-----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, Q0gIdxgIePyAe7Oor4dN1hii0V6s4ozXDK5LBzfossiHzlwB1vuyKEOGOXS7N5z9 EuiYy0kOhZq0S1VptkkA1Q== 0000893220-96-001357.txt : 19960814 0000893220-96-001357.hdr.sgml : 19960814 ACCESSION NUMBER: 0000893220-96-001357 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 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: 96610296 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 June 30, 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 June 30, 1996 - ----------------------------- ---------------------------- Common Stock, $1.00 Par Value 17,643,546 2 Teleflex Incorporated Condensed Consolidated Balance Sheet (Dollars in Thousands) Assets
June 30, Dec. 31, 1996 1995 ---------- ---------- Current assets Cash and cash equivalents $115,454 $ 55,654 Accounts receivable less allowance for doubtful accounts 184,587 186,077 Inventories Raw materials 69,805 74,281 Work-in-process 34,533 40,694 Finished goods 79,231 77,547 Prepaid expenses 8,254 11,553 -------- -------- 491,864 445,806 Property, plant and equipment, at cost, less accumulated depreciation 262,864 271,786 Investments in affiliates 14,118 13,557 Intangibles and other assets 58,052 54,022 -------- -------- $826,898 $785,171 ======== ======== Liabilities and shareholders' equity Current liabilities Current portion of borrowings and demand loans $78,759 $74,218 Accounts payable and accrued expenses 102,921 101,405 Estimated income taxes payable 18,062 17,532 -------- -------- 199,742 193,155 Long-term borrowings 195,007 196,844 Deferred income taxes and other 49,490 39,808 -------- -------- 444,239 429,807 Shareholders' equity 382,659 355,364 -------- -------- $826,898 $785,171 ======== ========
3 Teleflex Incorporated Condensed Consolidated Statement of Income (Dollars in Thousands Except Per Share)
Three Months Ended Six Months Ended ----------------------- ---------------------- June 30, June 25, June 30, June 25, 1996 1995 1996 1995 ---------- ---------- --------- ---------- Revenues $238,394 $233,888 $472,842 $460,781 ---------- ---------- --------- ---------- Cost of sales 163,290 159,664 324,400 314,783 Operating expenses 48,373 48,896 94,961 96,902 Interest expense 3,550 4,861 7,484 9,655 ---------- ---------- --------- ---------- 215,213 213,421 426,845 421,340 ---------- ---------- --------- ---------- Income before taxes 23,181 20,467 45,997 39,441 Provision for taxes on income 8,044 7,163 16,008 13,804 ---------- ---------- --------- ---------- Net income $15,137 $13,304 $29,989 $25,637 ========== ========== ========= ========== Earnings per share $0.84 $0.75 $1.67 $1.45 Dividends per share $0.175 $0.155 $0.330 $0.290 Average number of common and common equivalent shares outstanding 17,990 17,813 17,949 17,723
4 Teleflex Incorporated Condensed Consolidated Statement of Cash Flows (Dollars in Thousands)
Six Months Ended ----------------------- June 30, June 25, 1996 1995 -------- -------- Cash flows from operating activities: Net income $29,989 $25,637 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization 18,248 17,947 (Increase) decrease in accounts receivable (5,329) 2,876 (Increase) in inventory (6,846) (12,153) Decrease in prepaid expenses 2,588 3,676 Increase (decrease) in accounts payable and accrued expenses 1,232 (6,027) Increase in estimated income taxes payable 1,732 4,528 Gain on sale of businesses and assets (2,055) -------- -------- 39,559 36,484 -------- -------- Cash flows from financing activities: Proceeds from new borrowings 6,600 3,580 Reduction in long-term borrowings (4,062) (12,539) Increase in current borrowings and demand loans 6,496 2,310 Proceeds from stock compensation plans and distribution of treasury shares 3,112 3,729 Dividends (5,803) (5,036) -------- -------- 6,343 (7,956) -------- -------- Cash flows from investing activities: Expenditures for plant assets 16,110 14,202 Payments for businesses acquired 3,768 Proceeds from sale of businesses and assets (32,140) Investments in affiliates 160 577 Other, including translation 1,972 263 -------- -------- (13,898) 18,810 -------- -------- Net increase in cash and cash equivalents 59,800 9,718 Cash and cash equivalents at the beginning of the period 55,654 24,094 -------- -------- Cash and cash equivalents at the end of the period $115,454 $33,812 ======== ========
5 Teleflex Incorporated Notes to Condensed Consolidated Financial Statements Note 1 The accompanying unaudited condensed consolidated financial statements for the three months ended June 30, 1996 and June 25, 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 June 30, 1996, 1,927,297 shares of common stock were reserved for issuance under the company's stock compensation plans. Note 3 Business segment information:
Three months ended (000) June 30, 1996 June 25, 1995 Sales Commercial Products $113,170 $104,148 Medical Products 77,737 76,301 Aerospace Products and Services 47,487 53,439 -------- -------- Total $238,394 $233,888 ======== ======== Operating profit Commercial Products $16,928 $16,717 Medical Products 9,168 7,867 Aerospace Products and Services 3,847 2,703 ------- ------- Total $29,943 $27,287 ======= =======
