泰利福醫療 (TFX) 2007 Q4 法說會逐字稿

Good day, Ladies and Gentlemen. And welcome to the fourth quarter and year-end 2007 Teleflex Incorporated earnings Conference Call. My name is Eric. I'll be your coordinator for today. And at this time all participants are in a listen only mode. We'll facilitate the question and answer session towards the end of the conference. (OPERATOR INSTRUCTIONS)

I'd now like to turn your presentation over to your host for todays call, Ms. Julie McDowell, Vice President, Corporate Communications. Please proceed.

Thank you, Eric. Good morning, everyone. I'd like to welcome you to this conference call to discuss Teleflex's's fourth quarter and full year 2007 financial results. The Press Release was distributed last night. The Press Release and a set of slides to accompany our remarks on this call are post on the Teleflex website. Please note that this call will be available on our website and an audio replay will be available by dialing 888-286-8010 or for international calls 617-801-6888, the passcode number is 30859245. Participating on todays call are Jeff Black, Teleflex Chairman and Chief Executive Officer and Kevin Gordon, Teleflex Executive Vice President and Chief Financial Officer. Jeff an Kevin will make brief prepared remarks and then we will open up the call for questions. Before we begin I'd like to remind you that some of the matters discussed on this conference call will contain forward-looking statements including but not limited to statements as noted on our slides. These comments related to revenue growth, expected full year diluted earnings per share from operations before and after giving the effect of special charges, forecasts regarding operational performance, restructuring and other special charges, cash flow from operations, segment performance and operating profit margin percentage growth. We wish to caution you that such statements are in fact forward-looking in nature and are subject to risks and uncertainties. Actual results could differ materially from those in these forward-looking statements. Factors that can cause actual results to differ materially from those in the forward-looking statements we make today, are included in our press release and in our filings with the SEC which can be accessed at www.SEC.gov. I will turn the call now over to Jeff Black.

Thanks, Julie, thanks for joining us. I want to begin with our overall performance in 2007. It was a remarkable year for Teleflex. Our execution was outstanding. We delivered on our strategic objectives and created a strong portfolio which is now defined by our $1.5 billion medical business. We've repositioned the Teleflex portfolio businesses with higher margins and more profitability and consistent long term growth, and we believe we are beginning to deliver on the potential created by these portfolio changes and the acquisition of Arrow International. In the Fourth Quarter alone we completed the Arrow acquisition positioning us as the leader in critical care products, acquired Nordisk Aviation Products to take a leading position in cargo containment and completed the sale of our automotive, industrial and fluid businesses generating gross proceeds of $560 million and an after-tax gain of $108 million. With the number of transactions we completed and all of the moving pieces, I want to focus on our bottom line results. Continuing operations delivered a very good performance for the year. Revenues were up 14%. Cash flow from operations was $283 million up 43% over the prior year. Operating margins before special charges for the year were 13.7% up 130 basis points compared to 2006.

Slide 6 shows the consistency of our EPS growth from continuing operations excluding special charges. Excluding special items, are diluted EPS from continuing operations was up 21% in 2007 to $3.24 per share from $2.67 per share in 2006 which on a comparable basis with 2005 was up 16%. We are reaffirming our 2008 full year guidance of diluted EPS from continuing operations excluding special items of $3.70 to $3.90 per share. We expect our comparable EPS for full year 2008, to show growth of more than 14% over full year 2007. The earnings potential of our businesses continue to improve as a result of the strategic steps that we have implemented. Just to give you a sense of our execution ability, this slide illustrates the major initiatives we moved forward on in just the fourth quarter. We completed the aforementioned acquisitions and divestiture. We utilized proceeds from the divestiture to pay approximately $530 million indebt in December of 2007. We also successfully completed the implementation of a new ERP system en medical, stayed ahead of our pace on our integration efforts at Arrow and completed certain restructuring activities in the aerospace and power systems businesses.

Let me go to the fourth quarter now. Overall, the fourth quarter was highlighted by a significant change in the portfolio and continued improvement in our financial metrics. Revenues were up 30% primarily on acquisitions and currency. Core revenue growth did not meet expectations which will be addressed by Kevin in just a few moments. Operating margins before special charges were 14.4% for the quarter, up 100 basis points compared with the prior year. In the first quarter, after the acquisition, Arrow had a strong performance with 6% revenue growth compared to the same time last year. We were pleased to see medical segment operating margin at over 19% which exceeded our plans for the quarter. This is an indication of the progress we are making on achieving the synergies of the Arrow integration, so far the team has done a solid job. In aerospace, segment operating margins returned to the 12% range with increased sales volume in both cargo system and spare sales, as well as an additional benefit from the facility consolidation in our repairs business. As expected, commercial segment operating margins declined as a strong operating margin improvement in Marine was more than offset by a loss in the power systems business. All told, solid results from continuing operations for the quarter, we also dealt with transaction related charges, restructuring costs, and asset impairment charges which impacted the quarter, again Kevin will detail these in his presentation.

