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TELEFLEX INC - Quarter Report: 2014 June (Form 10-Q)

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

(Mark One)

x

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

For the quarterly period ended June 29, 2014

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 or other jurisdiction of
incorporation or organization)

 

(I.R.S. employer
identification no.)

 

550 E. Swedesford Rd., Suite 400, Wayne, PA

 

19087

(Address of principal executive offices)

 

(Zip Code)

(610) 225-6800

(Registrant’s telephone number, including area code)

(None)

(Former Name, Former Address and Former Fiscal Year,

If Changed Since Last Report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes   x    No  ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 

x

  

Accelerated filer

 

¨

 

 

 

 

Non-accelerated filer

 

¨  (Do not check if a smaller reporting company)

  

Smaller reporting company

 

¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ¨    No  x

The registrant had 41,396,149 shares of common stock, $1.00 par value, outstanding as of July 21, 2014.

 

 

 

 

 


TELEFLEX INCORPORATED

QUARTERLY REPORT ON FORM 10-Q

FOR THE QUARTER ENDED JUNE 29, 2014

TABLE OF CONTENTS

 

 

  

Page

PART I — FINANCIAL INFORMATION

  

 

 

 

 

 

 

Item 1:

 

Financial Statements (Unaudited):

  

2

 

 

Condensed Consolidated Statements of Income for the three and six months ended June 29, 2014 and June 30, 2013

  

2

 

 

Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 29, 2014 and June 30, 2013

  

3

 

 

Condensed Consolidated Balance Sheets as of June 29, 2014 and December 31, 2013

  

4

 

 

Condensed Consolidated Statements of Cash Flows for the six months ended June 29, 2014 and June 30, 2013

  

5

 

 

Condensed Consolidated Statements of Changes in Equity for the six months ended June 29, 2014 and June 30, 2013

  

6

 

 

Notes to Condensed Consolidated Financial Statements

  

7

Item 2:

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

  

36

Item 3:

 

Quantitative and Qualitative Disclosures About Market Risk

  

46

Item 4:

 

Controls and Procedures

  

46

 

 

 

PART II — OTHER INFORMATION

  

 

 

 

 

 

 

Item 1:

 

Legal Proceedings

  

48

Item 1A:

 

Risk Factors

  

48

Item 2:

 

Unregistered Sales of Equity Securities and Use of Proceeds

  

48

Item 3:

 

Defaults Upon Senior Securities

  

48

Item 5:

 

Other Information

  

48

Item 6:

 

Exhibits

  

49

 

 

 

SIGNATURES

  

50

 

 

 

1


PART I FINANCIAL INFORMATION

Item 1. Financial Statements

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

(Dollars and shares in thousands, except per share)

 

Net revenues

$

468,105

 

 

$

420,059

 

 

$

906,651

 

 

$

831,936

 

Cost of goods sold

 

224,017

 

 

 

210,569

 

 

 

441,404

 

 

 

421,926

 

Gross profit

 

244,088

 

 

 

209,490

 

 

 

465,247

 

 

 

410,010

 

Selling, general and administrative expenses

 

146,843

 

 

 

116,253

 

 

 

287,140

 

 

 

243,203

 

Research and development expenses

 

14,870

 

 

 

16,524

 

 

 

28,932

 

 

 

31,531

 

Restructuring and other impairment charges

 

7,623

 

 

 

12,962

 

 

 

15,403

 

 

 

22,121

 

Income from continuing operations before interest and taxes

 

74,752

 

 

 

63,751

 

 

 

133,772

 

 

 

113,155

 

Interest expense

 

16,062

 

 

 

14,425

 

 

 

31,466

 

 

 

28,618

 

Interest income

 

(146

)

 

 

(157

)

 

 

(333

)

 

 

(314

)

Income from continuing operations before taxes

 

58,836

 

 

 

49,483

 

 

 

102,639

 

 

 

84,851

 

Taxes on income from continuing operations

 

10,006

 

 

 

6,082

 

 

 

18,540

 

 

 

13,749

 

Income from continuing operations

 

48,830

 

 

 

43,401

 

 

 

84,099

 

 

 

71,102

 

Operating loss from discontinued operations

 

(1,594

)

 

 

(1,026

)

 

 

(1,619

)

 

 

(1,784

)

Tax benefit on loss from discontinued operations

 

(469

)

 

 

(260

)

 

 

(369

)

 

 

(556

)

Loss from discontinued operations

 

(1,125

)

 

 

(766

)

 

 

(1,250

)

 

 

(1,228

)

Net income

 

47,705

 

 

 

42,635

 

 

 

82,849

 

 

 

69,874

 

Less: Income from continuing operations attributable to

   noncontrolling interest

 

453

 

 

 

194

 

 

 

639

 

 

 

395

 

Net income attributable to common shareholders

$

47,252

 

 

$

42,441

 

 

$

82,210

 

 

$

69,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Earnings per share available to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.17

 

 

$

1.05

 

 

$

2.02

 

 

$

1.72

 

Loss from discontinued operations

 

(0.03

)

 

 

(0.02

)

 

 

(0.03

)

 

 

(0.03

)

Net income

$

1.14

 

 

$

1.03

 

 

$

1.99

 

 

$

1.69

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations

$

1.04

 

 

$

0.99

 

 

$

1.81

 

 

$

1.64

 

Loss from discontinued operations

 

(0.02

)

 

 

(0.01

)

 

 

(0.03

)

 

 

(0.03

)

Net income

$

1.02

 

 

$

0.98

 

 

$

1.78

 

 

$

1.61

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends per share

$

0.34

 

 

$

0.34

 

 

$

0.68

 

 

$

0.68

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

41,380

 

 

 

41,115

 

 

 

41,321

 

 

 

41,064

 

Diluted

 

46,392

 

 

 

43,429

 

 

 

46,071

 

 

 

43,238

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amounts attributable to common shareholders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income from continuing operations, net of tax

$

48,377

 

 

$

43,207

 

 

$

83,460

 

 

$

70,707

 

Loss from discontinued operations, net of tax

 

(1,125

)

 

 

(766

)

 

 

(1,250

)

 

 

(1,228

)

Net income

$

47,252

 

 

$

42,441

 

 

$

82,210

 

 

$

69,479

 

 

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

 

 

 

2


TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

Net income

$

47,705

 

 

$

42,635

 

 

$

82,849

 

 

$

69,874

 

Other comprehensive income (loss), net of tax:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation, net of tax of $(531) and $4,461,  $(3,719) and $(1,353) for the three and six month periods, respectively

 

1,173

 

 

 

(6,100

)

 

 

5,290

 

 

 

(32,805

)

Pension and other postretirement benefit plans adjustment, net of tax of $206, $519, $709 and $1,023 for the three  and six month periods, respectively

 

618

 

 

 

866

 

 

 

1,242

 

 

 

1,956

 

Derivatives qualifying as hedges, net of tax of $40, $(111), $82, and $(7) for the three and six month periods, respectively

 

73

 

 

 

(192

)

 

 

143

 

 

 

(12

)

Other comprehensive income (loss), net of tax:

 

1,864

 

 

 

(5,426

)

 

 

6,675

 

 

 

(30,861

)

Comprehensive income

 

49,569

 

 

 

37,209

 

 

 

89,524

 

 

 

39,013

 

Less: comprehensive income attributable to non-controlling

  interest

 

455

 

 

 

2

 

 

 

707

 

 

 

244

 

Comprehensive income attributable to common shareholders

$

49,114

 

 

$

37,207

 

 

$

88,817

 

 

$

38,769

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

3


TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

 

June 29, 2014

 

 

December 31, 2013

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

Cash and cash equivalents

$

237,382

 

 

$

431,984

 

Accounts receivable, net

 

301,720

 

 

 

295,290

 

Inventories, net

 

356,467

 

 

 

333,621

 

Prepaid expenses and other current assets

 

38,386

 

 

 

39,810

 

Prepaid taxes

 

47,641

 

 

 

36,504

 

Deferred tax assets

 

50,497

 

 

 

52,917

 

Assets held for sale

 

9,161

 

 

 

10,428

 

Total current assets

 

1,041,254

 

 

 

1,200,554

 

Property, plant and equipment, net

 

343,408

 

 

 

325,900

 

Goodwill

 

1,373,356

 

 

 

1,354,203

 

Intangible assets, net

 

1,233,905

 

 

 

1,255,597

 

Investments in affiliates

 

1,465

 

 

 

1,715

 

Deferred tax assets

 

944

 

 

 

943

 

Other assets

 

69,501

 

 

 

70,095

 

Total assets

$

4,063,833

 

 

$

4,209,007

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

Current borrowings

$

362,273

 

 

$

356,287

 

Accounts payable

 

73,533

 

 

 

71,967

 

Accrued expenses

 

80,040

 

 

 

74,868

 

Current portion of contingent consideration

 

2,959

 

 

 

4,131

 

Payroll and benefit-related liabilities

 

66,569

 

 

 

73,090

 

Accrued interest

 

9,991

 

 

 

8,725

 

Income taxes payable

 

21,817

 

 

 

23,821

 

Other current liabilities

 

35,308

 

 

 

22,231

 

Total current liabilities

 

652,490

 

 

 

635,120

 

Long-term borrowings

 

700,000

 

 

 

930,000

 

Deferred tax liabilities

 

517,433

 

 

 

514,715

 

Pension and postretirement benefit liabilities

 

102,194

 

 

 

109,498

 

Noncurrent liability for uncertain tax provisions

 

56,687

 

 

 

55,152

 

Other liabilities

 

50,650

 

 

 

48,506

 

Total liabilities

 

2,079,454

 

 

 

2,292,991

 

Commitments and contingencies

 

 

 

 

 

 

 

Total common shareholders' equity

 

1,982,277

 

 

 

1,913,527

 

Noncontrolling interest

 

2,102

 

 

 

2,489

 

Total equity

 

1,984,379

 

 

 

1,916,016

 

Total liabilities and equity

$

4,063,833

 

 

$

4,209,007

 

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

 

 

 

4


TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

 

 

 

 

 

 

 

 

Cash Flows from Operating Activities of Continuing Operations

 

 

 

 

 

 

 

Net income

$

82,849

 

 

$

69,874

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

 

 

Loss from discontinued operations

 

1,250

 

 

 

1,228

 

Depreciation expense

 

23,997

 

 

 

19,876

 

Amortization expense of intangible assets

 

32,102

 

 

 

24,551

 

Amortization expense of deferred financing costs and debt discount

 

7,716

 

 

 

7,533

 

Changes in contingent consideration

 

(6,617

)

 

 

(7,926

)

Stock-based compensation

 

5,726

 

 

 

5,766

 

Deferred income taxes, net

 

2,811

 

 

 

(3,351

)

Other

 

(2,142

)

 

 

(8,243

)

Changes in operating assets and liabilities, net of effects of acquisitions and

   disposals:

 

 

 

 

 

 

 

Accounts receivable

 

640

 

 

 

(18,084

)

Inventories

 

(16,385

)

 

 

(29,354

)

Prepaid expenses and other current assets

 

2,407

 

 

 

303

 

Accounts payable and accrued expenses

 

(1,731

)

 

 

1,163

 

Income taxes receivable and payable, net

 

(12,462

)

 

 

(7,093

)

Net cash provided by operating activities from continuing operations

 

120,161

 

 

 

56,243

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities of Continuing Operations:

 

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

(30,850

)

 

 

(36,897

)

Proceeds from sale of assets and investments

 

4,139

 

 

 

-

 

Payments for businesses and intangibles acquired, net of cash acquired

 

(28,535

)

 

 

(36,954

)

Investment in affiliates

 

(60

)

 

 

(50

)

Net cash used in investing activities from continuing operations

 

(55,306

)

 

 

(73,901

)

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities of Continuing Operations:

 

 

 

 

 

 

 

Proceeds from long-term borrowings

 

250,000

 

 

 

-

 

     Repayment of long-term borrowings

 

(480,000

)

 

 

-

 

Debt issuance fees

 

(3,275

)

 

 

-

 

Proceeds from share based compensation plans and the related tax impacts

 

2,391

 

 

 

3,892

 

Payments to noncontrolling interest shareholders

 

(1,094

)

 

 

(736

)

Payments for contingent consideration

 

-

 

 

 

(9,487

)

Dividends

 

(28,093

)

 

 

(27,944

)

Net cash used in financing activities from continuing operations

 

(260,071

)

 

 

(34,275

)

 

 

 

 

 

 

 

 

Cash Flows from Discontinued Operations:

 

 

 

 

 

 

 

Net cash used in operating activities

 

(1,531

)

 

 

(1,437

)

Net cash used in discontinued operations

 

(1,531

)

 

 

(1,437

)

 

 

 

 

 

 

 

 

Effect of exchange rate changes on cash and cash equivalents

 

2,145

 

 

 

(2,251

)

