-----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, SX+ADgDXnv3sgjx1xrscT7MN2iNobGHlQD+kidcsXwzilLTg4fqQZ+42bygUAYxU FZkEqgAjmAvVQHUPZOCQPA== 0000893220-96-000805.txt : 19960517 0000893220-96-000805.hdr.sgml : 19960517 ACCESSION NUMBER: 0000893220-96-000805 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960331 FILED AS OF DATE: 19960515 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TELEFLEX INC CENTRAL INDEX KEY: 0000096943 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLE PARTS & ACCESSORIES [3714] 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: 96565275 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 FORM 10-Q TELEFLEX INCORPORATED 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 March 31, 1996 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 March 31, 1996 - ----------------------------- ----------------------------- Common Stock, $1.00 Par Value 17,606,718 2 Teleflex Incorporated Condensed Consolidated Balance Sheet (Dollars in Thousands) Assets
Mar. 31, Dec. 31, 1996 1995 -------- -------- Current assets Cash and cash equivalents $ 94,505 $ 55,654 Accounts receivable less allowance for doubtful accounts 193,326 186,077 Inventories Raw materials 65,740 74,281 Work-in-process 35,009 40,694 Finished goods 75,807 77,547 Prepaid expenses 8,834 11,553 -------- -------- 473,221 445,806 Property, plant and equipment, at cost, less accumulated depreciation 265,179 271,786 Investments in affiliates 14,750 13,557 Intangibles and other assets 58,755 54,022 -------- -------- $811,905 $785,171 ======== ======== Liabilities and shareholders' equity Current liabilities Current portion of borrowings and demand loans $ 77,531 $ 74,218 Accounts payable and accrued expenses 99,378 101,405 Estimated income taxes payable 19,988 17,532 -------- -------- 196,897 193,155 Long-term borrowings 192,280 196,844 Deferred income taxes and other 53,478 39,808 -------- -------- 442,655 429,807 Shareholders' equity 369,250 355,364 -------- -------- $811,905 $785,171 ======== ========
3 Teleflex Incorporated Condensed Consolidated Statement of Income (Dollars and Shares in Thousands, Except Per Share)
Three Months Ended -------------------- Mar. 31, Mar. 26, 1996 1995 -------- -------- Revenues $234,448 $226,893 -------- -------- Cost of sales 161,110 155,119 Operating expenses 46,588 48,006 Interest expense 3,934 4,794 ------- -------- 211,632 207,919 ------- -------- Income before taxes 22,816 18,974 Provision for taxes on income 7,964 6,641 ------- ------- Net income $ 14,852 $ 12,333 ======= ======= Earnings per share $0.83 $0.70 Dividends per share $0.155 $0.135 Average number of common and common equivalent shares outstanding 17,907 17,633
4 Teleflex Incorporated Condensed Consolidated Statement of Cash Flows (Dollars in Thousands)
Three Months Ended -------------------- Mar. 31, Mar. 26, 1996 1995 --------- --------- Cash flows from operating activities: Net income $14,852 $12,333 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 9,067 8,733 (Increase) in accounts receivable (13,137) (8,714) Decrease (increase)in inventory 1,380 (9,149) Decrease in prepaid expenses 2,057 3,920 (Decrease) in accounts payable and accrued expenses (4,635) (7,305) Increase in estimated income taxes payable 2,611 5,052 Gain on sale of businesses and assets (2,055) ------- ------ 10,140 4,870 ------- ------- Cash flows from financing activities: Proceeds from new borrowings 3,580 Reduction in long-term borrowings (2,369) (12,065) Increase in current borrowings and demand loans 5,766 3,663 Proceeds from stock compensation plans and distribution of treasury shares 1,754 2,747 Dividends (2,721) (2,333) ------- ------- 2,430 (4,408) ------- ------- Cash flows from investing activities: Expenditures for plant assets 7,230 7,187 Payments for businesses acquired 3,768 Proceeds from sale of businesses and assets (32,140) Investments in affiliates 160 127 Other (1,531) 673 ------- ------- (26,281) 11,755 ------- ------- Net increase (decrease) in cash and cash equivalents 38,851 (11,293) Cash and cash equivalents at the beginning of the period 55,654 24,094 ------- ------- Cash and cash equivalents at the end of the period $94,505 $12,801 ======= =======
5 Teleflex Incorporated Notes to Condensed Consolidated Financial Statements Note 1 The accompanying unaudited condensed consolidated financial statements for the three months ended March 31, 1996 and March 26, 1995 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 March 31, 1996, 1,949,232 shares of common stock were reserved for issuance under the company's stock compensation plans. Note 3 Business segment information:
Three months ended (000) March 31, 1996 March 26, 1995 Sales Commercial Products $111,462 $107,309 Medical Products 75,834 68,269 Aerospace Products and Services 47,152 51,315 -------- -------- Total $234,448 $226,893 ======== ======== Operating Profit Commercial Products $15,167 $17,234 Medical Products 8,554 7,639 Aerospace Products and Services 6,016 1,727 ------- ------- Total $29,737 $26,600 ======= =======