The next slide summarizes the business dynamics that we saw this quarter. In medical, sales in our Asia, Canada and Latin America business increased double digits and we had good growth for disposable products in other international Markets as well. We expect these markets will continue to be strong growth markets for us in 2008. North American surgical product sales were up in the quarter , but disposable medical product sales reflected a negative comp compared to the fourth quarter '06, when we had an additional week to the 53 week year in 2006. We also continued to see some weakness in sales to alternative sites in North America and for orthopedic devices sold to medical device manufacturers. In aerospace, cargo systems sales increased double digits with deliveries, of new wide and narrow body systems. Revenues for engine repairs declined as we phased out lower margin businesses following the consolidation of operations. In commercial, Marine after market and international sales were up, despite continued softness in the overall Marine market. As expected, the downturn in the North American truck markets hit our sales of axillary power units.

To summarize, 2007 was a year of dramatic change, but we executed well and delivered solid results from continuing operations. We ended the year and entered 2008 with a stronger portfolio positioned to deliver improved performance in the years ahead. With that I'll turn it over to Kevin to discuss the financial

Thanks, Jeff. Good morning, everybody. Let's start on Slide 11 with a summary of the fourth quarter results. Please note that all discussions are related to continuing operations excluding special charges unless specifically noted otherwise. For the quarter, revenues were up 30% to $583.1 million from $448.8 million in the comparable 2006 quarter, largely due to acquisitions. Gross profit increased 450 basis points to 39.5%. We are witnessing the positive impact of the changes in our portfolio with only one quarter of contributions from Arrow in the medical segment. We would expect this to improve over time. Operating expenses increased to 25.2% of revenues in the fourth quarter of 2007 compared to 21.6% in 2006, principally as a result of the Arrow and Nordisk acquisitions. We expect operating expenses as a percentage of revenues to trend down over the course of 2008 as the benefit from synergies increase. Operating income before special charges was $83.8 million in 2007, up 39% from $60.2 million in 2006. Operating margins increased 100 basis points compared to last years fourth quarter reflecting the contribution of our expanding medical business and improved margins in aerospace. As expected, special charges had a dramatic impact on the quarter.

Slide 12 provides a summary of results from continuing operations, including the detailed special charges in the quarter. Fourth quarter 2007 included a number of transaction related charges related to the Arrow acquisition. Most significantly, we recorded an in process Research and Development charge of $30 million and a charge related to the fair market value adjustment to inventory of $18.6 million, net of tax. We expect to incur an additional special charge of approximately $7 million pre-tax in the first quarter of 2008 related to the fair market value inventory adjustment. We also recorded an adjustment of $3.4 million net of tax for deferred financing fees as a result of the early payment of long term debt from the proceeds of the sale of the automotive industrial businesses in December. Restructuring and impairment costs in the quarter totaled $5.9 million net of tax and included intangible asset impairment in the power systems business and impairments of other minority investments, costs related to the Arrow acquisition, and costs from the 2006 restructuring plan that is nearly complete. And as we discussed in January, in the required annual goodwill impairment testing, we identified an impairment in the power systems business that resulted in the charge of approximately $16.5 million. While these businesses enjoyed a healthy market early in 2007, market shifts particularly for the North American truck market have adversely impacted our valuations. Excluding these charges, income from continuing operations was $28.1 million or $0.71 per diluted share compared to $0.84 per diluted share in 2006.

Turning to the full year performance, revenues for the full year of 2007 were $1.9 billion, up 14% over 2006 revenues of $1.7 billion. Gross profit for the year increased by 210 basis points to 36.7% as we benefited from the portfolio changes in one quarter of Arrow contributions. Operating income before special charges, was $265 million in 2007, up 26% from $210.2 million in 2006. Operating margins of 13.7% represented an increase of 130 basis points compared to last year, again reflecting the positive contributions from medical and improvements in aerospace. In addition to the special charge that impacted the fourth quarter, note that in the third quarter with we had a principally non-cash tax charge of $90 million related to our repatriation of cash from our operations overseas, to fund the Arrow acquisition and to provide for future repatriation of foreign cash. Restructuring costs and impairment charges for the full year were approximately $28 million net of tax, as a result of facility consolidation in aerospace, the Arrow acquisition and the goodwill and intangible asset impairment charges described earlier. Excluding special charges, income from continuing operations was $128.5 million or $3.24 per diluted share. This is a 21% increase over the $2.67 per diluted share we recorded for full year 2006 income from continuing operations, excluding special charges.

