1
March 22, 2000
INDEX TO EXHIBITS
EXHIBIT
- --------
3(a) - The Company's Articles of Incorporation (except for Article
Thirteenth and the first paragraph of Article Fourth) are
incorporated herein by reference to Exhibit 3(a) to the
Company's Form 10-Q for the period ended June 30, 1985. Article
Thirteenth of the Company's Articles of Incorporation is
incorporated herein by reference to Exhibit 3 of the Company's
Form 10-Q for the period ended June 28, 1987. The first
paragraph of Article Fourth of the Company's Articles of
Incorporation is incorporated herein by reference to Exhibit
3(a) of the Company's Form 10-K for the year ended December 27,
1998.
(b) - The Company's Bylaws are incorporated herein by reference to
Exhibit 3(b) of the Company's Form 10-K for the year ended
December 28, 1987.
4 - The Company's Shareholders' Rights Plan is incorporated herein
by reference to the Company's Form 8-K dated December 7, 1998.
10(a) - The 1982 Stock Option Plan, incorporated herein by reference to
the Company's registration statement on Form S-8 (Registration
No. 2-84148), as supplemented, with amendments of April 26, 1991
incorporated by reference to the Company's definitive Proxy
Statement for the 1991 Annual Meeting of Shareholders.
(b) - The 1990 Stock Compensation Plan, incorporated herein by
reference to the Company's registration statement on Form S-8
(Registration No. 33-34753), revised and restated as of December
1, 1997 incorporated by reference to Exhibit 10(b) of the
Company's Form 10-K for the year ended December 28, 1997.
(c) - The Salaried Employees' Pension Plan, as amended and restated
in its entirety, effective July 1, 1989 and the retirement
income plan as amended and restated in its entirety effective
January 1, 1994 and related Trust Agreements, dated July 1, 1994
is incorporated by reference to the Company's Form 10-K for the
year ended December 25, 1994.
(d) - Description of deferred compensation arrangements between the
Company and its Chairman, L. K. Black, incorporated by reference
to the Company's definitive Proxy Statement for the 2000 Annual
Meeting of Shareholders.
(e) - Description of compensation arrangement between the Company
and its President and Chief Executive Officer, David S. Boyer,
incorporated by reference to the Company's definitive Proxy
Statement for the 2000 Annual Meeting of Shareholders.
(f) - Teleflex Incorporated Deferred Compensation Plan effective as
of January 1, 1995, and amended and restated January 1, 1999 is
incorporated by reference to Exhibit 10(f) of the Company's Form
10-K for the year ended December 27, 1998.
(g) - Information on the Company's Profit Participation Plan,
insurance arrangements with certain officers and deferred
compensation arrangements with certain officers, non-qualified
supplementary pension plan for salaried employees and
compensation arrangements with directors is incorporated by
reference to the Company's definitive Proxy Statement for the
1998, 1999 and 2000 Annual Meeting of Shareholders.
(h) - The Company's Voluntary Investment Plan is incorporated by
reference to Exhibit 28 of the Company's registration statement
on Form S-8 (Registration No. 2-98715).
13 - Pages 17 through 31 of the Company's Annual Report to
Shareholders for the period ended December 26, 1999.
21 - The Company's Subsidiaries.
23 - Consent of Independent Accountants (see page 11 herein).
24 - Power of Attorney.
27 - Financial Data Schedule.
2
17
Exhibit 13
Teleflex Incorporated and Subsidiaries
CONSOLIDATED STATEMENT OF INCOME
Year ended
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 26, December 27, December 28,
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share)
REVENUES $1,601,069 $1,437,578 $1,145,773
- -----------------------------------------------------------------------------------------------------------------------
COSTS AND EXPENSES
Materials, labor and other product costs 1,155,879 1,029,658 794,780
Selling, engineering and administrative expenses 284,702 266,106 230,153
Interest expense, net 17,732 17,054 14,435
- -----------------------------------------------------------------------------------------------------------------------
1,458,313 1,312,818 1,039,368
- -----------------------------------------------------------------------------------------------------------------------
Income before taxes 142,756 124,760 106,405
Taxes on income 47,536 42,210 36,333
- -----------------------------------------------------------------------------------------------------------------------
NET INCOME $ 95,220 $ 82,550 $ 70,072
- -----------------------------------------------------------------------------------------------------------------------
EARNINGS PER SHARE
Basic $ 2.52 $ 2.21 $ 1.91
Diluted $ 2.47 $ 2.15 $ 1.86
- -----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
3
18
Teleflex Incorporated and Subsidiaries
CONSOLIDATED BALANCE SHEET
Year ended
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 26, December 27,
1999 1998
- -----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents $ 29,040 $ 66,689
Accounts receivable, less allowance for doubtful
accounts, 1999 - $4,825; 1998 - $4,577 324,629 295,369
Inventories 227,486 235,869
Prepaid expenses 23,785 19,015
- -----------------------------------------------------------------------------------------------------------------------
Total current assets 604,940 616,942
- -----------------------------------------------------------------------------------------------------------------------
Plant assets
Land and buildings 162,425 149,883
Machinery and equipment 604,048 539,594
- -----------------------------------------------------------------------------------------------------------------------
766,473 689,477
Less accumulated depreciation 300,572 257,721
- -----------------------------------------------------------------------------------------------------------------------
Net plant assets 465,901 431,756
Investments in affiliates 55,749 50,932
Intangibles and other assets 136,854 116,287
- -----------------------------------------------------------------------------------------------------------------------
$1,263,444 $1,215,917
- -----------------------------------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Demand loans $ 61,300 $ 50,076
Current portion of long-term borrowings 37,200 41,575
Accounts payable 99,968 99,207
Accrued expenses 104,614 95,318
Income taxes payable 26,330 25,303
- -----------------------------------------------------------------------------------------------------------------------
Total current liabilities 329,412 311,479
Long-term borrowings 246,191 275,581
Deferred income taxes and other 85,277 94,407
- -----------------------------------------------------------------------------------------------------------------------
Total liabilities 660,880 681,467
- -----------------------------------------------------------------------------------------------------------------------
Shareholders' equity
Common shares, $1 par value
Issued: 1999 - 38,018,735 shares; 1998 - 37,614,823 shares 38,019 37,615
Additional paid-in capital 73,786 72,080
Retained earnings 515,483 439,389
Accumulated other comprehensive income (24,724) (14,634)
- -----------------------------------------------------------------------------------------------------------------------
