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 25, 2007
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
12333 West Olympic Boulevard
Los Angeles, California 90064-1021
(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))
Item 2.02 Results of Operations and Financial Condition
On April 25, 2007, Teledyne Technologies Incorporated issued a press release with respect to its
first quarter 2007 financial results. That press release is attached hereto as Exhibit 99.1, and
is incorporated herein by reference. The information furnished pursuant to this Item 2.02 shall in
no way be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of
1934, as amended.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
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Exhibit 99.1
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Press Release dated April 25, 2007.
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SIGNATURE
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 hereunto duly authorized.
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TELEDYNE TECHNOLOGIES INCORPORATED
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By:
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/s/ Dale A. Schnittjer
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Dale A. Schnittjer
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Senior Vice President and Chief Financial
Officer
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Dated April 25, 2007
- 3 -
EXHIBIT INDEX
Description
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Exhibit 99.1
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Press Release dated April 25, 2007.
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Exhibit 99.1
(Logo Omitted)
Teledyne Technologies Incorporated
1049 Camino Dos Rios
Thousand Oaks, CA 91360-2362
News
Release
TELEDYNE TECHNOLOGIES REPORTS
FIRST QUARTER RESULTS
THOUSAND
OAKS, Calif. April 25, 2007 Teledyne Technologies Incorporated (NYSE:TDY)
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Revenues increased 16.8% to $385.6 million compared to last year
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Earnings per diluted share increased 11.8% to $0.57 compared to last year
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Acquired assets of D.G. OBrien, Inc.
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Raising 2007 earnings per share outlook
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Teledyne Technologies today reported first quarter 2007 sales of $385.6 million, compared with
sales of $330.2 million for the same period of 2006. Net income for the first quarter of 2007 was
$20.5 million ($0.57 per diluted share), compared with net income of $17.9 million ($0.51 per
diluted share) in the first quarter of 2006.
Teledyne started 2007 with a great quarter. Operating margin increased in each business segment
compared to last year, said Robert Mehrabian, chairman, president and chief executive officer.
In addition, free cash flow of $24.2 million was very strong, even though first quarter cash flow
is often seasonally weak compared to other periods. During the quarter, we acquired assets of D.G.
OBrien, Inc., a manufacturer of highly reliable subsea electronic interconnect systems. Having
acquired four marine instrumentation businesses in the last two years, Teledyne has become a leader
in this market.
Review of Operations
(comparisons are with the first quarter of 2006, unless noted otherwise)
Electronics and Communications
The Electronics and Communications segments first quarter 2007 sales were $248.3 million, compared
with $202.0 million, an increase of 22.9%. First quarter 2007 operating profit was $30.2 million,
compared with operating profit of $23.2 million, an increase of 30.2%.
The first quarter 2007 sales improvement resulted primarily from revenue growth in defense
electronics and electronic instruments. The revenue growth in defense electronics was driven by
increased sales of traveling wave tubes, connectors and other defense microwave products.
Additionally, the first quarter included revenue growth from the acquisition of Rockwell Scientific
Company LLC in September 2006 and the acquisition of assets of KW Microwave Corporation in April
2006. The revenue growth in electronic instruments was driven by the acquisition of the majority
interest in Ocean Design, Inc. in August 2006 and the acquisition of Benthos, Inc. in January 2006.
First quarter 2007 organic sales of electronic instruments were slightly lower, as increased sales
of instruments for the industrial and environmental monitoring instrumentation markets were offset
by lower sales of geophysical sensors for the energy exploration market. The increase in segment
revenue in the first quarter of 2007 from acquisitions made since the end of
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2005 was $47.0 million. Operating profit was favorably impacted by revenue from acquisitions and
sales mix.
Systems Engineering Solutions
The Systems Engineering Solutions segments first quarter 2007 sales were $73.9 million, compared
with $68.9 million, an increase of 7.3%. First quarter 2007 operating profit was $6.5 million,
compared with operating profit of $5.9 million, an increase of 10.2%.
