-----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, MR1Ex38zNEADsfyEK+5YsOuIsRDSnyIO5pws9rjNTTBNhj8UrP/CjD+U/rpfvrpy hTev5dBVJjDxaka1ExGNgw== 0000893220-03-000686.txt : 20030422 0000893220-03-000686.hdr.sgml : 20030422 20030422172848 ACCESSION NUMBER: 0000893220-03-000686 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20030422 ITEM INFORMATION: Financial statements and exhibits ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20030422 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: SURGICAL & MEDICAL INSTRUMENTS & APPARATUS [3841] IRS NUMBER: 231147939 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-05353 FILM NUMBER: 03658864 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 8-K 1 w85742e8vk.txt TELEFLEX, INC. FORM 8-K OMB APPROVAL OMB Number: 3235-0060 Expires: March 31, 2003 Estimated average burden hours per response: 1.25 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 DATE OF REPORT (DATE OF EARLIEST REPORTED) Date of Report (Date of earliest reported) April 22, 2003 TELEFLEX INCORPORATED (Exact name of registrant as specified in its chapter) Delaware 1-5353 23-1147939 (State or other jurisdiction (Commission (IRS Employer of incorporation File Number) Identification No.) 630 West Germantown Pike Suite 450 Plymouth Meeting, PA 19462 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (610) 834-6301 ---------------------------------------------------------- (Former name or former address, if changed since last report) ITEM 7(C). EXHIBITS 99.1 Press Release of Teleflex Incorporated dated April 16, 2003 reporting Teleflex Incorporated's financial results for the first quarter of 2003. 99.2 Summary of April 17, 2003 Conference Call with Analysts and Investors. ITEM 9. REGULATION FD DISCLOSURE; AND ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On April 16, 2003, Teleflex Incorporated issued a press release announcing its financial results for the first quarter of 2003. A copy of the press release and the summary of conference call are furnished as Exhibits 99.1 and 99.2 to this report and are incorporated herein by reference. 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 hereunto duly authorized. TELEFLEX INCORPORATED /s/ Joan W. Schwartz ----------------------------- JOAN W. SCHWARTZ ASSOCIATE GENERAL COUNSEL AND ASSISTANT SECRETARY DATE: APRIL 22, 2003 EX-99.1 3 w85742exv99w1.txt PRESS RELEASE DATED APRIL 16, 2003 Julie McDowell Vice President, Corporate Communications 610-834-6301 FOR IMMEDIATE RELEASE April 16, 2003 TELEFLEX ANNOUNCES FIRST QUARTER 2003 RESULTS; REVENUES INCREASED 7% TO $546 MILLION Plymouth Meeting, PA -- Teleflex Incorporated (NYSE: TFX) announced today that revenues for the first quarter ended March 30, 2003 increased 7% to $546.2 million compared to $508.4 million for the prior year. Net income in the quarter was $29.2 million and diluted earnings per share were 74 cents compared with 77 cents for the same period a year ago. During the quarter, the company completed the sale of an investment resulting in a pre-tax gain of $3.1 million, or 5 cents per share after tax. "Teleflex produced increased revenues for the first quarter based on strong performances in our Commercial and Medical businesses," stated Jeffrey P. Black, president and chief executive officer. "Our Commercial Segment increased revenues and operating profit across all three product lines with solid increases in sales of Automotive and Industrial products and our Medical Segment continued to grow with strong demand for Health Care Supply products. At the same time, our Aerospace businesses addressed difficult market conditions and results were negatively impacted by facility closures and sharply reduced volumes in the Industrial Gas Turbine product lines." Mr. Black added, "Overall, Teleflex businesses executed well in a tough environment. We continue to expect revenues and earnings will increase at a single digit percentage rate in 2003 with improved performance as new products are launched during the year." For the quarter, Commercial Segment sales increased 13% over last year with gains across the Automotive, Industrial and Marine product lines. Automotive and Industrial product lines reported double digit sales increases, while Marine sales increased modestly. Automotive sales benefited from a stronger Euro and increased volume in the adjustable pedal line. Industrial sales increased primarily as a result of acquisitions. Marine sales improved slightly with increased sales to original equipment manufacturers and of non-marine products. Commercial operating profit was up 13% with (MORE) all three product lines reporting improvement. Operating profit improved primarily on volume increases in all three product lines and prior year cost and capacity reduction efforts in the Automotive product line. Medical Segment sales and operating profit rose 10% in the first quarter. Health Care Supply reported higher sales due largely to currency effects and, to