earnings per share outlook
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Teledyne Technologies today reported first quarter 2008 sales of $451.8 million, compared with
sales of $385.6 million for the same period of 2007. Net income for the first quarter of 2008 was
$27.9 million ($0.77 per diluted share), compared with net income of $20.5 million ($0.57 per
diluted share) in the first quarter of 2007.
We started 2008 with record sales and earnings per share. Operating margin increased 99 basis
points, and earnings per share increased 35.1% compared with last year. This was the twenty-fifth
consecutive quarter of year-over-year earnings growth, said Robert Mehrabian, chairman, president
and chief executive officer. In a world of rising energy prices, heightened pollution concerns
and turbulent financial markets, we believe Teledyne remains strategically well positioned. For
example, Teledynes marine and environmental instrumentation businesses, which are leveraged to
offshore energy exploration and production, as well as environmental monitoring markets, performed
exceptionally well in the first quarter, with strong organic growth bolstered by our recent
acquisitions. We completed four strategic acquisitions during the quarter, and despite tighter
credit markets, we were able to increase availability under our credit facility with no increase in
marginal borrowing cost.
Review of Operations
(comparisons are with the first quarter of 2007, unless noted otherwise)
In the fourth quarter of 2007, the company realigned Teledyne Energy Systems, Inc., Teledyne
Turbine Engines and Teledyne Battery Products in a new segment called Energy and Power Systems. In
addition, the Systems Engineering Solutions segment was renamed Engineered Systems. Previously
reported segment financial data for the first quarter of 2007 reflects the new segment presentation
to enhance comparability between periods.
-5-
Electronics and Communications
The Electronics and Communications segments first quarter 2008 sales were $301.3 million, compared
with $248.3 million, an increase of 21.3%. First quarter 2008 operating profit was $40.3 million,
compared with operating profit of $30.2 million, an increase of 33.4%.
The first quarter 2008 sales improvement resulted from revenue growth in electronic
instruments, defense electronics, and other commercial electronics. The revenue growth in
electronic instruments was driven by organic sales growth and the acquisition of assets of D.G.
OBrien, Inc. in March 2007, the acquisition of assets of Impulse Enterprise (Impulse) on
December 31, 2007, the acquisition of Storm Products Co. (Storm) on December 31, 2007 and the
acquisition of S G Brown Limited and its wholly-owned subsidiary TSS (International) Limited
(together TSS International) on January 31, 2008. Organic sales growth in electronic instruments
reflected increased sales of geophysical sensors for the energy exploration market. The revenue
growth in defense electronics was driven by organic sales growth, the acquisition of Storm on
December 31, 2007 and the acquisition of assets of Judson Technologies, LLC (Judson) on February
1, 2008. Higher sales of other commercial electronics primarily reflected increased avionics
sales, partially offset by lower sales of medical electronic manufacturing services. The increase
in segment revenue in the first quarter of 2008 from acquisitions made since the end of the fourth
quarter of 2006 was $31.8 million. Operating profit was favorably impacted by revenue from
acquisitions, organic sales growth and sales mix and lower LIFO expense of $0.4 million.
Engineered Systems
The Engineered Systems segments first quarter 2008 sales were $83.5 million, compared with $73.9
million, an increase of 13.0%. First quarter 2008 operating profit was $8.1 million, compared with
operating profit of $6.5 million, an increase of 24.6%.
The first quarter 2008 sales improvement primarily reflected revenue growth in aerospace programs.
Operating profit in the first quarter of 2008 reflected the impact of higher revenue, partially
offset by lower margins in certain environmental programs. Operating profit also included pension
expense under SFAS No. 87 and No. 158, of $1.2 million in the first quarter of 2008, compared with
$1.6 million. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting
Standards (CAS) was $1.8 million in the first quarter of 2008, compared with $2.0 million.