Net decrease in cash and cash equivalents

 

(194,602

)

 

 

(55,621

)

Cash and cash equivalents at the beginning of the period

 

431,984

 

 

 

337,039

 

Cash and cash equivalents at the end of the period

$

237,382

 

 

$

281,418

 

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

 

5


TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid In

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

Noncontrolling

 

 

Total

 

 

Shares

 

 

Dollars

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Dollars

 

 

Interest

 

 

Equity

 

 

(Dollars and shares in thousands, except per share)

 

Balance at December 31, 2012

 

43,102

 

 

$

43,102

 

 

$

394,384

 

 

$

1,601,460

 

 

$

(132,048

)

 

 

2,130

 

 

$

(127,948

)

 

$

2,587

 

 

$

1,781,537

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

69,479

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

395

 

 

 

69,874

 

Cash dividends ($0.68 per

   share)

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,944

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(27,944

)

Other comprehensive loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(30,710

)

 

 

 

 

 

 

 

 

 

 

(151

)

 

 

(30,861

)

Distributions to

   noncontrolling interest

   shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(736

)

 

 

(736

)

Shares issued under

   compensation plans

 

97

 

 

 

97

 

 

 

7,007

 

 

 

 

 

 

 

 

 

 

 

(51

)

 

 

2,507

 

 

 

 

 

 

 

9,611

 

Deferred compensation

 

 

 

 

 

 

 

 

 

(9

)

 

 

 

 

 

 

 

 

 

 

(1

)

 

 

55

 

 

 

 

 

 

 

46

 

Balance at June 30, 2013

 

43,199

 

 

$

43,199

 

 

$

401,382

 

 

$

1,642,995

 

 

$

(162,758

)

 

 

2,078

 

 

$

(125,386

)

 

$

2,095

 

 

$

1,801,527

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid In

 

 

Retained

 

 

Comprehensive

 

 

Treasury Stock

 

 

Noncontrolling

 

 

Total

 

 

Shares

 

 

Dollars

 

 

Capital

 

 

Earnings

 

 

Income (Loss)

 

 

Shares

 

 

Dollars

 

 

Interest

 

 

Equity

 

 

(Dollars and shares in thousands, except per share)

 

Balance at December 31, 2013

 

43,243

 

 

$

43,243

 

 

$

409,338

 

 

$

1,696,424

 

 

$

(110,855

)

 

 

2,064

 

 

$

(124,623

)

 

$

2,489

 

 

$

1,916,016

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

82,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

639

 

 

 

82,849

 

Cash dividends ($0.68 per

   share)

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,093

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(28,093

)

Other comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,607

 

 

 

 

 

 

 

 

 

 

 

68

 

 

 

6,675

 

Distributions to

   noncontrolling interest

   shareholders

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,094

)

 

 

(1,094

)

Shares issued under

   compensation plans

 

144

 

 

 

144

 

 

 

5,237

 

 

 

 

 

 

 

 

 

 

 

(70

)

 

 

2,564

 

 

 

 

 

 

 

7,945

 

Deferred compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(2

)

 

 

81

 

 

 

 

 

 

 

81

 

Balance at June 29, 2014

 

43,387

 

 

$

43,387

 

 

$

414,575

 

 

$

1,750,541

 

 

$

(104,248

)

 

 

1,992

 

 

$

(121,978

)

 

$

2,102

 

 

$

1,984,379

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

6


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

Note 1 — Basis of presentation

We prepared the accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated on the same basis as our annual consolidated financial statements.

In the opinion of management, our financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair presentation of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with Rule 10-01 of SEC Regulation S-X, which sets forth the instructions for financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of our financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

In accordance with applicable accounting standards, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in our annual consolidated financial statements. The year-end condensed balance sheet data was derived from audited financial statements, but, as permitted by Rule 10-01 of SEC Regulation S-X, does not include all disclosures required by GAAP for complete financial statements. Accordingly, our quarterly condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Effective January 1, 2014, the Company realigned its operating segments to reflect changes in the Company’s internal financial reporting structure. See Note 14 for additional information on the Company’s changed reporting structure.

The Company’s share based compensation plan permits employees to elect to have shares withheld by the Company to satisfy their minimum statutory tax withholding obligations arising from the exercise or vesting of share based awards.  The Company then remits, in cash, the withholding taxes to the appropriate tax authorities on behalf of the employee.  For the six months ended June 29, 2014, the Company has classified such payments as a cash outflow from financing activities under the caption “Proceeds from share based compensation plans and the related tax impacts” within the condensed consolidated statement of cash flows.  The Company views the activity as, in effect, a repurchase of the employee’s shares.  The Company’s payments were previously reported as a cash outflow from operating activities; therefore, the Company reclassified the cash outflow for the six months ended June 30, 2013 of $2.3 million to conform to the presentation for the six months ended June 29, 2014 within the condensed consolidated statement of cash flows as well as the condensed consolidating statement of cash flows included in Note 15. The Company’s future filings incorporating financial periods prior to 2014 will also reflect this reclassification.

Additionally, the Company made certain revisions to the prior year condensed consolidating statements of cash flows included in the condensed consolidated guarantor financial information included in Note 15 to correct errors identified in the fourth quarter 2013.

As used in this report, the terms “we,” “us,” “our,” “Teleflex” and the “Company” mean Teleflex Incorporated and its subsidiaries, unless the context indicates otherwise. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.

 

Note 2 — New accounting standards

 

In April 2014, the Financial Accounting Standards Board (FASB) issued guidance for the reporting of discontinued operations. Under the new guidance, only those disposals of components of an entity that represent a strategic shift that has or will have a major effect on an entity's operations and financial results will be reported as discontinued operations in an entity's financial statements. In addition, the new guidance requires additional disclosures for discontinued operations designed to provide users of financial statements with more information about the assets, liabilities, revenues and expenses of discontinued operations. The new guidance also requires disclosures regarding disposals of a significant component of an entity that does not qualify for discontinued operations reporting.This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 with early adoption permitted. The

7


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Company does not believe the adoption of this guidance will have a material impact on the Company’s results of operations, cash flows or financial position.

 

In May 2014, the FASB, in a joint effort with the International Accounting Standards Board, issued new accounting guidance to clarify the principles for recognizing revenue.  The new guidance is designed to enhance the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and will affect any entity that enters into contracts with customers or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards.  The new guidance establishes principles for reporting information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity's contracts with customers.  The core principle of the new guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance is effective prospectively for annual periods beginning after December 15, 2016, and interim periods within those years.  Early application is not permitted. The Company is currently evaluating this guidance to determine the impact on the Company’s results of operations, cash flows, and financial position.

From time to time, new accounting pronouncements are issued by the FASB or other standard setting bodies that are adopted by the Company as of the specified effective date or, in some cases where early adoption is permitted, in advance of the specified effective date. The Company has assessed the recently issued standards that are not yet effective and, unless otherwise discussed, believes these standards will not have a material impact on the Company’s results of operations, cash flows or financial position.

 

Note 3 — Acquisitions

On February 3, 2014, the Company acquired Mayo Healthcare Pty Limited, (“Mayo Healthcare”), a distributor of medical devices and supplies primarily in the Australian market. The total fair value of consideration for the Mayo Healthcare acquisition was $28.5 million, which included an initial payment of $29.0 million in cash, partially offset by a $0.5 million favorable working capital adjustment. Transaction expenses associated with the acquisition, which are included in selling, general and administrative expenses on the condensed consolidated statements of income were $0.3 million for the six months ended June 29, 2014. The results of operations of the Mayo Healthcare business are included in the condensed consolidated statements of income from the acquisition date. For the three months ended June 29, 2014, the Company recorded revenue and income from continuing operations before taxes related to the Mayo Healthcare business of $9.4 million and $3.2 million, respectively.  For the six months ended June 29, 2014, the Company recorded revenue and income from continuing operations before taxes related to the Mayo Healthcare business of $13.5 million and $3.8 million, respectively. Pro forma information is not presented as the Mayo Healthcare operations are not significant to the overall operations of the Company.

The following table presents the preliminary fair value determination of the assets acquired and liabilities assumed in the Mayo Healthcare acquisition.

 

 

(Dollars in thousands)

 

Assets

 

 

 

Current assets

$

10,393

 

Property, plant and equipment

 

306

 

Customer lists intangible asset

 

9,335

 

Goodwill

 

15,986

 

Total assets acquired

 

36,020

 

Liabilities

 

 

 

Current liabilities

 

4,685

 

Deferred tax liabilities

 

2,800

 

Liabilities assumed

 

7,485

 

Net assets acquired

$

28,535

 

 

The Company is continuing to evaluate the Mayo Healthcare acquisition. Further adjustments to the fair value determination may be necessary as a result of the Company’s assessment of additional information related to the fair values of assets acquired and liabilities assumed, primarily with respect to deferred tax assets and liabilities and goodwill.

8


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Among the acquired assets, customer lists have a useful life of 10 years. The goodwill resulting from the acquisition primarily reflects the synergies expected to be realized from integration of the acquired business. Goodwill and the step-up in basis of the intangible assets in connection with stock acquisitions such as the Mayo Healthcare acquisition are not deductible for tax purposes.

The Company made the following acquisitions during 2013, all of which were accounted for as business combinations:

·

On December 2, 2013, the Company acquired Vidacare Corporation, (“Vidacare”), a provider of intraosseous, or inside the bone, access devices. This acquisition complements the Company’s vascular access and specialty product portfolios.

·

On June 11, 2013, the Company acquired the assets of Ultimate Medical Pty. Ltd. and its affiliates (“Ultimate”), a supplier of airway management devices and related products. This acquisition complements the Company’s anesthesia product portfolio.

·

On June 6, 2013, the Company acquired Eon Surgical, Ltd. (“Eon”), a developer of a minimally invasive microlaparoscopy surgical platform technology designed to enhance a surgeon’s ability to perform scarless surgery while producing better patient outcomes. This technology complements the Company’s surgical product portfolio.

The total fair value of consideration for the 2013 acquisitions is estimated at $307.0 million. The results of operations of the acquired businesses and assets are included in the consolidated statements of income from their respective acquisition dates. Pro forma information is not presented as the operations of the acquired businesses are not significant to the overall operations of the Company.

 

Note 4 — Restructuring and other impairment charges

 

2014 Manufacturing Footprint Realignment

 

On April 28, 2014, the Board of Directors approved a restructuring plan (the “2014 Manufacturing Footprint Realignment Plan”) involving the consolidation of operations and a related reduction in workforce at certain of the Company’s facilities, and will include the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations. These actions commenced in the second quarter ended June 29, 2014 and are expected to be substantially completed by the end of 2017.

 

The Company estimates that it will incur aggregate pre-tax charges in connection with these restructuring activities of approximately $42 to $53 million, most of which are expected to be incurred prior to the end of 2016. In addition, the Company estimates that $32 million to $40 million of the aggregate pre-tax charges will result in future cash outlays, most of which are expected to be incurred prior to the end of 2016.  

 

The following table provides a summary of the Company’s current cost estimates by major type of cost associated with the 2014 Manufacturing Footprint Realignment Plan:

 

 

Type of cost

Total estimated amount expected to be incurred

 

 

Termination benefits

$12 million to $15 million

Facility closure and other exit costs(1)

$2 million to $5 million

Accelerated depreciation charges

$10 million to $12 million

Other (2)

$18 million to $21 million

 

$42 million to $53 million

 

(1)

Includes costs to transfer product lines among facilities and outplacement and employee relocation costs.

(2)

Consists of other costs directly related to the Plan, including project management, legal and regulatory costs.

9


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

The Company recorded expenses of $9.5 million for the three and six month ended June 29, 2014 related to the 2014 Manufacturing Footprint Realignment Plan. Of this amount, $8.6 million related to termination benefits and was recorded as restructuring expense and $0.9 million related to accelerated depreciation and other costs and was recorded as cost of sales. As of June 29, 2014, the Company has a restructuring reserve of $8.6 million in connection with the 2014 Manufacturing Footprint Realignment Plan all of which relates to termination benefits.

 

As the program progresses, management will reevaluate the estimated costs set forth above, and may revise its estimates and the accounting charges relating to these actions, as appropriate, consistent with generally accepted accounting principles.

 

2014 European Restructuring Plan

On February 27, 2014, the Company committed to a restructuring plan (the “2014 European Restructuring Plan”), which impacts certain administrative functions in Europe and involves the consolidation of operations and a related reduction in workforce at certain of the Company’s European facilities.

The Company estimates that it will record pre-tax charges of approximately $8 million to $9 million in connection with implementing the 2014 European Restructuring Plan. The Company anticipates that substantially all of these charges will involve employee termination benefits that will result in future cash outlays. For the three months ended June 29, 2014 the Company reversed $0.6 million of expense after determining certain termination benefit reserves would not be utilized. For the six months ended June 29, 2014, the Company incurred $8.1 million of charges primarily related to termination benefits. As of June 29, 2014, the Company had a reserve of $5.3 million in connection with this project.  The Company expects to complete this program in 2014.