First quarter 2007 sales reflected revenue growth in aerospace and defense programs, partially
offset by lower environmental sales and included $3.8 million in revenue from the acquisition of
CollaborX, Inc. in August 2006. Operating profit in the first quarter of 2007 reflected the impact
of higher revenue, partially offset by lower margins in certain defense programs and amortization
expenses associated with the acquisition of CollaborX, Inc. Operating profit also included pension
expense under SFAS No. 87 and No. 158, of $1.6 million in the first quarter of 2007, compared with
$2.4 million. Pension expense allocated to contracts pursuant to U.S. Government Cost Accounting
Standards (CAS) was $2.0 million in the first quarter of 2007, compared with $2.1 million.
Aerospace Engines and Components
The Aerospace Engines and Components segments first quarter 2007 sales were $58.1 million,
compared with $53.1 million, an increase of 9.4%. The first quarter 2007 operating profit was $7.7
million, compared with $6.3 million, an increase of 22.2%.
The higher first quarter 2007 sales resulted primarily from higher aftermarket piston engine, spare
parts and turbine engine sales. The higher turbine engine sales for 2007 reflected higher Harpoon
engine sales and higher research and development sales, partially offset by lower Joint
Air-to-Surface Standoff Missile (JASSM) engine sales. Operating profit for the first quarter of
2007 reflected the impact of higher sales and improved operating performance, as well as a
favorable mix of higher margin sales in the military turbine engine business. Operating profit for
the first quarter of 2006 included the receipt of the final $2.5 million payment pursuant to an
agreement with Honda Motor Co., Ltd. related to the piston engine business.
Energy Systems
The Energy Systems segments first quarter 2007 sales were $5.3 million, compared with $6.2
million, a decrease of 14.5%. Operating profit was $0.1 million for the first quarter of 2007
compared with break even operating profit.
First quarter 2007 sales primarily reflected lower commercial hydrogen generator sales, partially
offset by higher government sales. Operating profit improvement in the first quarter 2007 was due
to favorable sales mix.
Additional Financial Information
(comparisons are with the first quarter of 2006, unless noted
otherwise)
Cash Flow
Cash provided by operating activities was $36.5 million for the first quarter 2007, compared with
$8.0 million. The higher cash provided by operating activities in 2007, was primarily due to
improved working capital management, higher net income, lower pension payments and operating cash
flow from acquisitions. Free cash flow (cash from operating activities less capital expenditures)
was $24.2 million for the first quarter of 2007, compared with free cash flow of $3.6 million and
reflected improved cash flow from operations, partially offset by higher capital expenditures in
2007. On March 30, 2007, Teledyne acquired assets of D.G. OBrien, Inc. for
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$36.0 million in cash. The acquisition was funded from cash on hand and borrowings. At April 1,
2007, total debt was $244.5 million, which includes $237.6 million drawn on available credit lines,
as well as other debt and capital lease obligations. Cash and cash equivalents were $16.3 million
at April 1, 2007. The company also received $1.6 million from the exercise of employee stock
options in the first quarter of 2007, compared with $5.0 million. Capital expenditures for the
first quarter of 2007 were $12.3 million, compared with $4.4 million. Depreciation and
amortization expense for the first quarter of 2007 was $7.7 million, compared with $6.1 million.
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Free Cash Flow(a)
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First
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First
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Quarter
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Quarter
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(in millions, brackets indicate use of funds)
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2007
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2006
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Cash provided by operating activities
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$
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36.5
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$
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8.0
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Capital expenditures for property, plant and equipment
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(12.3
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(4.4
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Free cash flow
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$
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24.2
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$
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3.6
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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 $3.0 million for the first quarter of 2007 and $4.1 million for the first
quarter of 2006, in accordance with the pension accounting requirements of SFAS No. 87 and No. 158.
Pension expense allocated to contracts pursuant to CAS was $2.5 million for the first quarter of
2007, compared with $2.4 million. 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 2007 was 37.7% compared with 37.5%.
Stock Option Compensation Expense
Effective January 2, 2006, the company adopted the provisions of SFAS No. 123(R) using the modified
prospective method and began recording stock option compensation expense. 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.
For the first quarter of 2006, the company recorded a total of $1.4 million in stock option
expense, of which $0.5 million was recorded as corporate expense and $0.9 million was recorded in
the operating segment results.
Other
Interest expense, net of interest income, was $3.6 million for the first quarter of 2007, compared
with $1.1 million, and primarily reflected higher outstanding debt levels due to acquisitions and
higher average interest rates in the first quarter of 2007. Corporate expense was $7.6 million for
the first quarter of 2007, compared with $6.6 million, and reflected higher compensation costs and
higher professional fee expenses.
