filings.toolsTeledyne Technologies 10-Q 2022-04-03
Filed 2022-05-03. 5 sections, 162K characters. Original on sec.gov · Markdown · JSON
Cover and table of contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended April 3, 2022
OR
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 1-15295
TELEDYNE TECHNOLOGIES INCORPORATED
(Exact name of registrant as specified in its charter)
| Delaware | 25-1843385 | ||||||||||
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number) | ||||||||||
| 1049 Camino Dos Rios | |||||||||||
| Thousand Oaks | California | 91360-2362 | |||||||||
| (Address of principal executive offices) | (Zip Code) |
805 373-4545
(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 | ||||||
| Common Stock, $0.01 par value | TDY | New 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. Yes ☒ 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). Yes ☒ 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):
| Large accelerated filer | ☒ | Accelerated filer | ☐ | ||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ☐ | ||||||||
| Emerging growth company | ☐ |
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 ☐ No ☒
There were 46,842,854 shares of common stock, $.01 par value per share, outstanding as of April 22, 2022.
TELEDYNE TECHNOLOGIES INCORPORATED
TABLE OF CONTENTS
PART I FINANCIAL INFORMATION
Item 1. Financial Statements
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE FIRST QUARTER ENDED APRIL 3, 2022 AND APRIL 4, 2021
(Unaudited - Amounts in millions, except per-share amounts)
| First Quarter | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Net sales | $ | 1,321.0 | $ | 805.7 | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales | 752.6 | 492.5 | |||||||||||||||||||||
| Selling, general and administrative expenses | 291.3 | 168.2 | |||||||||||||||||||||
| Acquired intangible asset amortization | 53.6 | 9.8 | |||||||||||||||||||||
| Total costs and expenses | 1,097.5 | 670.5 | |||||||||||||||||||||
| Operating income | 223.5 | 135.2 | |||||||||||||||||||||
| Interest and debt expense, net | (22.3) | (35.7) | |||||||||||||||||||||
| Non-service retirement benefit income | 2.8 | 2.8 | |||||||||||||||||||||
| Other expense, net | (1.0) | (1.0) | |||||||||||||||||||||
| Income before income taxes | 203.0 | 101.3 | |||||||||||||||||||||
| (Benefit) provision for income taxes | (9.6) | 16.6 | |||||||||||||||||||||
| Net income | $ | 212.6 | $ | 84.7 | |||||||||||||||||||
| Basic earnings per common share | $ | 4.55 | $ | 2.29 | |||||||||||||||||||
| Weighted average common shares outstanding | 46.7 | 37.0 | |||||||||||||||||||||
| Diluted earnings per common share | $ | 4.46 | $ | 2.23 | |||||||||||||||||||
| Weighted average diluted common shares outstanding | 47.7 | 38.0 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE FIRST QUARTER ENDED APRIL 3, 2022 AND APRIL 4, 2021
(Unaudited - Amounts in millions)
| First Quarter | |||||||||||||||||||||||
| 2022 | 2021 | ||||||||||||||||||||||
| Net income | $ | 212.6 | $ | 84.7 | |||||||||||||||||||
| Other comprehensive income (loss): | |||||||||||||||||||||||
| Foreign exchange translation adjustment | (32.6) | 1.0 | |||||||||||||||||||||
| Hedge activity, net of tax | 6.5 | (0.1) | |||||||||||||||||||||
| Pension and postretirement benefit adjustments, net of tax | 4.2 | 4.3 | |||||||||||||||||||||
| Other comprehensive income (loss) | (21.9) | 5.2 | |||||||||||||||||||||
| Comprehensive income | $ | 190.7 | $ | 89.9 |
The accompanying notes are an integral part of these condensed consolidated financial statements.
TELEDYNE TECHNOLOGIES INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited - Amounts in millions, except share amounts)
| April 3, 2022 | January 2, 2022 | ||||||||||
| Assets | |||||||||||
| Current Assets | |||||||||||
| Cash and cash equivalents | $ | 284.3 | $ | 474.7 | |||||||
| Accounts receivable, net | 783.9 | 767.7 | |||||||||
| Unbilled receivables, net | 348.5 | 316.1 | |||||||||
| Inventories, net | 801.3 | 752.9 | |||||||||
| Prepaid expenses and other current assets | 119.4 | 118.0 | |||||||||
| Total current assets | 2,337.4 | 2,429.4 | |||||||||
| Property, plant and equipment, net of accumulated depreciation and amortization of $803.4 at April 3, 2022 and $743.3 at January 2, 2022 | 807.3 | 827.5 | |||||||||
| Goodwill | 7,977.0 | 7,986.7 | |||||||||
| Acquired intangibles, net | 2,682.8 | 2,741.6 | |||||||||
| Prepaid pension assets | 129.7 | 123.7 | |||||||||
| Operating lease right-of-use assets | 147.1 | 144.5 | |||||||||
| Other assets, net | 169.8 | 176.9 | |||||||||
| Total Assets | $ | 14,251.1 | $ | 14,430.3 | |||||||
| Liabilities and Stockholders’ Equity |
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Teledyne Technologies Incorporated (“Teledyne” or the “Company”) provides enabling technologies for industrial growth markets that require advanced technology and high reliability. These markets include factory automation and condition monitoring, aerospace and defense, air and water quality environmental monitoring, electronics design and development, medical imaging and pharmaceutical research, oceanographic research, and deepwater energy exploration and production. Following the 2021 acquisition of FLIR Systems, Inc. ( “FLIR”), we further evolved into a global sensing and decision-support technology company: providing specialty sensors, cameras, instrumentation, algorithms and software across the electromagnetic spectrum, as well as unmanned systems, in the subsea, land and air domains. 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. We believe that technological capabilities and innovation and the ability to invest in the development of new and enhanced products are critical to obtaining and maintaining leadership in our markets and the industries in which we compete.