Slide 15 illustrates our outstanding cash flow from continuing operations. For the full year, we recorded $283 million of operating cash flow from continuing operations. An increase of 43% over 2006 and $189 million in free cash flow, an increase of 67% over 2006. Capital Expenditures in 2007 were $45 million and dividends represented $49 million. Strong cash generation capability of our businesses allows us to effectively fund the debt repayment requirements associated with the Arrow acquisition while continuing to invest in growth opportunities. Looking ahead to 2008, we expect continued strong cash flow, however operating cash flow in 2008 will be impacted by integration and restructuring costs of over $40 million and tax payments related to the gain on sale of the businesses divested here year end and to cash repatriation from foreign sources. That said, we are comfortable with our guidance for 2008 cash flow.

Appropriate management of our capital structure is and has been a high priority for us. We have proven our ability over the years to increase borrowings to fund growth and subsequently reduce the debt levels in a reasonable time frame. Prior to the Arrow acquisition in October 2007, net debt was approximately $40 million. It increased to over $2.1 billion upon financing of the acquisition and by year-end 2007, net debt was reduced over $ 600 million to approximately $1.5 billion. We had strong operating cash flow in the fourth quarter of 2007 and utilized proceeds from our divestiture to repay approximately $530 million in debt in the quarter. We ended the year with net debt-to-capital of 52.7%. As we discussed on our outlook call in January, we expect to make significant income tax payments in the first and second quarters of 2008, related to the gain on sale recognized in December 2007, and we'll utilize the revolving line of credit that we have available as necessary.

Let's now look at fourth quarter results for the operating segments. Medical segment revenues increased 57% from $230.1 million in 2006 to $360.2 million in 2007. Poor revenues declined 9% in the quarter and 1% for the full year. Obviously, acquisitions were the big factor in the growth coupled with the effect of the integration activities in the Fourth Quarter. In addition, the 2007 fourth quarter and year included one less week than the 53 week year in 2006. We successfully launched the new IT system in October with minimal disruption. Naturally, we experienced efficiency challenges as personnel were trained on the fully functioning system, however, we are pleased with the outcome and are appreciative of the dedicated employees who made it happen. It's clear that in advance of the launch, some distributors built inventory negatively impacting the revenues in the fourth quarter. In the fourth quarter, Arrow sales grew 6% over the prior comparable period and contributed roughly $134 million to revenues. We also continue to see nice revenue growth in our international markets. Double digit growth for our Asia, Canada, Latin America business and steady sales of disposable medical products in Europe. In North America, surgical product sales were strong while we saw declines during the year from product lines that we have been phasing out and from products sold to alternate sites such as home health or long term care facilities. Operating profit for the segment excluding acquisition related charges was $69.3 million compared to $49.9 million in last years fourth quarter. Adjusted segment operating margins were 19.2%, a strong result in the first quarter after the Arrow acquisition. This bodes very well for our ability to achieve 20% plus operating margins for medical during 2008. For the full year, medical segment revenues were up 21% from $858.7 million to over $1 billion, and adjusted segment operating profit was up approximately 30% from $161.7 million to $211.6 million. Adjusted medical segment operating margins exceeded 20% for the full year compared with 18.8% in 2006. Evidence again of our ability to execute effectively in our medical operations. As we said in our 2008 outlook call, we see the combined medical segment at mid single digit core growth in 2008. We expect revenue growth to be driven by continued penetration of our critical care product lines. We are releasing or have recently introduced new products where that enhance our core venus access and respiratory product lines and we expect continued growth in our international businesses. We are particularly excited about the growth potential in Asia and other emerging markets and some of the European markets where combining the Arrow and Teleflex product line creates cross-selling opportunities. We also expect our business serving medical device manufacturers, to rebound slightly in 2008 with greater penetrations from our SMD business acquired in April 2007 and with new products in our specialty areas. In aerospace, revenues increased 9% in the quarter from $110.4 million to $120.4 million, principally as a result of the $11 million contribution from the Nordisk acquisition completed in November of 2007. Core growth was flat as a decline in engine repair services revenue was offset by an increase in the cargo systems businesses. The engine repair services revenue declined in the quarter resulted from the impact of product lines that the were phased out with plant consolidations and with a customer (insourcing) certain products which started in 2006. Cargo systems revenues continued their momentum in the quarter with a double digit increase on deliveries, of new wide body and narrow body systems. After market spares, an increasing percentage of total revenues, were up again in the quarter. Operating profit was $14.8 million, up 12% over prior year compared to $13.3 million in last years fourth quarter. Segment operating margins exceeded 12% in the quarter as we benefited from consolidation and productivity improvements in the engine repairs business and increased sales volume in the cargo systems business. For the full year, revenues were up 11% from $405.4 million to $451.8 million and operating profit increased 17% from $40.2 million to $47 million dollars on the increase in volume and solid execution of restructuring and productivity programs.

