Ladies and gentlemen, thank you for standing by and welcome to the Teledyne Second Quarter Earnings Call 2021. As a reminder, today’s conference is being recorded. And I’d now like to turn the conference over to your host, Jason VanWees. Please go ahead.

Thank you and good morning everyone. This is Jason VanWees, Executive Vice President, and I’d like to welcome everyone to Teledyne’s second quarter earnings release conference call. And of course, we released our earnings earlier this morning before the market opened.

Thank you, Jason and good morning and thank you for joining our earnings call. For over two decades now, we have continuously improved our portfolio of businesses, our operations and our financial performance, and along the way, significantly compounded earnings, cash flow and shareholder returns. It is worth noting that just over 10 years ago, a major milestone occurred when we divested our aviation piston engine business and all of its associated liabilities. While initiated earlier, immediately following that divestiture, we accelerated our pace of change by making increasingly significant and successful acquisitions within our digital imaging and instrumentation businesses. Our recent acquisition of FLIR accelerates Teledyne’s evolution into a more attractive higher margin industrial technology company, while at the same time maintaining our balanced portfolio, primarily focused on commercial markets, but with a resilient and predictable backbone of government businesses. For example, in the second quarter of 2021, 75% of total company sales were derived from U.S. commercial and international customers and 25% of sales from the U.S. government. In the past several weeks, we have made rapid progress integrating FLIR by implementing Teledyne processes such as acceleration of financial forecasting and reporting, increasing visibility of sales and costs across the organization while continuing to enhance players’ compliance standards. Furthermore, we have eliminated significant corporate overhead, consultants and other third-party service providers. And as a result, we now expect to achieve our annualized cost savings target of $80 million before the end of 2022 as approach to 2024 as described in our final merger proxy.

Thank you, Robert. In our Digital Imaging segment, second quarter sales increased 143.9%, largely due to the FLIR acquisition, but organic growth was 17%. Segment operating margin was 14.6% and 27.5% when adjusting for transaction costs and purchase accounting, although this was unusually high as Robert mentioned earlier. In our Instrumentation segment, overall second quarter sales increased 10.6% versus last year. Sales of environmental instruments increased 19.6% from last year. Sales of most product categories increased and total quarterly sales were just slightly lower than the peak level before the COVID pandemic. Sales of electronic test and measurement systems were exceptionally strong and increased 24.6% year-over-year to record levels. Sales of our marine instrumentation decreased 4.5% in the quarter. However, orders were the strongest in the last five quarters with the second quarter book-to-bill of 1.13. Overall, Instrumentation segment operating profit increased 33.2%, with segment operating margin increasing over 360 basis points with or without intangible asset amortization. Moving to the Aerospace and Defense Electronics segment, second quarter sales increased 6.5%, driven by an 8.1% growth in defense, space and industrial sales, combined with flat year-over-year sales of commercial aerospace products. GAAP segment operating profit increased 62.3%, with margins 640 basis points greater than last year. In the Engineered Systems segment, second quarter revenue decreased 1.5%, primarily due to greater sales from missile defense and marine manufacturing programs more than offset by lower sales of electronic manufacturing services products and turbine engines as we exited the cruise missile engine business at the end of the first quarter. Despite slightly lower sales, segment operating profit and margin increased slightly when compared with last year. I will now turn the call to Sue who will offer some additional commentary regarding the third quarter and our full year 2021 earnings outlook.

Thank you, Al and good morning everyone. I will first discuss some additional financials for the quarter not covered by Robert and Al and then I will discuss our third quarter and full year 2021 outlook. In the second quarter, cash flow from operating activities was $211.3 million, including all acquisition-related. Excluding acquisition-related cash costs, net of tax, cash from operations was $278.0 million compared with cash flow of $155.8 million for the same period of 2020. Free cash flow, that is cash from operating activities less capital expenditures excluding acquisition-related costs, was $257.2 million in the second quarter of 2021 compared with $139.2 million in 2020. Capital expenditures were $20.8 million in the second quarter compared to $16.6 million for the same period of 2020.

Thank you, Sue. We would now like to take your questions. Operator, if you are ready to proceed with the questions and answers, please go ahead.