Total shareholders' equity 602,564 534,450
- -----------------------------------------------------------------------------------------------------------------------
$1,263,444 $1,215,917
- -----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
4
19
Teleflex Incorporated and Subsidiaries
CONSOLIDATED STATEMENT OF CASH FLOWS
Year ended
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 26, December 27, December 28,
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 95,220 $ 82,550 $ 70,072
Adjustments to reconcile net income to cash flows
from operating activities:
Depreciation and amortization 67,389 60,105 47,940
Deferred income taxes 4,710 2,702 1,530
(Increase) in accounts receivable (32,325) (24,745) (38,886)
Decrease (increase) in inventories 5,472 (8,626) (13,920)
(Increase) decrease in prepaid expenses (4,710) 2,676 (3,477)
(Decrease) increase in accounts payable
and accrued expenses (4,870) 12,777 13,896
Increase in income taxes payable 3,182 4,188 3,635
- -----------------------------------------------------------------------------------------------------------------------
134,068 131,627 80,790
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from new borrowings 50,866 42,868 85,259
Reduction in long-term borrowings (46,941) (19,670) (43,488)
Increase (decrease) in current borrowings and
demand loans 1,812 (39,029) 36,948
Proceeds from stock compensation plans 5,890 5,918 4,362
Dividends (19,126) (16,628) (14,258)
- -----------------------------------------------------------------------------------------------------------------------
(7,499) (26,541) 68,823
- -----------------------------------------------------------------------------------------------------------------------
CASH FLOWS FROM INVESTING ACTIVITIES
Expenditures for plant assets (96,516) (69,063) (74,622)
Payments for businesses acquired (43,895) (22,026) (99,802)
Proceeds from disposition of product lines and assets -- 35,868 --
Investments in affiliates (22,377) (15,691) (11,466)
Other (1,430) 1,813 (1,639)
- -----------------------------------------------------------------------------------------------------------------------
(164,218) (69,099) (187,529)
- -----------------------------------------------------------------------------------------------------------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS (37,649) 35,987 (37,916)
Cash and cash equivalents at the beginning of the year 66,689 30,702 68,618
- -----------------------------------------------------------------------------------------------------------------------
Cash and cash equivalents at the end of the year $ 29,040 $ 66,689 $ 30,702
- -----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
5
20
Teleflex Incorporated and Subsidiaries
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
Year ended
- -----------------------------------------------------------------------------------------------------------------------
DECEMBER 26, December 27, December 28,
1999 1998 1997
- -----------------------------------------------------------------------------------------------------------------------
(Dollars in thousands, except per share)
COMMON SHARES
Balance, beginning of year $ 37,615 $ 37,118 $ 18,111
Shares issued under compensation plans 404 497 235
Common stock dividend -- -- 18,520
Shares issued in acquisitions -- -- 252
- -----------------------------------------------------------------------------------------------------------------------
Balance, end of year 38,019 37,615 37,118
- -----------------------------------------------------------------------------------------------------------------------
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of year 72,080 63,158 58,941
Shares issued under compensation plans 1,706 8,922 4,127
Shares issued in acquisitions -- -- 90
- -----------------------------------------------------------------------------------------------------------------------
Balance, end of year 73,786 72,080 63,158
- -----------------------------------------------------------------------------------------------------------------------
RETAINED EARNINGS
Balance, beginning of year 439,389 373,467 336,173
Net income 95,220 82,550 70,072
Cash dividends (19,126) (16,628) (14,258)
Common stock dividend -- -- (18,520)
- -----------------------------------------------------------------------------------------------------------------------
Balance, end of year 515,483 439,389 373,467
- -----------------------------------------------------------------------------------------------------------------------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Cumulative translation adjustment (20,875) (14,634) (9,990)
Unrealized loss on securities (3,849) -- --
- -----------------------------------------------------------------------------------------------------------------------
Balance, end of year (24,724) (14,634) (9,990)
- -----------------------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY $ 602,564 $ 534,450 $463,753
- -----------------------------------------------------------------------------------------------------------------------
CASH DIVIDENDS PER SHARE $ .51 $ .45 $ .39
- -----------------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME
Net income $ 95,220 $ 82,550 $ 70,072
Cumulative translation adjustment (6,241) (4,644) (5,941)
Unrealized loss on securities (3,849) -- --
- -----------------------------------------------------------------------------------------------------------------------
Total comprehensive income $ 85,130 $ 77,906 $ 64,131
- -----------------------------------------------------------------------------------------------------------------------
The accompanying notes are an integral part of the consolidated financial
statements.
6
21
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars in thousands, except per share)
DESCRIPTION OF BUSINESS
Teleflex Incorporated designs, manufactures and distributes engineered products
and services for the automotive, marine, industrial, medical and aerospace
markets worldwide.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The consolidated financial statements include the accounts of Teleflex
Incorporated and its subsidiaries. These consolidated financial statements have
been prepared in conformity with generally accepted accounting principles, and
include management's estimates and assumptions that affect the recorded amounts.
Cash and cash equivalents include funds invested in a variety of liquid
short-term investments with an original maturity of three months or less.
Inventories are stated principally at the lower of average cost or market
and consist of the following:
1999 1998
- --------------------------------------------------------------------------------
Raw materials $ 84,490 $ 80,891
Work-in-process 38,690 41,646
Finished goods 104,306 113,332
- --------------------------------------------------------------------------------
$227,486 $235,869
- --------------------------------------------------------------------------------
Plant assets include the cost of additions and those improvements which
increase the capacity or lengthen the useful lives of the assets. Repairs and
maintenance costs are expensed as incurred. With minor exceptions, straight-line
composite lives for depreciation of plant assets are as follows: buildings 20 to
40 years; machinery and equipment 8 to 12 years.
