-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TTJ/lWg9oYUNPhfJ0qNq9ieZ44B/ZrzRPyvRGkXeTixjbyj+EYjWjI7d9Dgbbmzz XLcsb+4APExKIvf7MTLlgg== 0000893220-95-000723.txt : 19951108 0000893220-95-000723.hdr.sgml : 19951108 ACCESSION NUMBER: 0000893220-95-000723 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19950924 FILED AS OF DATE: 19951107 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: AIRCRAFT PART & AUXILIARY EQUIPMENT, NEC [3728] IRS NUMBER: 231147939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-05353 FILM NUMBER: 95587707 BUSINESS ADDRESS: STREET 1: 630 W GERMANTOWN PK STE 450 STREET 2: SUITE 450 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 BUSINESS PHONE: 2158346301 MAIL ADDRESS: STREET 1: 630 WEST GERMANTOWN PIKE STREET 2: SUITE 450 CITY: PLYMOUTH MEETING STATE: PA ZIP: 19462 10-Q 1 TELEFLEX INC. THIRD QUARTER FORM 10-Q 1 SECURITIES AND EXCHANGE COMMISSION ---------------------------------- Washington, D.C. 20549 ---------------------- Form 10-Q --------- (X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 24, 1995 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 1-5353 ----------------------------- TELEFLEX INCORPORATED ------------------------------------------------------ (Exact Name of Registrant as Specified in its Charter) Delaware 23-1147939 - ------------------------ ------------------------------------ (State of Incorporation) (IRS Employer Identification Number) 630 West Germantown Pike, Suite 450 Plymouth Meeting, PA 19462 --------------------------------------- ---------- (Address of Principal Executive Office) (Zip Code)
(610) 834-6301 -------------------------------------- (Telephone Number Including Area Code) None ---------------------------------------------------- (Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report) 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 X No ----- ----- Indicate the number of shares outstanding of each of the issuer's classes of Common Stock as of the latest practicable date. Class Outstanding at September 24, 1995 - ----------------------------- --------------------------------- Common Stock, $1.00 Par Value 17,485,996
2 Teleflex Incorporated Condensed Consolidated Balance Sheet (Dollars in Thousands)
Assets Sept. 24, Dec. 25, 1995 1994 -------- -------- Current assets Cash and cash equivalents $ 43,202 $ 24,094 Accounts receivable less allowance for doubtful accounts 186,094 183,745 Inventories Raw materials and manufactured parts 78,151 75,269 Work-in-process and finished goods 120,387 97,836 Prepaid expenses 5,152 9,273 -------- -------- 432,986 390,217 Property, plant and equipment, at cost, less accumulated depreciation 271,541 264,318 Investments in affiliates 7,961 7,980 Intangibles and other assets 47,624 48,274 -------- -------- $760,112 $710,789 ======== ======== Liabilities and shareholders' equity Current liabilities Current portion of borrowings and demand loans $ 78,304 $ 63,678 Accounts payable and accrued expenses 93,710 96,144 Estimated income taxes payable 18,146 9,851 -------- -------- 190,160 169,673 Long-term borrowings 186,076 190,499 Deferred income taxes and other 40,396 41,592 -------- -------- 416,632 401,764 Shareholders' equity 343,480 309,025 -------- -------- $760,112 $710,789 ======== ========
3 Teleflex Incorporated Condensed Consolidated Statement of Income (Dollars in Thousands Except for Per Share Amounts)
Three Months Ended Nine Months Ended ------------------- ------------------- Sept. 24, Sept. 25, Sept. 24, Sept. 25, 1995 1994 1995 1994 -------- -------- -------- -------- Revenues $210,340 $193,367 $671,121 $593,907 -------- -------- -------- -------- Cost of sales 145,876 133,602 460,659 410,869 Operating expenses 47,076 43,697 143,978 125,181 Interest expense 4,692 4,688 14,347 13,953 -------- -------- -------- -------- 197,644 181,987 618,984 550,003 -------- -------- -------- -------- Income before taxes 12,696 11,380 52,137 43,904 Provision for taxes on income 4,444 3,983 18,248 15,366 -------- -------- -------- -------- Net income $ 8,252 $ 7,397 $ 33,889 $ 28,538 ======== ======== ======== ======== Earnings per share $0.46 $0.42 $1.91 $1.63 Dividends per share $0.155 $0.135 $0.445 $0.385 Average number of common and common equivalent shares outstanding 17,829 17,543 17,758 17,509