Yes, thank you. Our first question comes from Mike Maugeri with Wolfe Research. Please go ahead.

Hey, good morning. Thanks for the time. Can you just add some color around the operating performance at legacy Digital Imaging? You touched on it a bit with the 6 weeks versus the 8 weeks, but can you just color in some of that performance?

Right. Thanks Mike. On the legacy Digital Imaging business standalone, the margins were 24.4%. And that of last year, if you add back the intangibles, the margins were 21.5%. So in the legacy Digital Imaging, the margins improved about 280 basis points.

Okay, that’s great. And what sort of drove that, were there some sort of cost initiatives or was it just mix, any other color?

Both. Our cost from a – labor costs were maintained flat year-over-year and sales increased 17% and the other one was the mix margin. We had better mix of machine vision, which has our highest margins.

Yes. Our primary objective this year, Mike, in capital deployment is to reduce our debt as fast as we can. We have – we expect to generate more cash the rest of the year and we anticipate that by year end this year, our debt-to-cap would be better than what we projected or about 3.3x in terms of ratio of net debt to EBITDA. We also expect that by the end of 2022 we can reduce that net debt to EBITDA to 2.7x, which is where at the high end of what we feel is comfortable for us. So, our immediate task is to pay down debt – generate cash, pay down debt. Having said all of that, we do have the capacity to make smaller bolt-on acquisitions that we have done historically and we would do that if such opportunities arise.

Great. Thank you.

Thank you, Mike.

Our next question comes from Joe Giordano with Cowen. Please go ahead.

Hey guys. Good morning.

Good morning, Joe.

So I know it’s early to talk 2022, but can you just give us some high-level thoughts on how FLIR contribution starts to look on a normalized basis for a full year once we – if we start thinking about $80 million in run rate savings into next year?

Well, let me start with what we have this year, Joe, if I may. As I mentioned before, we think that on a non-GAAP basis, we will have an upside of about – with $2 to $2.20 in terms of earnings. If we can maintain that momentum for next year, where we would enjoy probably the full year benefit of the cost reduction, I would say we may be able to increase that to as high as $2.50 from this year’s $2 and $2.20. The only reason I say that is the full year dilution we will experience from share count. Our share count in Q3, Q2 was 43.7%, 44 million shares. Next year, full year, we will have a 48 million share count plus as we will have in Q3, Q4 of this year. So there is going to be some of that. And frankly, the other side of it to is that we haven’t really had an opportunity to put all of our internal cost reduction inside FLIR for next year yet. These cost reductions we spoke about were generally related to corporate expenses, employee expenses, costs and third-party expenses and consultants. The – I hope that there’ll be other opportunities that we can enjoy over the ‘22, but it’s only 8 weeks in. It’s a little hard to predict right now.

So you brought the $80 million in 2 years, basically. What are your thoughts on upside to that target? I know it’s still pretty early, but thoughts on like longer term there and maybe on revenue synergy potential from the deal?

Yes. I would say, Joe, I would raise that to $100 million from $80 million to $100 million on the upside. I would say from a revenue synergies, we haven’t looked at that very carefully, but there are areas that we intend to enjoy some synergies. Specifically, for example, FLIR has, as you know, a pretty strong gray marine business and marine thermal products business. We have a very broad portfolio of marine underwater as well as sonar and other products, so there should be some synergies there. There is also going to be synergies in our unmanned products. FLIR is very strong in UAVs and ground-based unmanned vehicles. And of course, we have a tremendous portfolio of underwater vehicles, so we think there might be revenue synergies for both of us there. So that’s the beginning, we’re kind of looking at it right now. And finally, I’d say FLIR does have an extremely good channel for some of our – some of their products, which we might be able to enjoy in some of our own infrared products through those channels.

And then just last for me. I know you mentioned FLIR, you expect $1.3 billion in sales this year. What does that take – if you had – if you owned it for the full year, what do you think organic for FLIR is in 2021? And what do you think like a more normalized growth rate is once we get over the comps from like the thermal sensing with COVID?