 

2014 Restructuring Charges

In June 2014, the Company initiated programs to consolidate locations in Australia and terminate certain European distributor agreements in an effort to reduce costs. As a result of these actions, the Company estimates that it will incur an aggregate of $2 million to $3 million in restructuring and other impairment charges over the term of these restructuring programs, of which $1.8 million was incurred through June 29, 2014. These programs include costs related to termination benefits, contract termination costs and other exit costs. As of June 29, 2014, the Company has a reserve of $0.4 million in connection with these programs. The Company expects to complete the programs in 2014.

LMA Restructuring Program

In connection with the acquisition of substantially all of the assets of LMA International N.V. (the “LMA business”) in 2012, the Company formulated a plan related to the integration of the LMA business and the Company’s other businesses. The integration plan focuses on the closure of the LMA business’ corporate functions and the consolidation of manufacturing, sales, marketing, and distribution functions in North America, Europe and Asia.

A reconciliation of the changes in accrued liabilities associated with the LMA restructuring program from December 31, 2013 through June 29, 2014 is set forth in the following table:

 

 

Termination Benefits

 

 

Facility Closure Costs

 

 

Contract Termination Costs

 

 

Other Exit Costs

 

 

Total

 

 

(Dollars in thousands)

 

Balance at December 31, 2013

$

552

 

 

$

427

 

 

$

3,686

 

 

$

16

 

 

$

4,681

 

Subsequent accruals (reversals)

 

(29

)

 

 

(112

)

 

 

(3,231

)

 

 

 

 

 

(3,372

)

Cash payments

 

(494

)

 

 

(317

)

 

 

(70

)

 

 

 

 

 

(881

)

Foreign currency translation

 

 

 

 

2

 

 

 

(1

)

 

 

1

 

 

 

2

 

Balance at June 29, 2014

$

29

 

 

$

-

 

 

$

384

 

 

$

17

 

 

$

430

 

10


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

During the six months ended June 29, 2014, the Company reversed approximately $3.2 million in contract termination costs related to the settlement of a terminated distributor agreement.

The Company does not expect to incur additional costs associated with this program. The Company expects to complete the program in 2015.

2013 Restructuring Charges

In 2013, the Company initiated programs to consolidate manufacturing facilities in North America and warehouse facilities in Europe and terminate certain European distributor agreements in an effort to reduce costs. As a result of these actions, the Company estimates that it will incur an aggregate of up to $11.0 million in restructuring and other impairment charges over the term of these restructuring programs, of which $10.8 million was incurred through June 29, 2014. These programs entail costs related to termination benefits, contract termination costs and charges related to post-closing obligations associated with its acquired businesses. As of June 29, 2014, the Company has a reserve of $1.6 million in connection with these programs. The Company expects to complete the programs in 2015.

2012 Restructuring Charges

In 2012, the Company identified opportunities to improve its supply chain strategy by consolidating its three North American warehouses into one centralized warehouse; and lower costs and improve operating efficiencies through the termination of certain distributor agreements in Europe, the closure of certain North American facilities and workforce reductions. Aside from nominal facility closure costs anticipated in 2014, the Company does not expect to incur additional costs associated with this program. As of June 29, 2014, the Company has a reserve of $0.6 million in connection with these projects. The Company expects to complete this program in 2015.

  Impairment Charges

In the first quarter 2013, the Company recorded a $4.5 million in-process research and development (IPR&D) charge pertaining to a research and development project associated with the acquisition of the assets of Axiom Technology Partners LLP because technological feasibility had not yet been achieved and the Company determined that the subject technology had no future alternative use.

There were no impairment charges recorded for the three and six months ended June 29, 2014 or for the three months ended June 30, 2013.

The restructuring and other impairment charges recognized for the three and six months ended June 29, 2014 and June 30, 2013 consisted of the following:

 

 

Three Months Ended June 29, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Termination Benefits

 

 

Facility

Closure

Costs

 

 

Contract Termination Costs

 

 

Other Exit Costs

 

 

Total

 

2014 Manufacturing footprint realignment

$

8,577

 

 

$

 

 

$

 

 

$

 

 

$

8,577

 

2014 European restructuring plan

 

(566

)

 

 

 

 

 

305

 

 

 

49

 

 

 

(212

)

2014 Restructuring charges

 

476

 

 

 

 

 

 

1,174

 

 

 

131

 

 

 

1,781

 

LMA restructuring program

 

(29

)

 

 

(154

)

 

 

(2,759

)

 

 

 

 

 

(2,942

)

2013 Restructuring charges

 

317

 

 

 

 

 

 

57

 

 

 

22

 

 

 

396

 

2012 Restructuring charges

 

(9

)

 

 

34

 

 

 

 

 

 

 

 

 

25

 

2011 Restructuring plan

 

 

 

 

(2

)

 

 

 

 

 

 

 

 

(2

)

Total restructuring and other impairment charges

$

8,766

 

 

$

(122

)

 

$

(1,223

)

 

$

202

 

 

$

7,623

 

 

 

 

 

 

11


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

Three Months Ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Termination Benefits

 

 

Facility

Closure

Costs

 

 

Contract Termination Costs

 

 

Other Exit Costs

 

 

Total

 

LMA restructuring program

$

802

 

 

$

293

 

 

$

2,839

 

 

$

7

 

 

$

3,941

 

2013 Restructuring charges

 

1,131

 

 

 

 

 

 

3,391

 

 

 

2,828

 

 

 

7,350

 

2012 Restructuring charges

 

1,216

 

 

 

102

 

 

 

293

 

 

 

5

 

 

 

1,616

 

2011 Restructuring plan

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2007 Arrow integration program

 

 

 

 

55

 

 

 

 

 

 

 

 

 

55

 

Total restructuring and other impairment charges

$

3,149

 

 

$

450

 

 

$

6,523

 

 

$

2,840

 

 

$

12,962

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 29, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Termination Benefits

 

 

Facility

Closure

Costs

 

 

Contract Termination Costs

 

 

Other Exit Costs

 

 

Total

 

2014 Manufacturing footprint realignment

$

8,577

 

 

$

 

 

$

 

 

$

 

 

$

8,577

 

2014 European restructuring plan

 

7,752

 

 

 

 

 

 

305

 

 

 

49

 

 

 

8,106

 

2014 Restructuring charges

 

476

 

 

 

 

 

 

1,174

 

 

 

131

 

 

 

1,781

 

LMA restructuring program

 

(29

)

 

 

(112

)

 

 

(3,231

)

 

 

 

 

 

(3,372

)

2013 Restructuring charges

 

485

 

 

 

 

 

 

57

 

 

 

22

 

 

 

564

 

2012 Restructuring charges

 

(619

)

 

 

354

 

 

 

 

 

 

 

 

 

(265

)

2011 Restructuring plan

 

 

 

 

12

 

 

 

 

 

 

 

 

 

12

 

Total restructuring and other impairment charges

$

16,642

 

 

$

254

 

 

$

(1,695

)

 

$

202

 

 

$

15,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands)

Termination Benefits

 

 

Facility

Closure

Costs

 

 

Contract Termination Costs

 

 

Other Exit Costs

 

 

Total

 

LMA restructuring program

$

2,826

 

 

$

374

 

 

$

3,281

 

 

$

115

 

 

$

6,596

 

2013 Restructuring charges

 

1,552

 

 

 

 

 

 

3,391

 

 

 

2,887

 

 

 

7,830

 

2012 Restructuring charges

 

2,666

 

 

 

102

 

 

 

293

 

 

 

5

 

 

 

3,066

 

2007 Arrow integration program

 

 

 

 

135

 

 

 

 

 

 

 

 

 

135

 

 

 

7,044

 

 

 

611

 

 

 

6,965

 

 

 

3,007

 

 

 

17,627

 

Impairment charges

 

 

 

 

 

 

 

 

 

 

4,494

 

 

 

4,494

 

Total restructuring and other impairment charges

$

7,044

 

 

$

611

 

 

$

6,965

 

 

$

7,501

 

 

$

22,121

 

 

 

Termination benefits include employee severance and retention for terminated employees.

Facility closure costs include general operating costs incurred subsequent to production shut-down as well as equipment relocation and other associated costs.

Contract termination costs include costs associated with terminating existing leases and distributor agreements.

Other costs include legal, outplacement and employee relocation costs and other employee-related costs.

12


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Restructuring and other impairment charges by reportable segment for the three and six months ended June 29, 2014 and June 30, 2013 are set forth in the following table:  

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

 

(Dollars in thousands)

 

Restructuring and other impairment charges

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vascular North America

$

5,887

 

 

$

130

 

 

$

5,962

 

 

$

627

 

Anesthesia/Respiratory North America

 

1,151

 

 

 

762

 

 

 

1,178

 

 

 

2,669

 

Surgical North America

 

 

 

 

2,800

 

 

 

 

 

 

7,294

 

EMEA

 

(1,575

)

 

 

7,913

 

 

 

6,315

 

 

 

9,207

 

Asia

 

519

 

 

 

147

 

 

 

597

 

 

 

245

 

OEM

 

 

 

 

588

 

 

 

 

 

 

588

 

All other

 

1,641

 

 

 

622

 

 

 

1,351

 

 

 

1,491

 

Total restructuring and other impairment charges

$

7,623

 

 

$

12,962

 

 

$

15,403

 

 

$

22,121

 

 

Note 5 — Inventories, net

Inventories as of June 29, 2014 and December 31, 2013 consisted of the following:

 

 

June 29,

2014

 

 

December 31,

2013

 

 

(Dollars in thousands)

 

Raw materials

$

74,790

 

 

$

70,209

 

Work-in-process

 

59,412

 

 

 

53,672

 

Finished goods

 

255,244

 

 

 

242,113

 

 

 

389,446

 

 

 

365,994

 

Less: Inventory reserve

 

(32,979

)

 

 

(32,373

)

Inventories, net

$

356,467

 

 

$

333,621

 

 

Note 6 — Goodwill and other intangible assets, net

The following table provides information relating to changes in the carrying amount of goodwill by reportable segment for the six months ended June 29, 2014:

 

 

Vascular

North America

 

 

Anesthesia/

Respiratory

North America

 

 

Surgical

North America

 

 

EMEA

 

 

Asia

 

 

All

Other

 

 

Total

 

 

(Dollars in thousands)

 

Balance as of December 31, 2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

$

474,044

 

 

$

167,195

 

 

$

250,506

 

 

$

373,417

 

 

$

136,946

 

 

$

284,223

 

 

$

1,686,331

 

Accumulated impairment

   losses

 

(219,527

)

 

 

(107,073

)

 

 

 

 

 

 

 

 

 

 

 

(5,528

)

 

 

(332,128

)

 

 

254,517

 

 

 

60,122

 

 

 

250,506

 

 

 

373,417

 

 

 

136,946

 

 

 

278,695

 

 

 

1,354,203

 

Goodwill related to

   acquisitions

 

 

 

 

 

 

 

 

 

 

 

 

 

15,986

 

 

 

 

 

 

15,986

 

Translation adjustment

 

 

 

 

(82

)

 

 

 

 

 

(279

)

 

 

3,636

 

 

 

(108

)

 

 

3,167

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance as of June 29, 2014

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Goodwill

 

474,044

 

 

 

167,113

 

 

 

250,506

 

 

 

373,138

 

 

 

156,568

 

 

 

284,115

 

 

 

1,705,484

 

Accumulated impairment

   losses

 

(219,527

)

 

 

(107,073

)

 

 

 

 

 

 

 

 

 

 

 

(5,528

)

 

 

(332,128

)

 

$

254,517

 

 

$

60,040

 

 

$

250,506

 

 

$

373,138

 

 

$

156,568

 

 

$

278,587

 

 

$

1,373,356

 

 

 

13


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The following table provides information as of June 29, 2014 and December 31, 2013 regarding the gross carrying amount of, and accumulated amortization relating to, intangible assets, net:

 

 

Gross Carrying Amount

 

 

Accumulated Amortization

 

 

June 29,

2014

 

 

December 31,

2013

 

 

June 29,

2014

 

 

December 31,

2013

 

 

(Dollars in thousands)

 

Customer relationships

$

638,315

 

 

$

628,020

 

 

$

(183,363

)

 

$

(168,223

)

In-process research and development

 

68,786

 

 

 

68,786

 

 

 

 

 

 

 

Intellectual property

 

435,811

 

 

 

435,869

 

 

 

(133,795

)

 

 

(118,086

)

Distribution rights

 

16,761

 

 

 

16,797

 

 

 

(14,726

)

 

 

(14,592

)

Trade names

 

408,050

 

 

 

407,879

 

 

 

(2,089

)

 

 

(1,148

)

Noncompete agreements

 

337

 

 

 

337

 

 

 

(182

)

 

 

(42

)

 

$

1,568,060

 

 

$

1,557,688

 

 

$

(334,155

)

 

$

(302,091

)

 

During the first quarter 2013, the Company recorded an IPR&D charge of $4.5 million. See Note 4 for additional information.