Strategy/Overview
Our strategy continues to emphasize growth in our core markets of digital imaging, instrumentation, 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, acquisitions and product development. 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.
In connection with this strategy, on May 14, 2021, Teledyne completed the acquisition of FLIR, our largest acquisition to date, in a cash and stock transaction valued at approximately $8.1 billion, comprising of net cash payments of $3.7 billion, $3.9 billion of Teledyne shares issued to existing FLIR shareholders, and the assumption of FLIR debt of $0.5 billion. As a combined company, we uniquely provide a full spectrum of imaging technologies and products spanning X-ray through infrared and from components to complete imaging systems. We also provide a complete range of unmanned systems and imaging payload across all domains ranging from deep sea to deep space. FLIR is part of the Digital Imaging segment. The results of the FLIR acquisition have been included in Teledyne’s results since the date of the acquisition.
At April 3, 2022, total debt was $4,131.8 million, compared with total debt of $4,099.4 million at January 2, 2022. At April 3, 2022, $969.9 million was available under the $1.150 billion credit facility, after reductions of $157.0 million in borrowings and $23.1 million in outstanding letters of credit.
Consent Agreement
Effective April 24, 2022, Teledyne exited the four-year Consent Agreement with the United States Department of State’s Office of Defense Trade Controls Compliance (“DDTC”), which had been entered into by FLIR Systems, Inc. On April 13, 2022, Teledyne paid $3.5 million as the final installment of the civil penalty under the Consent Agreement. In order to strengthen its focus on trade compliance, FLIR and its successor by mergers, Teledyne FLIR, has enhanced the trade compliance program more broadly, implemented remedial measures and have undergone external audits of the International Traffic in Arms Regulations (“ITAR”) compliance program.
COVID and Other Challenges
With regard to the COVID pandemic, our first priority remains the health and safety of our employees and their families. Our manufacturing sites are deemed essential businesses and remain operational. Since the beginning of the COVID pandemic, we have practiced social distancing, enhanced cleaning protocols, increased usage of personal protective equipment and other preventative measures. Although the COVID pandemic continued to impact our business operations and practices, we experienced limited disruptions in the first quarter of 2022. We expect to continue to take robust actions to help protect the health, safety and well-being of our employees, to support continued performance, to support our suppliers and partners and to continue to serve our customers. Our goals have been, and continue to be, to lessen the potential adverse impacts, both health and economic, and to continue to position the company for long-term success. Like the communities in which we operate, our actions have varied depending on the severity of the COVID pandemic and applicable government requirements, the needs of our employees, the needs of our customers and the needs of our business. Contingency plans remain in place in the event of significant impacts from COVID infection resurgences, and we may take further actions as government authorities require or recommend or as we determine to be in the best interests of our employees, customers, partners and suppliers.
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. However, given the continuing dynamic nature of this situation, we may not fully estimate the impacts of COVID on our financial condition, results of operations or cash flows.
We have experienced supply chain challenges, including increased lead times, as well as cost inflation for parts and components, logistics and labor due to availability constraints and high demand. We expect inflationary and supply chain constraint trends to continue in 2022.
We do not have any material business, operations or assets in Russia, Belarus or Ukraine, and to date we have not been materially impacted by the actions of the Russian government. Our total net sales from these three countries in 2021 constituted less than 1.0% of total net sales. However, the conflict between Russia and Ukraine has increased the disruption, instability and volatility in global markets and industries and could negatively impact our operations. The U.S. Government and other governments in jurisdictions in which we operate have imposed severe sanctions and export controls against Russia and Russian interests and threatened additional sanctions and controls, the full impact of which on us may still be unknown to us or evolving. If the ongoing conflict intensifies or expands, it could adversely affect our business, supply chain, partners or customers.