Aerospace Engines and Components
The Aerospace Engines and Components segments first quarter 2008 sales were $46.5 million,
compared with $46.4 million, an increase of 0.2%. First quarter 2008 operating profit was $4.6
million, compared with $6.0 million, a decrease of 23.3%. Operating profit for the first quarter
of 2008 reflected sales mix differences.
Energy and Power Systems
The Energy and Power Systems segments first quarter 2008 sales were $20.5 million, compared with
$17.0 million, an increase of 20.6%. First quarter 2008 operating profit was $2.2 million,
compared with $1.8 million, an increase of 22.2%.
First quarter 2008 sales reflected higher commercial hydrogen generators and government power
systems sales, partially offset by lower sales in the turbine engine business. Operating profit
reflected higher margins and sales in the hydrogen generator business, which were partially offset
by the impact of lower sales and lower margins in the turbine engine business.
-6-
Additional Financial Information
(comparisons are with the first quarter of 2007, unless noted
otherwise)
Cash Flow
Cash provided by operating activities was $22.6 million for the first quarter of 2008, compared
with $36.5 million. The lower cash provided by operating activities in 2008 was primarily due to
increased working capital requirements and higher pension contributions. Free cash flow (cash from
operating activities less capital expenditures) was $13.9 million for the first quarter of 2008,
compared with free cash flow of $24.2 million and reflected lower cash flow from operations. At
March 30, 2008, total debt was $300.4 million, which includes $295.0 million drawn on available
credit lines, as well as other debt and capital lease obligations. In the first quarter of 2008,
Teledyne Technologies completed four acquisitions for a total of $164.2 million in cash. The
acquisitions were funded primarily from borrowings from our $590.0 million credit facility. Cash
and cash equivalents were $21.2 million at March 30, 2008. The company also received $1.8 million
from the exercise of employee stock options in the first quarter of 2008, compared with $1.6
million. Capital expenditures for the first quarter of 2008 were $8.7 million, compared with $12.3
million. Depreciation and amortization expense for the first quarter of 2008 was $10.7 million,
compared with $7.7 million.
Free Cash Flow(a)
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First
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First
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Quarter
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Quarter
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(in millions, brackets indicate use of funds)
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2008
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2007
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Cash provided by operating activities
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$
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22.6
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$
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36.5
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Capital expenditures for property, plant and equipment
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(8.7
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(12.3
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Free cash flow
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$
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13.9
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$
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24.2
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(a)
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The company defines free cash flow as cash
provided by operating activities (a measure prescribed by
generally accepted accounting principles) less capital
expenditures for property, plant and equipment. The company
believes that this supplemental non-GAAP information is useful
to assist management and the investment community in analyzing
the companys ability to generate cash flow.
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Pension
Pension expense was $2.3 million for the first quarter of 2008 and $3.0 million for the first
quarter of 2007, in accordance with the pension accounting requirements of SFAS No. 87 and No. 158.
Pension expense allocated to contracts pursuant to CAS was $2.3 million for the first quarter of
2008 and $2.5 million for the first quarter of 2007. Pension expense determined allowable under
CAS can generally be recovered through the pricing of products and services sold to the U.S.
Government.
Income Taxes
The effective tax rate for the first quarter of 2008 was 35.9% compared with 37.7%. The company
completed an analysis of research and development spending for 2007, as well as the base period
years, and anticipates the receipt of income tax refunds for the 2007 tax year. The effective tax
rate for the first quarter of 2008 reflects the impact of an expected research and development
income tax refund of $1.3 million for the 2007 tax year. Excluding this item, the companys
effective tax rate for the first quarter of 2008 would have been 38.8%. The effective tax rate for
the first quarter of 2007 reflects the reversal of $0.5 million in income tax contingency reserves
which were determined to be no longer needed due to the completion of state tax audits and the
expiration of applicable statutes of limitations. Excluding this item, the companys effective tax
rate for the first quarter of 2007 would have been 39.0%.
