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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q

þ  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 30, 2003

OR

o  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

(State of Incorporation)
  23-1147939

(IRS Employer Identification Number)
630 West Germantown Pike, Suite 450
Plymouth Meeting, PA

(Address of Principal Executive Office)
 
19462

(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.

þ     Yes                              o     No

      Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).

þ     Yes                              o     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 30, 2003


Common Stock, $1.00 Par Value
  39,480,152




 

TELEFLEX INCORPORATED

CONDENSED CONSOLIDATED BALANCE SHEET

(Dollars in Thousands)
                   
Mar. 30, Dec. 29,
2003 2002


ASSETS
Current assets
               
 
Cash and cash equivalents
  $ 43,102     $ 44,494  
 
Accounts receivable less allowance for doubtful accounts
    444,576       401,888  
 
Inventories
    394,037       365,535  
 
Prepaid expenses
    27,329       25,978  
     
     
 
      909,044       837,895  
Property, plant and equipment, at cost, less accumulated depreciation
    611,605       604,241  
Goodwill
    276,873       257,999  
Intangibles and other assets
    76,592       68,810  
Investments in affiliates
    37,674       44,439  
     
     
 
    $ 1,911,788     $ 1,813,384  
     
     
 
LIABILITIES AND SHAREHOLDERS’ EQUITY
Current liabilities
               
 
Current portion of borrowings and demand loans
  $ 220,817     $ 182,776  
 
Accounts payable and accrued expenses
    293,640       276,938  
 
Income taxes payable
    49,088       38,769  
     
     
 
      563,545       498,483  
Long-term borrowings
    226,810       240,123  
Deferred income taxes and other
    171,757       162,497  
     
     
 
      962,112       901,103  
Shareholders’ equity
    949,676       912,281  
     
     
 
    $ 1,911,788     $ 1,813,384  
     
     
 

The accompanying notes are an integral part of the condensed consolidated financial statements.

2


 

TELEFLEX INCORPORATED

 
CONDENSED CONSOLIDATED STATEMENT OF INCOME
(Dollars and Shares in Thousands, Except Per Share)
                   
Three Months Ended

Mar. 30, Mar. 31,
2003 2002


Revenues
  $ 546,221     $ 508,396  
     
     
 
Cost of sales
    403,942       373,290  
Operating expenses
    97,247       85,176  
Interest expense
    6,565       6,036  
Non-operating gain
    (3,068 )      
     
     
 
      504,686       464,502  
     
     
 
Income before taxes
    41,535       43,894  
Provision for taxes on income
    12,294       13,476  
     
     
 
Net income
  $ 29,241     $ 30,418  
     
     
 
Earnings per share
               
 
Basic
  $ 0.74     $ 0.78  
 
Diluted
  $ 0.74     $ 0.77  
Dividends per share
  $ 0.18     $ 0.17  
Average number of common and common equivalent shares outstanding
               
 
Basic
    39,446       39,038  
 
Diluted
    39,700       39,638  

The accompanying notes are an integral part of the condensed consolidated financial statements.

3


 

TELEFLEX INCORPORATED

 
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
(Dollars in Thousands)
                     
Three Months Ended

Mar. 30, Mar. 31,
2003 2002


Cash flows from operating activities:
               
 
Net income
  $ 29,241     $ 30,418  
 
Adjustments to reconcile net income to cash flows from operating activities:
               
   
Depreciation expense
    23,711       20,455  
   
Amortization expense
    1,698       1,260  
   
(Increase) in accounts receivable
    (35,598 )     (21,136 )
   
(Increase) in inventory
    (18,143 )     (10,618 )
   
Decrease (increase) in prepaid expenses
    367       (2,280 )
   
Increase in accounts payable and accrued expenses
    15,318       6,033  
   
Increase in income taxes payable
    10,583       4,168  
     
     
 
      27,177       28,300  
     
     
 
Cash flows from financing activities:
               
 
Reduction in long-term borrowings
    (6,292 )     (9,933 )
 
Increase in current borrowings and demand loans
    25,206       21,481  
 
Proceeds from stock compensation plans
    476       5,951  
 
Dividends
    (7,100 )     (6,627 )
     
     
 
      12,290       10,872  
     
     
 