Results of Operations
| First Quarter | |||||||||||||||||||||||
| (in millions) | 2022 | 2021 | |||||||||||||||||||||
| Net sales | $ | 1,321.0 | $ | 805.7 | |||||||||||||||||||
| Costs and expenses | |||||||||||||||||||||||
| Cost of sales | 752.6 | 492.5 | |||||||||||||||||||||
| Selling, general and administrative expenses | 291.3 | 168.2 | |||||||||||||||||||||
| Acquired intangible asset amortization | 53.6 | 9.8 | |||||||||||||||||||||
| Total costs and expenses | 1,097.5 | 670.5 | |||||||||||||||||||||
| Operating income | 223.5 | 135.2 | |||||||||||||||||||||
| Interest and debt expense, net | (22.3) | (35.7) | |||||||||||||||||||||
| Non-service retirement benefit income | 2.8 | 2.8 | |||||||||||||||||||||
| Other expense, net | (1.0) | (1.0) | |||||||||||||||||||||
| Income before income taxes | 203.0 | 101.3 | |||||||||||||||||||||
| Provision (benefit) for income taxes | (9.6) | 16.6 | |||||||||||||||||||||
| Net income | $ | 212.6 | $ | 84.7 | |||||||||||||||||||
| First Quarter | % | ||||||||||||||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | Change | ||||||||||||||||||||||||||||||||
| Net sales (a): | |||||||||||||||||||||||||||||||||||
| Digital Imaging (b) | $ | 750.5 | $ | 263.3 | 185.0 | % | |||||||||||||||||||||||||||||
| Instrumentation | 308.9 | 286.5 | 7.8 | % | |||||||||||||||||||||||||||||||
| Aerospace and Defense Electronics | 166.2 | 151.2 | 9.9 | % | |||||||||||||||||||||||||||||||
| Engineered Systems | 95.4 | 104.7 | (8.9) | % | |||||||||||||||||||||||||||||||
| Total net sales | $ | 1,321.0 | $ | 805.7 | 64.0 | % | |||||||||||||||||||||||||||||
| Operating income: | |||||||||||||||||||||||||||||||||||
| Digital Imaging (b) | $ | 115.7 | $ | 52.0 | 122.5 | % | |||||||||||||||||||||||||||||
| Instrumentation | 71.6 | 59.4 | 20.5 | % | |||||||||||||||||||||||||||||||
| Aerospace and Defense Electronics | 42.9 | 28.3 | 51.6 | % | |||||||||||||||||||||||||||||||
| Engineered Systems | 9.4 | 14.9 | (36.9) | % | |||||||||||||||||||||||||||||||
| Corporate expense (c) | (16.1) | (19.4) | (17.0) | % | |||||||||||||||||||||||||||||||
| Total operating income | $ | 223.5 | $ | 135.2 | 65.3 | % | |||||||||||||||||||||||||||||
| (a) Net sales excludes inter-segment sales of $5.5 million and $4.2 million for the first quarter of 2022 and 2021, respectively. | |||||||||||||||||||||||||||||||||||
| (b) On May 14, 2021, the Company completed the acquisition of FLIR, and the financial results of FLIR have been included since the date of the acquisition. The first quarter of 2022 includes $452.6 million in incremental net sales from FLIR. | |||||||||||||||||||||||||||||||||||
| (c) Corporate expense for the first quarter of 2021 includes $5.9 million in acquisition-related transaction and purchase accounting expenses related to the FLIR acquisition. |
The table below presents net sales and cost of sales by segment and total company:
| First Quarter | |||||||||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | |||||||||||||||||||||||||||
| Digital Imaging | |||||||||||||||||||||||||||||
| Net sales | $ | 750.5 | $ | 263.3 | |||||||||||||||||||||||||
| Cost of sales | $ | 405.2 | $ | 153.8 | |||||||||||||||||||||||||
| Cost of sales as a % of net sales | 54.0 | % | 58.4 | % | |||||||||||||||||||||||||
| Instrumentation | |||||||||||||||||||||||||||||
| Net sales | $ | 308.9 | $ | 286.5 | |||||||||||||||||||||||||
| Cost of sales | $ | 163.9 | $ | 155.9 | |||||||||||||||||||||||||
| Cost of sales as a % of net sales | 53.0 | % | 54.4 | % | |||||||||||||||||||||||||
| Aerospace and Defense Electronics | |||||||||||||||||||||||||||||
| Net sales | $ | 166.2 | $ | 151.2 | |||||||||||||||||||||||||
| Cost of sales | $ | 103.0 | $ | 99.6 | |||||||||||||||||||||||||
| Cost of sales as a % of net sales | 62.0 | % | 65.9 | % | |||||||||||||||||||||||||
| Engineered Systems | |||||||||||||||||||||||||||||
| Net sales | $ | 95.4 | $ | 104.7 | |||||||||||||||||||||||||
| Costs of sales | $ | 80.5 | $ | 83.2 | |||||||||||||||||||||||||
| Cost of sales as a % of net sales | 84.4 | % | 79.5 | % | |||||||||||||||||||||||||
| Total Company | |||||||||||||||||||||||||||||
| Net sales | $ | 1,321.0 | $ | 805.7 | |||||||||||||||||||||||||
| Costs of sales | $ | 752.6 | $ | 492.5 | |||||||||||||||||||||||||
| Cost of sales as a % of net sales | 57.0 | % | 61.1 | % |
First Quarter Results
The following is a discussion of our 2022 first quarter results compared with the first quarter results of 2021. Comparisons are with the corresponding reporting period of 2021, unless noted otherwise. Acquired intangible asset amortization was previously included in selling, general and administrative expenses. Prior period amounts have been reclassified to conform to the current presentation.