Outlook
Based on its current outlook, the companys management believes that second quarter 2007 earnings
per diluted share will be in the range of approximately $0.58 to $0.61. The full year 2007
earnings per diluted share outlook is expected to be in the range of approximately $2.42 to $2.48.
The companys estimated effective income tax rate for 2007 is expected to be 35.6%, and reflects
the anticipated filing for tax credits of approximately $3.0 million in the third quarter
of
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2007. Excluding the benefit for tax credits our estimated effective income tax rate for 2007 would
be 37.6%.
The companys 2007 outlook reflects anticipated sales growth in its defense electronics and
instrumentation businesses, due primarily to the contribution of the acquisitions completed in 2006
and 2007. The companys second quarter and full year 2007 earnings per diluted share outlook
reflects an anticipated increase in expenses, including intangible asset amortization, as a result
of the acquisitions completed in 2006 and 2007. In addition, full year sales of geophysical
sensors are currently expected to decline in 2007, compared with 2006, especially in the first half
of the year.
The full year 2007 earnings outlook includes approximately $12.2 million in pension expense under
SFAS No. 87 and No. 158, or $2.1 million in net pension expense after recovery of allowable pension
costs from our CAS covered government contracts. Full year 2006 earnings included $15.4 million in
pension expense under SFAS No. 87 and No. 158, or $4.9 million in net pension expense after
recovery of allowable pension costs from our CAS covered government contracts. The decrease in
full year 2007 pension expense reflects pension contributions made in 2006, the impact of favorable
market returns on plan assets and changes to the companys pension assets and liabilities resulting
from the merger of the Rockwell Scientific Company LLC pension plan with the Teledyne Technologies
pension plan.
The companys 2007 earnings outlook also reflects $6.7 million in stock option compensation
expense. The companys 2006 earnings included $5.9 million in stock option compensation expense.
EARNINGS PER SHARE SUMMARY (a)
(Diluted earnings per common share from continuing operations)
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2007 Full Year Outlook
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2006
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2005
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Low
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High
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Actual
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Actual
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Earnings per share (excluding net pension
expense, stock option expense and income
tax benefit)
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$
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2.50
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$
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2.54
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$
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2.36
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$
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1.91
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Pension expense SFAS No. 87 and No. 158
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(0.22
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(0.22
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(0.27
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(0.23
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Pension expense CAS (b)
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0.18
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0.18
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0.18
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0.17
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Earnings per share (excluding stock
option expense and income tax benefit)
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2.46
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2.50
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2.27
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1.85
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Stock option expense (c)
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(0.12
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(0.12
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(0.10
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Income tax benefit (d)
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0.08
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0.10
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0.09
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Earnings per share GAAP
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$
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2.42
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$
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2.48
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$
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2.26
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$
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1.85
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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. No compensation expense related to
stock options was recorded in 2005 or in prior years.
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(d)
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Fiscal year 2006 included the reversal of income tax contingency reserves of $3.3 million.
These reserves were determined to be no longer needed due to the expiration of applicable
statutes of limitations. Fiscal year 2007 reflects the anticipated filing for tax credits of
approximately $3.0 million in the third quarter of 2007.
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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 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.
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 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 2006 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 25, 2007. 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 25, 2007.
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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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###
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TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED APRIL 1, 2007 AND APRIL 2, 2006
(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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2007
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2006
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Net sales
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$
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385.6
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$
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330.2
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Costs and expenses:
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Costs of sales
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272.0
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236.8
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Selling, general and administrative expenses
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76.7
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67.1
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Total costs and expenses
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348.7
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303.9
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Income before other income and taxes
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36.9
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26.3
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Other income (expense), net (a)
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(0.4
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3.5
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Interest expense, net
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(3.6
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)
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(1.1
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Income before income taxes
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32.9
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28.7
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Provision for income taxes
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12.4
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10.8
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Net income
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$
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20.5
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$
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17.9
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Diluted earnings per common share
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$
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0.57
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$
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0.51
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Weighted average diluted common shares outstanding
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35.8
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35.1
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(a)
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The first quarter of 2006, includes the receipt of $2.5
million, pursuant to an agreement with Honda Motor Co., Ltd.
related to the piston engine business.
