EX-99.1 2 w11149exv99w1.htm PRESS RELEASE exv99w1
 

Exhibit 99.1
(TELEFLEX NEWS LOGO)
Contact:   Julie McDowell
Vice President
Corporate Communications
610-948-2836
FOR IMMEDIATE RELEASE   July 26, 2005
TELEFLEX REPORTS SECOND QUARTER 2005 RESULTS
Revenues Up 11%, Core Growth Up 4%; Record Quarterly Earnings from Continuing Operations;
Record First Half Cash Flow from Operations.
Limerick, PA — Teleflex Incorporated (NYSE: TFX) today reported that revenues from continuing operations for the second quarter of 2005 increased 11 percent to $658.0 million, compared to $593.1 million for the second quarter of 2004. Income from continuing operations for the quarter was $38.3 million or 93 cents per diluted share. Income from continuing operations excluding special charges related to the restructuring and divestiture program was $42.6 million or $1.04 per diluted share, an increase of 17 percent over the prior year quarter. Income from continuing operations for the second quarter of 2004 was $36.2 million or 89 cents per diluted share.
     For the first half of 2005, cash flow from continuing operations increased to $162.9 million, up 48 percent compared to $110.0 million realized in the first six months of 2004. Free cash flow for the first six months was $117.4 million compared to $68.7 million in the same period of the prior year, an increase of 71 percent.
     Jeffrey P. Black, president and chief executive officer said, “This was an outstanding quarter for Teleflex. Solid execution on our operating plans delivered a significant increase in our Medical Segment margins, a turnaround for the Aerospace Segment, and growth on both the top and bottom line. Our operating model is producing strong free cash flow and we continue to improve our balance sheet and fundamentals. As a result of the strong first half performance, we are narrowing the full year outlook for earnings from continuing operations excluding special charges to $3.65 to $3.80.”
     Black continued, “We remain focused on the successful completion of our restructuring and divestiture initiatives and the Teleflex team has renewed its focus on the strategic actions we can take to position ourselves for future growth. With confidence in our potential for long-term growth and cash flow generation, the Board of Directors has authorized a $140 million share repurchase program also announced today.”
(MORE)

 


 

Continuing Operations — First Six Months
     For the first six months of 2005, revenues from continuing operations increased 9 percent to $1.28 billion compared to revenues of $1.17 billion for the same period in 2004. Income from continuing operations for the first six months was $63.4 million or $1.55 per diluted share. Income from continuing operations excluding special charges related to the restructuring and divestiture program for the first six months was $73.8 million or $1.81 per diluted share. Income from continuing operations for the prior year was $68.0 million or $1.68 per diluted share.
Discontinued Operations
     Losses from discontinued operations for the second quarter of 2005 were $9.3 million or 23 cents per diluted share compared to a loss from discontinued operations of $2.1 million or 5 cents per diluted share in the second quarter of the prior year. These results include a further gain on sale of assets of $1.7 million related to the first quarter divestiture of Sermatech International. Results also include a charge of $11.1 million or 18 cents per diluted share related to a write down of assets planned for sale. The majority of this charge relates to the automotive pedal systems business with a smaller portion related to a small business in the Medical Segment that is planned for sale. After the end of the quarter, the Company announced the signing of an agreement to divest its automotive pedal systems business. This transaction is expected to close in the third quarter of 2005.
     For the first six months of 2005, income from discontinued operations was $4.3 million or 11 cents per diluted share as compared to a loss of $4.3 million or 11 cents per diluted share for the first six months of 2004.
Net Income
     Net income for the second quarter of 2005 was $29.0 million or 71 cents per diluted share compared to net income of $34.2 million or 84 cents per diluted share for the prior year period. Net income for the first six months of 2005 was $67.7 million or $1.66 per diluted share compared to net income of $63.6 million or $1.57 per diluted share for the same period of the prior year.
Second Quarter 2005 Results from Continuing and Discontinued Operations
     The following table reconciles income and diluted earnings per share from continuing and discontinued operations as reported to income and diluted earnings per share from continuing and discontinued operations excluding special charges and gain on sale of assets.
(MORE)