First quarter of 2022 compared with the first quarter of 2021
Our first quarter of 2022 net sales increased 64.0%. Net income for the first quarter of 2022 increased 151.0%. Net income per diluted share was $4.46 for the first quarter of 2022, compared with net income per diluted share of $2.23.
The first quarter of 2022 net sales included $452.6 million in incremental net sales from the acquisition of FLIR. In connection with the FLIR acquisition, Teledyne incurred pretax acquired intangible asset amortization expense of $44.1 million. The first quarter of 2022 and 2021, included $9.5 million and $9.8 million, respectively, of acquired intangible asset amortization expense for acquisitions completed in prior periods. The first quarter of 2021, in connection with the then pending acquisition of FLIR, Teledyne incurred pretax charges of $36.5 million which included $30.6 million in interest and debt expense related to obtaining permanent financing for the pending acquisition and $5.9 million in corporate expense for related transaction costs. The first quarter of 2022 reflected net discrete income tax benefits of $56.5 million compared with net discrete income tax benefits of $6.3 million.
Net Sales
The first quarter of 2022 net sales, compared with the first quarter of 2021 net sales, reflected higher net sales in each segment, except the Engineered Systems segment. The first quarter of 2022 included $452.6 million in incremental net sales from the acquisition of FLIR in the Digital Imaging segment, as well as organic sales growth.
Cost of Sales
Cost of sales increased $260.1 million in the first quarter of 2022 and primarily reflected the increase in net sales. Cost of sales as a percentage of net sales decreased for the first quarter of 2022 to 57.0% from 61.1%. The lower cost of sales percentage in 2022, reflects the impact of the FLIR acquisition which carries a lower cost of sales percentage than the other Teledyne businesses.
Selling, General and Administrative Expenses
Selling, general and administrative expenses, including research and development expense, increased $123.1 million in the first quarter of 2022 and primarily reflected the impact of higher net sales. Selling, general and administrative expenses for the first quarter of 2022, as a percentage of net sales increased to 22.1% from 20.9%. Corporate expense, which is included in selling, general and administrative expenses, was $16.1 million for the first quarter of 2022, compared with $19.4 million. Corporate expense in 2021 included $5.9 million of transaction costs related to the then pending FLIR acquisition. Stock option compensation expense was $4.3 million for the first quarter of 2022 compared with $4.2 million.
Acquired Intangible Asset Amortization
Acquired intangible asset amortization for the first quarter of 2022 was $53.6 million, compared with $9.8 million. The first quarter of 2022 includes $44.1 million in acquired intangible asset amortization from the FLIR acquisition.
Pension Service Expense
Pension service expense is included in both cost of sales and selling general and administrative expense. For the first quarter of 2022 pension service expense was $2.2 million, compared with $2.7 million. For 2022, the weighted-average discount rate used to determine the benefit obligation for the domestic qualified pension plans is 2.97% compared with 2.64% in 2021.
Operating Income
Operating income for the first quarter of 2022 increased 65.3%. The first quarter of 2022, compared with the first quarter of 2021, reflected higher operating income in each business segment, except the Engineered Systems segment. Operating income in the first quarter of 2022 included $44.1 million of expense in the Digital Imaging segment for acquired intangible asset amortization related to the FLIR acquisition. The first quarter of 2021 included pretax charges of $5.9 million in acquisition-related transaction and purchase accounting expenses. The incremental operating income included in the results for the first quarter of 2022 from the FLIR acquisition was $45.9 million, which included $44.1 million of acquired intangible asset amortization expense.
Interest and Debt Expense, Non-Service Retirement Benefit Income and Other Income/Expense
Interest and debt expense, net of interest income, was $22.3 million for the first quarter of 2022, compared with $35.7 million. The 2022 amount reflects interest expense on the higher debt levels associated with the FLIR acquisition, compared with the 2021 amount. The 2021 amount primarily reflected $30.6 million in interest and debt expense on the debt incurred to fund the cash portion of the then pending FLIR acquisition. Non-service retirement benefit income was $2.8 million for both the first quarter of 2022 and 2021. Other income and expense was expense of $1.0 million for both the first quarter of 2022 and 2021.
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 first quarter of 2022 was a negative 4.7%, compared with 16.4%. The first quarter of 2022 included net discrete income tax benefits of $56.5 million, which included $50.0 million of net discrete income tax benefits primarily related to the resolution of certain FLIR tax reserves and a $6.7 million income tax benefit related to share-based accounting. The first quarter of 2021 included net discrete tax benefits of $6.3 million, which included a $4.8 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 23.1% for the first quarter of 2022 and 22.6% for the first quarter of 2021. The Company’s annual effective tax rate for fiscal year 2022 is expected to be 23.1% before discrete tax items.