Cash flows from investing activities:
               
 
Expenditures for plant assets
    (21,831 )     (22,523 )
 
Payments for businesses acquired
    (22,916 )     (9,742 )
 
Proceeds from sale of businesses and assets
    4,728        
 
Investments in affiliates
    (1,285 )     (42 )
 
Other
    445       (1,948 )
     
     
 
      (40,859 )     (34,255 )
     
     
 
Net (decrease) increase in cash and cash equivalents
    (1,392 )     4,917  
Cash and cash equivalents at the beginning of the period
    44,494       46,900  
     
     
 
Cash and cash equivalents at the end of the period
  $ 43,102     $ 51,817  
     
     
 

The accompanying notes are an integral part of the condensed consolidated financial statements.

4


 

TELEFLEX INCORPORATED

 
STATEMENT OF COMPREHENSIVE INCOME
(Dollars in Thousands)
                 
Three Months Ended

Mar. 30, Mar. 31,
2003 2002


Net income
  $ 29,241     $ 30,418  
Financial instruments marked to market
    454       513  
Cumulative translation adjustment
    11,863       (2,726 )
     
     
 
Comprehensive income
  $ 41,558     $ 28,205  
     
     
 

The accompanying notes are an integral part of the condensed consolidated financial statements.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1

      The accompanying unaudited condensed consolidated financial statements for the three months ended March 30, 2003 and March 31, 2002 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. At March 30, 2003, 5,333,715 shares of common stock were reserved for issuance under the Company’s stock compensation plans.

Note 2

      In November 2002, the Financial Accounting Standards Board issued FASB Interpretation No. 45 (FIN 45), “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” FIN 45 requires that certain guarantees be recognized as liabilities at fair value at their inception date and requires certain disclosures by the guarantor in its financial statements about its obligations. In the ordinary course of business, the Company provides routine letters of credit, indemnifications and other guarantees whose terms range in duration and often are not explicitly defined. The Company does not believe these will have a material impact on the results of operations or financial condition of the Company.

Note 3

      The Company has stock-based compensation plans that provide for the granting of incentive and non-qualified options to officers and key employees to purchase shares of common stock at the market price of the stock on the dates options are granted. No stock-based employee compensation cost is reflected in net income.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 3 — (continued)

      The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of FASB Statement No. 123, “Accounting for Stock-Based Compensation”:

                     
Three Months Ended

Mar. 30, Mar. 31,
2003 2002


Net income, as reported
  $ 29,241     $ 30,418  
Deduct: Stock-based employee compensation expense using a fair value method
    (1,087 )     (860 )
     
     
 
Pro forma net income
  $ 28,154     $ 29,558  
     
     
 
Earnings per share:
               
 
Basic
               
   
As reported
  $ 0.74     $ 0.78  
   
Pro forma
  $ 0.71     $ 0.76  
 
Diluted
               
   
As reported
  $ 0.74     $ 0.77  
   
Pro forma
  $ 0.71     $ 0.75  

Note 4

      Changes in the carrying amount of goodwill for the three months ended March 30, 2003, by operating segment, are as follows:

                                 
Commercial Medical Aerospace Total




Goodwill, net at December 29, 2002
  $ 94,566     $ 137,272     $ 26,161     $ 257,999  
Goodwill acquired
    16,480                   16,480  
Translation adjustment
    1,792       559       43       2,394  
     
     
     
     
 
Goodwill, net at March 30, 2003
  $ 112,838     $ 137,831     $ 26,204     $ 276,873  
     
     
     
     
 

      The following table reflects the components of intangible assets:

                                 
Mar. 30, 2003 Dec. 29, 2002


Gross Carrying Accumulated Gross Carrying Accumulated
Amount Amortization Amount Amortization




Intellectual property
  $ 39,069     $ 7,180     $ 33,378     $ 6,211  
Customer lists
    24,409       1,777       21,000       1,580  
Distribution rights
    20,330       7,569       19,646       6,595  

      Amortization expense related to those intangible assets was $1,698 for the three months ended March 30, 2003. Amortization expense is estimated to be $7,041 in 2003, $6,901 in 2004, $6,190 in 2005, $5,406 in 2006 and $4,567 in 2007.