During the Fourth Quarter of 2007 and early this year, we were selected as the preferred provider or SFE for the Boeing 747-8 with delivery scheduled to begin at the end of '08 and for the Airbus A-350 sked used for production in 2011. These new platforms and the addition of systems for the Airbus A-330 and A-340 create great opportunities for us in the future. As we said on the outlook call last month, 2008 will be a transition year in aerospace as we invest in systems and technology development in preparation for this urgent demand in 2009 and beyond created by our position on new aircraft platforms and increased demand for repairs on new engine types.

Moving to commercial, obviously the big news in commercial was the divestiture of our automotive and industrial businesses at the end of the year. The results you see here reflect continuing operations with automotive and industrial businesses reflected as discontinued operations for the full year and for comparison in 2006. Continuing operations in the commercial segment reflects our Marine, power systems and rigging services business. Commercial segment revenues declined 5% in the quarter from $108.3 million to $102.5 million. Marine, our largest business in this segment, delivered solid performance in a weak market with sales up in the after market and international markets. Core growth declined primarily because of the dramatic decrease in demand for axillary power units in a weak North American truck market, when compared to the record revenue and profitability in the fourth quarter of 2006. To a lesser extent we also had a tough comparison in rigging services, which had a strong year last year with rebuilding of oil and gas rigs in the Gulf region, resulting from the devastating impact of Hurricane Katrina. We saw a similar dynamic in our operating profit. The marine business had strong operating profit improvement from volume, cost controls, and productivity programs. Power systems in contrast posted a loss in the quarter. Overall, commercial segment operating profit declined from $8.3 million to $5 million for the quarter, and operating margins slid from 7.7% in 2006 to 4.9% in 2007. For the full year commercial segment revenues were $441.2 million, up 3% compared to $426.8 million in 2006. Full year operating profits declined 25% from $30.5 million to $23 million. The warranty charge of over $4 million in the power systems business in the third quarter negatively impacted the operating profit for the year. In 2008 we expect to see growth in margin improvement from our Marine and rigging services businesses offset by a decline in demand for our power systems product for the North American truck market.

As we said, we expect our repositioned portfolio to deliver strong results in 2008. Revenues are expected to exceed $2.4 billion in 2008, an increase of more than 24% and we expect to achieve overall segment operating margins in the mid teens for the year, a significant improvement over the margins prior to the changes in the portfolio. We see overall revenue and operating profit growth accelerating as the year progress, resulting in a stronger second half. The forecasted growth comes largely from volume increases, synergies, net of costs related to integration activities and continued productivity improvements. The year begins with a heavy emphasis on integration activities and investments to insure we maximize the synergies from the two latest acquisitions. Clearly, spending will be higher earlier in the year with significant synergy benefits increasing as the year progresses to achieve the forecasted annual pre-tax synergies of $33 to $37 million from the Arrow acquisition. And our cash flow story will continue to be compelling as we expect to generate over $250 million in cash flow from operations in 2008 , excluding the significant tax payments mentioned earlier. The strong cash flow will result from the operating profit improvements particularly in medical as the segment returns to operating margins over 20% during the year as well as from improvement in working capital management for the Arrow product lines.