In May 2012, the Company acquired Semprus BioSciences, a biomedical research and development company that developed a polymer surface treatment technology intended to reduce thrombus related complications.  The Company experienced unexpected difficulties with respect to the development of the Semprus technology, which the Company is currently attempting to resolve through further research and testing. Failure to resolve these issues may result in a reduction of the expected future cash flows related to the Semprus technology and could result in the recognition of impairment charges with respect to the related assets, which could be material.  As of June 29, 2014, the Company has recorded assets at risk of approximately $41.0 million related to this investment.

 

Amortization expense related to intangible assets was $16.1 million and $12.1 million for the three months ended June 29, 2014 and June 30, 2013, respectively, and $32.1 million and $24.6 million for the six months ended June 29, 2014 and June 30, 2013, respectively.  Estimated annual amortization expense for the remainder of 2014 and the next five succeeding years is as follows (dollars in thousands):

 

2014

  

$

33,000

  

2015

  

 

55,500

  

2016

  

 

54,500

  

2017

  

 

54,000

  

2018

  

 

53,500

  

2019

  

 

51,000

  

 

 

 

 

Note 7 — Borrowings

The components of long-term debt at June 29, 2014 and December 31, 2013 are as follows:

 


14


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

June 29,

2014

 

December 31,

2013

 

 

(Dollars in thousands)

 

Senior Credit Facility:

 

 

 

 

 

 

    Revolving credit facility, at a rate of 2.15% at June 29,

        2014, due 7/16/2018

$

200,000

 

$

680,000

 

3.875% Convertible Senior Subordinated Notes

 

400,000

 

 

400,000

 

6.875% Senior Subordinated Notes due 2019

 

250,000

 

 

250,000

 

5.25% Senior Notes due 2024

 

250,000

 

 

-

 

    Total borrowings

 

1,100,000

 

 

1,330,000

 

Less: Unamortized debt discount on 3.875% Convertible

    Senior Subordinated Notes

 

(42,427

)

 

(48,413

)

 

 

1,057,573

 

 

1,281,587

 

Current portion of borrowings

 

(357,573

)

 

(351,587

)

 

$

700,000

 

$

930,000

 

 

5.25% Senior Notes

 

On May 21, 2014, the Company issued $250.0 million of 5.25% Senior Notes due 2024 (the “2024 Notes”). The Company will pay interest on the 2024 Notes semi-annually on June 15 and December 15, commencing on December 15, 2014, at a rate of 5.25% per year. The 2024 Notes will mature on June 15, 2024, unless earlier redeemed or purchased by the Company at the holder’s option under specified circumstances following a Change of Control or Asset Sale (each as defined in the Indenture related to the 2024 Notes) or upon the Company’s election to exercise its optional redemption rights, as described below. The Company incurred transaction fees of approximately $4.7 million, including underwriters’ discounts and commissions in connection with the offering of the 2024 Notes, which were recorded as a deferred asset and are being amortized over the term of the 2024 Notes. The Company used $245.0 million of the proceeds to repay borrowings under its revolving credit facility.

 

The Company's obligations under the 2024 Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company’s existing and future wholly-owned domestic subsidiaries that is a guarantor or other obligor under the Company’s revolving credit facility and by certain of the Company’s other wholly-owned domestic subsidiaries.

At any time on or after June 15, 2019, the Company may, on one or more occasions, redeem some or all of the 2024 Notes at a redemption price of 102.625% of the principal amount of the 2024 Notes subject to redemption, declining, in annual increments of 0.875%, to 100% of the principal amount on June 15, 2022, plus accrued and unpaid interest.  In addition, at any time prior to June 15, 2019, the Company may, on one or more occasions, redeem some or all of the 2024 Notes at a redemption price equal to 100% of the principal amount of the 2024 Notes redeemed, plus a “make-whole” premium and any accrued and unpaid interest.  The “make-whole” premium is the greater of (a) 1.0% of the principal amount of the 2024 Notes subject to redemption or (b) the excess, if any, over the principal amount of the 2024 Notes of the present value, on the redemption date of the sum of (i) the June 15, 2019 optional redemption price  plus (ii) all required interest payments on the 2024 Notes through June 15, 2019 (other than accrued and unpaid interest to the redemption date), calculated based on a specified Treasury rate, generally for the period most nearly equal to the period from the redemption date to June 15, 2019, plus 50 basis points.

 

In addition, at any time prior to June 15, 2017, the Company may, on one or more occasions, redeem up to 35% of the aggregate principal amount of the 2024 Notes, using the proceeds of specified types of Company equity offerings and subject to specified conditions, at a redemption price equal to 105.25% of the principal amount of the Notes redeemed, plus accrued and unpaid interest.

The 2024 Notes contain covenants that, among other things, limit or restrict the Company’s ability, and the ability of its subsidiaries, to incur debt, create liens, consolidate, merge or dispose of certain assets, make certain investments, engage in acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements.

15


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

Classification of 3.875% Convertible Notes as a Current Liability

The Company’s 3.875% Convertible Senior Subordinated Notes due 2017 (the “Convertible Notes”) are convertible under certain circumstances, including in any fiscal quarter following an immediately preceding fiscal quarter in which the last reported sales price per share of our common stock for at least 20 days during a period of 30 consecutive trading days ending on the last day of such fiscal quarter exceeds 130% of the $61.32 per share conversion price of the Convertible Notes (approximately $79.72). Since the fourth quarter of 2013, the Company’s closing stock price has exceeded the 130% threshold described above and, accordingly, the Convertible Notes have been classified as a current liability as of June 29, 2014 and December 31, 2013. The determination of whether or not the Convertible Notes are convertible under such circumstances is made each quarter until maturity or conversion. Consequently, the Convertible Notes may not be convertible in one or more future quarters if the common stock price-based contingent conversion threshold is not met in such quarters, in which case the Convertible Notes would again be classified as long-term debt unless another conversion event set forth in the Convertible Notes has occurred. The Company has elected a net settlement method to satisfy the conversion obligation, under which it may settle the principal amount of the Convertible Notes in cash and settle the excess of the conversion value of the Convertible Notes over the principal amount of the notes in shares; however, cash will be paid in lieu of fractional shares. While the Company believes it has sufficient liquidity to repay the principal amounts due through a combination of its existing cash on hand and borrowings under its credit facility, the Company’s use of these funds could adversely affect our results of operations and liquidity. The classification of the Convertible Notes as a current liability had no impact on our financial covenants.

 

Fair Value of Long-Term Debt

 

The carrying amount of long-term debt reported in the consolidated balance sheet as of June 29, 2014 is $1,057.6 million. The Company uses quoted market prices to estimate the fair value of its publicly traded debt. To estimate the fair value of debt for which there are no quoted market prices, the Company uses a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality and risk profile. The Company’s implied credit rating is a factor in determining the market interest yield curve. The following table provides the fair value of the Company’s debt as of June 29, 2014, categorized by fair value hierarchy level (see Note 10, “Fair value measurement,” in the Company’s annual report on Form 10-K for the year ended December 31, 2013 for further information):

 

 

Fair value of debt

 

 

(Dollars in thousands)

 

Level 1

$

968,108

 

Level 2

 

457,051

 

Total

$

1,425,159

 

 

 

 

 

 

Note 8 — Financial instruments

The Company uses derivative instruments for risk management purposes. Forward exchange contracts are used to manage foreign currency transaction exposure. These derivative instruments are designated as cash flow hedges and are recorded on the balance sheet at fair market value. The effective portion of the gains or losses on derivatives is reported as a component of other comprehensive income and thereafter is recognized in the condensed consolidated statement of income in the period or periods during which the hedged transaction affects earnings. Gains and losses on the derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in the condensed consolidated statement of earnings in the period in which such gains and losses occur.

The following table presents the location and fair values of derivative instruments designated as hedging instruments in the condensed consolidated balance sheet as of June 29, 2014 and December 31, 2013:

 

 

June 29,

2014

Fair Value

 

 

December 31,

2013

Fair Value

 

16


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

(Dollars in thousands)

 

Asset derivatives:

 

 

 

 

 

 

 

Foreign exchange contracts:

 

 

 

 

 

 

 

Prepaid expenses and other current assets

$

902

 

 

$

 

Total asset derivatives

$

902

 

 

$

 

 

 

 

 

 

 

 

 

Liability derivatives:

 

 

 

 

 

 

 

Foreign exchange contracts:

 

 

 

 

 

 

 

Other current liabilities

$

621

 

 

$

 

Total liability derivatives

$

621

 

 

$

 

 

 

 

 

 

 

 

 

 

The total notional amount for all open foreign exchange contracts as of June 29, 2014 is approximately $42.6 million. As of December 31, 2013, the Company had no open forward rate exchange contracts.

The following table provides information as to the gains and losses attributable to derivatives in cash flow hedging relationships that were reported in other comprehensive income (“OCI”) for the three and six months ended June 29, 2014 and June 30, 2013:

 

 

After Tax Gain/(Loss)

Recognized in OCI

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

(Dollars in thousands)

 

Foreign exchange contracts

$

73

 

 

$

(192

)

 

$

143

 

 

$

(12

)

Total

$

73

 

 

$

(192

)

 

$

143

 

 

$

(12

)

 

See Note 10 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from accumulated other comprehensive income (“AOCI”) to expense (income), net of tax.

There was no ineffectiveness related to the Company’s derivatives used during the three and six months ended June 29, 2014 and June 30, 2013.

Based on exchange rates at June 29, 2014, approximately $0.1 million of unrealized gains, net of tax, within AOCI are expected to be reclassified from AOCI to the condensed consolidated statement of income during the remainder of 2014. However, the actual amount reclassified from AOCI could vary due to future changes in exchange rates.

Concentration of Credit Risk

Concentrations of credit risk with respect to trade accounts receivable is generally limited due to the Company’s large number of customers and their diversity across many geographic areas. A portion of the Company’s trade accounts receivable outside the United States, however, include sales to government-owned or supported healthcare systems in several countries which are subject to payment delays. Payment is dependent upon the financial stability and creditworthiness of those countries’ economies.

In the ordinary course of business, the Company grants non-interest bearing trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all of its customer relationships, (ii) performs ongoing credit evaluations of its customers’ financial condition, (iii) monitors the payment history and aging of its customers’ receivables, and (iv) monitors open orders against an individual customer’s outstanding receivable balance.

17


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

An allowance for doubtful accounts is maintained for accounts receivable based on the Company’s historical collection experience and expected collectability of the accounts receivable, considering the period an account is outstanding, the financial position of the customer and information provided by credit rating services. The adequacy of this allowance is reviewed each reporting period and adjusted as necessary. Our allowance for doubtful accounts was $10.2 million and $10.7 million at June 29, 2014 and December 31, 2013, respectively.

In light of the disruptions in global economic markets in recent years, the Company instituted enhanced measures, within countries where the Company has collectability concerns, to facilitate customer-by-customer risk assessment when estimating the allowance for doubtful accounts. Such measures include, among others, monthly credit control committee meetings, at which customer credit risks are identified after review of, among other things, accounts that exceed specified credit limits, payment delinquencies and other customer issues. In addition, for some of the Company’s non-government customers, the Company instituted measures designed to reduce its risk exposures, including issuing dunning letters, reducing credit limits, requiring that payments accompany orders and instituting legal action with respect to delinquent accounts. With respect to government customers, the Company evaluates receivables for potential collection risks associated with the availability of government funding and reimbursement practices.

Some of the Company’s customers, particularly in Europe, have extended or delayed payments for products and services already provided. Collectability concerns regarding the Company’s accounts receivable from these customers, for the most part in Greece, Italy, Spain and Portugal, resulted in an increase in the allowance for doubtful accounts related to these countries. If the financial condition of these customers or the healthcare systems in these countries deteriorate such that the ability of an increasing number of customers to make payments is uncertain, additional allowances may be required in future periods. The aggregate net current and long-term accounts receivable for Spain, Italy, Greece and Portugal as a percentage of the Company’s net current and long-term accounts receivable at June 29, 2014 and December 31, 2013 are as follows:

 

 

June 29,

2014

 

 

December 31,

2013

 

 

(Dollars in thousands)

 

Current and long-term accounts receivable (net of allowances of $8.9 million and $7.9 million at June 29, 2014 and December 31, 2013, respectively) in Spain, Italy, Greece and Portugal(1)

$

95,653

 

 

$

97,852

 

Percentage of total net current and long-term accounts receivable

 

30.8

%

 

 

31.0

%

 

(1)

The long-term portion of accounts receivable, net at June 29, 2014 and December 31, 2013 was $12.7 million and $17.6 million, respectively.