Yes. I think, as you know, last year, the full year revenue was $1.923 billion. We expect it, on a full year basis, to remain flat at about $1.915 billion, $1.9 billion, $1.92 billion. So flat. Having said that, as you mentioned, Joe, the big headwind that we have year-over-year in Teledyne FLIR is that last year, they enjoyed about $100 million of elevated skin temperature product sales. This year, that’s gone away, essentially disappeared. So we’re making that up with other products, some of it in the solutions business, some of it in marine and some of it in the defense business, especially in the unmanned integrated systems businesses. So that kind of sets the tone year-over-year of no growth but being able to offset the $100 million of headwind in UIS – I mean in ESP. Having said that, I am going to look forward to just enjoying the same kind of growth that we enjoyed this year, excluding ESP. If you take that out of the $1.92 billion, the rest of the portfolio grew about 5% organically. So my expectation would be that if everything else being equal and no wheels come off the truck, that we will be able to enjoy that next year.

Alright, thanks. I will jump back in queue.

Sure.

Our next question comes from Jim Ricchiuti with Needham & Company. Please go ahead.

Hi, good morning.

Good morning, Jim.

Congratulations on this first quarter with FLIR. Robert, I wonder if you could talk a little bit about how we might think about the gross margins of the combined company going forward as you really move through the integration process?

Well, that’s a very good question. So let me see if I can answer it properly. Our gross margins as Teledyne, as a standalone company, historical margins have been around 39% – 38% to 39%. Last year, it was up 38.3%. This year first quarter was 38.9%. And second quarter, on a non-GAAP basis, excluding the one-time costs. I think what’s going to happen at the gross margins, if you take ours in 2020 at 38. 3%, I think it’d be safe to say that we can move that up to 43%, maybe 43.3%. And that would be a nice 4% improvement in gross margin with Teledyne FLIR. That’s about the best I can do at this time forward this year. We are right now looking at what will happen in the future. Again, let me go back and emphasize one thing. Because of the hockey stick nature of the revenue in Q2 at FLIR, the SG&A for Q2 was significantly lower than it normalized should be. It was more like 20%, and it really should be between an average about 25% to 27%. So that’s I’m factoring those in at this time.

Got it. That’s helpful. And what can you say about this hockey stick performance from FLIR in Q2? What contributed to that? And if I may, just a question, and then I’ll jump back into the queue, if you or Al, could you just give us any flavor for how your bookings look for the combined company? Thank you.

Sure, Jim. First, the hockey stick nature. I think that’s been a historical practice at Teledyne FLIR. They have always shipped more in the last 2 weeks of the month than in the first 2 weeks of the month. And the last 2 weeks of the quarter, I should say, in the last 2 weeks of the year. Now we’re not exactly totally blameless ourselves. We – I can’t say our revenues are totally linear, but we’ve worked very, very hard over the years to linearize our revenues within the month and within the quarter, month-over-month, everybody has to report on the revenues and bookings weekly. So this is an issue that doesn’t have an overnight answer. But we’re going to work very hard to introduce some of our own practices, working with the FLIR segment execs, sub-segment execs, which, by the way, are really outstanding and get that linearize the shipment. The pager of doing that is that you come down to the end of the month or end of the quarter, something happens or something doesn’t get shipped now you’ve really suffered. You suffered in revenue, you suffered in earnings. So we’re going to work on that. Let me go back to book-to-bill, the question you asked. In terms of Teledyne, stand-alone first, what I’d call legacy Teledyne at this point. We expect that our book-to-bill in – will be above one especially in instruments, I think it will be about 1.7. That includes very strong orders in marine, as I mentioned, in the second and third quarter. In Digital Imaging, excluding FLIR, it was about 1.16 in Q2. But FLIR is below 1. So combined, we think we will be slightly over 1 in Q2 by 1.03, 1.04. Aerospace and Defense in Teledyne good orders bookings, the book-to-bill is about 1.2. Engineered Systems, which is very lumpy is about 1.17. So overall, I’d say, including Teledyne FLIR, we’re going to be over 1 in Q2, maybe 1.06, 1.07.

Got it. Thanks very much.

Sure, Jim.

Our next question comes from Greg Konrad with Jefferies. Please go ahead.

Good morning.

Good morning, Greg.