Intangible assets, principally the excess purchase price of acquisitions
over the fair value of net tangible assets acquired, are being amortized over
periods not exceeding 30 years. The company periodically reviews the carrying
value of intangible assets primarily based on an analysis of cash flows.
Assets and liabilities of non-domestic subsidiaries are translated at the
rates of exchange at the balance sheet date; income and expenses are translated
at the average rates of exchange prevailing during the year. The related
translation adjustments are accumulated in shareholders' equity.
Investments in companies in which ownership interests range from 20% to 50%
and the company exercises significant influence over operating and financial
policies are accounted for using the equity method. Unrealized gains and losses
on certain securities are accumulated in other comprehensive income, a separate
component of shareholders' equity.
ACQUISITIONS
During 1999 and 1998 the company acquired various smaller businesses across
several markets for $43,895 and $22,026 in cash, respectively.
For 1999 and 1998 liabilities of $9,924 and $29,422 were assumed in
connection with the acquisitions. The assets, liabilities and operating results
of these businesses are included in the company's financial statements from
their dates of acquisition.
BORROWINGS AND LEASES
1999 1998
- --------------------------------------------------------------------------------
Senior Notes at an average fixed
rate of 6.9%, due in installments
through 2008 $ 61,000 $ 68,500
Term loan notes, primarily Euro,
at an average fixed rate of 5.3%,
with an average maturity of three years 127,359 166,066
Other debt, mortgage notes and capital
lease obligations, at interest rates
ranging from 3% to 9% 95,032 82,590
-------- --------
283,391 317,156
Current portion of borrowings (37,200) (41,575)
-------- --------
$246,191 $275,581
-------- --------
The various senior note agreements provide for the maintenance of minimum
working capital amounts and ratios and limit the repurchase of the company's
stock and payment of cash dividends. Under the most restrictive of these
provisions, $141,000 of retained earnings was available for dividends at
December 26, 1999.
The weighted average interest rate on the $61,300 of demand loans was 5.0%
at December 26, 1999. In addition, the company has approximately $200,000
available under several interest rate alternatives in unused lines of credit.
Interest expense in 1999, 1998 and 1997 did not differ materially from
interest paid, nor did the carrying value of year end long-term borrowings
differ materially from fair value.
The aggregate amounts of debt, including capital leases, maturing in each
of the four years after 2000 are as follows: 2001 - $59,335; 2002 - $93,427;
2003 - $18,165; 2004 - $25,235.
The company has entered into certain operating leases which require minimum
annual payments as follows: 2000 - $24,109; 2001 - $20,568; 2002 - $16,931; 2003
- - $13,596; 2004 - $12,675. The total rental expense for all operating leases was
$25,608, $22,467 and $15,311 in 1999, 1998 and 1997, respectively.
7
22
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS continued
(Dollars in thousands, except per share)
SHAREHOLDERS' EQUITY AND STOCK COMPENSATION PLANS
The authorized capital of the company is comprised of 100,000,000 common shares,
$1 par value, and 500,000 preference shares. No preference shares were
outstanding during the last three years.
Options to purchase common stock are awarded at market price on the date of
grant and expire no later than 10 years after that date. No compensation expense
has been recognized for stock option plans. Diluted earnings per share would
have been reduced $.03 or less in 1999, 1998 and 1997 had compensation expense
for stock options been determined based on the fair value at the grant date. The
fair value of options granted during 1999, 1998 and 1997 of $16.50, $13.64 and
$10.38, respectively, was estimated using the Black-Scholes option-pricing
model. Officers and key employees held options for the purchase of 1,797,140
shares of common stock at prices ranging from $10.58 to $45.50 per share with an
average exercise price of $27.10 per share and an average remaining contractual
life of 6 years. Such options are presently exercisable with respect to 960,665
shares at an average exercise price of $20.84. Options to purchase 447,750,
47,000 and 421,175 shares of common stock were granted at average exercise
prices of $40.97, $40.59 and $30.39, in 1999, 1998 and 1997, respectively.
Options exercised were 517,690, 390,195 and 457,752 at average exercise prices
of $13.96, $14.84 and $13.05 in 1999, 1998 and 1997, respectively.
Basic earnings per share is computed by dividing net income by the weighted
average number of common shares outstanding during the period. Diluted earnings
per share is computed in the same manner except that the weighted average number
of common shares is increased for dilutive securities. The difference between
basic and diluted weighted average common shares results from the assumption
that dilutive stock options were exercised.
INCOME TAXES
The provision for income taxes consisted of the following:
1999 1998 1997
- -------------------------------------------------------------------------------
Current
Federal $33,978 $32,278 $24,557
State 3,335 3,239 2,622
Foreign 5,513 3,991 7,624
Deferred 4,710 2,702 1,530
- -------------------------------------------------------------------------------
$47,536 $42,210 $36,333
- -------------------------------------------------------------------------------
The deferred income taxes provided and the balance sheet amounts of $41,333
in 1999 and $38,896 in 1998 related substantially to the methods of accounting
for depreciation. Income taxes paid were $39,923, $31,028 and $29,581 in 1999,
1998 and 1997, respectively.
1999 1998 1997
- -------------------------------------------------------------------------------
Tax at U.S. statutory rate 35.0% 35.0% 35.0%
State income taxes 1.6 1.7 1.7
Foreign income taxes (1.8) (1.3) (.7)
Export sales benefit (1.5) (1.5) (1.6)
Other -- (.1) (.3)
- -------------------------------------------------------------------------------
Effective income tax rate 33.3% 33.8% 34.1%
- -------------------------------------------------------------------------------
BUSINESS SEGMENTS AND OTHER INFORMATION
The company has determined that its reportable segments are Commercial, Medical
and Aerospace. This assessment reflects the aggregation of businesses which have
similar products and services, manufacturing processes, customers and
distribution channels, and is consistent with both internal management reporting
and resource and budgetary allocations. Reference is made to pages 24 and 25 for
a summary of operations by business segment.
