Business Combinations, Goodwill and Acquired Intangible Assets | Business Combinations, Goodwill and Acquired Intangible Assets Acquisition of FLIR Systems, Inc. On May 14, 2021, Teledyne acquired the outstanding stock of FLIR for approximately $8.1 billion, comprising of net cash payments of $3.7 billion, net Teledyne share issuances of $3.9 billion, and the assumption of FLIR debt of $0.5 billion. FLIR stockholders received $28.00 per share in cash and 0.0718 shares of Teledyne common stock for each FLIR share, and Teledyne issued approximately 9.5 million shares at $409.41 per share. In 2021, Teledyne completed various financing activities related to the acquisition of FLIR. See Note 10 to these Notes to Condensed Consolidated Financial Statements for information regarding financing activities undertaken in connection with the FLIR acquisition. Founded in 1978, FLIR is an industrial technology company focused on intelligent sensing solutions for defense and industrial applications. FLIR offers a diversified portfolio that serves a number of applications in government and defense, industrial, and commercial markets. FLIR develops technologies that enhance perception and awareness. FLIR designs, develops, markets, and distributes solutions that detect people, objects and substances that may not be perceived by human senses and improve the way people interact with the world around them. FLIR technologies include thermal imaging systems, visible-light imaging systems, locater systems, measurement and diagnostic systems, and advanced threat-detection solutions. FLIR is part of the Digital Imaging segment. The primary reasons for the FLIR acquisition were as follows: • the synergies in merging with a business that has the same core business model based on proprietary sensor technologies, but with different products and markets; • the opportunity to add new and complementary products with FLIR’s products based on different semiconductor technologies for imaging across different wavelengths than Teledyne products, and the opportunity to serve different customers and applications, with minimal overlapping technologies and markets; • the expectation of combining two businesses that both provide sensors, cameras and sensor systems to customers and both business portfolios being balanced among commercial and government markets and geographies, but with Teledyne primarily producing extremely high-performance infrared detectors used for astronomy and space-based imaging applications compared to FLIR’s products focused on helicopters to soldiers to firefighters throughout commercial tomography and automotive advanced driver systems; • the opportunity to add FLIR’s suite of imaging sensor products based on different semiconductor technologies for different wavelengths to Teledyne’s offerings; The significant factors that resulted in recognition of goodwill were: (a) the purchase price was based on cash flow and return on capital projections assuming integration with our businesses and (b) the calculation of the fair value of tangible and intangible assets acquired that qualified for recognition. Goodwill resulting from the FLIR acquisition will not be deductible for tax purposes. The following table presents the preliminary purchase price allocation for FLIR. We are accounting for the FLIR acquisition under the acquisition method and are required to measure identifiable assets acquired and liabilities assumed of the acquiree at the fair values on the closing date. The Company made an initial allocation of the purchase price at the date of acquisition based upon its understanding of the fair value of the acquired assets and assumed liabilities. As of July 4, 2021, the measurement period (not to exceed one year) is open; therefore, the assets acquired and liabilities assumed related to the FLIR acquisition are subject to adjustment until the end of the respective measurement period. The Company is in the process of specifically identifying the amounts 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 obtaining 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 July 4, 2021 are preliminary since there was insufficient time between the acquisition date and the end of the period to finalize the analysis. Fair values allocated to the assets acquired and liabilities assumed - FLIR (in millions): Cash and cash equivalents $ 287.7 Accounts receivables, net 240.2 Unbilled receivables, net 72.2 Inventories, net 565.8 Prepaid expenses and other current assets 106.3 Total current assets 1,272.2 Property, plant and equipment 394.8 Goodwill 5,377.6 Acquired intangible assets 2,400.0 Other long-term assets 85.8 Total assets acquired 9,530.4 Accounts payable 145.4 Accrued liabilities 239.7 Total current liabilities assumed 385.1 Long-term debt, net 496.8 Long-term deferred tax liabilities 601.3 Other long-term liabilities 138.6 Total liabilities assumed 1,621.8 Consideration transferred $ 7,908.6 Consideration transferred, net of cash acquired (a) $ 7,620.9 (a) The consideration transferred included approximately $3.9 billion of Teledyne shares issued to existing shareholders of the acquired company. This $3.9 billion of equity consideration is a non-cash transaction. An immaterial portion of the cash consideration for certain vested FLIR restricted stock awards was deferred at the election of the award holder and will be paid out in future periods . During fiscal year 2018, the Swedish Tax Authority (“STA”) issued a reassessment of tax for the year ending December 31, 2012 to one of FLIR’s non-operating subsidiaries in Sweden. The reassessment concerns the use of tax credits applied against capital gains pursuant to European Union Council Directive 2009/133/EC, commonly referred to as the EU Merger Directive, and assesses taxes and penalties totaling approximately $357.8 million (Swedish kroner 3.1 billion) as of July 4, 2021. On March 26, 2020, FLIR received an adverse judgment from the First Instance Court of Sweden (the “Court”) regarding the STA’s reassessment. FLIR has appealed the decision to the Administrative Court of Appeal in Stockholm. The Appellate Court hearing has been scheduled for September 15, 2021. Historically, FLIR has not accrued a liability for this matter. No adjustments