Just to start on organic growth. I mean, you brought up the forecast for the year a bit to 6.5, which is a little bit of acceleration from what you saw in Q2. You gave some color around Digital Imaging. But can you maybe talk about different segments, expectations for organic growth and maybe how that changed and maybe where there is risks and opportunities in the back half of the year?

Sure. Greg, first, if you go back to January of 2021, we project the net organic growth of about 5.5%, 5.6%. In April, things were started improving with projected organic growth of about 6%. And in this earnings we’ve moved that up to 6.6%. That’s overall what I would say, legacy Teledyne that excluding the FLIR acquisition. If you break that down into its components, instruments, we anticipate with some risks in there, about 6.2%. Digital Imaging, 11.8%, almost 12% for the year, that’s our fastest moving business. We think in Aerospace and Defense, especially now, we’re seeing a little more recovery in the aerospace businesses. We think that will be about 4.4%, 4.5%. And we see a slight – decrease in Engineered Systems something of the order of 1.5%, primarily because, as Al said, we don’t have the turbine engines for the rest of the year. You roll out of that up you end up with 6.5%, 6.6%. Now if the economy continues to improve at a pace that it’s going, especially in our Instrumentation and Digital Imaging businesses, we could improve on that somewhat. But right now, to the best of our ability to project, we’re projecting revenue for the year about – without FLIR, about 3290, and with FLIR about 4582.

That’s very helpful. And then you gave a little color on Digital Imaging margins, but Instrumentation was also very impressive in the quarter. I mean, how do you think about margins there? Was that mix? I mean – and obviously, marine was down a little bit. I mean, how do you see those margins kind of playing out?

Well, let me start with Instrumentation overall. Yes, marine was a little down, but it was down in revenue. The margins were pretty healthy overall, Instrumentation margin in Q2, on a non-GAAP basis. The reason I’m doing this non-GAAP is we do have some intangibles that come in all of these groups. And to compare year-over-year, if I do it non-GAAP, excludes Teledyne legacy GAAP – I mean intangible amortization. Last year, Instrumentation overall margin was 20.4%. This year Q2 is 24%, and we expect to finish the year at 23.2%, which would be almost a 200 basis point improvement, 193 basis point improvement over 2020. And I would distribute that to the fact that the mix of businesses are very good. Our environmental businesses are doing very well and our T&M businesses, which have really high margins because of our oscilloscopes and, of course, our protocols, those margins are superior. So almost 200 basis point improvement year-over-year in Instruments margin, including Marine is – we’re very happy about that. In legacy Digital Imaging, again, our margins for Q2 were really good at 24.4% versus last year’s Q2 of 21.5%. We anticipate to end the year, that is excluding Teledyne FLIR, with margins of 23.1% versus last year’s of a 21.5%, 21.4%, so an improvement of 175 basis points. FLIR, of course, we had tremendous margin in Q2, just 30%, slightly over. I think that will come down closer to 22% as the year goes on based on the hockey stick nature that I described before. And so overall, Digital Imaging should end up about this year about 22.7% with Teledyne FLIR. Our Aerospace and Defense businesses are doing really well, but year-over-year comparisons of we think we will end the year at 18.8% margins, which is 492 basis points improvement over last year, but last year we took some one-time charges, we took a lot of cost out of that the Aerospace side of the business, but nevertheless, that’s almost a 500 basis point improvement in margin. And I expect Engineered Systems to be relatively flat. Roll all of that up, we – from a segment perspective, on a non-GAAP basis, we should enjoy margins of 21. 3% based on everything I know right now, versus last year, 18.7%. And if you throw in the corporate expenses, again, I should reiterate on a non-GAAP basis, we will end up about 20% in margin versus 16.8% last year, which is over 300 basis points improvement. Does that help?

Yes, that’s perfect. And just one last one for me, kind of big picture. I mean, Teledyne has always been consistent with, let’s say, biased to the upside, whether that’s margin expansion each year or organic growth through the cycle. I mean, how do you think about this – the FLIR acquisition changing the enterprise? I mean, I get a lot of questions about 2022. You already pulled forward the synergies from when you first expected. How does it kind of change the opportunity set, whether it’s annual margin expansion or organic growth as we kind of go forward?