A summary of revenues, identifiable assets and operating profit relating to
the company's non-domestic operations, substantially European, and export sales
is as follows:
1999 1998 1997
- -------------------------------------------------------------------------------
Revenues $642,827 $571,587 $373,437
Identifiable assets $539,282 $551,440 $458,880
Operating profit $ 50,552 $ 38,537 $ 35,077
Export sales $181,500 $151,100 $130,600
- -------------------------------------------------------------------------------
PENSION AND OTHER POSTRETIREMENT BENEFITS
The company provides defined benefit pension and postretirement benefit plans to
eligible employees. Assumptions used in determining pension expense and benefit
obligations reflect a weighted average discount rate of 7.5% in 1999 and 7.3% in
1998, an investment rate of 9% and a salary increase of 5%. Assumptions used in
determining other postretirement expense and benefit obligations include a
weighted average discount rate of 7.3% in 1999 and in 1998 and an initial health
care cost trend rate of 10%, declining to 6% over a period of 5 years.
Increasing the trend rate by 1% would increase the benefit obligation by $1,703
and would increase the 1999 benefit expense by $150. Decreasing the trend rate
by 1% would decrease the benefit obligation by $1,382 and would decrease the
1999 benefit expense by $120.
8
23
The following tables provide net benefit cost, a reconciliation of benefit
obligations, plan assets and funded status of the plans:
Pension Other Benefits
- -------------------------------------------------------------------------------
1999 1998 1999 1998
- -------------------------------------------------------------------------------
Service cost $ 3,603 $ 3,074 $ 227 $ 216
Interest cost 5,761 5,168 886 826
Actual return (631) (9,471) -- --
Net amortization
and deferral (7,420) 2,047 145 98
Foreign plans 1,169 1,666 -- --
- -------------------------------------------------------------------------------
Net benefit cost $ 2,482 $ 2,484 $ 1,258 $ 1,140
- -------------------------------------------------------------------------------
Benefit obligations,
beginning of year $ 90,070 $ 78,918 $ 13,537 $ 12,546
Service cost 3,603 3,074 227 216
Interest cost 5,761 5,168 886 826
Amendments 1,675 447 (252) --
Actuarial (gain) loss (2,521) 2,584 1,326 473
Acquisitions (3,184) 1,008 -- --
Currency translation (2,074) 1,206 -- --
Benefits paid (4,410) (4,001) (813) (524)
Foreign plans 1,169 1,666 -- --
- -------------------------------------------------------------------------------
Benefit obligations,
end of year 90,089 90,070 14,911 13,537
- -------------------------------------------------------------------------------
Fair value of plan
assets, beginning
of year 77,503 69,300 -- --
Actual return 631 9,471 -- --
Acquisitions -- 950 -- --
Contributions 1,611 875 -- --
Benefits paid (3,519) (3,093) -- --
- -------------------------------------------------------------------------------
Fair value of plan
assets, end of year 76,226 77,503 -- --
- -------------------------------------------------------------------------------
Funded status (13,863) (12,567) (14,911) (13,537)
Unrecognized transition
(asset) obligation (1,032) (688) 5,441 5,860
Unrecognized net
actuarial gain (10,205) (13,858) (1,353) (2,900)
Unrecognized prior
service cost 3,189 1,645 414 (392)
- -------------------------------------------------------------------------------
Accrued benefit cost $(21,911) $(25,468) $(10,409) $(10,969)
- -------------------------------------------------------------------------------
REPORT OF INDEPENDENT ACCOUNTANTS [PricewaterhouseCoopers LOGO]
To the Board of Directors and Shareholders
Teleflex Incorporated
In our opinion, the consolidated financial statements appearing on pages 17
through 23 of this Annual Report present fairly, in all material respects, the
financial position of Teleflex Incorporated and its subsidiaries at December 26,
1999 and December 27, 1998 and the results of their operations and cash flows
for each of the three years in the period ended December 26, 1999, in conformity
with generally accepted accounting principles in the United States. These
financial statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards in the United States which require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for the opinion expressed above.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
February 9, 2000
QUARTERLY DATA (unaudited)
- --------------------------------------------------------------------------------
1999 FIRST SECOND THIRD FOURTH
- --------------------------------------------------------------------------------
Revenues $392,190 $421,126 $377,391 $410,362
Gross profit 110,951 121,401 104,637 108,201
Net income 23,054 25,854 18,986 27,326
Basic earnings per share .61 .69 .50 .72
Diluted earnings per share .60 .67 .49 .71
- --------------------------------------------------------------------------------
1998 First Second Third Fourth
- --------------------------------------------------------------------------------
Revenues $345,760 $363,011 $342,962 $385,845
Gross profit 100,025 103,177 96,167 108,551
Net income 19,858 21,244 16,177 25,271
Basic earnings per share .53 .57 .43 .68
Diluted earnings per share .52 .55 .42 .66
- --------------------------------------------------------------------------------