We have reassure firmed our full year 2008 guidance as provided in January. Before special charges we are forecasting an EPS range of $3.70 to $3.90 per diluted share for 2008. An increase of 14% to 20% over the $3.24 per share in 2007. Special charges, which principally relate to charges from the Arrow integration and fair market value adjustments to inventory, are currently forecasted at $0.60 to $0.67 per share. Earnings per share from continuing operations including the special charges is expected to be in the range of $3.03 to $3.30 per diluted share in 2008. With that, let me turn it back to Jeff for closing

Thanks, Kevin, for providing some clarity to some of our numbers. As I said earlier, 2007 was really a remarkable year here at Teleflex. We executed well through dramatic change in the portfolio and today, we are positioned to provide more consistent performance and sustainable growth for the longer term. It was a transformational year with many accomplishments related to our strategic objectives, but quite frankly, we're looking ahead. We're investing in opportunities for growth particularly in the medical and in the aerospace where our new platform wins and expanding install base for cargo systems will provide significant growth opportunities for many years to come. We appreciate the hard work and the committment of our employees during this year of significant change. As we begin 2008, we have the hard work of integration ahead of us but we're pleased with the progress we have made to date and we look forward to fulfilling the potential created by the Arrow transaction and the significant improvements we've made across our portfolio. With that, I'll turn it back over to Julie.

Operator, we're ready to take questions now.

(OPERATOR INSTRUCTIONS) Your first question comes from the line of Deane Dray with Goldman Sachs. Please proceed.

Thank you, good morning, everyone.

Good morning, Deane.

Good morning, Deane.

The margins in medical being close to 20% tells you that from an operations standpoint, things are going fine and that's now your most important segment, I recognize that. But, if we could get some further color on the factors of the 9% core revenue decline in the quarter, I know there's the extra week, that's a factor. So, take us through that, what you think it might be, talk about pricing and anything geographic that might be a factor as well.

Yes, Deane, I think as I tried to outline in the comments there's a few things. Obviously the week played into it and you may recall, I think on the fourth quarter call last year, we talked about the impact of that extra week to last years revenues and I think it was characterized at that time in the $5 to $6 million range that impacted '06. So, I think you could probably use a pretty similar number to that for this year. Another component as we said is we did launch the SAP system and there certainly has been some evidence that some orders from distributors may have been pulled into the third quarter in advance of that launch which had -- obviously a negative impact on the fourth quarter. So, we saw some of that and as you look at the ramp, kind of over the quarter, October was a bit of a weaker month because of that phenomenon that I just mentioned, so I think things actually were better as the quarter progressed, and we were obviously working through SAP, as we've said a number of times, we feel extremely good about our success in the implementation of that but there is learning curve training and so fourth that had a few things. And from a geography standpoint as we said, Asia, Canada, Latin America, those Markets grew double digits, so we feel pretty good about that. Europe continues to be strong. I think we outlined it pretty well in our comments that some of the weakness was in the OEM medical device business and a couple of areas where we phased out some product lines, so we had everyone focused and working hard and with a couple of things with integration and SAP and so fourth, but we feel pretty good about where we are heading into 08.

Kevin that's very helpful. Just if you could put numbers on a couple of those things. First of all to do an SAP integration in the middle of all of this integration of Arrow is heroic. Can you put some numbers on what that incremental spend was in the quarter, and that -- with -- all got flowed through operating results, correct?

Yeah, I can tell you what we invested in the SAP just from a pure dollar cost, maybe not the from a revenue basis but we invested $3 million that went through the P & L on SAP in the quarter and that was about $1 million incremental to last years fourth quarter.

Okay and what -- and any sense of the discontinued product line? I trust these were lower margin products but what on a top line impact might that have been?

It's similar to what we talked about I think in the third quarter. We exited the guide wire business and some other product lines and I think on an annual basis, those were somewhere in the $7 to $8 million range in terms of annual revenues.

Good and was there any increase noticeable on R & D and what is the view on R & D going forward?

Well, we certainly, in the acquisition of Arrow, picked up a very strong R & D group. Arrow has been known for some time about -- of their innovation and I think we've talked a lot about it in terms of our growth historically may have been more from acquisition and product related acquisitions and there's is development. So, we are very much focused on developing the pipeline. We recently launched a new product, a pressure injectable pick product that we are seeing good traction on in the market, and we will certainly be taking a harder look and a more proactive approach to the R & D efforts even within the core Teleflex medical business.

And on a percent of revenue basis, is that going to be up ticking from previous trends?

That is certainly the intent. Arrow spent a higher percentage of their revenues in R & D typically than we have in the past and I think you're going to see that to a blended rate over the segment, but as we proceed and take some of those dollars that maybe we were investing in compliance and SAP and putting those into R & D.

And, Kevin, I may have missed it, was there any change in pricing during the course of the quarter of note?

Not of note, Deane. There are certain product lines maybe in the European market that maybe have a little bit more pressure but nothing of note, typically we see in the market that you're holding your own on price and where you get more price is when you add feature and function to your product.