Segment Results
Segment results include 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.
Digital Imaging (a)
| First Quarter | |||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | |||||||||||||||||||||
| Net sales | $ | 750.5 | $ | 263.3 | |||||||||||||||||||
| Cost of sales | $ | 405.2 | $ | 153.8 | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 181.1 | $ | 52.9 | |||||||||||||||||||
| Acquired intangible asset amortization | $ | 48.5 | $ | 4.6 | |||||||||||||||||||
| Operating income | $ | 115.7 | $ | 52.0 | |||||||||||||||||||
| Cost of sales as a % of net sales | 54.0 | % | 58.4 | % | |||||||||||||||||||
| Selling, general and administrative expenses as a % of net sales | 24.1 | % | 20.2 | % | |||||||||||||||||||
| Acquired intangible asset amortization as a % of net sales | 6.5 | % | 1.7 | % | |||||||||||||||||||
| Operating income as a % of net sales | 15.4 | % | 19.7 | % |
(a) On May 14, 2021, the Company completed the acquisition of FLIR, and the financial results of FLIR have been included since the date of the acquisition.
First quarter of 2022 compared with the first quarter of 2021
The Digital Imaging segment’s first quarter of 2022 net sales increased 185.0%. Operating income for the first quarter of 2022 increased 122.5%.
The first quarter of 2022 net sales increase included $452.6 million of incremental net sales from the FLIR acquisition as well as strong organic sales growth from industrial sensors and cameras, X-ray products and micro-electro-mechanical systems (“MEMS”). The increase in operating income in the first quarter of 2022 reflected the contribution from the FLIR acquisition, partially offset by $44.1 million in acquired intangible asset amortization expense for FLIR. The increase in operating income also reflected the impact of organic sales growth, as well as margin improvement.
The first quarter of 2022 cost of sales increased $251.4 million and primarily reflected the impact of higher net sales. The cost of sales percentage decreased to 54.0% in the first quarter of 2022 from 58.4%. The lower cost of sales percentage in 2022, reflects the impact of the FLIR acquisition which carries a lower cost of sales percentage than the other Digital Imaging business units. First quarter 2022 selling, general and administrative expenses increased to $181.1 million and primarily reflected the impact of higher net sales and includes $44.1 million in research and development expense for FLIR. The selling, general and administrative expense percentage increased to 24.1% in the first quarter of 2022 from 20.2%. The higher selling, general and administrative expense percentage in 2022, reflects the impact of research and development expense for FLIR. Acquired intangible asset amortization expense for the first quarter of 2022 was $48.5 million, compared with $4.6 million. The incremental operating income included in the results for the first quarter of 2022 from the FLIR acquisition was $45.9 million, which included $44.1 million in acquired intangible asset amortization expense.
Instrumentation
| First Quarter | |||||||||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | |||||||||||||||||||||||||||
| Net sales | $ | 308.9 | $ | 286.5 | |||||||||||||||||||||||||
| Cost of sales | $ | 163.9 | $ | 155.9 | |||||||||||||||||||||||||
| Selling, general and administrative expenses | $ | 68.5 | $ | 66.2 | |||||||||||||||||||||||||
| Acquired intangible asset amortization | $ | 4.9 | $ | 5.0 | |||||||||||||||||||||||||
| Operating income | $ | 71.6 | $ | 59.4 | |||||||||||||||||||||||||
| Cost of sales as a % of net sales | 53.0 | % | 54.4 | % | |||||||||||||||||||||||||
| Selling, general and administrative expenses as a % of net sales | 22.2 | % | 23.1 | % | |||||||||||||||||||||||||
| Acquired intangible asset amortization as a % of net sales | 1.6 | % | 1.8 | % | |||||||||||||||||||||||||
| Operating income as a % of net sales | 23.2 | % | 20.7 | % |
First quarter of 2022 compared with the first quarter of 2021
The Instrumentation segment’s first quarter of 2022 net sales increased 7.8%. Operating income for the first quarter of 2022 increased 20.5%.
The first quarter of 2022 net sales increase resulted from higher sales of test and measurement instrumentation and marine instrumentation, partially offset by lower sales of environmental instrumentation. Sales of test and measurement instrumentation and marine instrumentation increased $13.3 million and $9.9 million, respectively. Sales of environmental instrumentation were slightly lower by $0.8 million. The increase in operating income primarily reflected the impact of higher sales, as well as margin improvement.
The first quarter of 2022 cost of sales increased $8.0 million. The cost of sales percentage decreased to 53.0% in the first quarter of 2022 from 54.4%. First quarter 2022 selling, general and administrative expenses increased $2.3 million, primarily as a result of higher net sales. The selling, general and administrative expense percentage decreased slightly to 22.2% in the first quarter of 2022 from 23.1%.