9
24
Teleflex Incorporated and Subsidiaries
SELECTED FINANCIAL AND BUSINESS SEGMENT DATA
1999 1998 1997
- --------------------------------------------------------------------------------
Revenues
Commercial $ 757,720 $ 649,644 $ 497,366
Medical 372,282 338,305 323,114
Aerospace 471,067 449,629 325,293
Other income(a) -- -- --
- --------------------------------------------------------------------------------
$1,601,069 $1,437,578 $1,145,773
- --------------------------------------------------------------------------------
Operating profit
Commercial $ 75,823 $ 62,010 $ 61,562
Medical 49,551 41,879 35,466
Aerospace 52,940 55,163 38,787
- --------------------------------------------------------------------------------
178,314 159,052 135,815
Interest expense, net 17,732 17,054 14,435
Corporate expenses, net of other income 17,826 17,238 14,975
- --------------------------------------------------------------------------------
Income before taxes 142,756 124,760 106,405
Taxes on income 47,536 42,210 36,333
- --------------------------------------------------------------------------------
Net income $ 95,220 $ 82,550 $ 70,072
- --------------------------------------------------------------------------------
Basic earnings per share $ 2.52 $ 2.21 $ 1.91
Diluted earnings per share $ 2.47 $ 2.15 $ 1.86
Cash dividends per share $ .51 $ .45 $ .39
Average common shares outstanding 37,857 37,347 36,759
Average shares, assuming dilution 38,525 38,425 37,661
Net income as a percent of revenues 5.9% 5.7% 6.1%
Average number of employees 13,980 12,603 10,830
Identifiable assets
Commercial $ 451,389 $ 405,347 $ 351,345
Medical $ 388,430 $ 361,282 $ 333,698
Aerospace $ 332,109 $ 324,532 $ 276,708
Capital expenditures
Commercial $ 43,623 $ 26,243 $ 22,570
Medical $ 17,751 $ 13,943 $ 10,611
Aerospace $ 33,523 $ 28,561 $ 40,992
Depreciation and amortization
Commercial $ 24,875 $ 23,353 $ 14,335
Medical $ 20,574 $ 18,044 $ 18,459
Aerospace $ 21,132 $ 17,852 $ 14,440
Long-term borrowings $ 246,191 $ 275,581 $ 237,562
Shareholders' equity $ 602,564 $ 534,450 $ 463,753
Book value per share $ 15.85 $ 14.21 $ 12.49
Return on average shareholders' equity 16.7% 16.5% 16.1%
- --------------------------------------------------------------------------------
10
25
1996 1995 1994 1993 1992 1991 1990 1989
- --------------------------------------------------------------------------------------------------------------------
(Dollars and shares in thousands, except per share and employee data)
$422,443 $403,637 $356,708 $284,106 $210,464 $168,598 $162,646 $173,957
307,555 293,341 253,020 180,623 179,376 130,540 115,756 42,406
201,185 215,711 202,944 202,067 177,292 180,399 162,731 139,262
-- -- -- -- 3,206 3,472 3,080 4,441
- -------- -------- -------- -------- -------- -------- -------- --------
$931,183 $912,689 $812,672 $666,796 $570,338 $483,009 $444,213 $360,066
- -------- -------- -------- -------- -------- -------- -------- --------
$ 57,849 $ 59,719 $ 53,324 $ 37,794 $ 25,754 $ 19,996 $ 22,224 $ 22,025
34,630 30,237 32,386 21,486 25,463 19,900 16,183 5,782
21,007 12,683 5,367 14,906 16,100 21,722 20,781 20,711
- -------- -------- -------- -------- -------- -------- -------- --------
113,486 102,639 91,077 74,186 67,317 61,618 59,188 48,518
13,876 18,632 18,361 14,466 15,482 13,765 12,401 6,886
12,831 10,407 9,725 7,410 3,185 2,519 3,880 2,395
- -------- -------- -------- -------- -------- -------- -------- --------
86,779 73,600 62,991 52,310 48,650 45,334 42,907 39,237
29,617 24,730 21,795 18,624 16,638 15,527 14,340 12,440
- -------- -------- -------- -------- -------- -------- -------- --------
$ 57,162 $ 48,870 $ 41,196 $ 33,686 $ 32,012(b) $ 29,807 $ 28,567 $ 26,797
- -------- -------- -------- -------- -------- -------- -------- --------
$ 1.61 $ 1.40 $ 1.20 $ .99 $ .95(b) $ .90 $ .87 $ .83
$ 1.58 $ 1.37 $ 1.17 $ .98 $ .93(b) $ .88 $ .87 $ .82
$ .34 $ .30 $ .26 $ .23 $ .21 $ .20 $ .18 $ .16
35,482 34,885 34,373 33,958 33,557 33,062 32,667 32,321
36,197 35,574 35,061 34,533 34,264 33,701 32,952 32,805
6.1% 5.4% 5.1% 5.1% 5.6% 6.2% 6.4% 7.4%
9,373 9,553 8,740 7,920 6,920 6,160 5,860 5,080
$227,594 $201,808 $184,971 $158,206 $142,041 $101,187 $ 84,678 $ 90,557
$320,699 $331,349 $311,547 $266,239 $206,562 $194,609 $147,954 $125,635
$194,305 $183,636 $188,348 $202,130 $142,523 $141,104 $143,419 $130,762
$ 12,821 $ 15,445 $ 13,489 $ 7,967 $ 7,386 $ 7,505 $ 5,581 $ 5,507
$ 10,421 $ 12,107 $ 7,029 $ 7,361 $ 5,316 $ 7,138 $ 4,236 $ 2,373
$ 16,767 $ 2,794 $ 4,538 $ 8,865 $ 6,384 $ 5,585 $ 7,166 $ 10,701
$ 11,907 $ 11,446 $ 9,930 $ 9,251 $ 6,262 $ 5,633 $ 5,369 $ 4,715
$ 16,267 $ 15,087 $ 11,694 $ 8,030 $ 6,505 $ 4,725 $ 3,999 $ 1,693
$ 9,827 $ 10,471 $ 10,771 $ 10,176 $ 8,002 $ 7,366 $ 7,024 $ 5,777
$195,945 $196,844 $190,499 $183,504 $134,600 $119,370 $112,941 $106,128
$409,176 $355,364 $309,024 $269,790 $240,467 $211,702 $187,875 $160,038
$ 11.30 $ 10.13 $ 8.94 $ 7.90 $ 7.12 $ 6.37 $ 5.72 $ 4.94
15.0% 14.7% 14.2% 13.2% 14.2% 14.9% 16.4% 18.1%
- -------- -------- -------- -------- -------- -------- -------- --------
(a) Beginning in 1993, other income, which was insignificant, has been
reclassified as an offset to interest expense and corporate expenses.
(b) Excludes an increase in net income of $860, or $.03 per share as a result
of a change in accounting for income taxes.