And that US Alternate businesses Home healthcare and the Orthopedics, those have both been previous issues for you as I recall.

Yes, they have.

Okay, and then last question, you reaffirmed the synergies number for the integration and I don't recall, did you ever give a split between what was cost and revenue synergies or can you just give us a sense of what that split might be?

Yes. I mean, on the overall three year plan with respect to Arrow , it's about 80% cost synergies and 20% revenue synergies. The '08 number is more highly slanted toward cost synergies, more of the revenue synergies will come a bit later in the

That's very helpful, considering all of the moving parts you've got going on right now, to reaffirm guidance, reaffirm cash flow, I think is very admirable, thanks.

Thank you, Deane.

Your next question comes from the line of Jim Lucas with Janney. Please proceed.

All right, thanks, good morning, all.

Good morning, Jim.

Good morning, Jim.

And Kevin, I too would like to thank you for the clarity provided on some of those numbers.

Thanks.

A couple -- if we could start on aerospace, I know you're now a healthcare company, but let's talk about some of these older businesses first. With regards to the engine repair, can you just bring us in terms of the continuum where we are in terms of the insourcing issue and how much longer you envision that being a head wind?

I think we're virtually at the end of that, Jim. What was happening I think has gotten to the end and in some cases things that were going to be insourced, I think we had potentially better capabilities and retained some of it , so I think the headwind with that particular customer is behind

Okay, and in terms of any other particular headwinds that the you're seeing from a customer perspective or any other trends on that repair side? Is there anything else?

The important thing there, Jim, is to note that there is a transition going on in engine types and technology, and that's why we've indicated that '08 is a bit of a transition year, because we're going to be investing in technology to insure that we're going to be the supplier of choice when it becomes to repairing these new engine types. So there will be a bit of not only technology investment but potentially facility expansion investment.

Okay, fair enough, and two housekeeping questions on the cargo side, where does the mix stand currently of OE versus after market?

Well, sometimes it's hard to characterize cargo as what's really OE, and what's after market. With have historically been buyer furnished equipment so for the most case we are selling through an airline, and the systems will be certainly installed on the aircraft at the OEM but the after market has been principally our customer, and certainly on a spare side it's all after market. As we start going SFE on a couple of these major platforms, that shift to OEM will become a higher component but offset by the increasing spare sales with the install base growth.

And let me just ask the question maybe a little bit differently, and because what I was really trying to get to is from a spares perspective, given that the last several years you've had very good growth on installation of these new systems. Where are we in terms of the moving from the warranty phase to more of the spares, so maybe systems versus spares as opposed to OE versus after market?

Yes, the spares sales are really increasing as a percentage of sales, as I said in my remarks. But, on the spares side, our recent work, we have about 330 installed systems right now that many of which are beyond the warranty period, so we are entering into certainly a much stronger phase of providing the spares, so we're seeing each quarter this year, we saw a slight increase quarter-over-quarter of spare sales, and we expect that's going to continue.

Okay, and one more house keeping before asking a strategic question. With the new medical portfolio, you talk about the growth and some of the more emerging Markets, if you will. Could you give us the break down of medical today of North America, Europe, Asia, and any other granularity in terms of Canada or Latin America?

We haven't actually gotten out to that granularity I think in terms of the business. I would probably say that if you wanted to look at it, North America and -- with the acquisition of Arrow as you mentioned, as we've mentioned before, is Arrow was about 60% and North America in 40% outside rest of world. If you looked at the Teleflex medical business I think we've told you effectively, we are about 50/50, so if you look at the combined portfolio, we're still pretty much in that range of 50% North America and 50% outside the U.S.

And of that outside the U.S, what the would Europe versus Asia be?

Well, I know that a lot of companies these days are talking about the brick countries.

Right.

And what the they might be, and the brick countries represent slightly less than 10% of our sales overall, and slightly over 10% of our medical sales.

Okay. All right, that's helpful. And then on the medical side, looking at the potential, I mean you've gone through clearly a lot of heavy lifting this year not only in the other aspects of the portfolio with the auto divestiture but even exiting some of these product lines, but two of the reoccurring themes that keep coming up are the OEM business and these alternative care sales on a disposable side. In terms of product line divestiture, how much more pruning needs to be done, number one and number two, could you help those of us on the outside understand what it's going to take to start seeing that 4% to 6% organic growth that you've talked about the medical business being able to deliver over time?