-7-
Stock Option Compensation Expense
For the first quarter of 2008, the company recorded a total of $1.9 million in stock option
expense, of which $0.6 million was recorded as corporate expense and $1.3 million was recorded in
the operating segment results. For the first quarter of 2007, the company recorded a total of $1.7
million in stock option expense, of which $0.6 million was recorded as corporate expense and $1.1
million was recorded in the operating segment results.
Other
Interest expense, net of interest income, was $3.0 million for the first quarter of 2008, compared
with $3.6 million, and primarily reflected lower outstanding debt levels and lower average interest
rates. However, interest expense is expected to increase due to debt incurred for recent
acquisitions. Other income and expense included higher deferred compensation expenses. Corporate
expense was $7.5 million for the first quarter of 2008, compared with $7.6 million. Minority
interest reflects the minority ownership interests in Ocean Design, Inc. and Teledyne Energy
Systems, Inc.
Outlook
Based on its current outlook, the companys management believes that second quarter 2008 earnings
per diluted share will be in the range of approximately $0.72 to $0.74. The full year 2008
earnings per diluted share outlook is expected to be in the range of approximately $2.98 to $3.06,
an increase from the prior outlook of $2.86 to $2.94. The companys 2008 outlook reflects
anticipated sales growth in its defense electronics and instrumentation businesses, due primarily
to the recent acquisitions. In addition, the companys second quarter and full year 2008 earnings
per diluted share outlook reflects an anticipated increase in expenses, including intangible asset
amortization and higher interest expense, as a result of these acquisitions. The companys
estimated effective tax rate for 2008 is expected to be 39.0%, excluding expected research and
development income tax refunds of $1.3 million recorded in the first quarter of 2008.
The full year 2008 earnings outlook includes approximately $10.0 million in pension expense under
SFAS No. 87 and No. 158, or $0.6 million in net pension expense after recovery of allowable pension
costs from our CAS covered government contracts. Full year 2007 earnings included $11.9 million in
pension expense under SFAS No. 87 and No. 158, or $1.7 million in net pension expense after
recovery of allowable pension costs from our CAS covered government contracts. The decrease in
full year 2008 pension expense reflects pension contributions made in 2007.
-8-
The companys 2008 earnings outlook also reflects $7.8 million in stock option compensation
expense. The companys 2007 earnings included $6.8 million in stock option compensation expense.
EARNINGS PER SHARE SUMMARY (a)
(Diluted earnings per common share from continuing operations)
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2008 Full Year Outlook
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2007
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2006
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Low
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High
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Actual
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Actual
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Earnings per share (excluding net pension
expense, stock option expense and income
tax benefit)
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$
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3.08
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$
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3.16
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$
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2.72
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$
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2.36
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Pension expense SFAS No. 87 and No. 158
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(0.17
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(0.17
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(0.21
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(0.27
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Pension expense CAS (b)
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0.16
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0.16
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0.18
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0.18
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Earnings per share (excluding stock
option expense and income tax benefit)
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3.07
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3.15
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2.69
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2.27
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Stock option expense (c)
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(0.13
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(0.13
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(0.12
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(0.10
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Income tax benefit (d)
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0.04
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0.04
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0.15
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0.09
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Earnings per share GAAP
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$
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2.98
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$
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3.06
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$
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2.72
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$
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2.26
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(a)
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The company believes that this supplemental non-GAAP information is useful to assist
management and the investment community in analyzing the financial results and trends of
ongoing operations. The table facilitates comparisons with prior periods and reflects a
measurement management uses to analyze financial performance.
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(b)
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Pension expense determined allowable under CAS can generally be recovered through the pricing
of products and services sold to the U.S. Government.
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(c)
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Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) and began
recording stock option compensation expense.
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(d)
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Fiscal year 2008 reflects income tax credits of $1.3 million in the first quarter of 2008.
Fiscal year 2007 reflects income tax credits of $4.4 million and also reflects the reversal of
$1.1 million in income tax contingency reserves for the year which were determined to be no
longer needed due to the completion of state tax audits and the expiration of applicable
statutes of limitations. Fiscal year 2006 included the reversal of income tax contingency
reserves of $3.3 million, which were determined to be no longer needed due to the expiration
of applicable statutes of limitations.