 


 

                                 
    2Q Continuing Operations     2Q Discontinued Operations  
    (dollars in thousands, except per share)  
Income (loss) and diluted earnings (losses) per share
  $ 38,315     $ 0.93     $ (9,342 )   $ (0.23 )
Special charges:
                               
Restructuring and other costs
    6,653               11,100          
Income tax (benefit) on restructuring costs
    (2,410 )             (3,725 )        
 
                           
Restructuring costs net of tax
    4,243       0.10       7,375       0.18  
Gain on sale of assets
                    (1,687 )        
Income tax on gain on sale of assets
                    590          
 
                             
Gain on sale of assets, net of tax
                    (1,097 )     (0.03 )
Rounding
            0.01               0.01  
 
                       
Income (loss) and diluted earnings (losses) per share excluding special charges
  $ 42,558     $ 1.04     $ (3,064 )   $ (0.07 )
 
                       
Restructuring and Divestiture Program
     The charges against continuing operations associated with the restructuring and divestiture program during the second quarter were $6.7 million and were incurred by segment as follows: Commercial $1.7 million, Medical $4.6 million and Aerospace $0.4 million.
     In addition, the Company expects to incur future restructuring costs over the next four quarters primarily in the Medical Segment with expected costs of $27.2 million to $34.0 million, with some smaller actions to be completed in the Commercial Segment costing between $0.8 million to $2.0 million.
     The projected total cost related to the restructuring and divestiture program continues to be in the range of $203 million to $211 million. The anticipated cash cost of the program is now expected to be between $68 million and $76 million a reduction from earlier projections of $83 million to $91 million due to the tight control of program costs.
Second Quarter 2005 Business Segment Commentary
     The following segment discussion excludes the impact of discontinued operations and items included in restructuring costs as disclosed in the condensed consolidated statements of income. For the second quarter of 2005, the Company’s overall revenue growth of 11 percent consisted of 4 percent from core growth, 2 percent from currency, 1 percent from consolidation of variable interest entities, and 8 percent from acquisitions, which were offset by a 4 percent decline from dispositions.
Medical Segment
     Medical Segment revenues increased 40 percent in the second quarter to $218.9 million from $156.8 million in the second quarter of 2004. The increase consisted of 4 percent from core growth, 3 percent from currency, 2 percent from the consolidation of variable interest entities, and 32 percent from acquisitions, offset by a 1 percent decline from dispositions.
(MORE)

 


 

     Medical Segment revenues increased primarily as a result of increased volume for respiratory care and other disposable medical products and increased sales of specialty devices for medical device manufacturers. Sales of respiratory care products in the European market were particularly strong in the quarter as the Company benefited from the integration of the HudsonRCI and Rüsch product lines. The Segment also benefited from strong sales of specialty devices for the orthopedic market and other new products.
     Medical Segment operating profit increased 62 percent in the second quarter of 2005 to $43.4 million from $26.7 million in the second quarter of 2004. This increase was driven primarily by the strong contribution from the integration of HudsonRCI and also by improvements resulting from changes in the cost structure of the core Medical businesses.
Commercial Segment
     Commercial Segment revenues declined 2 percent in the second quarter of 2005 to $314.7 million from $322.6 million in the second quarter of 2004. Increases of 1 percent in core growth and 2 percent in currency were more than offset by a 5 percent decrease resulting from the disposition of non-core businesses. The Segment benefited from continued strength in its industrial OEM markets and the contribution of new driver control and power and vehicle management products. Sales of power and vehicle management products for the marine and recreational markets slowed when compared to the strong performance in the prior year.
     Commercial Segment operating profit declined 30 percent to $25.4 million from $36.2 million when compared to second quarter last year. This decline primarily reflects the impact of higher than expected costs incurred during the introduction of certain products in the recreational and industrial markets, the mix impact of increased volume for industrial products and lower-volume contributions from products for marine and recreational markets, and the impact of divestitures made in 2004.
Aerospace Segment
     Aerospace Segment revenues increased 9 percent in the second quarter of 2005 to $124.3 million from $113.7 million in the second quarter of 2004. Revenue growth was attributable to strong core growth in all three Aerospace businesses with increases in sales of repair products and services, cargo-handling systems and precision-machined components for aircraft engines.
     Aerospace Segment operating profit improved in the second quarter of 2005 to a profit of $6.6 million from a loss of $5.5 million in the second quarter of 2004. This increase was primarily the result of improvements in the precision-machined components and the cargo systems businesses and a reduction in losses resulting from the exit of the industrial gas turbine aftermarket services.
(MORE)