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26
Teleflex Incorporated and Subsidiaries
1999 FINANCIAL REVIEW
OVERVIEW
The company's major financial objectives are to achieve a 15% to 20% annual
growth rate in revenues and net income, to generate a 20% return on average
shareholders' equity and to pay dividends of 20% of trailing twelve months'
earnings. Over the last five years we have met our target as revenues and net
income have grown by a compounded rate of 15% and 18%, respectively. In addition
1999 was the sixth consecutive year of 15% or higher growth in net income. The
1999 return on average shareholders' equity was 16.7% and has improved in each
of the last six years. Finally, the company has paid dividends of 20% or more of
trailing twelve months' earnings since the first cash dividend payment was made
in 1977.
The company is committed to maintaining a balance among its three segments:
Commercial, Medical and Aerospace. Balance among the three segments reduces the
company's risk from changes in the business cycle of any one segment, thus
assisting the company in consistently achieving its growth objectives. It also
gives the company the ability to invest in all phases of a segment's market
cycle and provides a broader base of markets in which to grow. Balance is also
maintained within the segments by diversifying into new geographic areas,
different sectors within a market or additional markets. As a result, despite
cyclical downturns in each of the segments the company's total operating profit
has continued to increase.
The company intends to achieve its growth objectives internally through
both development of new products and new markets for existing products and
externally, primarily through acquisitions. Over the past five years the
company's internal growth has accounted for one-half of its overall growth.
During the same time the company has invested cash of approximately $200 million
for acquisitions which have accounted for the other half of the revenue
increase. During 1998 and 1999, the company purchased businesses with annualized
sales of approximately $120 million, $60 million of which is included in 1999
revenues. These acquisitions fit strategically within the company's businesses
and bring new technologies, capabilities and market opportunities that will
supplement future growth.
Acquisitions, while adding initially to revenues, generally do not
contribute proportionately to earnings in the early years. In these years,
earnings are generally reduced by up-front costs such as interest, depreciation
and amortization, and, in many instances, the expenses of integrating a newly
acquired business into an existing operation. Additionally, many of the
acquisitions include new technologies and products that require incremental
investment to enhance their future growth prospects.
Revenues (in millions)
[GRAPH]
The company has maintained a conservative capital structure with long-term
debt ranging from 30% to 40% of total capitalization. This provides the
flexibility to increase borrowings should growth opportunities arise. Under
these circumstances it is conceivable that debt may increase to as much as 50%
of capitalization for a period of time. The use of debt financing enables the
company to maintain a lower cost of capital thus further enhancing value for
shareholders. The company finances non-domestic operations primarily in their
local currencies, thus reducing exposure to exchange rate fluctuations.
Historically, operations have generated sufficient cash flow to finance the
company's internal growth initiatives while borrowings have been incurred
largely to finance acquisitions. Over the past five years cash flow from
operations has totaled nearly $500 million. This operating cash flow is
reinvested in the company's core businesses, provides for the payment of
dividends and enables the company to continue to upgrade and expand its plant
and equipment. The company, while not particularly capital intensive, has spent
approximately 5% of sales annually on plant and equipment.
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27
RESULTS OF OPERATIONS
1999 VS. 1998
Revenues increased 11% in 1999 to $1.6 billion from $1.4 billion in 1998. The
increase was attributable to gains in each of the company's three segments.
Acquisitions accounted for nearly 40% of the increase in revenues. For 1999 the
Commercial, Medical and Aerospace segments comprised 47%, 23% and 30% of the
company's net sales, respectively. Non-domestic operations which comprised 40%
of the company's revenues, increased 12% over 1998 and were reduced slightly by
currency exchange rates.
Gross profit margin decreased in 1999 resulting from a decline in the
Commercial and Aerospace segments, offset by an increase in the Medical Segment.
Selling, engineering and administrative expenses as a percentage of sales
decreased in 1999 due to a reduction in the Commercial Segment, which was nearly
offset by an increase in the Aerospace Segment.
Operating profit increased 12% in 1999 to $178.3 million from $159.1
million in 1998. The increase was due to gains in the Commercial and Medical
segments which offset a decline in the Aerospace Segment. For 1999 the
Commercial, Medical and Aerospace segments represented 42%, 28% and 30% of the
company's operating profit, respectively. Operating profit as a percentage of
sales (operating margin) remained unchanged at 11.1% as an increase in the
Medical and Commercial segments offset a decline in the Aerospace Segment.
Net income in 1999 increased 15% to $95.2 million while diluted earnings
per share increased 15% to $2.47. Basic earnings per share increased 14% to
$2.52.
1998 VS. 1997
Revenues gained 25% in 1998 to $1.4 billion from $1.1 billion in 1997 resulting
from increases at each of the company's three segments. Acquisitions accounted
for 60% of the company's increase in revenue. For 1998 the Commercial, Medical
and Aerospace segments accounted for 45%, 24% and 31% of the company's revenues,
respectively. Non-domestic operations comprised 40% of the company's revenues,
increased 53% over 1997 and were not significantly affected by changes in
currency exchange rates. The increase in non-domestic sales resulted primarily
from the acquisition of a manufacturer of automotive driver control systems.
Gross profit margin declined in 1998 to 28.4% from 30.6% in 1997 despite
increases in the Medical and Aerospace segments. A reduction in the proportion
of sales from the Medical Segment, which has a higher gross margin compared with
the other segments; and, a lower contribution to gross margin from acquisitions
in the Commercial Segment contributed to the decrease. Operating expenses as a
percentage of sales improved to 18.5% from 20.1% in 1997 resulting from
reductions in the Commercial and Medical segments. In addition, a decline in the
proportion of sales from the Medical Segment contributed to lowering the
operating expense percentage.
Operating profit increased 17% in 1998 to $159.1 million from $135.8
million in 1997 while operating margin declined to 11.1% from 11.9%. For 1998
the Commercial, Medical and Aerospace segments represented 39%, 26% and 35% of
the company's operating profit, respectively. All three segments reported
increases in operating profit with Aerospace contributing the largest gain. The
decrease in operating margin resulted from the decline in the Commercial Segment
which offset the increases in Medical and Aerospace.