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-9-
Forward-Looking Statements Cautionary Notice
This press release contains forward-looking statements, as defined in the Private Securities
Litigation Reform Act of 1995, relating to earnings, growth opportunities, product sales, pension
matters, stock option compensation expense, taxes and strategic plans. All statements made in this
press release that are not historical in nature should be considered forward-looking. Actual
results could differ materially from these forward-looking statements. Many factors, including
changes in demand for products sold to the defense electronics, instrumentation and energy
exploration and production, commercial aviation, semiconductor and communications markets, funding,
continuation and award of government programs, continued liquidity of our customers (including
commercial aviation customers) and economic and political conditions, could change the anticipated
results. In addition, financial market fluctuations affect the value of the companys pension
assets.
Global responses to terrorism and other perceived threats increase uncertainties associated with
forward-looking statements about our businesses. Various responses to terrorism and perceived
threats could realign government programs and affect the composition, funding or timing of our
programs. Flight restrictions would negatively impact the market for general aviation aircraft
piston engines and components. Changes in the leadership of the U.S. Government could result, over
time, in reductions in defense spending and further changes in programs in which the company
participates.
The company continues to take action to assure compliance with the internal controls, disclosure
controls and other requirements of the Sarbanes-Oxley Act of 2002. While the company believes its
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.
Teledyne Technologies growth strategy includes possible acquisitions. The company cannot provide
any assurance as to when, if or on what terms any other acquisitions will be made. Acquisitions
involve various inherent risks, such as, among others, our ability to integrate acquired businesses
and retain customers and to achieve identified financial and operating synergies.
Additional information concerning factors that could cause actual results to differ materially from
those projected in the forward-looking statements is contained in Teledyne Technologies periodic
filings with the Securities and Exchange Commission, including its 2007 Annual Report on Form 10-K.
The company assumes no duty to update forward-looking statements.
A live webcast of Teledyne Technologies first quarter earnings conference call will be held at
11:00 a.m. (Eastern) on Wednesday, April 23, 2008. To access the call, go to
www.companyboardroom.com or www.teledyne.com approximately ten minutes before the scheduled start
time. A replay will also be available for one month at these same sites starting at 12:00 p.m.
(Eastern) on Wednesday, April 23, 2008.
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Investor Contact:
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Jason VanWees
(805) 373-4542
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Media Contact:
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Robyn McGowan
(805) 373-4540
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###
-10-
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED
MARCH 30, 2008 AND APRIL 1, 2007
(Unaudited In millions, except per share amounts)
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First
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First
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Quarter
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Quarter
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2008
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2007
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Net sales
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$
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451.8
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$
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385.6
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Costs and expenses:
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Costs of sales
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315.3
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272.0
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Selling, general and administrative expenses
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88.8
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76.7
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Total costs and expenses
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404.1
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348.7
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Income before other income and (expense) and taxes
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47.7
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36.9
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Other income (expense), net
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(0.2
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0.3
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Minority interest
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(1.0
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(0.7
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Interest expense, net
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(3.0
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(3.6
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Income before income taxes
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43.5
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32.9
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Provision for income taxes (a)
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15.6
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12.4
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Net income
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$
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27.9
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$
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20.5
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Diluted earnings per common share
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$
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0.77
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$
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0.57
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Weighted average diluted common shares outstanding
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36.3
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35.8
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(a)
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The first quarter of 2008 includes income tax credits of $1.3
million. The first quarter of 2007 includes the reversal of $0.5
million in income tax contingency reserves which were determined to be
no longer needed due to the expiration of applicable statutes of
limitations.