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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

Note 5

      Inventories consisted of the following:

                                 
Mar. 30, Dec. 29,
2003 2002


Raw materials
  $ 167,450     $ 154,552                  
Work-in-process
    71,237       59,596                  
Finished goods
    155,350       151,387                  
     
     
                 
    $ 394,037     $ 365,535                  
     
     
                 

Note 6

      Business segment information:

                           
Three Months Ended

Mar. 30, Mar. 31, Percent
2003 2002 Change



Sales
                       
 
Commercial
  $ 299,811     $ 265,752       13 %
 
Medical
    118,145       107,303       10 %
 
Aerospace
    128,265       135,341       (5 %)
     
     
         
 
Total
  $ 546,221     $ 508,396       7 %
     
     
         
Operating profit
                       
 
Commercial
  $ 29,127     $ 25,704       13 %
 
Medical
    19,047       17,367       10 %
 
Aerospace
    1,913       11,429       (83 %)
     
     
         
      50,087       54,500       (8 %)
     
     
         
Less:
                       
 
Interest expense
    6,565       6,036       9 %
 
Corporate expenses
    5,055       4,570       11 %
 
Non-operating gain
    (3,068 )            
     
     
         
Income before taxes
    41,535       43,894       (5 %)
 
Taxes on income
    12,294       13,476       (9 %)
     
     
         
Net income
  $ 29,241     $ 30,418       (4 %)
     
     
         

MANAGEMENT’S ANALYSIS OF QUARTERLY FINANCIAL DATA

Results of Operations:

      Revenues increased 7% in the first quarter of 2003 to $546.2 million from $508.4 million in 2002. The increase resulted from gains in the Commercial and Medical segments which more than offset a decline in the Aerospace Segment. The 7% increase in revenues was comprised of 4% from acquisitions, 5% from currency translation and a core business decline of 2%. The Commercial, Medical and Aerospace segments comprised 55%, 22% and 23% of the Company’s net sales, respectively.

      The gross profit margin declined to 26.0% in 2003 from 26.6% in 2002 as a result of a decrease in the Aerospace Segment, due to a combination of lower volume in Industrial Gas Turbine (IGT) Services and new lower margin programs in Repair Services. Commercial and Medical gross margin improved slightly.

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Operating expenses as a percentage of sales increased to 17.8% in 2003 compared with 16.8% in 2002 as all three segments reported increases.

      Operating profit declined 8% in the first quarter to $50.1 million in 2003 from $54.5 million in 2002 resulting from a decline in the Aerospace Segment, which more than compensated for gains in the Commercial and Medical segments. Operating margin declined to 9.2% in 2003 from 10.7% in 2002 due primarily to a decline in the Aerospace Segment. Medical Segment margin declined slightly, while Commercial margin remained flat. The Commercial, Medical and Aerospace segments comprised 58%, 38% and 4% of the Company’s operating profit, respectively.

      Interest expense increased in 2003 primarily as a result of changes in exchange rates. During the quarter, the Company completed the sale of a non-core equity investment resulting in a pre-tax gain of $3.1 million, or $0.05 cents per share after tax. The effective income tax rate was 29.6% in 2003 compared with 30.7% in 2002. The decline resulted from a higher proportion of income in 2003 earned in countries with relatively lower tax rates. Net income and diluted earnings per share for the quarter were $29.2 million and $0.74, a 4% decline.

Industry Segment Review:

      Sales in the Commercial Segment gained 13% from $265.8 million in 2002 to $299.8 million in 2003 as all three product lines, Automotive, Marine and Industrial, reported gains. Automotive and Industrial product lines reported double-digit gains while Marine sales improved modestly. Automotive sales improved due to stronger foreign currencies and increased volume of the adjustable pedal and transmission guide control programs. Industrial sales grew largely as a result of acquisitions, including the 2003 purchase of a designer and manufacturer of electronic and electromechanical products for the automotive, marine and industrial markets. Marine revenues increased slightly as a result of improved sales to original equipment manufacturers and of non-marine products, which more than compensated for weaker aftermarket sales. Operating profit increased to $29.1 million from $25.7 million in 2002. Operating profit improved due to volume increases across all three product lines and prior year plant closings in the Automotive product line. Operating margin remained constant at 9.7%.