Sure, Jim. Let me touch on a few of these and I'll throw it to Kevin for the tough aspects. On the OEM side, I mean, we have seen this with again not just our medical business but obviously the seasonality and there's no question that the OEM's, as you get towards the back half of the year are really managing their inventory so I would say we still say that we feel really good about that business. I think for us, we've invested but I think it still provides a nice return for our shareholders and it still coincides with some of the value we bring to the OEM's and we still see that there will be further consolidation efforts in that segment of the market. So, I think the OEM -- I think to be quite blunt with you, on the ortho side, I think the ortho business had kind of slowed down and now that it's come back, it's become pretty clear to us that we've lost some business there and we have a challenge to obviously get it back but I think we still see the OEM as a key part of our overall medical strategy and we run it dramatically different than we do our branded products obviously. Off site, I mean I think this has been -- been kind of an issue that's been going on, I think Deane mentioned it and the urology issue we had and I want to say it was last year, maybe the year before, just a continuum. So, I think as we've tried to spend more time in the critical care and in the hospital setting, I don't necessarily think that's a negative reflection on our approach to off site but I think the business has changed slightly as well.

Okay. And then in terms of the -- when does that the organic growth begin to materialize since that seems, that seems to be a number that investors are going to be focusing on more intently as the portfolios capability of delivering that mid single digit type organic growth.

I think as we said, particularly with Arrow, we saw Arrow deliver 6% comparable quarter growth in the fourth quarter, certainly we took you through some of the puts and takes to our fourth quarter, but we continue to look at the new products. We launched the pressure injectable tick, we launched Neptune, we launched the CVC product so there are things that coming out of the R & D that are new product related, and we're also obviously looking at the cross-selling opportunities and some of the opportunities that will result from the combination with Arrow. We're certainly going through a period of integration and as we all know that's going to go on for the better part of at least the first six to nine months of this year which will take a little emphasis, but as we look at the product portfolio, I think if we -- Jeff alluded to a couple of specific things that are having a drain on the product portfolio but for the most part our core products continue to perform well.

I think, Jim, just to add a little color we're all held down to our national sales meeting for on medical on Sunday so I get to deliver a wonderful address to that group that I'm sure will inspire them to new heights if that adds any value.

And one final question and I'm sure it will be inspirational, Jeff, with regards to the early stages of the integration, any comments, positive, negative of what you've seen and any update with regards to the FDA issue?

Yeah, let me touch on the FDA one because I don't think we addressed that in our comments. We had responded to the FDA in December. They have since responded back to us. We are aligned in what we're trying to accomplish in the time frame in which to do so. I do not want to diminish that we do have a fair amount of resources geared towards getting to this compliant level, but overall I think we feel pretty good about where we are. I think quite frankly, we've had to really work pretty diligently with our customers on the communication of what the letter means and the intention of it, but I would say at this point, we feel pretty comfortable but as you all know, the FDA really can come in at any time and I think our approach is as long use we're communicating with them, we think we're aligned with trying to get to the Finish Line with them.

Okay. And on the integration and commentary one way or the other of what you've seen early on?

I think we've been pleased as with any integration, I think we found some additional benefits and I think we've missed some areas we thought we would give some additional synergies. So, the first 90 days I would say we're intense and I think the first thing was insuring that our sales force knew that we weren't looking to cut feet on the street because obviously they're the conduit to the customer so I feel pretty good. I think the corporate side has gone very smoothly and I think that's where, if there have been any additional benefits that the we derived, in the quarter that's where they would have come from.

Okay, great. Thank you very much.

Thank you, Jim. Have a good day.

(OPERATOR INSTRUCTIONS) Your next question comes from the line of Brian Delaney with EnTrust. Please proceed.

Good morning, guys. Just a quick housekeeping question. The timing of the integration cost throughout this year, how should we think about those one-time costs just from a quarterly or from a first half, second half perspective?

I think I tried to allude to that a little bit, Brian, is both from an integration cost standpoint and a synergy standpoint, integration costs are going to be a bit higher early in the year, first quarter being the biggest component of that spending and then the synergies, you know in terms of their contribution are going to ramp up over the course of the year. So, as we look over the quarters, I would expect to see improved earnings as we go through the year.

Okay, thank you.

Your next question comes from the line of Dan Rutter with WHV. Please proceed.

Yeah, good morning, everybody.

Good morning, Dan.

Hi, hi. Can you talk a little bit about the APU? Are you, I mean I know that builds are down, I'm kind of curious, do you feel like the penetration rate of vehicles and engines being built is holding in there or is there a decline in the number of APU's that you are putting in relative to the overall production?