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TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE MONTHS ENDED
MARCH 30, 2008 AND APRIL 1, 2007 (a)
(Unaudited In millions)
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First
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First
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Quarter2008
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Quarter 2007
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% Change
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Net sales:
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Electronics and Communications
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$
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301.3
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$
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248.3
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21.3
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%
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Engineered Systems
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83.5
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73.9
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13.0
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%
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Aerospace Engines and Components
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46.5
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46.4
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0.2
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%
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Energy and Power Systems
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20.5
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17.0
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20.6
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%
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Total net sales
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$
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451.8
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$
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385.6
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17.2
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%
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Operating profit and other segment income:
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Electronics and Communications
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$
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40.3
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$
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30.2
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33.4
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%
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Engineered Systems
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8.1
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6.5
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24.6
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%
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Aerospace Engines and Components
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4.6
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6.0
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(23.3
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)%
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Energy and Power Systems
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2.2
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1.8
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22.2
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%
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Segment operating profit and other
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$
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$
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24.0
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%
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segment income
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55.2
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44.5
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Corporate expense
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(7.5
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)
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|
|
(7.6
|
)
|
|
|
(1.3
|
)%
|
|
Other income (expense), net
|
|
|
(0.2
|
)
|
|
|
0.3
|
|
|
|
*
|
%
|
|
Minority interest
|
|
|
(1.0
|
)
|
|
|
(0.7
|
)
|
|
|
42.9
|
%
|
|
Interest expense, net
|
|
|
(3.0
|
)
|
|
|
(3.6
|
)
|
|
|
(16.7
|
)%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
43.5
|
|
|
|
32.9
|
|
|
|
32.2
|
%
|
|
Provision for income taxes (b)
|
|
|
15.6
|
|
|
|
12.4
|
|
|
|
25.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
27.9
|
|
|
$
|
20.5
|
|
|
|
36.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
Previously reported information for the first
quarter of 2007 was changed to reflect the current segment
structure effective in the fourth quarter of 2007.
|
|
|
|
(b)
|
|
The first quarter of 2008 includes income tax
credits of $1.3 million. The first quarter of 2007 includes the
reversal of $0.5 million in income tax contingency reserves which
were determined to be no longer needed due to the expiration of
applicable statutes of limitations.
|
|
|
|
*
|
|
percentage change not meaningful
|
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
MARCH 30, 2008 AND DECEMBER 30, 2007
(Current period unaudited In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
March 30,
|
|
|
December 30,
|
|
|
|
|
2008
|
|
|
2007
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
21.2
|
|
|
$
|
13.4
|
|
|
Accounts receivable, net
|
|
|
282.1
|
|
|
|
241.1
|
|
|
Inventories, net
|
|
|
204.2
|
|
|
|
174.6
|
|
|
Deferred income taxes, net
|
|
|
36.6
|
|
|
|
34.5
|
|
|
Prepaid expenses and other assets
|
|
|
15.9
|
|
|
|
13.1
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
560.0
|
|
|
|
476.7
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
187.2
|
|
|
|
177.2
|
|
|
Deferred income taxes, net
|
|
|
49.9
|
|
|
|
56.9
|
|
|
Goodwill and acquired intangible assets, net
|
|
|
547.7
|
|
|
|
413.3
|
|
|
Other assets, net
|
|
|
36.8
|
|
|
|
35.3
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,381.6
|
|
|
$
|
1,159.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
122.9
|
|
|
$
|
105.1
|
|
|
Accrued liabilities
|
|
|
160.8
|
|
|
|
157.1
|
|
|
Current portion of long-term debt and capital lease
|
|
|
0.9
|
|
|
|
0.8
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
284.6
|
|
|
|
263.0
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligation
|
|
|
299.5
|
|
|
|
142.4
|
|
|
Other long-term liabilities
|
|
|
232.5
|
|
|
|
223.8
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
816.6
|
|
|
|
629.2
|
|
|
Total stockholders equity
|
|
|
565.0
|
|
|
|
530.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,381.6
|
|
|
$
|
1,159.4
|
|
|
|
|
|
|
|
|
|