Net income in 1998 increased 18% to $82.6 million and diluted earnings per
share increased 16% to $2.15. Basic earnings per share increased 16% to $2.21.
INTEREST EXPENSE AND INCOME TAX EXPENSE
Interest expense increased in 1999 as a result of higher interest rates and
lower invested cash balances. Interest expense increased in 1998 as a result of
additional borrowings incurred at the end of 1997 to finance acquisitions which
offset the effect of lower interest rates. Interest expense as a percentage of
sales decreased in 1999 to 1.1% from 1.2% in 1998. The effective income tax rate
declined to 33.3% in 1999 compared with 33.8% in 1998 and 34.1% in 1997. In both
1999 and 1998 a higher proportion of income was earned in countries with
relatively lower income tax rates.
Net Income (in millions)
[GRAPH]
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28
1999 FINANCIAL REVIEW continued
COMMERCIAL SEGMENT
The Commercial Segment designs and manufactures proprietary mechanical and
electrical controls for the automotive market; mechanical, electrical and
hydraulic controls, and electronic products for the pleasure marine market; and
proprietary products for fluid transfer and industrial applications.
Operating Profit (in millions)
[GRAPH]
1999 VS. 1998
Sales in the Commercial Segment increased 17% in 1999 to $757.7 million from
$649.6 million in 1998. All three product lines, Automotive, Marine, and
Industrial reported sales gains primarily as a result of new products. New
products, such as the adjustable pedal system, along with the continued strength
of the North American automotive market resulted in higher Automotive product
line sales. Sales increased in the Marine product line due to a stronger marine
market and new products including the modern burner unit sold to non-marine
markets. Sales in the Industrial product line benefited from new products and
increased volume of light-duty cable including an acquisition.
Operating profit rose 22% in 1999 to $75.8 million from $62.0 million in
1998 and operating margin increased to 10.0% from 9.5%. Operating profit in all
three product lines increased due to the additional volume. In the Automotive
product line, increased volumes moved operating profits higher but operating
margins were reduced by additional engineering, product launch and new plant
start up expenses for the adjustable pedal system. The operating margin in the
Industrial product line was lower than the prior year due to the expenses of
integrating an acquisition. In the Marine product line the higher volumes had a
favorable impact on operating margin.
Total assets in this Segment grew by $46 million in 1999 primarily as a
result of spending on new manufacturing facilities and equipment for new
products, and capacity expansion in the Automotive and Industrial product lines.
Return on average assets increased in 1999 to 18% from 16% in 1998 primarily due
to improved operating profits in the Marine product line.
1998 VS. 1997
Sales in the Commercial Segment increased 31% in 1998 from $497.4 million to
$649.6 million resulting from increases in all three product lines, Automotive,
Marine and Industrial. The increase in the Automotive product line was primarily
due to acquisitions including a manufacturer of automotive driver control
systems. The North American sales growth rate was slower from the effects of the
General Motors strike. Within the Marine product line, increases in sales of
non-marine products offset a decline in sales of marine electronics products.
Additional sales of light-duty cable and flexible fluoroplastic hose resulted in
the Industrial product line gain.
Operating profit increased 1% while operating margin declined to 9.5% in
1998 from 12.4% in 1997. Increases in operating profit and margin in the
Industrial product line were offset by declines in Automotive while Marine
remained unchanged from the prior year. The declines in Automotive were due to
lower margins of acquisitions, expenses related to new products such as the
adjustable pedal and costs associated with the General Motors strike. The strike
reduced operating profit by approximately $3.4 million, or 5 cents per share.
Within the Marine product line, higher operating profits and margins stemming
from increased volume of non-marine products were offset by declines from marine
electronics products. The Industrial product line increases resulted primarily
from the additional volume of flexible fluoroplastic hose.
Assets increased in 1998 due primarily to acquisitions in the Automotive
product line. Return on average assets declined from 21% in 1997 to 16% in 1998
resulting from the combination of increased assets and lower operating returns
from acquisitions.
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Capital Expenditures (in millions)
[GRAPH]
MEDICAL SEGMENT
The Medical Segment manufactures and distributes a broad range of invasive
disposable and reusable devices for the urology, gastroenterology,
anesthesiology and respiratory care markets worldwide. It also designs and
manufactures a variety of surgical devices, closure systems and provides
instrument management services.
1999 VS. 1998
In 1999 the Medical Segment sales increased by 10% to $372.3 million from $338.3
million in 1998 primarily as a result of acquisitions in both product lines of
this segment, Hospital Supply and Surgical Devices. In the Hospital Supply
product line a European distributor was acquired while in Surgical Devices an
instrument management services business and a North American distributor of
specialty surgical instruments were added.
Operating profit rose 18% in 1999 to $49.6 million from $41.9 million in
1998 and operating margin increased to 13.3% from 12.4% as a result of
improvements in both product lines. The gains were due to increased volume and
sales of higher margin products.
Assets increased in 1999 as a result of the acquisitions, which offset the
effects of currency translation. Return on average assets increased to 13% from
12% due to the increase in operating profit combined with a relatively smaller
increase in the asset base.
1998 VS. 1997
In 1998 Medical Segment sales increased 5% to $338.3 million from $323.1 million
resulting primarily from gains in the Surgical Devices product line which offset
a decline in Hospital Supply due to currency exchange rates. The increase in
Surgical Devices resulted from additional European sales and from growth of
instrument management services aided by an acquisition.
Operating profit increased 18% in 1998 to $41.9 million from $35.5 million
in 1997 and operating margin improved to 12.4% from 11.0%. The increases in
operating profit and operating margin are the result of gains in both Hospital
Supply and Surgical Devices. The 1998 increases in Surgical Devices are due to
unusually high expenses in the prior year from realigning sales and
manufacturing by product line. The increases in Hospital Supply are the result
of increased sales of higher margin products.