Well, let me start by saying behaviors don’t change. We are going to be the same. We are not going to change. We are going to be conservative in our projections. We are always going to try and do better than that. We don’t like taking risks by being too effervescent in our projections. Having said that, having met more the FLIR executive team and they make presentations to the Board gives for them next three days, all of them are going to be working with us. They are really good. They have three outstanding executives that reports to our Executive Vice President, Edwin Roks. And we anticipate they were the same as the rest of Teledyne. Focus on cost, focus on improving margins, focus on growing their top line and where appropriate, we will make the small acquisitions until we pay down our debt. I don’t expect our behavior to change. We will keep improving.

Thank you.

Our next question comes from Andrew Buscaglia with Berenberg. Please go ahead.

Good morning Andrew.

Good morning. That’s Berenberg. So, can you – hey, Robert...

Yes, right. Well, yes, Robert, thanks appreciate your candidates on the call. And I was wondering, can you add on to the kind of the last comment, can you talk a little bit about what are you seeing with FLIR that has surprised you, whether it’s good or bad? It sounds like some of these managers are surprising you in terms of the quality of how they are operating. But is there anything you would like to disclose that you didn’t expect – since having made the acquisition or vice versa where you are surprised that some growth potential you see where you didn’t expect that to be the case when you initially bought FLIR. Anything you could add there would be great.

Well, when we look at the FLIR portfolio, there are really four segments made out of former eight businesses. Three of the segments which would be the Solutions segment, the components or OEM segment and the Unmanned Integrated Systems segment, which comprise about $1.5 billion of the $1.9 billion. We are pleasantly impressed with those three segments. They have good leadership in the three segments with Roger Wells, leading UIS, Paul Clayton, leading OEM and Components and Roger – and Rickard Lindvall, leading the solution businesses. These are really healthy businesses. From their personnel perspective, well I wasn’t surprised because we have visited them many, many times before the acquisition. I was very pleased not only with what we have seen, but also their presentations, yesterday to the Board were just superb. The fourth sub-segment is the one that has some issues. And that’s the Surveillance segment, which is about $400 million. What’s happened there in that segment is that they have had multiple leadership changes, almost annually for the last 4 years to 5 years. There have been kind of milking that cow for the last few years in terms of cash. And they have not paid attention to new product development as much as they should. In that case, what we have done is we have done something – we brought in a Teledyne executive that worked for us before back to run that business. We have this Teledyne executive, her name is JihFen Lei, regarded to run the surveillance business. She used to be one of our executives in our digital imaging business. She went to the government to DoD to work in the research and technology groups. She ended up this year as acting for DoD’s Research and Technology programs, huge program all of the laboratories, all of the businesses. She just joined us two weeks ago. So, I was able to – fortunate to bring her back and she has been here two and a half weeks. She will lead the Surveillance segment which is the one that we need to work on. And I know she will fix that with her job and will get her new products in there and put that on a healthy footing. Having said that, once we solve that I think the four sub-segments are going to be superb with the leadership and then with and then with the combination with legacy Teledyne companies, with all the synergies we can enjoy. We have great aspirations that works for the combined company.

Okay, that’s helpful. What – I am curious with the decisions you have put, we are all under digital imaging, why don’t you break that up with your aerospace and defense exposure and is that a possibility in the future?

Yes. I think the arrangements of the segments are a possibility. But you are going to rock before you start thinking about running. So, safe now keeping it where it is and then drawing lines of communication and collaboration is what we are doing. For example, one of the things we have done very successfully over the last 3 years at Teledyne is our procurement initiatives. We have significant savings that have come out of our procurement. We bought about $1.2 billion worth of products. FLIR buys another $700 million, $800 million of products. We are going to introduce our procurement initiatives there. Eventually, we may do some realignment, but not right now.

Okay. And lastly, Robert, I thought it was – it’s impressive if you can hit these net debt-to-EBITDA targets that you put out there. Do you care to provide some color on what free cash flow could be this year or how to think about that? I realize it’s kind of a messy couple of quarters.