4 Teleflex Incorporated Condensed Consolidated Statement of Cash Flows (Dollars in Thousands)
Nine Months Ended ---------------------- Sept. 24, Sept. 25, 1995 1994 ------- ------- Cash flows from operating activities: Net income $33,889 $28,538 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 27,049 24,128 Decrease (increase) in accounts receivable 4,946 (26,622) Decrease (increase) in inventory (15,947) 111 Decrease in prepaid expenses 4,213 836 Increase (decrease) in accounts payable and accrued expenses (9,360) 12,212 Increase in estimated income taxes payable 7,873 4,962 ------- ------- 52,663 44,165 ------- ------- Cash flows from financing activities: Proceeds from new borrowings 3,580 3,574 Reduction in long-term borrowings (15,553) (6,641) Increase (decrease) in current borrowings and demand loans 11,706 (358) Proceeds from stock compensation plans and distribution of treasury shares 4,961 3,276 Dividends (7,742) (6,607) ------- ------- (3,048) (6,756) ------- ------- Cash flows from investing activities: Expenditures for plant assets 20,648 15,739 Payments for businesses acquired 8,176 1,972 Proceeds from sale of businesses and assets (6,345) Investments in affiliates 690 3,180 Other, including translation 993 (1,846) ------- ------- 30,507 12,700 ------- ------- Net increase in cash and cash equivalents 19,108 24,709 Cash and cash equivalents at the beginning of the period 24,094 11,255 ------- ------- Cash and cash equivalents at the end of the period $43,202 $35,964 ======= =======
5 Teleflex Incorporated Notes to Condensed Consolidated Financial Statements Note 1 The accompanying unaudited condensed consolidated financial statements for the three months ended September 24, 1995 and September 25, 1994 contain all adjustments, consisting only of normal recurring adjustments, which in the opinion of management are necessary to present fairly the financial position, results of operations and cash flows for the periods then ended in accordance with the current requirements for Form 10-Q. Note 2 At September 24, 1995, 2,046,132 shares of common stock were reserved for issuance under the company's stock compensation plans. Note 3 Business segment information:
Three months ended (000) Sept. 24, 1995 Sept. 25, 1994 Sales Commercial Products $87,701 $79,154 Medical Products 72,612 63,967 Aerospace Products and Services 50,027 50,246 -------- -------- Total $210,340 $193,367 ======== ======== Operating profit Commercial Products $10,864 $8,849 Medical Products 6,410 8,350 Aerospace Products and Services 2,686 1,126 ------- ------- Total $19,960 $18,325 ======= =======
Nine months ended (000) Sept. 24, 1995 Sept. 25, 1994 Sales Commercial Products $299,158 $260,432 Medical Products 217,182 183,433 Aerospace Products and Services 154,781 150,042 -------- -------- Total $671,121 $593,907 ======== ======== Operating profit Commercial Products $44,815 $37,897 Medical Products 21,916 23,459 Aerospace Products and Services 7,116 3,271 ------- ------- Total $73,847 $64,627 ======= =======
6 Management's Analysis of Quarterly Financial Data Results of Operations: Overall Revenues increased 9% in the third quarter of 1995 to $210.3 million from $193.4 million in 1994. The increase was the result of growth in the Commercial and Medical segments while the Aerospace Segment remained flat. One-third of the gain was generated internally and the remainder resulted from several acquisitions made over the last year. Increases in foreign currency translation rates had a small favorable effect on the overall revenue growth of the company. The Commercial, Medical and Aerospace segments comprised 42%, 34% and 24% of the company's net sales, respectively. Gross profit margin declined slightly from 30.9% in 1994 to 30.6% in 1995 and operating expenses decreased from 22.6% to 22.4%. The decline in gross profit margin was the result of declines in the Medical and Commercial segments which were nearly offset