 

For the six months ended June 29, 2014 and June 30, 2013, net revenues from customers in Spain, Italy, Greece and Portugal were $79.6 million and $73.7 million, respectively.

 

 

18


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Note 9 — Fair value measurement

For a description of the fair value hierarchy, see Note 10 to the Company’s 2013 consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2013.

The following tables provide information regarding the financial assets and liabilities measured at fair value on a recurring basis as of June 29, 2014 and December 31, 2013:

 

 

Total carrying

value at

June 29,

2014

 

 

Quoted prices in

active markets

(Level 1)

 

 

Significant other

observable

Inputs (Level 2)

 

 

Significant

unobservable

Inputs (Level 3)

 

 

(Dollars in thousands)

 

Investments in marketable securities

$

6,535

 

 

$

6,535

 

 

$

 

 

$

 

Derivative assets

 

902

 

 

 

 

 

 

902

 

 

 

 

Derivative liabilities

 

621

 

 

 

 

 

 

621

 

 

 

 

Contingent consideration liabilities

 

13,696

 

 

 

 

 

 

 

 

 

13,696

 

 

 

Total carrying

value at

December 31, 2013

 

 

Quoted prices in

active markets

(Level 1)

 

 

Significant other

observable

Inputs (Level 2)

 

 

Significant

unobservable

Inputs (Level 3)

 

 

(Dollars in thousands)

 

Investments in marketable securities

$

6,150

 

 

$

6,150

 

 

$

 

 

$

 

Contingent consideration liabilities

 

20,313

 

 

 

 

 

 

 

 

 

20,313

 

 

 

There were no transfers of financial assets or liabilities carried at fair value among Level 1, Level 2 or Level 3 within the fair value hierarchy during the six months ended June 29, 2014.

The following table provides information regarding changes in Level 3 financial liabilities related to contingent consideration in connection with various Company acquisitions during the six months ended June 29, 2014:

 

 

Contingent consideration

 

 

2014

 

 

(Dollars in thousands)

 

Balance - December 31, 2013

$

20,313

 

Revaluations

 

(6,617

)

Balance - June 29, 2014

$

13,696

 

 

For the three and six months ended June 29, 2014, the Company recorded net reductions to contingent consideration liabilities of $4.4 million and $6.7 million, respectively, and for the three and six months ended June 30, 2013, the Company recorded reductions to contingent consideration liabilities of $6.6 million and $8.1 million, respectively.   These reductions were the result of changes in probabilities associated with certain regulatory and sales milestones.

Valuation Techniques

The Company’s financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to pay benefits under certain deferred compensation plans and other compensatory arrangements. The investment assets of the trust are valued using quoted market prices.

The Company’s financial assets and financial liabilities valued based upon Level 2 inputs are comprised of foreign currency forward exchange contracts. The Company uses forward rate exchange contracts to manage currency transaction exposure. The fair value of the foreign currency forward exchange contracts represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices. The Company has taken into account the creditworthiness of the counterparties in measuring fair value.

19


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The Company’s financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to the Company’s acquisitions. The Company accounts for contingent consideration in accordance with applicable accounting guidance related to business combinations. In connection with several of its acquisitions, the Company agreed to pay contingent consideration upon the achievement of specified objectives, including receipt of regulatory approvals, achievement of sales targets and, in some instances, the passage of time (collectively, “milestone payments”), and therefore recorded contingent consideration liabilities at the time of the acquisitions. The Company is required to reevaluate the fair value of contingent consideration each reporting period based on new developments and record changes in fair value until such consideration is satisfied through payment upon the achievement of the specified objectives or is no longer payable due to failure to achieve the specified objectives.

It is estimated that milestone payments will occur in 2015 and may extend until 2018 or later. As of June 29, 2014, the range of undiscounted amounts the Company could be required to pay for contingent consideration arrangements is between zero and $56.5 million. The Company determines the fair value of the liabilities for the contingent consideration based on a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with future milestone payments is based on several factors including:

estimated cash flows projected from the success of market launches;

the estimated time and resources needed to complete the development of acquired technologies;

the uncertainty of obtaining regulatory approvals within the required time periods; and

the risk adjusted discount rate for fair value measurement.

The following table provides information regarding the valuation techniques and inputs used in determining the fair value of assets or liabilities categorized as Level 3 measurements as of June 29, 2014:

 

 

  

Valuation Technique

 

Unobservable Input

 

Range (Weighted Average)

 

Contingent consideration

 

Discounted cash flow

 

Discount rate

 

1.6%—10% (8.6%)

 

 

 

 

 

Probability of payment

 

0%—100% (32.0%)

 

As of June 29, 2014, of the $13.7 million of total recorded liabilities for contingent consideration, the Company has recorded approximately $3.0 million in Current portion of contingent consideration and the remaining $10.7 million in Other liabilities.

 

Note 10 — Changes in shareholders’ equity

In 2007, the Company’s Board of Directors authorized the repurchase of up to $300 million of outstanding Company common stock. Repurchases of Company stock under the Board authorization may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and the Company’s ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generated from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under the Company’s senior credit agreements, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Company’s consolidated leverage ratio (generally, the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, as defined in the senior credit agreements) exceeds certain levels, which may limit the Company’s ability to repurchase shares under this Board authorization. Through June 29, 2014, no shares have been purchased under this Board authorization.

20


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The following table provides a reconciliation of basic to diluted weighted average shares outstanding:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Shares in thousands)

 

Basic

 

41,380

 

 

 

41,115

 

 

 

41,321

 

 

 

41,064

 

Dilutive effect of share based awards

 

413

 

 

 

374

 

 

 

442

 

 

 

384

 

Dilutive effect of 3.875% Convertible Notes and warrants

 

4,599

 

 

 

1,940

 

 

 

4,308

 

 

 

1,790

 

Diluted

 

46,392

 

 

 

43,429

 

 

 

46,071

 

 

 

43,238

 

 

Weighted average shares that were antidilutive and therefore not included in the calculation of earnings per share were approximately 6.4 million and 6.5 million for the three and six months ended June 29, 2014 respectively, and approximately 7.9 million for both the three and six month periods ended June 30, 2013, respectively.

The Convertible Notes are included in the diluted net income per share calculation only during periods in which the average market price of our common stock was above the applicable conversion price of the Convertible Notes, or $61.32 per share, and, therefore, the impact of conversion would not be anti-dilutive. In these periods, under the treasury stock method, we calculate the number of shares issuable under the terms of the Convertible Notes based on the average market price of the stock during the period, and include that number in the total diluted shares outstanding for the period.

In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge and warrant agreements. The convertible note hedge economically reduces the dilutive impact of the Convertible Notes. However, because applicable accounting guidance requires the Company to separately analyze the impact of the convertible note hedge agreements and the impact of the warrant agreements on diluted weighted average shares outstanding, the impact of the convertible note hedge agreements are excluded from the calculation of earnings per share because it would be anti-dilutive. The anti-dilutive shares associated with the convertible note hedges are 2.7 million and 2.6 million for the three and six months ended June 29, 2014, respectively and 1.5 million and 1.4 million for the three and six months ended June 30, 2013, respectively. The treasury stock method is applied when the warrants are in-the-money, assuming the proceeds from the exercise of the warrants are used to repurchase shares based on the average stock price during the period. The strike price of the warrants is approximately $74.65 per share of common stock. Shares issuable upon exercise of the warrants that were included in the total diluted shares outstanding were 1.9 million and 1.7 million for the three and six months ended June 29, 2014, respectively and 0.4 million and 0.3 million for the three and six months ended June 30, 2013, respectively.

For additional information regarding the convertible notes and convertible note hedge and warrant agreements see Note 8 to the consolidated financial statements included in the Company’s annual report on Form 10-K for the year ended December 31, 2013.

The following tables provide information relating to the changes in accumulated other comprehensive income (loss), net of tax, for the six months ended June 29, 2014 and June 30, 2013:

 

 

Cash Flow Hedges

 

 

Pension and Other Postretirement Benefit Plans

 

 

Foreign Currency Translation Adjustment

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

(Dollars in thousands)

 

Balance at December 31, 2013

$

 

 

$

(97,037

)

 

$

(13,818

)

 

$

(110,855

)

Other comprehensive income (loss)

   before reclassifications

 

233

 

 

 

(256

)

 

 

5,222

 

 

 

5,199

 

Amounts reclassified from

   accumulated other

   comprehensive  income (loss)

 

(90

)

 

 

1,498

 

 

 

 

 

 

1,408

 

Net current-period other

   comprehensive income

 

143

 

 

 

1,242

 

 

 

5,222

 

 

 

6,607

 

Balance at June 29, 2014

$

143

 

 

$

(95,795

)

 

$

(8,596

)

 

$

(104,248

)

 

21


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

Cash Flow Hedges

 

 

Pension and Other Postretirement Benefit Plans

 

 

Foreign Currency Translation Adjustment

 

 

Accumulated Other Comprehensive Income (Loss)

 

 

(Dollars in thousands)

 

Balance at December 31, 2012

$

(381

)

 

$

(127,257

)

 

$

(4,410

)

 

$

(132,048

)

Other comprehensive income (loss)

   before reclassifications

 

362

 

 

 

(452

)

 

 

(32,654

)

 

 

(32,744

)

Amounts reclassified from

   accumulated other

   comprehensive income (loss)

 

(374

)

 

 

2,408

 

 

 

 

 

 

2,034

 

Net current-period other

   comprehensive income (loss)

 

(12

)

 

 

1,956

 

 

 

(32,654

)

 

 

(30,710

)

Balance at June 30, 2013

$

(393

)

 

$

(125,301

)

 

$

(37,064

)

 

$

(162,758

)

 

 

 

The following table provides information relating to the reclassifications of losses/(gain) in accumulated other comprehensive income into expense/(income), net of tax, for the three and six months ended June 29, 2014 and June 30, 2013:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

(Dollars in thousands)

 

Gains and losses on foreign exchange contracts:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of goods sold

$

(52

)

 

$

(194

)

 

$

(129

)

 

$

(696

)

Total before tax

 

(52

)

 

 

(194

)

 

 

(129

)

 

 

(696

)

Tax expense

 

5

 

 

 

95

 

 

 

39

 

 

 

322

 

Net of tax

$

(47

)

 

$

(99

)

 

$

(90

)

 

$

(374

)

Amortization of pension and other postretirement

   benefit items:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Actuarial losses/(gains) (1)

$

1,103

 

 

$

1,618

 

 

$

2,205

 

 

$

3,764

 

Prior-service costs(1)

 

(6

)

 

 

(6

)

 

 

(11

)

 

 

(11

)

Transition obligation(1)

 

 

 

 

1

 

 

 

-

 

 

 

2

 

Total before tax

 

1,097

 

 

 

1,613

 

 

 

2,194

 

 

 

3,755

 

Tax expense

 

(382

)

 

 

(660

)

 

 

(696

)

 

 

(1,347

)

Net of tax

$

715

 

 

$

953

 

 

$

1,498

 

 

$

2,408

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total reclassifications, net of tax

$

668

 

 

$

854

 

 

$

1,408

 

 

$

2,034

 

(1)

These accumulated other comprehensive income components are included in the computation of net benefit cost of pension and other postretirement benefit plans (see Note 12 for additional information).

 

Note 11 — Taxes on income from continuing operations

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

Effective income tax rate

 

17.0

%

 

 

12.3%

 

 

 

18.1

%

 

 

16.2%

 

The effective income tax rate for the three and six months ended June 29, 2014 was 17.0% and 18.1%, respectively and 12.3% and 16.2% for the three and six months ended June 30, 2013, respectively. The effective tax rate for the three and six months ended June 29, 2014 benefited from a shift in the mix of taxable income to foreign jurisdictions that have lower statutory rates.  Nevertheless, the effective tax rate for the three and six months ended June 30, 2013 was lower, reflecting the realization of net tax benefits resulting from the resolution of a foreign tax matter and the expiration of statutes of limitation for a US state matter.

22


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

Note 12 — Pension and other postretirement benefits

The Company has a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based primarily on years of service and employees’ pay near retirement. The Company’s funding policy for U.S. plans is to contribute annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are systematically provided for by depositing funds with trustees or by book reserves. As of June 29, 2014, the Company’s U.S. defined benefit pension plans and the Company’s other postretirement benefit plans, except certain postretirement benefit plans covering employees subject to a collective bargaining agreement, are frozen.

The Company and certain of its subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors. The associated plans are unfunded and approved claims are paid from Company funds.