      Medical Segment sales increased 10% from $107.3 million in 2002 to $118.1 million in 2003. Stronger European currencies, increased volume of core anesthesia products in the Health Care Supply product line and the acquisition of a medical instrument company in the third quarter of 2002 led to the double-digit increase. Operating profit increased from $17.4 million in 2002 to $19.0 million in 2003 while operating margin declined slightly from 16.2% to 16.1%. In Health Care Supply, higher volume and greater reliance on production in low cost countries improved both operating profit and margin. In Surgical Devices, operating profit remained relatively constant and margin declined as a result of adverse mix.

      Aerospace Segment sales decreased 5% to $128.3 million in 2003 from $135.3 million in 2002 as this segment continued to experience weaker power generation and commercial aerospace markets. A significant sales decline in IGT Services more than offset growth in Repair Services and Cargo Systems. Manufactured Component revenue was relatively flat. Operating profit decreased 83% to $1.9 million and operating margin dropped from 8.4% in 2002 to 1.5% in 2003. Operating profit declined as a result of approximately $3 million in plant wind-down and closing costs, lower volume in IGT Services and, to a lesser extent currency pressures in Cargo Systems. These factors along with new Repair Services programs resulted in lower margins.

Cash Flows from Operations and Liquidity:

      Cash flows from operating activities in the first quarter of 2003 declined slightly to $27.2 million from the prior year period of $28.3 million. Accounts receivable levels increased due in part to increased sales in Europe, particularly Medical, where payment terms are longer. Total borrowings increased by $25 million to $447.6 million at March 30, 2003 as compared to $422.9 million at December 29, 2002. The increase was due to borrowings incurred to finance the acquisition and from currency exchange rate changes. The ratio of total debt to total capitalization at both December 29, 2002 and March 30, 2003 was 32%.

8


 

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.

      The Company’s annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all amendments to those reports will be made available free of charge through the Investor Relations section of the Company’s Internet website (http://www.teleflex.com) as soon as practicable after such material is electronically filed with, or furnished to, the Securities and Exchange Commission.

 
Item 4. Controls and Procedures

      As of a date within 90 days prior to the date of the filing of this report, our Chief Executive Officer and Chief Financial Officer have reviewed and evaluated the effectiveness of our disclosure controls and procedures, which included inquiries made to certain other of our employees. Based on their evaluation, our Chief Executive Officer and Chief Financial Officer have each concluded that our disclosure controls and procedures provide reasonable assurance that we record, process, summarize, and report information required to be disclosed by us in our periodic reports filed under the Securities Exchange Act within the time periods specified by the Securities and Exchange Commission’s rules and forms. Subsequent to the date of their evaluation, there have not been any significant changes in our internal controls or in other factors that could significantly affect these controls, including any corrective actions with regard to significant deficiencies and material weaknesses.

PART II OTHER INFORMATION

 
Item 6. Exhibits and Reports on Form 8-K

      1. During the quarter ended March 30, 2003, the Company filed the following report on Form 8-K:

  On March 24, 2003 Teleflex Incorporated filed a report on Form 8-K dated March 24, 2003, to file as an exhibit the certifications of the Company’s Chief Executive Officer and Chief Financial Officer required pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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.
  Executive Vice President and Chief Financial Officer
  (principal financial officer) and duly authorized officer

May 13, 2003

10


 

TELEFLEX INCORPORATED

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Jeffrey P. Black, Chief Executive Officer and President of Teleflex Incorporated, certify that:

        1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
 
        2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
        3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
        4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
        b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
        c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

        5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

        a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
        b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

        6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

  /s/ JEFFREY P. BLACK
 
  Jeffrey P. Black
  Chief Executive Officer and President

Date: May 13, 2003

11


 

TELEFLEX INCORPORATED

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Harold L. Zuber, Jr., Chief Financial Officer and Executive Vice President of Teleflex Incorporated, certify that:

        1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
 
        2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;
 
        3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;
 
        4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

        a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;
 
        b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and
 
        c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

        5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

        a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and
 
        b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

        6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

  /s/ HAROLD L. ZUBER, JR.
 
  Harold L. Zuber, Jr.
  Chief Financial Officer and Executive Vice President

Date: May 13, 2003

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