Aerospace and Defense Electronics
| First Quarter | |||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | |||||||||||||||||||||
| Net sales | $ | 166.2 | $ | 151.2 | |||||||||||||||||||
| Cost of sales | $ | 103.0 | $ | 99.6 | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 20.1 | $ | 23.1 | |||||||||||||||||||
| Acquired intangible asset amortization | $ | 0.2 | $ | 0.2 | |||||||||||||||||||
| Operating income | $ | 42.9 | $ | 28.3 | |||||||||||||||||||
| Cost of sales as a % of net sales | 62.0 | % | 65.9 | % | |||||||||||||||||||
| Selling, general and administrative expenses as a % of net sales | 12.1 | % | 15.3 | % | |||||||||||||||||||
| Acquired intangible asset amortization as a % of net sales | 0.1 | % | 0.1 | % | |||||||||||||||||||
| Operating income as a % of net sales | 25.8 | % | 18.7 | % |
First quarter of 2022 compared with the first quarter of 2021
The Aerospace and Defense Electronics segment’s first quarter of 2022 net sales increased 9.9%. Operating income for the first quarter of 2022 increased 51.6%.
The first quarter of 2022 net sales increase reflected $13.8 million for aerospace electronics and $1.2 million for defense electronics. Operating income in the first quarter of 2022 reflected the impact of higher sales and favorable product mix.
The first quarter of 2022 cost of sales increased $3.4 million and reflected the impact of higher sales. The cost of sales percentage decreased to 62.0% for the first quarter of 2022, from 65.9%. Selling, general and administrative expenses, including research and development expense, decreased to $20.1 million in the first quarter of 2022 from $23.1 million and reflected the impact lower research and development expense of $2.2 million, partially offset by the impact of higher net sales. The selling, general and administrative expense percentage decreased to 12.1% in the first quarter of 2022 from 15.3% and reflected the impact of lower research and development expense.
Engineered Systems
| First Quarter | |||||||||||||||||||||||
| (dollars in millions) | 2022 | 2021 | |||||||||||||||||||||
| Net sales | $ | 95.4 | $ | 104.7 | |||||||||||||||||||
| Cost of sales | $ | 80.5 | $ | 83.2 | |||||||||||||||||||
| Selling, general and administrative expenses | $ | 5.5 | $ | 6.6 | |||||||||||||||||||
| Operating income | $ | 9.4 | $ | 14.9 | |||||||||||||||||||
| Cost of sales as a % of net sales | 84.4 | % | 79.5 | % | |||||||||||||||||||
| Selling, general and administrative expenses as a % of net sales | 5.7 | % | 6.3 | % | |||||||||||||||||||
| Operating income as a % of net sales | 9.9 | % | 14.2 | % |
First quarter of 2022 compared with the first quarter of 2021
The Engineered Systems segment’s first quarter of 2022 net sales decreased 8.9%. Operating income for the first quarter of 2022 decreased 36.9%.
The first quarter of 2022 net sales primarily reflected lower sales of $4.3 million for engineered products and no sales , partially offset by higher sales of $0.2 million for energy systems. The first quarter of 2021 included net sales of $5.2 million for turbine engines. Teledyne exited the cruise missile turbine engine business in the first quarter of 2021. The lower sales for engineered products primarily reflected decreased sales from electronic manufacturing services products and space programs, partially offset by higher sales from marine and other manufacturing programs. Operating income in the first quarter of 2022 reflected the impact of lower sales, including no sales of higher margin turbine engines.
The first quarter of 2022 cost of sales decreased $2.7 million. The cost of sales percentage increased to 84.4% for the first quarter of 2022 from 79.5%. Selling, general and administrative expense was $5.5 million for the first quarter of 2022, compared with $6.6 million. The selling, general and administrative expense percentage decreased slightly to 5.7% for the first quarter of 2022 from 6.3%.
Financial Condition, Liquidity and Capital Resources
Our net cash used by operating activities was $216.7 million for the first three months of 2022, compared with net cash provided by operating activities of $124.9 million. The first quarter of 2022 included a payment of $296.4 million to the Swedish Tax Authority, related to a disputed pre-acquisition 2018 tax reassessment issued to a FLIR subsidiary in Sweden. The first quarter of 2022 also reflected investments in inventories, semi-annual interest payments, increased incentive compensation payments and cash income tax payments of $25.9 million compared with cash income tax payments of $21.0 million in the first quarter of 2021.
Our net cash used by investing activities was $19.6 million for the first three months of 2022, compared with $17.6 million. Capital expenditures for the first three months of 2022 and 2021 were $21.0 million and $17.6 million, respectively.
Our goodwill was $7,977.0 million at April 3, 2022 and $7,986.7 million at January 2, 2022. Teledyne’s net acquired intangible assets were $2,682.8 million at April 3, 2022 and $2,741.6 million at January 2, 2022. The decrease in the balance of net acquired intangible assets primarily reflected amortization expense. The balance of net acquired intangible assets reflects preliminary amounts recorded for the FLIR acquisition. The Company is in the process of specifically identifying the amount assigned to certain assets, including acquired intangible assets, and liabilities and the related impact on taxes and goodwill for the FLIR acquisition. The Company is in the process of reviewing a third-party valuation of certain intangible assets and tangible assets of FLIR. The fair values of acquired intangibles are determined based on estimates and assumptions that are deemed reasonable by the Company. The amounts recorded as of April 3, 2022 are preliminary since there was insufficient time between the acquisition date and the end of the period to finalize the analysis.