a lesser extent, increased volumes for anesthesia products. Surgical Devices sales improved slightly as a result of an acquisition. In Health Care Supply, operating profit and margin improved in the quarter as a result of higher volumes and the continuing shift to manufacturing in lower cost countries. Operating profit in Surgical Devices was relatively flat and margins declined as a result of product mix. Aerospace Segment sales declined 5% in the quarter and operating profit decreased over 80% as the commercial aerospace and power generation markets remained under pressure. Lower sales in Industrial Gas Turbine Services were partially offset by gains in Repair Services and Cargo Systems. Operating profit declined on the significantly lower volume in Industrial Gas Turbine Services and costs related to the closing of three facilities. Cash flow from operations in the first quarter was $27.2 million compared to $28.3 million a year ago. The balance sheet continues to provide a strong foundation for growth with total debt to capitalization of 32%. As previously announced, Teleflex will comment on first quarter 2003 results on a conference call to be held Thursday, April 17, at 11:15 a.m. (ET). The call will be archived and available on the company's website, WWW.TELEFLEX.COM. The figures are as follows: COMPARATIVE SUMMARY OF REVENUES AND EARNINGS (UNAUDITED)
PERCENT THREE MONTHS ENDED MARCH 30, 2003 MARCH 31, 2002 CHANGE - ------------------ -------------- -------------- ------ Sales Commercial $299,811,000 $265,752,000 13% Medical 118,145,000 107,303,000 10% Aerospace 128,265,000 135,341,000 (5%) ------------ ------------ Total $546,221,000 $508,396,000 7% Operating profit Commercial $29,127,000 $25,704,000 13% Medical 19,047,000 17,367,000 10% Aerospace 1,913,000 11,429,000 (83%) ------------ ------------ Total $50,087,000 $54,500,000 (8%)
(MORE) COMPARATIVE SUMMARY OF REVENUES AND EARNINGS (CONTINUED) (UNAUDITED)
PERCENT THREE MONTHS ENDED MARCH 30, 2003 MARCH 31, 2002 CHANGE ----------- ----------- ----------- Less: Interest expense 6,565,000 6,036,000 9% Corporate expenses 5,055,000 4,570,000 11% Non-operating gain (3,068,000) -- -- ----------- ----------- Income before taxes 41,535,000 43,894,000 (5%) Taxes on income 12,294,000 13,476,000 (9%) ----------- ----------- Net income $29,241,000 $30,418,000 (4%) =========== =========== Earnings per share: Basic $.74 $.78 (5%) Diluted $.74 $.77 (4%) Average common shares outstanding: Basic 39,446,000 39,038,000 Diluted 39,700,000 39,638,000
CONDENSED CONSOLIDATED BALANCE SHEET (UNAUDITED)
MARCH 30, 2003 DECEMBER 29, 2002 -------------- -------------- ASSETS Current assets Cash and cash equivalents $43,102,000 $44,494,000 Accounts receivable, net 444,576,000 401,888,000 Inventories 394,037,000 365,535,000 Prepaid expenses 27,329,000 25,978,000 -------------- -------------- 909,044,000 837,895,000 Property, plant and equipment, net 611,605,000 604,241,000 Goodwill 276,873,000 257,999,000 Intangibles and other assets 76,592,000 68,810,000 Investments in affiliates 37,674,000 44,439,000 -------------- -------------- $1,911,788,000 $1,813,384,000 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current borrowings $220,817,000 $182,776,000 Accounts payable and accrued expenses 293,640,000 276,938,000 Income taxes payable 49,088,000 38,769,000 -------------- -------------- 563,545,000 498,483,000 Long-term borrowings 226,810,000 240,123,000 Deferred income taxes and other 171,757,000 162,497,000 -------------- -------------- 962,112,000 901,103,000 Shareholders' equity 949,676,000 912,281,000 -------------- -------------- $1,911,788,000 $1,813,384,000 ============== ==============
(MORE) CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED)
THREE MONTHS ENDED MARCH 30, 2003 MARCH 31, 2002 ----------- ----------- Cash flows from operating activities $27,177,000 $28,300,000 Cash flows from financing activities: Reduction in long-term borrowings (6,292,000) (9,933,000) Increase in current borrowings and demand loans 25,206,000 21,481,000 Stock compensation plans 476,000 5,951,000 Dividends (7,100,000) (6,627,000) ----------- ----------- 12,290,000 10,872,000 ----------- ----------- Cash flows from investing activities: Expenditures for plant assets (21,831,000) (22,523,000) Payments for businesses acquired (22,916,000) (9,742,000) Proceeds from the sale of businesses and other 3,888,000 (1,990,000) ----------- ----------- (40,859,000) (34,255,000) ----------- ----------- Net (decrease) increase in cash and cash equivalents (1,392,000) 4,917,000 Cash and cash equivalents at the beginning of the period 44,494,000 46,900,000 ----------- ----------- Cash and cash equivalents at the end of the period $43,102,000 $51,817,000 =========== ===========