by an improvement in the Aerospace Segment. The slight drop in operating expenses as a percentage of sales was due to declines in the Commercial and Aerospace segments which offset an increase in the Medical Segment. The Medical Segment expenses were affected negatively by a $1.2 million pre-tax charge for severence costs incurred during the quarter. Operating profit increased 9% in the third quarter of 1995 from $18.3 million to $20.0 million while operating margin was flat at 9.5% of sales. An increase in both operating profit and operating margin of the Commercial and Aerospace segments offset declines in the Medical Segment. Interest expense in 1995 was unchanged as both interest rates and debt levels remained relatively constant. The effective tax rate was 35% in both 1995 and 1994. Net income in 1995 increased 12% to $8.3 million compared with $7.4 million in 1994 and earnings per share increased 10% to $.46 per share from $.42 per share. Industry Segment Review Sales in the Commercial Segment increased 11% from $79.2 million in 1994 to $87.7 million in 1995. The increase was due to gains in the Automotive and Industrial product lines as the Marine product line declined slightly. Operating profit increased 23% from $8.8 million to $10.9 million and operating margin increased from 11% to 12% of sales. Increases in the 7 Automotive and Industrial product lines offset declines in the Marine product line. The Medical Segment sales increased 14% from $64.0 million in 1994 to $72.6 million in 1995. The increase was evenly spread among internal growth, 1994 acquisitions and the effects of translation. Operating profit declined 23% from $8.4 million in 1994 to $6.4 million in 1995 and operating margin declined from 13% to 9%. While sales have increased, both operating profit and operating margins were hampered by increased new product development expenses, stepped-up direct sales efforts and the assimilation of the 1994 acquisitions into the existing Medical businesses. Additionally, in 1995 a $1.2 million pre-tax charge for severence was incurred during the quarter. The Aerospace Segment sales at $50.0 million in 1995 were flat compared with 1994 as an increase in the aerospace controls product line offset a decline in the Sermatech product line sales. Operating profit increased 139% from $1.1 million in 1994 to $2.7 million in 1995 and operating margin improved from 2% to 5%. The increases were the result of the capacity consolidation and productivity improvements made during 1994. Cash Flow and Financial Position Cash flow from operations increased $8.5 million for the period ended September 1995 compared with September 1994. The improvement resulted primarily from a decrease in accounts receivable offset by inventory growth and the timing of other cash payments. Working capital increased from $220.5 million at December 25, 1994 to $242.8 million at September 24, 1995. The ratio of current assets to current liabilities was 2.3 to 1 at both September 24, 1995 and December 25, 1994. Long-term borrowings declined $4.4 million as net payments offset the effects of translation on the company's foreign currency denominated debt. The ratio of long-term borrowings to total capitalization improved from 38% at December 25, 1994 to 35% at September 24, 1995. 8 Teleflex Incorporated Part II Other Information Item 6. Exhibits and Reports on Form 8-K (A) Reports on Form 8-K. No reports on Form 8-K were filed during the quarter. 9 Teleflex Incorporated 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. TELEFLEX INCORPORATED /s/ Harold L. Zuber, Jr. ------------------------ Harold L. Zuber, Jr. (Principal Financial and Accounting Officer) /s/ Steven K. Chance ------------------------- Steven K. Chance (Vice President) November 3, 1995 EX-27 2 TELEFLEX INC. FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-31-1995 DEC-26-1994 SEP-24-1995 43,202 0 186,094 0 198,538 432,986 271,541 0 760,112 190,160 186,076 17,486 0 0 325,994 760,112 210,340 210,340 145,876 145,876 47,076 0 4,692 12,696 4,444 8,252 0 0 0 8,252 .46 .46
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