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TELEDYNE TECHNOLOGIES INCORPORATED
SUMMARY OF SEGMENT NET SALES AND OPERATING PROFIT
FOR THE THREE MONTHS ENDED APRIL 1, 2007 AND APRIL 2, 2006
(Unaudited In millions)
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First
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First
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Quarter
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Quarter
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2007
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2006
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% Change
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Net sales:
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Electronics and Communications
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$
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248.3
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$
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202.0
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22.9
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%
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Systems Engineering Solutions
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73.9
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68.9
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7.3
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%
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Aerospace Engines and Components
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58.1
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53.1
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9.4
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%
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Energy Systems
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5.3
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6.2
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(14.5
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)%
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Total net sales
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$
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385.6
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$
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330.2
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16.8
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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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30.2
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$
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23.2
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30.2
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%
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Systems Engineering Solutions
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6.5
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5.9
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10.2
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%
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Aerospace Engines and Components (a)
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7.7
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6.3
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|
|
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22.2
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%
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Energy Systems
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0.1
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|
|
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*
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|
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|
|
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Segment operating profit and other segment income
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$
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44.5
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$
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35.4
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|
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25.7
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%
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Corporate expense
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(7.6
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)
|
|
|
(6.6
|
)
|
|
|
15.2
|
%
|
|
Other income (expense), net
|
|
|
(0.4
|
)
|
|
|
1.0
|
|
|
|
*
|
|
|
Interest expense, net
|
|
|
(3.6
|
)
|
|
|
(1.1
|
)
|
|
|
227.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income before income taxes
|
|
|
32.9
|
|
|
|
28.7
|
|
|
|
14.6
|
%
|
|
Provision for income taxes
|
|
|
12.4
|
|
|
|
10.8
|
|
|
|
14.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
$
|
20.5
|
|
|
$
|
17.9
|
|
|
|
14.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(a)
|
|
The first quarter of 2006 includes the receipt of $2.5
million, pursuant to an agreement with Honda Motor Co., Ltd.
related to the piston engine business.
|
|
|
|
*
|
|
not meaningful
|
- 10 -
TELEDYNE TECHNOLOGIES INCORPORATED
CONSOLIDATED CONDENSED BALANCE SHEETS AS OF
APRIL 1, 2007 AND DECEMBER 31, 2006
(Current period unaudited In millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
April 1,
|
|
|
December 31,
|
|
|
|
|
2007
|
|
|
2006
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
16.3
|
|
|
$
|
13.0
|
|
|
Accounts receivable, net
|
|
|
245.6
|
|
|
|
226.1
|
|
|
Inventories, net
|
|
|
166.4
|
|
|
|
155.8
|
|
|
Deferred income taxes, net
|
|
|
36.0
|
|
|
|
34.4
|
|
|
Prepaid expenses and other assets
|
|
|
12.5
|
|
|
|
17.5
|
|
|
|
|
|
|
|
|
|
|
Total current assets
|
|
|
476.8
|
|
|
|
446.8
|
|
|
|
|
|
|
|
|
|
|
|
|
Property, plant and equipment, net
|
|
|
171.4
|
|
|
|
164.8
|
|
|
Deferred income taxes, net
|
|
|
40.1
|
|
|
|
38.6
|
|
|
Goodwill and acquired intangible assets, net
|
|
|
409.4
|
|
|
|
383.0
|
|
|
Other assets, net
|
|
|
28.0
|
|
|
|
28.2
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
1,125.7
|
|
|
$
|
1,061.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS EQUITY
|
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
102.5
|
|
|
$
|
94.1
|
|
|
Accrued liabilities
|
|
|
148.7
|
|
|
|
135.1
|
|
|
Current portion of long-term debt and capital lease
|
|
|
1.2
|
|
|
|
1.2
|
|
|
|
|
|
|
|
|
|
|
Total current liabilities
|
|
|
252.4
|
|
|
|
230.4
|
|
|
|
|
|
|
|
|
|
|
|
|
Long-term debt and capital lease obligation
|
|
|
243.3
|
|
|
|
230.7
|
|
|
Other long-term liabilities
|
|
|
172.3
|
|
|
|
168.5
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
668.0
|
|
|
|
629.6
|
|
|
Total stockholders equity
|
|
|
457.7
|
|
|
|
431.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
1,125.7
|
|
|
$
|
1,061.4
|
|
|
|
|
|
|
|
|
|
- 11 -