TELEFLEX AT A GLANCE: Teleflex is a diversified industrial company with annual revenues of more than $2 billion. The company designs, manufactures and distributes quality engineered products and services for the aerospace, medical, automotive, marine and industrial markets worldwide. Teleflex employs more than 18,000 people worldwide who focus on providing innovative solutions for customers. Additional information about Teleflex, including a recent archived conference call with analysts and investors, can be obtained from the company's website on the Internet at WWW.TELEFLEX.COM. FORWARD-LOOKING INFORMATION: Statements in this news release, other than historical data, are considered forward-looking statements under the Private Securities Litigation Reform Act of 1995. These statements are subject to various risks and uncertainties that could cause actual results to differ from those contemplated in the statements. These factors are discussed in the company's Securities and Exchange Commission filings. -30- EX-99.2 4 w85742exv99w2.txt SUMMARY OF APRIL 17, 2003 CONFERENCE CALL EDITED BRIEF CCBN StreetEvents Event Brief TFX - Q1 2003 Teleflex, Incorporated Earnings Conference Call Event Date/Time: Apr. 17. 2003 / 11:15AM ET Event Duration: 41 min Overview: Medical and commercial segments were up, while aerospace segment was down. EPS was down 4% in 1Q03, as the aerospace decline outpaced the positive performances in the other segments. The revenue growth of 7% comprised 4% from acquisitions, 5% from currency translation, and a decline in the core business of 2%. Q&A Focus: Aerospace, outlook and working capital. CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 1
EDITED BRIEF Apr. 17. 2003 / 11:15AM, TFX - Q1 2003 Teleflex, Incorporated Earnings Conference Call Brief CORPORATE PARTICIPANTS Jeffrey Black Teleflex Incorporated - President & CEO Harold Zuber Teleflex Incorporated - EVP & CFO Julie McDowell Teleflex Incorporated - VP Corporate Communications OVERVIEW Medical and commercial segments were up, while aerospace segment was down. EPS was down 4% in 1Q03, as the aerospace decline outpaced the positive performances in the other segments. The revenue growth of 7% comprised 4% from acquisitions, 5% from currency translation, and a decline in the core business of 2%. Q&A Focus: Aerospace, outlook and working capital. FINANCIAL DATA 1. Sales in 1Q03 = $546m. 2. Net income = $29.2m. 3. EPS = $0.74. Presentation Summary: 16 min I. REVIEW OF 1Q03 (H.Z.) A. HIGHLIGHTS: 1. Sales increased in 1Q03 to $546m, up 7%. 2. Net income was $29.2m. 3. EPS was $0.74 vs. $0.77 in the prior year. a. Included in $0.74 is a $0.05 gain from the sale of a non-core equity investment. 4. Medical and commercial segments were up, while aerospace segment was down. 5. EPS was down 4% in 1Q03, as the aerospace decline outpaced the positive performances in the other segments. 6. The revenue growth of 7% comprised 4% from acquisitions, 5% from currency translation, and a decline in the core business of 2%. a. The core decline was driven by the industrial gas turbine product line in the aerospace segment. 7. International operations accounted for 46% of sales in 1Q03 and 48% of operating profit. 8. Stronger local currencies, primarily Euro added 5% to the topline and 3% to the operating profit, making translations slightly dilutive to operating margins. 9. Gross profit, as a percent of sales, was 26% and SG&A, as a percent of sales, was 16.9%. 10. The co.'s financial position remained strong with debt to total capital at 32%. 11. Cash flow from operations of $27m was relatively flat with 1Q02. a. 1Q has historically suffered as a result of the seasonal nature in several of the co.'s businesses. 12. Receivables were a little slow because of the increased European mix, particularly in medical. B. ISSUES IN AIRLINE INDUSTRY: 1. The co. does business of about $30-35m directly with airlines around the world. 2. Through this recent spate of bankruptcies, the co. has suffered approx. $250,000 in losses. 3. In terms of size, the co. has about $75,000 outstanding with AMR currently. C. AEROSPACE SEGMENT: 1. In aerospace, the 5% decline in sales in attributable ironically not to the aerospace lines, but for the industrial gas turbine business. CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 2
EDITED BRIEF Apr. 17. 2003 / 11:15AM, TFX - Q1 2003 Teleflex, Incorporated Earnings Conference Call Brief 2. Telair, with the delivery of three main deck systems and repairs, with the addition of new services experienced gains in 1Q03. 3. The manufacturing group was flat. 4. Given the severity of the market declines in aerospace, roughly 15-20% and power gen, over 60%, the relatively better performance was encouraging for the next upturn. 5. Backlog remained at about $250m, constant with year-end. 6. Operating profit in aerospace was primarily impacted by the steep volume in IGT and to a lesser extent, the squeeze of currency on Telair, and the closure of three plants in this segment. 7. A Telair container facility and two IGT service facilities were closed in 1Q03. 