 


 

Outlook
     Commenting on the outlook for 2005, Mr. Black said, “We are pleased with our performance in the first half and are looking to build on this momentum in the second half. On balance, we expect the second half to look a lot like the first half with additional gains coming from restructuring cost savings. With the restructuring program well underway, we have successfully controlled facility consolidation costs and made only minor adjustments to timing of the plan. We remain confident and look forward to continuing our progress in the coming months.”
     The Company anticipates diluted earnings per share from continuing operations excluding special charges for the full year 2005 will be in the range of $3.65 to $3.80 and expects reported earnings per share from continuing operations including such charges to be in the range of $3.06 to $3.25.
     The Company’s outlook does not take into consideration any potential impact of the $140 million share repurchase program also announced today.
     As previously announced, Teleflex will comment on its second quarter 2005 results on a conference call to be held Wednesday, July 27, at 10:00 a.m. (ET). The call will be available live and archived on the Company’s website at www.teleflex.com and accompanying charts will be posted prior to the call. An audio replay will be available from July 27 until August 1 by calling 888-286-8010 (US/Canada) or 617-801-6888 (International) and enter Passcode # 64887834.
Second Quarter Restructuring Costs from Continuing Operations
                                 
    Commercial     Medical     Aerospace     Total  
    (dollars in thousands)  
Severance and stay bonuses for terminated employees
  $ 1,123     $ 1,052     $ 67     $ 2,242  
Contract termination costs
    70       451             521  
Write down of certain asset values
    156       120             276  
Other restructuring costs
    300       2,991       323       3,614  
 
                       
Total
  $ 1,649     $ 4,614     $ 390     $ 6,653  
 
                       
     Total Projected Restructuring and Other Charges from Continuing and Discontinued Operations
     (dollars in thousands)
                         
Severance and stay bonuses for Terminated employees
  $ 39,000     To   $ 42,000  
Write-down of certain asset values
    135,000     To     135,000  
Contract termination costs
    11,000     To     13,000  
Other restructuring costs
    18,000     To     21,000  
 
                   
 
  $ 203,000             $ 211,000  
 
                   
(MORE)

 


 

Additional Notes and Notes on Non-GAAP Financial Measures:
The Company has determined that it is appropriate to separately identify the following financial measures for all of its majority, but not wholly-owned subsidiaries. The minority interest in consolidated subsidiaries previously included in selling, engineering and administrative expenses totaled $4,764 and $8,876 for the three and six months ended June 27, 2004, respectively. These reclassifications have no impact on previously reported net income.
This press release addresses free cash flow and certain income measures which exclude the effect of restructuring and other costs associated with our restructuring and divestiture program, which may be considered non-GAAP financial measures. A table reconciling cash flow from operations to free cash flow is set forth below. A table reconciling income and diluted earnings per share from continuing and discontinued operations to income and diluted earnings per share from continuing and discontinued operations excluding special charges and gain on sale of assets is set forth above.
The reconciliation of cash flow from operations to free cash flow is as follows :
                 
    YTD June 2005     YTD June 2004  
    (dollars in thousands)  
Cash flow from operations
  $ 162,912     $ 109,978  
Capital expenditures
    (26,387 )     (24,613 )
Dividends
    (19,097 )     (16,635 )
 