Net benefit cost of pension and postretirement benefit plans consisted of the following:

 

 

Pension

Three Months Ended

 

 

Other Postretirement Benefits

Three Months Ended

 

 

Pension

Six Months Ended

 

 

Other Postretirement Benefits

Six Months Ended

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

(Dollars in thousands)

 

Service cost

$

447

 

 

$

464

 

 

$

138

 

 

$

161

 

 

$

897

 

 

$

929

 

 

$

276

 

 

$

325

 

Interest cost

$

4,486

 

 

 

4,142

 

 

$

596

 

 

 

542

 

 

 

8,969

 

 

 

8,281

 

 

 

1,193

 

 

 

1,541

 

Expected return on plan assets

$

(6,264

)

 

 

(5,774

)

 

$

 

 

 

 

 

 

(12,524

)

 

 

(11,544

)

 

 

 

 

 

 

Net amortization and deferral

$

1,070

 

 

 

1,414

 

 

$

27

 

 

 

202

 

 

 

2,141

 

 

 

2,824

 

 

 

53

 

 

 

932

 

Net benefit expense (income)

$

(261

)

 

$

246

 

 

$

761

 

 

$

905

 

 

$

(517

)

 

$

490

 

 

$

1,522

 

 

$

2,798

 

 

The Company’s pension contributions are expected to be approximately $9.4 million during 2014, of which $2.3 million and $4.7 million were made during the three and six months ended June 29, 2014, respectively.

 

Note 13 — Commitments and contingent liabilities

Operating leases: The Company uses various leased facilities and equipment in its operations. The terms for these leased assets vary depending on the terms of the applicable lease agreement. At June 29, 2014, the Company had no residual value guarantee obligations related to its operating leases.

As of June 29, 2014, the Company recorded $24.8 million in property, plant and equipment representing the estimated fair value of the Company’s percentage of the costs to construct a building under a build-to-suit lease. The build-to-suit lease was entered into in August 2013 and amended in March of 2014 and relates to a U.S. operating facility. Construction on the build-to-suit facility commenced in September 2013 and is expected to be completed in October 2014. The estimated fair value of the Company’s percentage of the construction costs to complete the build-to-suit lease is approximately $28.3 million. For accounting purposes, the Company is deemed the owner of the asset during the construction period and is required to record the estimated fair value of the Company’s percentage of the construction costs as construction in progress during the construction period and a related liability in the same amount. These amounts do not reflect the Company’s cash obligations, but represent the landlord’s costs to construct the Company’s portion of the building and tenant improvements. Based on current expectations, the Company believes that there are no continuing involvement requirements that would prohibit the Company from derecognizing the assets and related liabilities upon commencement of the respective lease terms.

Environmental: The Company is subject to contingencies as a result of environmental laws and regulations that in the future may require the Company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the Company or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require the Company to undertake certain investigative and remedial activities at sites where the Company conducts or once conducted operations or at sites where Company-generated waste was disposed.

23


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At June 29, 2014 and December 31, 2013, the Company has recorded $2.2 million and $2.5 million, respectively, in accrued liabilities and $5.4 million and $5.8 million, respectively, in other liabilities relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of June 29, 2014. The time frame, over which the accrued amounts may be paid out, based on past history, is estimated to be 15-20 years.

Litigation: The Company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, employment and environmental matters. As of June 29, 2014 and December 31, 2013, the Company has recorded reserves of approximately $5.0 million and $6.8 million, respectively, in connection with such contingencies, representing what it believes to be a better estimate of the cost than any other amount within the range of estimated possible losses that will be incurred to resolve these matters.    Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or liquidity. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.

Tax audits and examinations: The Company and its subsidiaries are routinely subject to tax examinations by various taxing authorities. As of July 29, 2014, the most significant tax examinations in process are in Austria, Canada, the Czech Republic, Germany and the United States. In conjunction with these examinations and as a regular and routine practice, the Company may establish reserves or adjust existing reserves with respect to uncertain tax positions. Accordingly, developments occurring with respect to these examinations, including resolution of uncertain tax positions, could result in increases or decreases to the Company’s recorded tax liabilities, which could impact the Company’s financial results.

Other: The Company has various purchase commitments for materials, supplies and items of permanent investment incident to the ordinary conduct of its business. On average, such commitments are not at prices in excess of current market prices.

 

Note 14 — Business segment information

An operating segment is a component of the Company (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the Company’s chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. The Company does not evaluate its operating segments using discrete asset information.

Effective January 1, 2014, the Company realigned its operating segments due to changes in the Company’s internal financial reporting structure. The Company’s North American Vascular, Anesthesia/Respiratory and Surgical businesses, which previously comprised much of the former Americas reportable segment, are now separate reportable segments.  As a result, the Company now has six reportable segments: Vascular North America, Anesthesia/Respiratory North America, Surgical North America, EMEA, Asia and OEM. Certain operating segments are not material and are therefore included in the “All other” line item in tabular presentations of segment information. Additionally, the Company made changes to the allocation methodology of certain costs, including manufacturing variances and research and development costs, among the businesses to improve accountability, which resulted in changes to the previously reported segment profitability. All prior comparative periods have been restated to reflect these changes.

The Company’s Vascular North America, Anesthesia/Respiratory North America, Surgical North America, EMEA and Asia reportable segments design, manufacture and distribute medical devices primarily used in critical care, surgical applications and cardiac care and generally serve two end markets: hospitals and healthcare providers, and home health. The products of these segments are most widely used in the acute care setting for a range of diagnostic and therapeutic procedures and in general and specialty surgical applications. The Company’s OEM segment designs, manufactures and supplies devices and instruments for other medical device manufacturers.

24


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

The following tables present the Company’s segment results for the three and six months ended June 29, 2014 and June 30, 2013:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vascular North America

$

64,187

 

 

$

56,746

 

 

$

126,694

 

 

$

113,420

 

Anesthesia/Respiratory North America

 

55,049

 

 

 

58,516

 

 

 

109,763

 

 

 

116,690

 

Surgical North America

 

37,969

 

 

 

37,749

 

 

 

73,200

 

 

 

74,437

 

EMEA

 

154,670

 

 

 

137,842

 

 

 

304,914

 

 

 

280,260

 

Asia

 

62,539

 

 

 

50,409

 

 

 

112,142

 

 

 

92,777

 

OEM

 

36,610

 

 

 

32,110

 

 

 

69,791

 

 

 

63,448

 

All other

 

57,081

 

 

 

46,687

 

 

 

110,147

 

 

 

90,904

 

Consolidated net revenues

$

468,105

 

 

$

420,059

 

 

$

906,651

 

 

$

831,936

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

Operating Profit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vascular North America

$

9,988

 

 

$

6,326

 

 

$

19,381

 

 

$

11,352

 

Anesthesia/Respiratory North America

 

6,293

 

 

 

9,264

 

 

 

11,980

 

 

 

14,942

 

Surgical North America

 

14,366

 

 

 

13,651

 

 

 

24,914

 

 

 

27,313

 

EMEA

 

30,080

 

 

 

21,226

 

 

 

56,961

 

 

 

44,468

 

Asia

 

17,096

 

 

 

13,971

 

 

 

29,932

 

 

 

26,067

 

OEM

 

8,296

 

 

 

7,734

 

 

 

14,900

 

 

 

14,094

 

All other

 

10,355

 

 

 

9,507

 

 

 

20,121

 

 

 

11,522

 

Total segment operating profit (1)

 

96,474

 

 

 

81,679

 

 

 

178,189

 

 

 

149,758

 

Unallocated expenses (2)

 

(21,722

)

 

 

(17,928

)

 

 

(44,417

)

 

 

(36,603

)

Income from continuing operations before

   Interest and taxes

$

74,752

 

 

$

63,751

 

 

$

133,772

 

 

$

113,155

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1)

Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses.

(2)

Unallocated expenses primarily include manufacturing variances, with the exception of fixed manufacturing cost absorption variances, and restructuring and other impairment charges.

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

Depreciation and Amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Vascular North America

$

8,066

 

 

$

6,875

 

 

$

15,921

 

 

$

13,434

 

Anesthesia/Respiratory North America

 

3,708

 

 

 

2,874

 

 

 

8,136

 

 

 

6,715

 

Surgical North America

 

1,666

 

 

 

2,678

 

 

 

4,035

 

 

 

5,232

 

EMEA

 

9,673

 

 

 

6,843

 

 

 

18,610

 

 

 

13,994

 

Asia

 

2,305

 

 

 

1,203

 

 

 

4,143

 

 

 

2,415

 

OEM

 

1,608

 

 

 

1,213

 

 

 

3,064

 

 

 

2,361

 

All other

 

5,376

 

 

 

3,933

 

 

 

9,906

 

 

 

7,809

 

Consolidated depreciation and amortization

$

32,402

 

 

$

25,619

 

 

$

63,815

 

 

$

51,960

 

25


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

Geographic Data

The following table provides total net revenues for the three and six months ended June 29, 2014 and June 30, 2013 and total net property, plant and equipment by geographic region as of June 29, 2014 and December 31, 2013:

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

June 29, 2014

 

 

June 30, 2013

 

 

(Dollars in thousands)

 

Net revenue (based on selling location)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

United States

$

228,349

 

 

$

210,833

 

 

$

444,810

 

 

$

418,347

 

Other Americas

 

15,188

 

 

 

14,527

 

 

 

29,958

 

 

 

28,678

 

Germany

 

35,264

 

 

 

32,708

 

 

 

69,254

 

 

 

66,459

 

Other Europe

 

138,929

 

 

 

108,068

 

 

 

273,713

 

 

 

214,754

 

All other

 

50,375

 

 

 

53,923

 

 

 

88,916

 

 

 

103,698

 

 

$

468,105

 

 

$

420,059

 

 

$

906,651

 

 

$

831,936

 

 

 

June 29, 2014

 

 

December 31, 2013

 

 

(Dollars in thousands)

 

Net property, plant and equipment

 

 

 

 

 

 

 

United States

$

198,266

 

 

$

203,985

 

Other Americas

 

12,160

 

 

 

12,350

 

Germany

 

12,129

 

 

 

12,135

 

Other Europe

 

80,075

 

 

 

61,891

 

All other

 

40,778

 

 

 

35,539

 

 

$

343,408

 

 

$

325,900

 

 

 

 

Note 15 —Condensed consolidated guarantor financial information

In June 2011, Teleflex Incorporated (referred to below as “Parent Company”) issued $250 million of 6.875% senior subordinated notes through a registered public offering. The notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidating statements of income and comprehensive income (loss) for the three and six months ended June 29, 2014 and June 30, 2013, condensed consolidating balance sheets as of June 29, 2014 and December 31, 2013 and condensed consolidating statements of cash flows for the six months ended June 29, 2014 and June 30, 2013, provide consolidated information for:

a.

Parent Company, the issuer of the guaranteed obligations;

b.

Guarantor Subsidiaries, on a combined basis;

c.

Non-guarantor subsidiaries, on a combined basis; and

d.

Parent Company and its subsidiaries on a consolidated basis.

The same accounting policies as described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidated financial information, except for the use by the Parent Company and Guarantor Subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.

26


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

Consolidating entries and eliminations in the following condensed consolidated financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-guarantor subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries.

The Company adjusted the 2013 condensed consolidating statement of cash flows included within the guarantor financial information to correctly present dividends received from subsidiaries as an operating activity. The corrections had no impact on the consolidated financial information, but only resulted in reclassifications among the parent, guarantor subsidiaries, non-guarantor subsidiaries and eliminations. The Company does not consider the errors to be material to the previously issued consolidated financial statements.

The following table illustrates the increase/(decrease) to the previously reported amounts for the six months ended June 30, 2013:

 

 

Six Months Ended June 30, 2013

 

 

Parent

Company

 

 

Guarantor

Subsidiaries

 

 

Non-Guarantor

Subsidiaries

 

 

Eliminations

 

 

Condensed

Consolidated

 

 

(Dollars in thousands)

 

Cash Flows from Operating Activities of Continuing

    Operations

$

1,200

 

 

$

46,389

 

 

$

3,738

 

 

$

(51,327

)

 

$

 

Cash Flows from Financing Activities of Continuing

    Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    Intercompany transactions

 

(1,200

)

 

 

(28,989

)

 

 

30,189

 

 

 

 

 

 

 

    Intercompany dividends paid

 

 

 

 

(17,400

)

 

 

(33,927

)

 

 

51,327

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash Flows from Financing Activities of Continuing

   Operations

$

(1,200

)

 

$

(46,389

)

 

$

(3,738

)

 

$

51,327

 

 

$

 

 

 

The Company will also revise the previously reported interim condensed consolidating statements of cash flows for the nine months ended September 29, 2013 when presented in future filings.