have been made for this Swedish tax matter in Teledyne’s current preliminary estimates of the purchase price allocation. The final acquisition accounting adjustments for this Swedish tax matter may be materially different, as Teledyne obtains additional information on this matter and as additional information is made known during the post-acquisition measurement period. An adverse resolution to this Swedish tax matter could materially impact cash flow. The following table is a summary at the acquisition date of the acquired intangible assets and weighted average useful life in years for the FLIR acquisition made in 2021 (dollars in millions): Intangibles subject to amortization:(a) Intangible Assets Weighted average useful life in years Proprietary technology $ 1,412.0 10.0 Customer list/relationships 380.0 12.0 Backlog 8.0 0.8 Total intangibles subject to amortization 1,800.0 10.4 Intangibles not subject to amortization:(a) Trademarks 600.0 Total acquired intangible assets $ 2,400.0 a) The amounts recorded as of July 4, 2021 are preliminary since there was insufficient time between the acquisition date and the end of the period to finalize the analysis. With significant operations in the United States, Europe and Canada, FLIR had sales of approximately $1,932.7 million for its fiscal year ended December 31, 2020. FLIR’s results have been included since the date of the acquisition and include $301.4 million in net sales and operating income of $23.8 million, which included $70.2 million in acquisition-related costs. The second quarter of 2021 net sales reflected the historical uneven sales pattern for FLIR which resulted in higher sales in the second half of the quarter. The second quarter of 2021 includes pretax charges of $140.7 million related to the acquisition of FLIR, of which, $23.7 million was recorded to cost of sales and $117.0 million was recorded to selling, general and administrative expenses. Of these amounts, $70.2 million impacted Digital Imaging segment’s operating income. The first six months of 2021 includes pretax charges of $177.2 million related to the acquisition of FLIR, of which, $23.7 million was recorded to cost of sales, $122.9 million was recorded to selling, general and administrative expenses and $30.6 million was recorded to interest and debt expense. Of these amounts, $70.2 million impacted the Digital Imaging segment’s operating income, which included $24.0 million of integration-related costs, $22.8 million in acquired intangible asset amortization expense and $23.4 million in inventory step-up expense. The unaudited proforma information below, as required by GAAP, assumes that FLIR had been acquired at the beginning of the 2020 fiscal year and includes the effect of transaction accounting adjustments. These adjustments include the financing costs associated with debt to fund the acquisition, amortization of acquired intangible assets, depreciation of the fair value step-up of acquired property, plant and equipment, and amortization of inventory fair value step-up (assumed to be fully amortized in 2020) as well as the issuance of Teledyne common stock in connection with the acquisition. These costs are considered non-recurring costs that were necessary to complete the acquisition and are included in the unaudited pro forma condensed combined statement of operations. This unaudited proforma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have resulted had the acquisition been in effect at the beginning of the 2020 fiscal year. In addition, the unaudited proforma results are not intended to be a projection of future results and do not reflect any operating efficiencies or cost savings that might be achievable. The following table presents proforma net sales, net income and earnings per share data assuming FLIR was acquired at the beginning of the 2020 fiscal year: Second Quarter (a) Six Months (a) (unaudited - in millions, except per share amounts) 2021 2020 2021 2020 Net sales $ 1,275.0 $ 1,225.3 $ 2,548.0 $ 2,460.8 Net income $ 93.2 $ 91.3 $ 192.3 $ 118.5 Basic earnings per common share $ 2.19 $ 1.98 $ 4.84 $ 2.57 Diluted earnings per common share $ 2.14 $ 1.93 $ 4.71 $ 2.51 (a) The above unaudited proforma information is presented for the FLIR acquisition as it is considered a material acquisition. Acquisition of the OakGate Technology, Inc. On January 5, 2020, we acquired OakGate Technology, Inc. (“OakGate”) for $28.5 million in cash, net of cash acquired. Based in Loomis, California, OakGate provides software and hardware designed to test electronic data storage devices from development through manufacturing and end-use applications. OakGate is part of the Test and Measurement product line of the Instrumentation segment. Teledyne funded the acquisition with cash on hand. The results of the OakGate acquisition have been included in Teledyne’s results since the date of the acquisition. Goodwill resulting from the acquisition of OakGate is not deductible for tax purposes. Goodwill and Acquired Intangible Assets Teledyne’s goodwill was $7,515.9 million at July 4, 2021 and $2,150.0 million at January 3, 2021. The increase in the balance of goodwill in 2021 related to goodwill acquired in the FLIR acquisition. Teledyne’s net acquired intangible assets were $2,765.8 million at July 4, 2021 and $409.7 million at January 3, 2021. The increase in the balance of net acquired intangible assets reflected the acquired intangible assets acquired in the FLIR acquisition. Acquired intangible assets are summarized as follows: July 4, 2021 January 3, 2021 Acquired intangible assets (in millions): Gross carrying amount Accumulated amortization Net carrying amount Gross carrying amount Accumulated amortization Net carrying amount Proprietary technology $ 1,832.0 $ 276.0 $ 1,556.0 $ 420.3 $ 242.7 $ 177.6 Customer list/relationships 548.8 121.9 426.9 168.3 112.8 55.5 Patents 0.6 0.6 — 0.7 0.7 — Non-compete agreements 0.9 0.9 — 0.9 0.9 — Trademarks 4.5 3.8 0.7 4.5 3.6 0.9 Backlog 24.5 17.7 6.8 16.5 16.5 — Total intangibles subject to amortization 2,411.3 420.9 1,990.4 611.2 377.2 234.0 Intangibles not subject to amortization: Trademarks 775.4 — 775.4 175.7 — 175.7 Total acquired intangible assets $ 3,186.7 $ 420.9 $ 2,765.8 $ 786.9 $ 377.2 $ 409.7 |