Financing activities provided cash of $42.6 million for the first three months of 2022, compared with cash provided by financing activities of $2,454.0 million. The first three months of 2021 included the proceeds of debt incurred to fund the cash portion of the then pending FLIR acquisition. Proceeds from the exercise of stock options were $12.7 million for the first three months of 2022 compared with $10.8 million for the first three months of 2021.
Total debt at April 3, 2022 was $4,131.8 million compared with $4,099.4 million at January 2, 2022. At April 3, 2022, $969.9 million was available under the $1.150 billion credit facility, after reductions of $157.0 million in borrowings and $23.1 million in outstanding letters of credit.
Our principal cash and capital requirements are to fund working capital needs, capital expenditures, income tax payments, and debt service requirements, as well as acquisitions. It is anticipated that cash on hand, operating cash flow, together with available borrowings under the $1.15 billion credit facility, will be sufficient to meet these requirements. To support acquisitions, we may raise additional capital. We currently expect to spend approximately $100.0 million for capital expenditures in 2022, of which $21.0 million has been spent in the first three months of 2022. No cash pension contributions
have been made since 2013 or are planned for the remainder of 2022 for the domestic qualified pension plans.
Our credit agreements require Teledyne to comply with various financial and operating covenants and at April 3, 2022, the Company was in compliance with these covenants. As of April 3, 2022, the Company had an adequate amount of margin between required financial covenant ratios (as required by applicable credit agreements) and our actual ratios. At April 3, 2022, the required financial ratios and the actual ratios were as follows for our $1.15 billion Credit Facility expires March 2026, $355.0 million term loan due May 2026 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 4.75 to 1 | 2.8 to 1 | |||||||||
| Consolidated Interest Coverage Ratio (EBITDA/Interest) (b) | No less than 3.0 to 1 | 15.7 to 1 | |||||||||
a) The Consolidated Leverage Ratio is equal to Net Debt/EBITDA as defined in our $1.150 billion credit agreement. Requirement changes to 4.5 to 1 for the second and third quarter of 2022 and to 4.0 to 1 for the fourth quarter of 2022 and 3.5 to 1 thereafter.
b) The Consolidated Interest Coverage Ratio is equal to EBITDA/Interest as defined in our $1.150 billion 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.
We may, at any time and from time to time, seek to retire or purchase our outstanding debt through cash purchases, in open-market purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will be upon such terms and at such prices as we may determine, and will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved may be material.
Critical Accounting Policies and Estimates
Our critical accounting policies and estimates 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: accounting for revenue recognition; accounting for business combinations, goodwill, and acquired intangible assets; accounting for income taxes; and accounting for pension plans.
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 2021 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, including the acquisition of FLIR, product sales, capital expenditures, pension matters, stock-based compensation expense, the credit facility, interest expense, severance, relocation and facility consolidation costs, environmental remediation costs, 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 anticipated results, including ongoing challenges and uncertainties posed by the COVID pandemic for businesses and governments around the world, including production, supply, contractual and other disruptions, such as the COVID related lockdowns in China, facility closures, furloughs and travel restrictions; the inability to achieve operating synergies with respect to the FLIR acquisition; changes in relevant tax and other laws; risks associated with indebtedness, as well as our ability to reduce indebtedness and the timing thereof; the impact of semiconductor and other supply chain shortages, higher inflation, including wage competition and higher shipping costs, and labor shortages and competition for skilled personnel; the inability to develop and market new competitive products; inherent uncertainties involved in the estimates and judgments used in the preparation of financial statements and the providing of estimates of financial measures, in accordance with U.S. GAAP and related standards; operating results of FLIR being lower than anticipated; disruptions in the global economy; 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 pandemic; impacts from the United Kingdom’s exit from the European Union; uncertainties related to the policies of the U.S. Presidential Administration; the imposition and expansion of, and responses to, trade sanctions and tariffs; the continuing review and resolution of FLIR’s export and tax matters; escalating economic and diplomatic tension between China and the United States; the ongoing conflict between Russia and Ukraine; threats to the security of our confidential and proprietary information, including cybersecurity threats; and natural and man-made disasters, including those related to or intensified by climate change; and our ability to achieve emission reduction targets and decrease our carbon footprint. 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, including those implemented in response to climate change, could further negatively affect our businesses that supply the oil and gas industry. Weakness in the commercial aerospace industry negatively affects the markets of our commercial aviation 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 2021 Form 10-K.
All forward-looking statements speak only as of the date they are made and are based on information available at that time. We assume no obligation to update forward-looking statements to reflect circumstances or events that occur after the date the forward-looking statements were made or to reflect the occurrence of unanticipated events except as required by federal securities laws. As forward-looking statements involve significant risks and uncertainties, caution should be exercised against placing undue reliance on such statements.