6 Management's Analysis of Quarterly Financial Data Sale of Product Lines: During the first quarter of 1996, the company sold two product lines in the Aerospace Segment for $37.5 million ($32 million in cash and $5.5 million in notes receivable) resulting in a $2 million pre-tax gain or, $.07 per share. The gain has been reported as a reduction in operating expenses in the Statement of Income and is included in the Aerospace Segment operating profit. The product lines had combined sales and operating profit in the first quarter of 1995 of $13 million and $1 million, respectively. Results of Operations: Revenues increased 3% in the first quarter of 1996 to $234.4 million from $226.9 million in 1995. The increase resulted from gains in the Medical and Commercial segments which offset a decline in the Aerospace Segment. The increase was the result of internal growth in the company's core businesses and 1995 acquisitions primarily in the Commercial Segment, offset partially by the decline from the sale of two Aerospace product lines in the first quarter of 1996. The increase in sales excluding the 1995 results of the product lines sold was nearly 10%. Foreign currency exchange rates had a negligible impact on the overall revenue growth of the company. The Commercial, Medical and Aerospace segments comprised 48%, 32% and 20% of the company's net sales, respectively. Gross profit margin declined to 31.3% in 1996 compared with 31.6% in 1995. An increase in the gross profit margin in the Aerospace Segment was offset by declines in the Medical and Commercial segments. Excluding the gain, operating expenses as a percentage of sales declined slightly from 21.2% in 1995 to 20.7% in 1996 as all three segments improved. Operating profit increased 12% in the first quarter of 1996 from $26.6 million to $29.7 million and operating margin increased from 11.7% of sales to 12.7%. Operating profit and operating margin increases in the Aerospace and Medical segments offset a decline in the Commercial Segment. Excluding the gain, overall operating profit increased 4% and operating margin increased fractionally. Industry Segment Review: Sales in the Commercial Segment increased 4% from $107.3 million in 1995 to $111.5 million in 1996. Increases in the Automotive product line, primarily from a 1995 acquisition, and the 7 Industrial product line offset a decline in the Marine product line. Operating profit declined 12% from $17.2 million to $15.2 million and operating margin declined from 16.1% to 13.6%. Operating profit and operating margin declined in all product lines with the exception of the Industrial product line which reported a slight increase in operating profit. The Medical Segment sales increased 11% from $68.3 million to $75.8 million in the first quarter of 1996 compared with 1995. The majority of the increase was the result of improved sales of hospital supply products in European and Asian markets. Operating profit increased 12% from $7.6 million in 1995 to $8.6 million in 1996 and operating margin improved slightly from 11.2% to 11.3%. The increases were the result of improvements in the hospital supply product line. The Aerospace Segment sales declined 8% from $51.3 million in 1995 to $47.2 million in 1996. The decline resulted from the sale of two product lines in the first quarter of 1996 which had combined revenues and operating profit of approximately $13 million and $1 million, respectively, in the first quarter of 1995. Excluding the dispositions, sales increased nearly 20% from growth in core Aerospace product lines, primarily the Sermatech coatings, repairs and blade manufacturing businesses. Operating profit increased 248% from $1.7 million in 1995 to $6.0 million in 1996 and operating margin increased from 3.4% to 12.8% of sales. Excluding the $2 million gain in 1996, and the results of product lines sold, operating profit increased over 400% and operating margin increased from 1.9% in 1995 to 8.4% in 1996. The gains were primarily the result of the higher volume in the Sermatech product lines. Cash flow from operations increased $5.3 million in the first quarter of 1996 compared with 1995. The gain was primarily the result of improvements in inventory levels which declined in 1996 compared with the increase in 1995. The increase in the cash balance resulted from the $32 million cash proceeds from the sale of two Aerospace product lines. Working capital increased from $252.7 million at December 31, 1995, to $276.3 million at March 31, 1996. The ratio of current assets to current liabilities was 2.4 to 1 at March 31, 1996 compared with 2.3 to 1 at December 31, 1995. Long-term borrowings decreased by $4.5 million from $196.8 million at December 31, 1995, to $192.3 million at March 31, 1996. The decline was due equally to the effects of lower foreign currency translation rates and repayments on long-term borrowings. The combination of the decline in long-term borrowings and the increase in shareholders' equity resulted in an improvement in the ratio of long- term borrowings to total capitalization from 36% at December 31, 1995 to 34% at March 31, 1996. 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) May 8, 1996 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 3-MOS DEC-29-1996 JAN-01-1996 MAR-31-1996 94,505 0 193,326 0 176,556 473,221 265,179 0 811,905 196,897 192,280 0 0 17,607 351,643 811,905 234,448 234,448 161,110 161,110 46,588 0 3,934 22,816 7,964 14,852 0 0 0 14,852 .83 .83
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