Well the APUs themselves this year, there seems to, I think, be an overall drop not only from the build rate but just in terms of the market channel itself. Certainly, with -- hopefully with the way the price of fuel continues to go and as we keep hearing about day-to-day, there's going to be more upside. Also, the legislation is coming in and 2010 is another emission -- important emissions year, so this year, we expect to continue to be relatively weak but we're looking out a year with respect to that business.

Are you talking about the 2010 emission standards for new engines?

Right. So, what we experienced in 2006 and I think we alluded to it in the remarks is that the Fourth Quarter of 2006 for our APU business was a record quarter. It was record sales, record progress in that fourth quarter, so from a comp basis to the fourth quarter obviously it was down, but the market itself has been soft in '07 and starting out this year it looks to -- that trend looks to continue; however, with new emission standards coming in '10 is where we see '09 being a better year than '08.

Sure, okay. I get it. It's not that you're going to necessarily change your dollar content now on those newer engines or anything in 2010 I presume?

No.

Okay. Can you talk a little bit about the magnitude of the intangible write down?

Well, --

And/or what brought that into existence, I guess? I know that the market again is down, but it seems like you probably would have expected some variability and I would have assumed that that would have been kind of baked into your assumptions at the time it was acquired.

Yes, let's just be clear, because the goodwill impairment is on the entire power systems business. So, when you look at that test, you have to look at the entire segment of businesses rather than just per se the truck APU, and you look at the prospects and the forecasts and so fourth for all of those businesses and their totality as well as the full amount of the goodwill so there's actually more than the truck APU business in that portfolio. There's four or five businesses in there that had been acquired over time, so the relative goodwill may look significant in relation to maybe the APU business but it's a smaller portion in terms of the entire power systems business.

Okay, I didn't realize that. That's good. And can you talk at all about that magnitude? Dollars?

Well it's $16.5 million -- was the amount of the write-off.

Okay, great. Thank you much.

You're welcome.

Your next question comes from the line of Michael (Ilhodge) with JP Morgan. Please proceed.

Thank you, gentlemen for taking my question. Was curious to know what your appetite or capacity was for further acquisitions either in the current year or beyond.

Well, I think, Michael, we've been an inquisitive company, I think when you see our net debt down to 52% obviously management can sleep better than when we were both 60%, but we're still out there, obviously we would expect that we will continue to be inquisitive. I wouldn't expect it to be of the size or magnitude of Arrow , but I think we've pretty much committed that we will continue to do what we would at least identify as the standard bolt ons that we've done at Teleflex which can range from $50 to $10 million going

And you presumably, the bank facility that you have currently that helped finance the Arrow acquisition have covenants embedded in them. You've got pretty comfortable head room against those covenants?

Yes, we do.

And do you have a target sort of debt level whether it's against your total capital or your EBITDA for where you'd like to get the Company to over the next couple of years?

Sure. Our ultimate goal and I think we even mentioned this as we went out with the Arrow acquisition is we went out at about just over $4.2 times on a debt to EBITDA basis and ultimately, we've got that down the way that covenants are calculated from a bank perspective below 4 at year-end and our goal is to get down in the 2.5 to 3 range.

Okay, and then going forward, where would you indicate that capital intensity of the business should be at? Sort of the CapEx spending.

The Capital Expenditures we expect this year are between $60 and $70 million for the the year, certainly some of that is maybe a little bit higher run rate than historically, but there's an element of CapEx related to our integration programs for Arrow.

Of course, and then that could tic down in years beyond?

Right.

And then last question if I may, how would you describe the evolving corporate culture that you're trying to instill at the Company today?

I would just say that we're glad to see '07 past, with what we went through as a company, I think nothing has really changed from an overall corporate culture. Obviously, the moves we are making are geared towards the longer term and helping shareholders understand and while we've gone from a very diverse business in I'd say five years ago, 165 locations to today we probably have less than 60. I think we're still committed that we're going to grow the business but we will be selective about where we're going to grow it and I would say overall, we still want to be perceived as an engineering company with an entrepreneurial flare. So, I think the one challenge many investors has with Teleflex is because we participate in niche markets, it's always difficult to get comps on those niches, but I would say that that will always be a slant towards Teleflex's avoiding competing with the big guys and playing in smaller niches.

Right. Okay, thank you very much.

Thank you, Michael.

We currently are showing no more questions in queue at this time. I'd like to turn the call over to Ms. Julie McDowell for closing remarks.

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