Six months ended (000) June 30, 1996 June 25, 1995 Sales Commercial Products $224,632 $211,457 Medical Products 153,571 144,570 Aerospace Products and Services 94,639 104,754 -------- -------- Total $472,842 $460,781 ======== ======== Operating profit Commercial Products $32,095 $33,951 Medical Products 17,722 15,506 Aerospace Products and Services 9,863 4,430 ------- ------- Total $59,680 $53,887 ======= =======
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 second quarter of 1995 of $12 million and $800,000, respectively. Results of Operations: Revenues increased 2% in the second quarter of 1996 to $238.4 million from $233.9 million in 1995. The increase resulted from gains in the Commercial and Medical segments which offset a decline in the Aerospace Segment. The increase was the result of internal growth in the company's core businesses and 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 approximately 7%. The Commercial, Medical and Aerospace segments comprised 47%, 33% and 20% of the company's net sales, respectively. Gross profit margin declined slightly to 31.5% in 1996 compared with 31.7% in 1995. An increase in the gross profit margin in the Aerospace and Medical segments was offset by a decline in the Commercial Segment. Operating expenses as a percentage of sales declined to 20.3% in 1996 from 20.9% in 1995 as all three segments improved. Operating profit increased 10% in the second quarter of 1996 from $27.3 million to $29.9 million and operating margin increased from 11.7% of sales to 12.6%. Operating profit and operating margin increases in the Aerospace and Medical segments offset a decline in the operating margin of the Commercial Segment. The Commercial Segment's operating profit increased slightly. Industry Segment Review: Sales in the Commercial Segment increased 9% from $104.2 million in 1995 to $113.2 million in 1996. Increases in the Automotive product line, partially from a 1995 acquisition, and the Industrial product line offset a decline in the Marine product line. Operating profit in 1996 of $16.9 million represents a 1% increase compared with 1995 and operating margin declined from 7 16.1% to 15% due primarily to a decline in the Marine product line. The Medical Segment sales increased 2% from $76.3 million to $77.7 million in the second quarter of 1996 compared with 1995. Improved sales of hospital supply products in European and Asian markets offset a decline from the effects of foreign exchange rates. Operating profit increased 17% from $7.9 million in 1995 to $9.2 million in 1996 and operating margin improved from 10.3% to 11.8% as a result of improvements in the hospital supply and surgical devices product lines. The Aerospace Segment sales declined 11% from $53.4 million in 1995 to $47.5 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 $12 million and $800,000, respectively, in the second quarter of 1995. Excluding the dispositions, sales increased approximately 15% from growth in core Aerospace product lines, primarily the Sermatech coatings, repairs and blade manufacturing businesses. Operating profit increased 42% from $2.7 million in 1995 to $3.8 million in 1996 and operating margin increased from 5.1% to 8.1% of sales. The gains were the result of higher volume in the Sermatech and aerospace controls product lines. Cash flow from operations increased $3.1 million during the period ended June 30, 1996 compared with 1995 due primarily to improvements in working capital levels. The increase in the cash balance reflects 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 $292.1 million at June 30, 1996. The ratio of current assets to current liabilities was 2.5 to 1 at June 30, 1996 compared with 2.3 to 1 at December 31, 1995. Long-term borrowings decreased by $1.8 million from $196.8 million at December 31, 1995, to $195.0 million at June 30, 1996. The decline was due primarily to the effects of lower foreign currency translation rates. 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 June 30, 1996. 8 Teleflex Incorporated Part II Other Information Item 4. Submission of Matters to a Vote of Security Holders At the company's Annual Meeting of Shareholders held on April 26, 1996, the following were elected to the Board of Directors of the company for a term expiring in 1999:
Name Votes For Withheld ---- --------- -------- Lennox K. Black 15,161,808 396,923 Lewis E. Hatch, Jr. 15,006,319 552,412 James W. Stratton 15,165,620 396,111
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) August 7, 1996 EX-27 2 FINANCIAL DATA SCHEDULE
5 1,000 6-MOS DEC-29-1996 JAN-01-1996 JUN-30-1996 115,454 0 184,587 0 183,569 491,864 262,864 0 826,898 199,742 195,007 0 0 17,643 365,016 826,898 238,394 238,394 163,290 163,290 48,373 0 3,550 23,181 8,044 15,137 0 0 0 15,137 .84 .84
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