           
Free cash flow
  $ 117,428     $ 68,730  
 
           
Certain financial information is presented on a rounded basis which may cause minor differences.
Teleflex at a Glance:
Teleflex is a diversified industrial company with annual revenues of more than $2.4 billion. The Company designs, manufactures and distributes quality engineered products and services for the automotive, medical, aerospace, marine and industrial markets worldwide. Teleflex employs more than 20,000 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.
Caution Concerning Forward-looking information:
This press release contains forward-looking statements, including, but not limited to, statements relating to projected costs of the restructuring program; anticipated divestitures and portfolio adjustments; forecasted 2005 diluted earnings from continuing operations excluding special charges related to restructuring and divestiture; forecasted 2005 diluted earnings per share from continuing operations; anticipated cash flow from operations and improving financial performance; and anticipated benefits from the restructuring and divestiture program; the integration of HudsonRCI and previously discussed portfolio actions. Actual results could differ materially from those in these forward-looking statements due to, among other things, inability to sell businesses at prices, or within time-periods, anticipated by management; unanticipated expenditures in connection with the effectuation of restructuring programs; costs and length of time required to comply with legal requirements applicable to certain aspects of the restructuring program; unanticipated difficulties in connection with consolidation of manufacturing and administrative functions; customer reaction to the program; and other factors described in Teleflex’s filings with the Securities and Exchange Commission.
(MORE)

 


 

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                 
    Three Months Ended  
    June 26,     June 27,  
    2005     2004  
    (Dollars and shares in thousands,  
    except per share)  
Revenues
  $ 657,959     $ 593,111  
Materials, labor and other product costs
    467,441       423,466  
 
           
Gross profit
    190,518       169,645  
Selling, engineering and administrative expenses
    116,219       114,014  
Gain on sales of businesses and assets
          (5,083 )
Restructuring costs
    6,653        
 
           
Income from continuing operations before interest, taxes and minority interest
    67,646       60,714  
Interest expense, net
    10,565       6,145  
 
           
Income from continuing operations before taxes and minority interest
    57,081       54,569  
Taxes on income from continuing operations
    13,585       13,561  
 
           
Income from continuing operations before minority interest
    43,496       41,008  
Minority interest in consolidated subsidiaries
    5,181       4,764  
 
           
Income from continuing operations
    38,315       36,244  
 
           
Operating loss from discontinued operations (including gain on disposal of $1,687 and $0, respectively)
    (13,708 )     (2,354 )
Tax (benefit) from discontinued operations
    (4,366 )     (275 )
 
           
Loss from discontinued operations
    (9,342 )     (2,079 )
 
           
Net income
  $ 28,973     $ 34,165  
 
           
Earnings per share:
               
Basic:
               
Income from continuing operations
  $ 0.94     $ 0.90  
Loss from discontinued operations
  $ (0.23 )   $ (0.05 )
 
           
Net income
  $ 0.71     $ 0.85  
 
           
Diluted:
               
Income from continuing operations
  $ 0.93     $ 0.89  
Loss from discontinued operations
  $ (0.23 )   $ (0.05 )
 
           
Net income
  $ 0.71     $ 0.84  
 
           
Dividends per share
  $ 0.25     $ 0.22  
Weighted average common shares outstanding:
               
Basic
    40,635       40,195  
Diluted
    41,031       40,538  
(MORE)

 


 

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
                 
    Six Months Ended  
    June 26,     June 27,  
    2005     2004  
    (Dollars and shares in thousands,  
    except per share)  
Revenues
  $ 1,282,502     $ 1,171,243  
Materials, labor and other product costs
    917,946       837,131  
 
           
Gross profit
    364,556       334,112  
Selling, engineering and administrative expenses
    232,566       224,683  
Gain on sales of businesses and assets
          (5,083 )
Restructuring costs
    13,947        
 
           
Income from continuing operations before interest, taxes and minority interest
    118,043       114,512  
Interest expense, net
    21,653       12,920  
 
           
Income from continuing operations before taxes and minority interest
    96,390       101,592  
Taxes on income from continuing operations
    23,148       24,761  
 
           
Income from continuing operations before minority interest
    73,242       76,831  
Minority interest in consolidated subsidiaries
    9,879       8,876  
 