 

 

 

27


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME  

 

 

Three Months Ended June 29, 2014

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

Net revenues

$

-

 

 

$

290,280

 

 

$

317,651

 

 

$

(139,826

)

 

$

468,105

 

Cost of goods sold

 

-

 

 

 

176,028

 

 

 

177,009

 

 

 

(129,020

)

 

 

224,017

 

Gross profit

 

-

 

 

 

114,252

 

 

 

140,642

 

 

 

(10,806

)

 

 

244,088

 

Selling, general and administrative expenses

 

11,025

 

 

 

76,575

 

 

 

59,135

 

 

 

108

 

 

 

146,843

 

Research and development expenses

 

-

 

 

 

12,885

 

 

 

1,985

 

 

 

-

 

 

 

14,870

 

Restructuring and other impairment charges

 

-

 

 

 

8,679

 

 

 

(1,056

)

 

 

-

 

 

 

7,623

 

Income (loss) from continuing operations

   before interest, and taxes

 

(11,025

)

 

 

16,113

 

 

 

80,578

 

 

 

(10,914

)

 

 

74,752

 

Interest expense

 

35,155

 

 

 

(20,740

)

 

 

1,647

 

 

 

-

 

 

 

16,062

 

Interest income

 

-

 

 

 

-

 

 

 

(146

)

 

 

-

 

 

 

(146

)

Income (loss) from continuing operations

   before taxes

 

(46,180

)

 

 

36,853

 

 

 

79,077

 

 

 

(10,914

)

 

 

58,836

 

Taxes (benefit) on income (loss) from continuing

   operations

 

(15,710

)

 

 

13,535

 

 

 

14,344

 

 

 

(2,163

)

 

 

10,006

 

Equity in net income of consolidated subsidiaries

 

78,802

 

 

 

57,250

 

 

 

98

 

 

 

(136,150

)

 

 

-

 

Income from continuing operations

 

48,332

 

 

 

80,568

 

 

 

64,831

 

 

 

(144,901

)

 

 

48,830

 

Operating loss from discontinued operations

 

(1,594

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,594

)

Taxes (benefit) on income (loss) from

   discontinued operations

 

(514

)

 

 

-

 

 

 

45

 

 

 

-

 

 

 

(469

)

Loss from discontinued operations

 

(1,080

)

 

 

-

 

 

 

(45

)

 

 

-

 

 

 

(1,125

)

Net income

 

47,252

 

 

 

80,568

 

 

 

64,786

 

 

 

(144,901

)

 

 

47,705

 

Less: Income from continuing operations

   attributable to noncontrolling interests

 

-

 

 

 

-

 

 

 

453

 

 

 

-

 

 

 

453

 

Net income attributable to common

   shareholders

 

47,252

 

 

 

80,568

 

 

 

64,333

 

 

 

(144,901

)

 

 

47,252

 

Other comprehensive income (loss) attributable

   to common shareholders

 

1,862

 

 

 

(2,607

)

 

 

(2,264

)

 

 

4,871

 

 

 

1,862

 

Comprehensive income attributable

   to common shareholders

$

49,114

 

 

$

77,961

 

 

$

62,069

 

 

$

(140,030

)

 

$

49,114

 

 

28


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

Three Months Ended June 30, 2013

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

Net revenues

$

-

 

 

$

248,012

 

 

$

239,147

 

 

$

(67,100

)

 

$

420,059

 

Cost of goods sold

 

-

 

 

 

143,732

 

 

 

136,322

 

 

 

(69,485

)

 

 

210,569

 

Gross profit

 

-

 

 

 

104,280

 

 

 

102,825

 

 

 

2,385

 

 

 

209,490

 

Selling, general and administrative expenses

 

14,899

 

 

 

59,336

 

 

 

42,418

 

 

 

(400

)

 

 

116,253

 

Research and development expenses

 

-

 

 

 

14,082

 

 

 

2,442

 

 

 

-

 

 

 

16,524

 

Restructuring and other impairment charges

 

-

 

 

 

1,511

 

 

 

11,451

 

 

 

-

 

 

 

12,962

 

Income (loss) from continuing operations before

   interest, and taxes

 

(14,899

)

 

 

29,351

 

 

 

46,514

 

 

 

2,785

 

 

 

63,751

 

Interest expense

 

33,655

 

 

 

(21,017

)

 

 

1,787

 

 

 

-

 

 

 

14,425

 

Interest income

 

3

 

 

 

-

 

 

 

(160

)

 

 

-

 

 

 

(157

)

Income (loss) from continuing operations

   before taxes

 

(48,557

)

 

 

50,368

 

 

 

44,887

 

 

 

2,785

 

 

 

49,483

 

Taxes (benefit) on income (loss) from continuing

   operations

 

(17,287

)

 

 

13,729

 

 

 

9,515

 

 

 

125

 

 

 

6,082

 

Equity in net income of consolidated subsidiaries

 

74,433

 

 

 

31,599

 

 

 

-

 

 

 

(106,032

)

 

 

-

 

Income from continuing operations

 

43,163

 

 

 

68,238

 

 

 

35,372

 

 

 

(103,372

)

 

 

43,401

 

Operating loss from discontinued operations

 

(1,026

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,026

)

Taxes (benefit) on income (loss) from

   discontinued operations

 

(304

)

 

 

-

 

 

 

44

 

 

 

-

 

 

 

(260

)

Loss from discontinued operations

 

(722

)

 

 

-

 

 

 

(44

)

 

 

-

 

 

 

(766

)

Net income

 

42,441

 

 

 

68,238

 

 

 

35,328

 

 

 

(103,372

)

 

 

42,635

 

Less: Income from continuing operations

   attributable to noncontrolling interests

 

-

 

 

 

-

 

 

 

194

 

 

 

-

 

 

 

194

 

Net income attributable to common

   shareholders

 

42,441

 

 

 

68,238

 

 

 

35,134

 

 

 

(103,372

)

 

 

42,441

 

Other comprehensive income (loss) attributable

    to common shareholders

 

(5,234

)

 

 

(1,224

)

 

 

(3,559

)

 

 

4,783

 

 

 

(5,234

)

Comprehensive income attributable

   to common shareholders

$

37,207

 

 

$

67,014

 

 

$

31,575

 

 

$

(98,589

)

 

$

37,207

 

 

29


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

Six Months Ended June 29, 2014

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

Net revenues

$

-

 

 

$

552,705

 

 

$

566,088

 

 

$

(212,142

)

 

$

906,651

 

Cost of goods sold

 

-

 

 

 

328,396

 

 

 

314,882

 

 

 

(201,874

)

 

 

441,404

 

Gross profit

 

-

 

 

 

224,309

 

 

 

251,206

 

 

 

(10,268

)

 

 

465,247

 

Selling, general and administrative expenses

 

21,803

 

 

 

157,970

 

 

 

107,056

 

 

 

311

 

 

 

287,140

 

Research and development expenses

 

-

 

 

 

24,895

 

 

 

4,037

 

 

 

-

 

 

 

28,932

 

Restructuring and other impairment charges

 

-

 

 

 

8,491

 

 

 

6,912

 

 

 

-

 

 

 

15,403

 

Income (loss) from continuing operations

   before interest, and taxes

 

(21,803

)

 

 

32,953

 

 

 

133,201

 

 

 

(10,579

)

 

 

133,772

 

Interest expense

 

68,881

 

 

 

(40,647

)

 

 

3,232

 

 

 

-

 

 

 

31,466

 

Interest income

 

-

 

 

 

-

 

 

 

(333

)

 

 

-

 

 

 

(333

)

Income (loss) from continuing operations

   before taxes

 

(90,684

)

 

 

73,600

 

 

 

130,302

 

 

 

(10,579

)

 

 

102,639

 

Taxes (benefit) on income (loss) from continuing

   operations

 

(31,130

)

 

 

30,753

 

 

 

23,176

 

 

 

(4,259

)

 

 

18,540

 

Equity in net income of consolidated subsidiaries

 

142,926

 

 

 

100,358

 

 

 

192

 

 

 

(243,476

)

 

 

-

 

Income from continuing operations

 

83,372

 

 

 

143,205

 

 

 

107,318

 

 

 

(249,796

)

 

 

84,099

 

Operating loss from discontinued operations

 

(1,619

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,619

)

Taxes (benefit) on income (loss) from

   discontinued operations

 

(457

)

 

 

-

 

 

 

88

 

 

 

-

 

 

 

(369

)

Loss from discontinued operations

 

(1,162

)

 

 

-

 

 

 

(88

)

 

 

-

 

 

 

(1,250

)

Net income

 

82,210

 

 

 

143,205

 

 

 

107,230

 

 

 

(249,796

)

 

 

82,849

 

Less: Income from continuing operations

   attributable to noncontrolling interests

 

-

 

 

 

-

 

 

 

639

 

 

 

-

 

 

 

639

 

Net income attributable to common

   shareholders

 

82,210

 

 

 

143,205

 

 

 

106,591

 

 

 

(249,796

)

 

 

82,210

 

Other comprehensive income attributable to

   common shareholders

 

6,607

 

 

 

4,621

 

 

 

6,259

 

 

 

(10,880

)

 

 

6,607

 

Comprehensive income attributable

   to common shareholders

$

88,817

 

 

$

147,826

 

 

$

112,850

 

 

$

(260,676

)

 

$

88,817

 

 

30


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

Six Months Ended June 30, 2013

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

Net revenues

$

-

 

 

$

502,868

 

 

$

469,952

 

 

$

(140,884

)

 

$

831,936

 

Cost of goods sold

 

-

 

 

 

296,436

 

 

 

267,895

 

 

 

(142,405

)

 

 

421,926

 

Gross profit

 

-

 

 

 

206,432

 

 

 

202,057

 

 

 

1,521

 

 

 

410,010

 

Selling, general and administrative expenses

 

31,827

 

 

 

126,492

 

 

 

85,090

 

 

 

(206

)

 

 

243,203

 

Research and development expenses

 

-

 

 

 

27,089

 

 

 

4,442

 

 

 

-

 

 

 

31,531

 

Restructuring and other impairment charges

 

-

 

 

 

9,278

 

 

 

12,843

 

 

 

-

 

 

 

22,121

 

Income (loss) from continuing operations before

   interest, and taxes

 

(31,827

)

 

 

43,573

 

 

 

99,682

 

 

 

1,727

 

 

 

113,155

 

Interest expense

 

67,190

 

 

 

(42,144

)

 

 

3,572

 

 

 

-

 

 

 

28,618

 

Interest income

 

(3

)

 

 

-

 

 

 

(311

)

 

 

-

 

 

 

(314

)

Income (loss) from continuing operations

   before taxes

 

(99,014

)

 

 

85,717

 

 

 

96,421

 

 

 

1,727

 

 

 

84,851

 

Taxes (benefit) on income (loss) from continuing

   operations

 

(35,746

)

 

 

27,980

 

 

 

20,739

 

 

 

776

 

 

 

13,749

 

Equity in net income of consolidated subsidiaries

 

134,253

 

 

 

65,749

 

 

 

-

 

 

 

(200,002

)

 

 

-

 

Income from continuing operations

 

70,985

 

 

 

123,486

 

 

 

75,682

 

 

 

(199,051

)

 

 

71,102

 

Operating loss from discontinued operations

 

(2,152

)

 

 

-

 

 

 

368

 

 

 

-

 

 

 

(1,784

)

Taxes (benefit) on income (loss) from

   discontinued operations

 

(646

)

 

 

-

 

 

 

90

 

 

 

-

 

 

 

(556

)

Loss from discontinued operations

 

(1,506

)

 

 

-

 

 

 

278

 

 

 

-

 

 

 

(1,228

)

Net income (loss)

 

69,479

 

 

 

123,486

 

 

 

75,960

 

 

 

(199,051

)

 

 

69,874

 

Less: Income from continuing operations

   attributable to noncontrolling interests

 

-

 

 

 

-

 

 

 

395

 

 

 

-

 

 

 

395

 

Net income (loss) attributable to common

   shareholders

 

69,479

 

 

 

123,486

 

 

 

75,565

 

 

 

(199,051

)

 

 

69,479

 

Other comprehensive income attributable to

   common shareholders

 

(30,710

)

 

 

(33,350

)

 

 

(27,372

)

 

 

60,722

 

 

 

(30,710

)

Comprehensive income (loss) attributable

   to common shareholders

$

38,769

 

 

$

90,136

 

 

$

48,193

 

 

$

(138,329

)

 

$

38,769

 

 

 

 

31


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING BALANCE SHEETS

 

 

June 29, 2014

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

31,283

 

 

$

3,235

 

 

$

202,864

 

 

$

-

 

 

$

237,382

 

Accounts receivable, net

 

1,192

 

 

 

10,588

 

 

 

286,779

 

 

 

3,161

 

 

 

301,720

 

Accounts receivable from consolidated

   subsidiaries

 

40,046

 

 

 

2,750,172

 

 

 

263,688

 

 

 

(3,053,906

)

 

 

-

 

Inventories, net

 

-

 

 

 

208,536

 

 

 

173,908

 

 

 

(25,977

)

 

 

356,467

 