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 2021 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.
Foreign Currency Exchange Rate Risk
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 April 3, 2022 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 $16.7 million. A hypothetical 10 percent price change in the U.S. dollar from its value at April 3, 2022 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 $1.9 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 $1.15 billion credit facility and our $355.0 million term loan. As of April 3, 2022, we had 32.0 million in outstanding borrowings under our floating rate credit facility not subject to existing interest rate swap agreements and $355.0 million outstanding under our floating rate term loan for a total $387.0 million. A 100 basis point increase in interest rates would result in an increase in annual interest expense of approximately $3.9 million, assuming the $387.0 million in debt was outstanding for the full year. A hypothetical 10 percent price change in the U.S. dollar from its value at April 3, 2022 would result in a decrease or increase in the fair value of our Euro/U.S. Dollar cross currency swaps designated as cash flow hedges by approximately $27.6 million. A hypothetical 10 percent increase in the U.S. interest rates at April 3, 2022 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 $1.0 million, while a 10 percent decrease would result in a decrease in its fair value of $1.2 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 Chairman, President and 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 April 3, 2022, are effective at the reasonable assurance level.
On May 14, 2021, we acquired FLIR and, as a result, we have begun integrating certain processes, systems and controls relating to FLIR into our existing system of internal control over financial reporting in accordance with our integration plans. Except for certain processes, systems and controls relating to the integration of FLIR, during the quarter ended April 3, 2022, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II OTHER INFORMATION
Item 1. Legal Proceedings
See Item 1 of Part 1, “Financial Statements -- Note 12 -- Lawsuits, Claims, Commitments, Contingencies and Related Matters.”
| Item 1A. | Risk Factors |
There are no material changes to the risk factors previously disclosed in our 2021 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 risks and Part I Item 3, Quantitative and Qualitative Disclosures About Market Risk, for updated disclosures about interest rate exposure and exchange rate risks.
| Item 6. | Exhibits |
| (a) | Exhibits | |||||||
| Exhibit 10.1 | Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Edwin Roks (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year end December 30, 2018 (File No. I-15295)† | |||||||
| Exhibit 31.1 | 302 Certification – Robert Mehrabian | |||||||
| Exhibit 31.2 | 302 Certification – Susan L. Main | |||||||
| Exhibit 32.1 | 906 Certification – Robert Mehrabian | |||||||
| Exhibit 32.2 | 906 Certification – Susan L. Main | |||||||
| Exhibit 101 (INS) | XBRL Instance Document | |||||||
| Exhibit 101 (SCH) | XBRL Schema Document | |||||||
| Exhibit 101 (CAL) | XBRL Calculation Linkbase Document | |||||||
| Exhibit 101 (LAB) | XBRL Label Linkbase Document XBRL Schema Document | |||||||
| Exhibit 101 (PRE) | XBRL Presentation Linkbase Document XBRL Schema Document | |||||||
| Exhibit 101 (DEF) | XBRL Definition Linkbase Document XBRL Schema Document | |||||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | |||||||
| † | Denotes management contract or compensatory arrangement |
SIGNATURES
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.
| TELEDYNE TECHNOLOGIES INCORPORATED | |||||||||||
| DATE: May 2, 2022 | By: | /s/ Susan L. Main | |||||||||
| Susan L. Main, Senior Vice President and | |||||||||||
| Chief Financial Officer | |||||||||||
| (Principal Financial Officer and Authorized Officer) | |||||||||||
Teledyne Technologies Incorporated
Index to Exhibits
| Exhibit Number | Description | ||||
| Exhibit 10.1 | Amended and Restated Change in Control Severance Agreement, dated as of January 31, 2011, by and between Teledyne Technologies Incorporated and Edwin Roks (incorporated by reference to Exhibit 10.40 to the Company's Annual Report on Form 10-K for the fiscal year end December 30, 2018 (File No. I-15295)† | ||||
| Exhibit 31.1 | 302 Certification – Robert Mehrabian | ||||
| Exhibit 31.2 | 302 Certification – Susan L. Main | ||||
| Exhibit 32.1 | 906 Certification – Robert Mehrabian | ||||
| Exhibit 32.2 | 906 Certification – Susan L. Main | ||||
| Exhibit 101 (INS) | XBRL Instance Document | ||||
| Exhibit 101 (SCH) | XBRL Schema Document | ||||
| Exhibit 101 (CAL) | XBRL Calculation Linkbase Document | ||||
| Exhibit 101 (DEF) | XBRL Definition Linkbase Document XBRL Schema Document | ||||
| Exhibit 101 (LAB) | XBRL Label Linkbase Document XBRL Schema Document | ||||
| Exhibit 101 (PRE) | XBRL Presentation Linkbase Document XBRL Schema Document | ||||
| Exhibit 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | ||||
| † | Denotes management contract or compensatory arrangement |