Yes, it is. I think the way I look at it is where we are going to end up the year, everything else being equal. Sue mentioned where we were in Q2, we had a really good Q2. We think we will be around $750 million to $800 million, excluding charges. I want to get there because we want to increase our available cash to pay-down debt from what is now about $670 million, $680 million to over $1 billion, so we can do that. On a go-forward basis, if we didn’t – if we don’t have those charges and we go-forward, so I think $1 billion is a nice number and I feel comfortable of if one can get that number may be in ‘22, maybe I think ‘23 would be more healthier because we have some more expenses in ‘22.

Okay. That’s helpful. Thanks Robert.

Thank you.

Our next question comes from Mike Maugeri with Wolfe Research. Please go ahead.

Hi. Thanks for getting me back in. It’s contingent gears in your commercial aerospace business and I know that ACES is certifying 320 now, but have you seen any demand indicators that have them with sort of point toward a change in behavior on monitoring the cabin environment post-COVID. And then generally just those types of products. Do you sell those to the manufacturers or ? Thank you.

Right. As products in the aftermarket coming out of controls even directly to airlines and we have a decline Mike. We have at least two major airlines testing their cabin environmental sensors. We have great folks for that. As you know we qualified the 737 before in March and then we have surveillance of A-320 which was the bulk of the carriers. We are right now introducing those just to give it to them for a free use and they can test it. But we are not going to do that. So, we have high expectations for that. Just like in some ways there were many versions were mean to reduce the wireless ground make many years ago. Overall on the aerospace businesses things are picking up flat this quarter, year-over-year, quarter-over-quarter. But these are picking up. We are seeing something like in the second quarter orders about 1.2 book to bill. And that’s very healthy for us because that’s a high margin business also. So, we are initially with the Boeing putting their vaccine operation and some of the other airlines specially becoming profitable and we are optimistic that this business will come back slowly, but surely.

Thanks.

Sure Mike.

You have a question from Joe Giordano with Cowen. Please go ahead.

Hi guys. Thanks for getting me back on. I was going to ask about free cash flow. But Robert I think you just answered it a question ago. So, maybe I will just finish with maybe not a bunch going on, but in your space launches and what’s going on in the commercial landscape. Can you maybe just talk about what gives you excited in the space as opposed to you whether it’s through NASA or European Space Agency or commercial like where you think you are best positioned where you are most excited about?

Well, I think first and foremost, we really like our job working and visible in the space domain, anything to do with satellites. We practically supply all of the detectors for space-based observation, both looking out and looking to the earth, including a lot of the environmental studies, whether it’s carbon or whatever. We own a big chunk of that market. But now we are moving to the classified space. So, we have some great imaging products in the classified space programs. Now in the space travel as whatever color you want to call that. Yes, we make some products for – in terms of equipment, but we are not that involved in there right now. I think our focus has to be remained with sensors and information technologies for the immediate future, where we have a strategic advantage because we can make infrared sensors and nobody else can. And with each of these visible sensors, and now having other channels with FLIR for our infrared products, we think that would be the place I see an upside for us. I don’t know if – I am a little cautious on commercial space development. We do have some piece of communication in the OneWeb program, as you know, that everybody wants to build satellites and based upon the you can imagine.

Yes, definitely. And just one quick clarification, when you said $1 billion in cash flow for ‘22, ‘23 something like that, was that a free cash flow comment or is that operating cash flow? Thank you.

That’s free.

That’s what I thought. Thanks.

I moved it a year the minute you said free…

I got it.

Thank you. Operator, are there any other questions.

There is no one else in the queue.

Thank you. In that case, I would like to ask Jason to conclude our conference call. And I want to thank all of you for doing so much homework to ask questions that kept me on my toes. Thank you. Jason?

Thanks, Robert. And again, thanks, everyone, for being on our call today. If you have other follow-up questions or seek more detail, you can always call me as usual with the number in the earnings release. So Amy, if you would go ahead and give the replay information. Thank you very much.

Thank you. This conference will be available for replay starting today at 10 a.m. Pacific through midnight on August 28. The dial-in number is 1-866-207-1041 with an access code of 1317751. That does conclude your conference for today. Thank you for your participation and for using AT&T Event conferencing service. You may now disconnect.