Assets increased due to investment in instrument management services
including an acquisition and increases in accounts receivable and inventory
related to volume. Return on average assets improved from 11% to 12% resulting
from the increase in operating profit which more than offset the increase in
assets.
AEROSPACE SEGMENT
The Aerospace Segment serves the commercial aerospace and turbine engine
markets. Its businesses design and manufacture precision controls and cargo
systems for aviation; provide coatings, repair services and manufactured
components for users of both flight and ground-based turbine engines. Sales are
both to original equipment manufacturers (OEMs) and the aftermarket.
Dividends per Share
[GRAPH]
15
30
1999 FINANCIAL REVIEW continued
1999 VS. 1998
Sales in the Aerospace Segment grew by 5% in 1999 to $471.1 million from $449.6
million in the prior year. Sales increased in the aerospace repairs and coatings
product lines due to growth in the aftermarket sector of the commercial
aerospace market. This increase was partially offset by reduced volume in
component manufacturing resulting from softening of the OEM sector of the
market.
Operating profit declined 4% in 1999 to $52.9 million from $55.2 million in
1998 and operating margin decreased to 11.2% from 12.3%. The lower operating
profit resulted from the decline in sales primarily in component manufacturing
and from additional expenses associated with cost reduction programs designed to
improve profitability. A higher proportion of sales in aerospace repairs also
reduced the Segment's operating margin since a portion of its profits are shared
with a joint venture partner.
Assets increased in 1999 by $8 million due primarily to the start up of an
operation in Korea. Return on average assets declined to 16% in 1999 from 18% in
1998 due to the decrease in operating profit.
1998 VS. 1997
Sales in the Aerospace Segment increased 38% in 1998 to $449.6 million from
$325.3 million. Each of the Segment's product lines, cargo handling systems,
coatings, aerospace repairs and component manufacturing showed gains. The
largest contribution to the increase came from component manufacturing which
gained from the strength of the aerospace market. In addition, growth in
aerospace repairs from the Singapore plant and in coatings from increased sales
to the industrial gas turbine market contributed to the gain.
Operating profit in 1998 increased 42% to $55.2 million from $38.8 million
and operating margin improved slightly to 12.3% from 11.9%. The operating profit
gain was primarily the result of additional volume in component manufacturing.
The volume gain also contributed to the improved operating margin. The increase
in operating margin in this Segment, however, was diluted by higher sales of
aerospace repairs which distributes approximately half of its profits to a joint
venture partner.
The increase in assets in 1998 was due to additional plant and equipment
and working capital investments made to accommodate the growth in this Segment
during the year. Return on average assets increased from 16% to 18% as the
increase in operating profit outpaced the increase in assets during the year.
Cash Flow from Operations (in millions)
[GRAPH]
LIQUIDITY, MARKET RISK AND CAPITAL RESOURCES
The company continued to generate high levels of cash from operations. In 1999
cash flows from operating activities grew to $134.1 million compared to $131.6
million in 1998 and $80.8 million in 1997. The 1999 results were from higher net
income and depreciation and amortization offset by working capital requirements,
primarily accounts receivable related to incremental sales volume. The increase
in 1998 resulted from higher net income and depreciation and amortization and,
from improvements in working capital. In addition to the cash generated from
operations the company has approximately $200 million in committed and
uncommitted unused lines of credit available which provide the ability to pursue
strategic growth opportunities. Total borrowings for the company decreased $23
million in 1999 while long-term debt to total capitalization improved to 29% in
1999 from 34% in 1998. The decline in borrowings was the result of currency
exchange rate changes which offset net borrowings during the year incurred
mainly to finance acquisitions. The $14 million increase in long-term debt in
1998 resulted from borrowings incurred to complete construction of the Singapore
repair facility, acquisition financing outside the United States and currency
exchange rate changes which were offset by repayments. During the first quarter
of 1998 certain acquired non-strategic assets were sold for $36 million in cash
and the related borrowings reduced. Approximately 65% of the company's total
borrowings of $345 million are denominated in currencies other than the US
dollar, principally Euro, providing a natural hedge against fluctuations in the
value of non-domestic assets.
16
31
In addition to the natural hedge positions for translation risk, the
company occasionally uses forward rate contracts to manage currency transaction
exposure and interest rate caps and swaps for exposure to interest rate changes.
The company does not enter into these arrangements for trading purposes, but
rather to limit the impact of movements in financial markets on its cash flows.
The use of these derivative instruments, which are contracted only with
financial institutions having high investment grade credit ratings, was not
significant at December 26, 1999.
In summary, the company's financial condition remains strong. The company
believes that cash flows from operations and access to additional funds through
available credit facilities provide adequate resources to fund operating
requirements, capital expenditures and additional acquisition opportunities to
meet its strategic and financial goals.
SHAREHOLDERS' EQUITY
Shareholders' Equity increased to $602.6 million at the end of 1999 from $534.5
million at the end of 1998. Book value per share increased to $15.85 at December
26, 1999 compared to $14.21 at December 27, 1998. During 1999 the dividend per
share was increased 13% to $.51 per share from $.45 per share in 1998. Return on
shareholders' equity increased from 16.5% to 16.7% and is at its highest level
in the last ten years.
OTHER MATTERS
ENVIRONMENTAL
The company is subject to numerous federal, state and local environmental laws
and regulations including the Resource Conservation and Recovery Act,
Comprehensive Environmental Response, Compensation and Liability Act, the Clean
Air Act and, the Clean Water Act. Environmental programs are in place throughout
the company which include training, auditing and monitoring to ensure compliance
with such laws and regulations. In addition, the company has been named as a
Potentially Responsible Party by the Environmental Protection Agency at various
sites throughout the country. Environmental costs, including liabilities
associated with such sites, and the costs of complying with existing
environmental regulations are not expected to result in a liability material to
the company's consolidated financial position or results of operations.
Capitalization (in millions)
[GRAPH]
YEAR 2000
The company substantially completed its year 2000 remediation project during
1999. No systems failures causing disruption in normal business operations have
occurred.