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 SEPTEMBER 26, 1999 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. [X] Yes [ ] 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 SEPTEMBER 26, 1999 ----------------------------------- --------------------------------- Common Stock, $1.00 Par Value 37,971,490 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- 2 TELEFLEX INCORPORATED CONDENSED CONSOLIDATED BALANCE SHEET ------------------------------------------------------------ (DOLLARS IN THOUSANDS) SEPT. 26, DEC. 27, 1999 1998 ---------- ---------- ASSETS - -------------------------------------------------------------------------------------- Current assets Cash and cash equivalents................................. $ 46,200 $ 66,689 Accounts receivable less allowance for doubtful accounts............................................... 321,812 295,369 Inventories............................................... 239,964 235,869 Prepaid expenses.......................................... 21,007 19,015 ---------- ---------- 628,983 616,942 Property, plant and equipment, at cost, less accumulated depreciation.............................................. 453,996 431,756 Investments in affiliates................................... 50,545 50,932 Intangibles and other assets................................ 136,628 116,287 ---------- ---------- $1,270,152 $1,215,917 ========== ========== LIABILITIES AND SHAREHOLDERS' EQUITY - -------------------------------------------------------------------------------------- Current liabilities Current portion of borrowings and demand loans............ $ 94,574 $ 91,651 Accounts payable and accrued expenses..................... 199,722 194,525 Income taxes payable...................................... 21,859 25,303 ---------- ---------- 316,155 311,479 Long-term borrowings........................................ 280,264 275,581 Deferred income taxes and other............................. 87,558 94,407 ---------- ---------- 683,977 681,467 Shareholders' equity........................................ 586,175 534,450 ---------- ---------- $1,270,152 $1,215,917 ========== ========== 2 3 TELEFLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENT OF INCOME ---------------------------------------------------------------------- (DOLLARS AND SHARES IN THOUSANDS, EXCEPT PER SHARE) THREE MONTHS ENDED NINE MONTHS ENDED ---------------------- ------------------------ SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27, 1999 1998 1999 1998 --------- --------- ---------- ---------- Revenues..................................... $377,391 $342,962 $1,190,707 $1,051,733 -------- -------- ---------- ---------- Cost of sales................................ 272,754 246,795 853,718 752,364 Operating expenses........................... 71,265 67,353 220,893 198,725 Interest expense............................. 4,561 4,192 13,378 12,938 -------- -------- ---------- ---------- 348,580 318,340 1,087,989 964,027 -------- -------- ---------- ---------- Income before taxes.......................... 28,811 24,622 102,718 87,706 Provision for taxes on income................ 9,825 8,445 34,824 30,427 -------- -------- ---------- ---------- Net income................................... $ 18,986 $ 16,177 $ 67,894 $ 57,279 ======== ======== ========== ========== Earnings per share Basic...................................... $ 0.50 $ 0.43 $ 1.80 $ 1.53 Diluted.................................... $ 0.49 $ 0.42 $ 1.76 $ 1.49 Dividends per share.......................... $ 0.130 $ 0.115 $ 0.375 $ 0.330 Average number of common and common equivalent shares outstanding Basic...................................... 37,951 37,391 37,777 37,320 Diluted.................................... 38,622 38,440 38,513 38,406 3 4 TELEFLEX INCORPORATED CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS ----------------------------------------------------------------------------- (DOLLARS IN THOUSANDS) NINE MONTHS ENDED ---------------------- SEPT. 26, SEPT. 27, 1999 1998 --------- --------- Cash flows from operating activities: Net income................................................ $ 67,894 $ 57,279 Adjustments to reconcile net income to cash flows from operating activities: Depreciation and amortization.......................... 49,832 44,887 (Increase) in accounts receivable...................... (30,118) (25,937) (Increase) in inventory................................ (4,604) (3,198) (Increase) decrease in prepaid expenses................ (2,063) 6,661 Increase in accounts payable and accrued expenses...... 5,336 14,694 (Decrease) increase in income taxes payable............ (3,879) 8,146 --------- -------- 82,398 102,532 --------- -------- Cash flows from financing activities: Proceeds from new borrowings.............................. 46,369 11,713 Reduction in long-term borrowings......................... (25,733) (5,888) Increase (decrease) in current borrowings and demand loans.................................................. 8,639 (26,032) Proceeds from stock compensation plans.................... 2,940 3,046 Dividends................................................. (14,186) (12,307) --------- -------- 18,029 (29,468) --------- -------- Cash flows from investing activities: Expenditures for plant assets............................. (63,120) (51,709) Payments for businesses acquired.......................... (43,895) (13,107) Proceeds from sale of businesses and assets............... 35,868 Investments in affiliates................................. (12,053) (1,622) Other..................................................... (1,848) 2,852 --------- -------- (120,916) (27,718) --------- -------- Net (decrease) increase in cash and cash equivalents........ (20,489) 45,346 Cash and cash equivalents at the beginning of the period.... 66,689 30,702 --------- -------- Cash and cash equivalents at the end of the period.......... $ 46,200 $ 76,048 ========= ======== 4 5 TELEFLEX INCORPORATED STATEMENT OF COMPREHENSIVE INCOME ------------------------------------------------------- THREE MONTHS ENDED NINE MONTHS ENDED ---------------------- ---------------------- SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27, 1999 1998 1999 1998 --------- --------- --------- --------- Net income.......................................... $18,986 $16,177 $67,894 $57,279 Unrealized holding (loss)........................... (2,173) -- (2,173) -- Cumulative translation adjustment................... 1,696 (1,325) (1,395) (1,537) ------- ------- ------- ------- Comprehensive income................................ $18,509 $14,852 $64,326 $55,742 ======= ======= ======= ======= NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - -------------------------------------------------------------------------------- NOTE 1 The accompanying unaudited condensed consolidated financial statements for the three months and nine months ended September 26, 1999 and September 27, 1998 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 September 26, 1999, 2,421,064 shares of common stock were reserved for issuance under the company's stock compensation plans. NOTE 3 Inventories consisted of the following: SEPT. 26, DEC. 27, 1999 1998 --------- -------- Raw materials.......................................... $ 89,395 $ 80,891 Work-in-process........................................ 41,817 41,646 Finished goods......................................... 108,752 113,332 -------- -------- $239,964 $235,869 ======== ======== 5 6 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED) - -------------------------------------------------------------------------------- NOTE 4 BUSINESS SEGMENT INFORMATION: THREE MONTHS ENDED NINE MONTHS ENDED ---------------------- ------------------------ SEPT. 26, SEPT. 27, SEPT. 26, SEPT. 27, 1999 1998 1999 1998 --------- --------- ---------- ---------- Sales Commercial................................. $169,055 $146,904 $ 557,852 $ 480,295 Medical.................................... 91,414 84,019 274,366 248,274 Aerospace.................................. 116,922 112,039 358,489 323,164 -------- -------- ---------- ---------- Total.............................. $377,391 $342,962 $1,190,707 $1,051,733 ======== ======== ========== ========== Operating Profit Commercial................................. $ 12,082 $ 9,051 $ 53,773 $ 45,178 Medical.................................... 12,086 9,977 35,341 29,759 Aerospace.................................. 13,718 14,058 40,280 38,628 -------- -------- ---------- ---------- 37,886 33,086 129,394 113,565 -------- -------- ---------- ---------- Less: Interest expense........................... 4,561 4,192 13,378 12,938 Corporate expenses......................... 4,514 4,272 13,298 12,921 -------- -------- ---------- ---------- Income before taxes.......................... 28,811 24,622 102,718 87,706 Taxes on income.............................. 9,825 8,445 34,824 30,427 -------- -------- ---------- ---------- Net income................................... $ 18,986 $ 16,177 $ 67,894 $ 57,279 ======== ======== ========== ========== MANAGEMENT'S ANALYSIS OF QUARTERLY FINANCIAL DATA - ------------------------------------------------------------------------------- RESULTS OF OPERATIONS: - ------------------------ Revenues increased 10% in the third quarter of 1999 to $377.4 million from $343.0 million in 1998. Approximately one-half of the growth was the result of acquisitions while the balance was generated internally. Sales increased in the Commercial, Medical and Aerospace segments by 15%, 9%, and 4%, respectively. The Commercial, Medical and Aerospace segments comprised 45%, 24% and 31% of the company's net sales, respectively. The gross profit margin decreased slightly to 27.7% in 1999 compared with 28.0% in 1998. The decrease was due to higher gross profit margins in the Medical and Commercial segments which were offset by a decline in Aerospace gross profit margin. Operating expenses as a percentage of sales decreased to 18.9% in 1999 compared with 19.6% in 1998 resulting primarily from a decline in the Medical Segment. Operating profit increased 15% in the third quarter from $33.1 million in 1998 to $37.9 million in 1999 resulting from significant gains in Commercial and Medical offset by a slight decline in Aerospace. Operating margin increased slightly from 9.6% in 1998 to 10.0% in 1999 as increases in Commercial and Medical offset a decline in Aerospace. The Commercial, Medical and Aerospace segments comprised 32%, 32% and 36% of the company's operating profit, respectively. Net income and diluted earnings per share for the quarter were $19.0 million and $0.49, which represents a 17% increase for both compared with 1998. Interest expense increased in 1999 as a result of an increase in average debt offset somewhat by lower interest rates. The effective income tax rate was 34.1% in 1999 compared with 34.3% in 1998. The decline resulted from a higher proportion of income in 1999 earned in countries with relatively lower tax rates. 