           
Income from continuing operations
    63,363       67,955  
 
           
Operating income (loss) from discontinued operations (including gain on disposal of $36,121 and $0, respectively)
    7,364       (4,332 )
Taxes (benefit) on income (loss) from discontinued operations
    3,028       (14 )
 
           
Income (loss) from discontinued operations
    4,336       (4,318 )
 
           
Net income
  $ 67,699     $ 63,637  
 
           
Earnings per share:
               
Basic:
               
Income from continuing operations
  $ 1.56     $ 1.69  
Income (loss) from discontinued operations
  $ 0.11     $ (0.11 )
 
           
Net income
  $ 1.67     $ 1.59  
 
           
Diluted:
               
Income from continuing operations
  $ 1.55     $ 1.68  
Income (loss) from discontinued operations
  $ 0.11     $ (0.11 )
 
           
Net income
  $ 1.66     $ 1.57  
 
           
Dividends per share
  $ 0.47     $ 0.42  
Weighted average common shares outstanding:
               
Basic
    40,544       40,093  
Diluted
    40,865       40,498  
(MORE)

 


 

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
                 
    June 26,     December 26,  
    2005     2004  
    (Dollars in thousands)  
ASSETS
Current assets
               
Cash and cash equivalents
  $ 212,456     $ 115,955  
Accounts receivable, net
    434,580       514,179  
Inventories
    412,131       431,399  
Prepaid expenses
    34,941       32,525  
Assets held for sale
    60,337       54,384  
 
           
Total current assets
    1,154,445       1,148,442  
 
           
Property, plant and equipment, net
    476,143       584,252  
Goodwill
    518,187       524,134  
Intangibles and other assets
    232,714       244,859  
Investments in affiliates
    23,516       24,194  
Deferred tax assets
    105,890       108,555  
 
           
Total assets
  $ 2,510,895     $ 2,634,436  
 
           
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
               
Current borrowings
  $ 46,679     $ 101,856  
Accounts payable
    193,062       183,700  
Accrued expenses
    183,843       210,027  
Income taxes payable
    12,888       11,853  
Liabilities held for sale
    28,925       27,811  
 
           
Total current liabilities
    465,397       535,247  
Long-term borrowings
    615,144       685,912  
Deferred tax liabilities
    134,562       137,349  
Other liabilities
    99,274       100,717  
 
           
Total liabilities
    1,314,377       1,459,225  
Minority interest in equity of consolidated subsidiaries
    61,524       65,478  
Commitments and contingencies
               
Shareholders’ equity
    1,134,994       1,109,733  
 
           
Total liabilities and shareholders’ equity
  $ 2,510,895     $ 2,634,436  
 
           
(MORE)

 


 

TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
                 
    Six Months Ended  
    June 26,     June 27,  
    2005     2004  
    (Dollars in thousands)  
Cash Flows from Operating Activities:
               
Net income
  $ 67,699     $ 63,637  
Adjustments to reconcile net income to net cash provided by operating activities:
               
(Income) loss from discontinued operations
    (4,336 )     4,318  
Depreciation expense
    43,716       41,917  
Amortization expense of intangible assets
    7,368       5,371  
Amortization expense of deferred financing costs
    481        
Gain on sale of businesses and assets
          (5,083 )
Impairment of long-lived assets
    2,664        
Minority interest in consolidated subsidiaries
    9,879       8,876  
Net change in operating assets and liabilities
    35,441       (9,058 )
 
           
Net cash provided by operating activities
    162,912       109,978  
 
           
Cash Flows from Financing Activities:
               
Proceeds from long-term borrowings
    16,000        
Reduction in long-term borrowings
    (69,768 )     (28,990 )
Decrease in notes payable and current borrowings
    (53,524 )     (51,031 )
Proceeds from stock compensation plans
    11,455       12,225  
Dividends
    (19,097 )     (16,635 )
 
           
Net cash used in financing activities
    (114,934 )     (84,431 )
 
           
Cash Flows from Investing Activities:
               