8. The cost associated with the wind down and the cost to close the plants approximated $3m. 9. Within aerospace this brings to six the facilities closed over the last year and TFX is planning one more in 2Q. 10. Operating profit in repairs and manufacturing are relatively flat with a year ago. D. MEDICAL SEGMENT: 1. This segment had a good performance and reached double-digit increases in sales and operating profit. 2. Sales increased in healthcare supply and surgical devices, although growth in healthcare supply far outpaced its counterpart. 3. In healthcare supply, the stronger euro made a significant contribution, but new products such as the perky twist and the temperature catheter added to the increase. 4. Sales in surgical devices were up as a result of Spinal Instruments acquisition in 3Q02. 5. Operating profit and margin improved in healthcare supply. a. This effect was enhanced by the stronger euro. 6. Operating profit in surgical devices was relatively flat and margins slightly lower, as a result of product mix and this has been continuing. 7. On the plus side, Hem-o-look clip continued to pick up momentum. 8. On-site services grew double digit and the closure in 4Q of an off-site services contributed to profitability. E. COMMERCIAL SEGMENT: 1. Sales increased 13% by a combination of acquisitions, translation in core growth. 2. All three product lines, automotive, marine, and industrial experienced growth in sales and operating profits. 3. Additionally, automotive operating profit and margin increased not only as a result of volume, but also from the three plant closings in 2002. 4. In marine, sales were up slightly, driven by non-marine products such as military burner and the adjustable pedal for truck and bus markets. 5. Marine OEM products continued to experience strength, but the late spring affected volume in the most profitable after market business. F. GUIDANCE: 1. TFX gives guidance of a single-digit increase for the full year, as 2Q looks flattish. II. OPERATIONAL OVERVIEW (J.B.) A. GROWTH INITIATIVES AND PROGRAMS: 1. Commercial and medical businesses have both performed very well with solid increases in revenues and profits. 2. Core growth in 1Q03 was down 2%, the result of the dramatic swing in the industrial gas turbine market. 3. Looking for broad-based new product sales growth. 4. Marine business: 5. Recently launched a product called Smartcast (fish finder - shore, dock or canoe). 6. Smartcast uses a remote sensor attached to a fishing line. 7. TFX has a wristwatch version launching in 2Q, just in time for Father's Day. 8. Medical: 9. Product innovation in surgical devices: CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 3
EDITED BRIEF Apr. 17. 2003 / 11:15AM, TFX - Q1 2003 Teleflex, Incorporated Earnings Conference Call Brief 10. Surgiclear - a hand-held device with suction and irrigation controls that improves the visual field of surgeons for performing sinus surgery and other procedures. 11. Advac (Phonetic) - a new Hem-o-lok automatic clipper used for legation and open surgical procedures, launched at the end of March. 12. Expanding the distribution of spinal surgery instruments acquired last year. B. PRODUCTS & MARKETS: 1. No single product has a big financial impact, but collectively should help through the remainder of the year. 2. TFX is working to capitalize the co.'s investments in new markets. 3. The co. has penetrated many new markets - RV, bus, and industrial vehicles. 4. Has put some of the other TFX products into these markets like alternative field systems, fluid handling, and pedals. 5. Acquisition of Southwest Wire Rope also opened markets for other TFX products. 6. Heavy duty cables are sold to utilities, telecommunications, oil drilling and construction companies. 7. Heavy trucks and bus markets have been sluggish overall and TFX is not seeing much growth there. 8. Sales and new products going into the market represent future growth. 9. Continues to expand globally. 10. Last quarter, sales from products generated outside US rose to a high of 46%. 11. Continues to grow the co.'s market share for products in Europe and Asia, with increased volume in both Automotive and Medical, this quarter. 12. Still getting started in Asia, and the co. sees a potential here for a number of product lines in future. C. ACQUISITION: 1. Acquisitions will be an important part of the co.'s growth strategy. 2. Most of the co.'s acquisitions tend to be in the $75m range and under. 3. Expecting to conclude three acquisitions within 2Q03. D. OUTLOOK: 1. Economy is uncertain. 2. Plan does not assume any acquisitions nor pick up in the US economy until 3Q & 4Q. 3. Continues to expect revenues and earnings in 2003 to increase in single-digit percentages over 2002. 4. Focused on continuing to strengthen the co.'s businesses, invest in new products, deliver value for customers, and close some of the acquisitions. CCBN StreetEvents streetevents@ccbn.com 617.603.7900 www.streetevents.com 4
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