6 7 INDUSTRY SEGMENT REVIEW: - --------------------------- Sales in the Commercial Segment increased 15% from $146.9 million in 1998 to $169.1 million in 1999 resulting from increases in all three product lines, Automotive, Marine and Industrial. New products in the Marine and Automotive product lines and the strength in the domestic automotive market contributed to the increase. Operating profit increased from $9.1 million in 1998 to $12.1 million in 1999 and operating margin increased slightly from 6.2% to 7.1%. Marine and Industrial reported increases in operating profit while Automotive profits remained relatively flat. Increases in the Marine and Industrial product line operating margins offset a decline in Automotive from the continued investment in engineering, product launch and plant start-up costs for the adjustable pedal system. The Medical Segment sales increased 9% from $84.0 million in 1998 to $91.4 million in 1999 due to gains in both the Hospital Supply and Surgical Devices product lines. The gain resulted primarily from acquisitions, first in Hospital Supply to extend the company's distribution in Europe, and also in Surgical Devices adding to instrument management services and distribution in the United States. Operating profit increased 21% from $10.0 million to $12.1 million from both Hospital Supply and Surgical Devices while operating margin increased to 13.2% from 11.9% resulting from increased sales of higher margin products. The Aerospace Segment sales increased 4% from $112.0 million in 1998 to $116.9 million in 1999 primarily from gains in cargo systems and turbo-machinery, which offset a decline in manufactured components. Operating profit decreased 2% as a result of the volume decline in manufactured components. Operating margin declined from 12.5% to 11.7% resulting from a higher proportion of sales in the lower margin turbo-machinery product line and in the repairs product line where profits are shared with a joint venture partner. CASH FLOWS FROM OPERATIONS AND LIQUIDITY: - ---------------------------------------------- Additional working capital related to volume, which as a percentage of sales improved over the prior year, resulted in a decrease in cash flows from operating activities of $20.1 million. Long-term borrowings increased slightly to $280.3 million at September 26, 1999 as compared to $275.6 million at December 27, 1998. The ratio of long-term borrowings to total capitalization improved from 34% at December 27, 1998 to 32% at September 26, 1999. YEAR 2000: - ----------- Background The "year 2000 issue" refers to computer programs written using two digits rather than four to define the year. This could result in computer systems being unable to distinguish between the year 1900 and the year 2000. The remediation of non-compliant computer systems before the year 2000 by the company, and its suppliers and customers is necessary to minimize the possibility of systems failures causing disruptions in business operations. Project The company began its year 2000 remediation project in 1997 comprising seven phases: (1) awareness, (2) inventory, (3) assessment, (4) analysis, (5) conversion, (6) implementation and (7) post implementation. Each of the company's more than eighty business units is responsible for carrying out its own remediation plan with assistance and monitoring by a full time "year 2000 project office." These remediation plans include requirements to develop and test contingency procedures in the event of unforeseen system failures due to year 2000 issues. These contingency plans may include identifying alternate suppliers for the company's significant production materials and supplies, adjusting factory production schedules and other measures considered appropriate by management. At September 26, 1999 substantially all of the activities, including replacements, upgrades and modifications in the normal course of business, necessary for company-wide compliance have been completed. The project also encompasses remediation of non-information systems such as embedded chips within the company's production processes and infrastructure; and, customer and supplier readiness. As 7 8 part of its overall business risk assessment, the company has sent year 2000 readiness surveys to its significant customers and suppliers. The surveys are being continuously updated and, where necessary, will be supplemented with on-site inspection of significant customers and suppliers. Costs The aggregate effort directed towards year 2000 remediation will be approximately $10 to $12 million including the capitalized cost of computer hardware and software systems and the redirected effort of the company's existing resources. Approximately $9.3 million has been spent as of September 26, 1999 and has been funded by cash flows from operations. Risks Failure to correct a significant year 2000 issue could result in a disruption of normal business operations. Due to the general uncertainty inherent in the year 2000 issue, especially as it relates to the readiness of customers and suppliers, a risk of a material adverse effect on the company's future results of operations, liquidity and financial condition does exist. The company believes that completion of its year 2000 project including scheduled business system implementations will reduce the risk of significant disruption of normal business operations. The company's operations are diversified among over 80 separate business units. This diversified environment combined with multiple customer and supplier relationships further reduces the risk of a significant disruption to the company's operations. FORWARD-LOOKING STATEMENTS: - -------------------------------- This quarterly report includes the company's current plans and expectations and is based on information available to it. It relies on a number of assumptions and estimates which could be inaccurate and which are subject to risks and uncertainties. 8 9 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 10 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. Vice President and Chief Financial Officer /s/ STEPHEN J. GAMBONE -------------------------------------- Stephen J. Gambone Controller and Chief Accounting Officer November 5, 1999 10