Expenditures for property, plant and equipment
    (26,387 )     (24,613 )
Payments for businesses acquired
    (6,701 )      
Proceeds from sale of businesses and assets
    88,948       23,793  
Investments in affiliates
    (11 )     899  
Other
    (2,600 )     (1,219 )
 
           
Net cash provided by (used in) investing activities
    53,249       (1,140 )
 
           
Cash Flows from Discontinued Operations:
               
Net cash provided by (used in) operating activities
    (2,702 )     6,363  
Expenditures for property, plant and equipment
    (2,024 )     (5,828 )
 
           
Net cash provided by (used in) discontinued operations
    (4,726 )     535  
 
           
Net increase in cash and cash equivalents
    96,501       24,942  
Cash and cash equivalents at the beginning of the period
    115,955       56,580  
 
           
Cash and cash equivalents at the end of the period
  $ 212,456     $ 81,522  
 
           
(MORE)

 


 

TELEFLEX INCORPORATED AND SUBSIDIARIES
SUMMARY OF SEGMENT RESULTS
(Unaudited)
                 
    Three Months Ended  
    June 26,     June 27,  
    2005     2004  
    (Dollars in thousands)  
Revenues:
               
Commercial
  $ 314,706     $ 322,568  
Medical
    218,906       156,846  
Aerospace
    124,347       113,697  
 
           
Total revenues
    657,959       593,111  
 
           
Operating profit (1):
               
Commercial
    25,361       36,201  
Medical
    43,352       26,708  
Aerospace
    6,570       (5,515 )
 
           
Total operating profit
    75,283       57,394  
Corporate expenses
    6,165       6,527  
Gain on sale of businesses and assets
          (5,083 )
Restructuring costs
    6,653        
Minority interest in consolidated subsidiaries (2)
    (5,181 )     (4,764 )
 
           
Income from continuing operations before interest, taxes and minority interest
  $ 67,646     $ 60,714  
 
           
 
(1)   Segment operating profit is defined as a segment’s revenues reduced by its materials, labor and other product costs along with the segment’s selling, engineering and administrative expenses and minority interest. Corporate expenses, gain on sale of businesses and assets, restructuring costs, interest expense and taxes on income are excluded from the measure.
 
(2)   Minority interest in consolidated subsidiaries is included in segment operating profit presented above and must be removed in order to calculate income from continuing operations before interest, taxes and minority interest, as presented on the Company’s condensed consolidated statements of income for the three months ended June 26, 2005 and June 27, 2004, respectively.
(MORE)

 


 

TELEFLEX INCORPORATED AND SUBSIDIARIES
SUMMARY OF SEGMENT RESULTS
(Unaudited)
                 
    Six Months Ended  
    June 26,     June 27,  
    2005     2004  
    (Dollars in thousands)  
Revenues:
               
Commercial
  $ 618,514     $ 635,915  
Medical
    429,750       305,889  
Aerospace
    234,238       229,439  
 
           
Total revenues
    1,282,502       1,171,243  
 
           
Operating profit (1):
               
Commercial
    50,178       67,917  
Medical
    76,520       49,792  
Aerospace
    8,533       (4,068 )
 
           
Total operating profit
    135,231       113,641  
Corporate expenses
    13,120       13,088  
Gain on sale of businesses and assets
          (5,083 )
Restructuring costs
    13,947        
Minority interest in consolidated subsidiaries (2)
    (9,879 )     (8,876 )
 
           
Income from continuing operations before interest, taxes and minority interest
  $ 118,043     $ 114,512  
 
           
 
(1)   Segment operating profit is defined as a segment’s revenues reduced by its materials, labor and other product costs along with the segment’s selling, engineering and administrative expenses and minority interest. Corporate expenses, gain on sale of businesses and assets, restructuring costs, interest expense and taxes on income are excluded from the measure.
 
(2)   Minority interest in consolidated subsidiaries is included in segment operating profit presented above and must be removed in order to calculate income from continuing operations before interest, taxes and minority interest, as presented on the Company’s condensed consolidated statements of income for the six months ended June 26, 2005 and June 27, 2004, respectively.
###