Prepaid expenses and other current assets

 

13,916

 

 

 

5,175

 

 

 

19,295

 

 

 

-

 

 

 

38,386

 

Prepaid taxes

 

30,402

 

 

 

-

 

 

 

17,239

 

 

 

-

 

 

 

47,641

 

Deferred tax assets

 

20,136

 

 

 

19,051

 

 

 

11,314

 

 

 

(4

)

 

 

50,497

 

Assets held for sale

 

2,901

 

 

 

1,034

 

 

 

5,226

 

 

 

-

 

 

 

9,161

 

Total current assets

 

139,876

 

 

 

2,997,791

 

 

 

980,313

 

 

 

(3,076,726

)

 

 

1,041,254

 

Property, plant and equipment, net

 

3,939

 

 

 

193,017

 

 

 

146,452

 

 

 

-

 

 

 

343,408

 

Goodwill

 

-

 

 

 

703,258

 

 

 

670,098

 

 

 

-

 

 

 

1,373,356

 

Intangibles assets, net

 

-

 

 

 

722,652

 

 

 

511,253

 

 

 

-

 

 

 

1,233,905

 

Investments in affiliates

 

5,637,719

 

 

 

1,354,463

 

 

 

21,374

 

 

 

(7,012,091

)

 

 

1,465

 

Deferred tax assets

 

33,425

 

 

 

-

 

 

 

4,454

 

 

 

(36,935

)

 

 

944

 

Notes receivable and other amounts due from

   consolidated subsidiaries

 

963,322

 

 

 

978,447

 

 

 

-

 

 

 

(1,941,769

)

 

 

-

 

Other assets

 

29,319

 

 

 

7,628

 

 

 

32,554

 

 

 

-

 

 

 

69,501

 

Total assets

$

6,807,600

 

 

$

6,957,256

 

 

$

2,366,498

 

 

$

(12,067,521

)

 

$

4,063,833

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current borrowings

$

357,573

 

 

$

-

 

 

$

4,700

 

 

$

-

 

 

$

362,273

 

Accounts payable

 

5,582

 

 

 

34,483

 

 

 

33,468

 

 

 

-

 

 

 

73,533

 

Accounts payable to consolidated

   subsidiaries

 

2,661,371

 

 

 

190,790

 

 

 

201,745

 

 

 

(3,053,906

)

 

 

-

 

Accrued expenses

 

17,280

 

 

 

18,855

 

 

 

43,905

 

 

 

-

 

 

 

80,040

 

Current portion of contingent consideration

 

-

 

 

 

2,959

 

 

 

-

 

 

 

-

 

 

 

2,959

 

Payroll and benefit-related liabilities

 

16,472

 

 

 

14,501

 

 

 

35,596

 

 

 

-

 

 

 

66,569

 

Accrued interest

 

9,989

 

 

 

-

 

 

 

2

 

 

 

-

 

 

 

9,991

 

Income taxes payable

 

-

 

 

 

-

 

 

 

21,817

 

 

 

-

 

 

 

21,817

 

Other current liabilities

 

635

 

 

 

29,153

 

 

 

5,524

 

 

 

(4

)

 

 

35,308

 

Total current liabilities

 

3,068,902

 

 

 

290,741

 

 

 

346,757

 

 

 

(3,053,910

)

 

 

652,490

 

Long-term borrowings

 

700,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

700,000

 

Deferred tax liabilities

 

-

 

 

 

491,345

 

 

 

63,022

 

 

 

(36,934

)

 

 

517,433

 

Pension and other postretirement benefit

   liabilities

 

50,913

 

 

 

33,555

 

 

 

17,726

 

 

 

-

 

 

 

102,194

 

Noncurrent liability for uncertain tax positions

 

12,649

 

 

 

17,394

 

 

 

26,644

 

 

 

-

 

 

 

56,687

 

Notes payable and other amounts due from

   consolidated subsidiaries

 

973,020

 

 

 

872,248

 

 

 

104,242

 

 

 

(1,949,510

)

 

 

-

 

Other liabilities

 

19,839

 

 

 

17,986

 

 

 

12,825

 

 

 

-

 

 

 

50,650

 

Total liabilities

 

4,825,323

 

 

 

1,723,269

 

 

 

571,216

 

 

 

(5,040,354

)

 

 

2,079,454

 

Total common shareholders' equity

 

1,982,277

 

 

 

5,233,987

 

 

 

1,793,180

 

 

 

(7,027,167

)

 

 

1,982,277

 

Noncontrolling interest

 

-

 

 

 

-

 

 

 

2,102

 

 

 

-

 

 

 

2,102

 

Total equity

 

1,982,277

 

 

 

5,233,987

 

 

 

1,795,282

 

 

 

(7,027,167

)

 

 

1,984,379

 

Total liabilities and equity

$

6,807,600

 

 

$

6,957,256

 

 

$

2,366,498

 

 

$

(12,067,521

)

 

$

4,063,833

 

32


TELEFLEX INCORPORATED AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS – (Continued)

 

 

 

December 31, 2013

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

42,749

 

 

$

14,500

 

 

$

374,735

 

 

$

-

 

 

$

431,984

 

Accounts receivable, net

 

1,822

 

 

 

10,948

 

 

 

279,048

 

 

 

3,472

 

 

 

295,290

 

Accounts receivable from consolidated

   subsidiaries

 

42,865

 

 

 

2,623,314

 

 

 

214,469

 

 

 

(2,880,648

)

 

 

-

 

Inventories, net

 

-

 

 

 

211,165

 

 

 

138,165

 

 

 

(15,709

)

 

 

333,621

 

Prepaid expenses and other current assets

 

15,200

 

 

 

6,870

 

 

 

17,740

 

 

 

-

 

 

 

39,810

 

Prepaid taxes

 

27,487

 

 

 

-

 

 

 

9,017

 

 

 

-

 

 

 

36,504

 

Deferred tax assets

 

20,218

 

 

 

22,472

 

 

 

10,230

 

 

 

(3

)

 

 

52,917

 

Assets held for sale

 

1,669

 

 

 

3,503

 

 

 

5,256

 

 

 

-

 

 

 

10,428

 

Total current assets

 

152,010

 

 

 

2,892,772

 

 

 

1,048,660

 

 

 

(2,892,888

)

 

 

1,200,554

 

Property, plant and equipment, net

 

14,189

 

 

 

188,455

 

 

 

123,256

 

 

 

-

 

 

 

325,900

 

Goodwill

 

-

 

 

 

797,671

 

 

 

556,532

 

 

 

-

 

 

 

1,354,203

 

Intangibles assets, net

 

-

 

 

 

962,243

 

 

 

293,354

 

 

 

-

 

 

 

1,255,597

 

Investments in affiliates

 

5,489,676

 

 

 

1,478,429

 

 

 

21,382

 

 

 

(6,987,772

)

 

 

1,715

 

Deferred tax assets

 

35,877

 

 

 

-

 

 

 

4,476

 

 

 

(39,410

)

 

 

943

 

Notes receivable and other amounts due from

   consolidated subsidiaries

 

1,049,344

 

 

 

873,105

 

 

 

14,169

 

 

 

(1,936,618

)

 

 

-

 

Other assets

 

24,574

 

 

 

7,447

 

 

 

38,074

 

 

 

-

 

 

 

70,095

 

Total assets

$

6,765,670

 

 

$

7,200,122

 

 

$

2,099,903

 

 

$

(11,856,688

)

 

$

4,209,007

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes payable

$

351,587

 

 

$

-

 

 

$

4,700

 

 

$

-

 

 

$

356,287

 

Accounts payable

 

2,194

 

 

 

45,802

 

 

 

23,971

 

 

 

-

 

 

 

71,967

 

Accounts payable to consolidated

   subsidiaries

 

2,644,296

 

 

 

147,957

 

 

 

88,395

 

 

 

(2,880,648

)

 

 

-

 

Accrued expenses

 

15,569

 

 

 

21,120

 

 

 

38,179

 

 

 

-

 

 

 

74,868

 

Current portion of contingent consideration

 

-

 

 

 

4,131

 

 

 

-

 

 

 

-

 

 

 

4,131

 

Payroll and benefit-related liabilities

 

15,976

 

 

 

21,818

 

 

 

35,296

 

 

 

-

 

 

 

73,090

 

Accrued interest

 

8,720

 

 

 

-

 

 

 

5

 

 

 

-

 

 

 

8,725

 

Income taxes payable

 

-

 

 

 

-

 

 

 

23,821

 

 

 

-

 

 

 

23,821

 

Other current liabilities

 

9,646

 

 

 

7,517

 

 

 

5,072

 

 

 

(4

)

 

 

22,231

 

Total current liabilities

 

3,047,988

 

 

 

248,345

 

 

 

219,439

 

 

 

(2,880,652

)

 

 

635,120

 

Long-term borrowings

 

930,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

930,000

 

Deferred tax liabilities

 

-

 

 

 

496,228

 

 

 

57,896

 

 

 

(39,409

)

 

 

514,715

 

Pension and other postretirement benefit

   liabilities

 

57,406

 

 

 

33,777

 

 

 

18,315

 

 

 

-

 

 

 

109,498

 

Noncurrent liability for uncertain tax positions

 

11,389

 

 

 

17,241

 

 

 

26,522

 

 

 

-

 

 

 

55,152

 

Notes payable and other amounts due from

   consolidated subsidiaries

 

785,476

 

 

 

957,451

 

 

 

197,173

 

 

 

(1,940,100

)

 

 

-

 

Other liabilities

 

19,884

 

 

 

16,221

 

 

 

12,401

 

 

 

-

 

 

 

48,506

 

Total liabilities

 

4,852,143

 

 

 

1,769,263

 

 

 

531,746

 

 

 

(4,860,161

)

 

 

2,292,991

 

Total common shareholders' equity

 

1,913,527

 

 

 

5,430,859

 

 

 

1,565,668

 

 

 

(6,996,527

)

 

 

1,913,527

 

Noncontrolling interest

 

-

 

 

 

-

 

 

 

2,489

 

 

 

-

 

 

 

2,489

 

Total equity

 

1,913,527

 

 

 

5,430,859

 

 

 

1,568,157

 

 

 

(6,996,527

)

 

 

1,916,016

 

Total liabilities and equity

$

6,765,670

 

 

$

7,200,122

 

 

$

2,099,903

 

 

$

(11,856,688

)

 

$

4,209,007

 

 

 

 

33


 

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

 

 

Six Months Ended June 29, 2014

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

Net cash (used in) provided by operating

   activities from continuing operations

$

(49,306

)

 

$

277,376

 

 

$

(33,864

)

 

$

(74,045

)

 

$

120,161

 

Cash Flows from Investing Activities of

   Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures for property, plant and  equipment

 

(2,019

)

 

 

(14,080

)

 

 

(14,751

)

 

 

-

 

 

 

(30,850

)

Proceeds from sale of assets and investments

 

1,669

 

 

 

2,470

 

 

 

-

 

 

 

-

 

 

 

4,139

 

Payments for businesses and intangibles

     acquired, net of cash acquired

 

-

 

 

 

-

 

 

 

(28,535

)

 

 

-

 

 

 

(28,535

)

Investments in affiliates

 

(60

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(60

)

Intercompany dividends received

 

-

 

 

 

-

 

 

 

229,782

 

 

 

(229,782

)

 

 

-

 

Net cash used in investing activities

   from continuing operations

 

(410

)

 

 

(11,610

)

 

 

186,496

 

 

 

(229,782

)

 

 

(55,306

)

Cash Flows from Financing Activities of

   Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

      Proceeds from long-term borrowings

 

250,000

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

250,000

 

      Repayment of long-term borrowings

 

(480,000

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(480,000

)

Debt issuance fees

 

(3,275

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(3,275

)

      Proceeds from share based  compensation

           plans and the related tax impacts

 

2,391

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

2,391

 

      Payments to noncontrolling interest shareholders

 

 

 

 

 

-

 

 

 

(1,094

)

 

 

-

 

 

 

(1,094

)

      Dividends

 

(28,093

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(28,093

)

      Intercompany transactions

 

298,758

 

 

 

(277,031

)

 

 

(21,727

)

 

 

-

 

 

 

-

 

Intercompany dividends paid

 

-

 

 

 

-

 

 

 

(303,827

)

 

 

303,827

 

 

 

-

 

Net cash provided by (used in) financing

   activities from continuing operations

 

39,781

 

 

 

(277,031

)

 

 

(326,648

)

 

 

303,827

 

 

 

(260,071

)

Cash Flows from Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(1,531

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,531

)

Net cash used in discontinued  operations

 

(1,531

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(1,531

)

Effect of exchange rate changes on cash and

    cash equivalents

 

-

 

 

 

-

 

 

 

2,145

 

 

 

-

 

 

 

2,145

 

Net decrease in cash and cash equivalents

 

(11,466

)

 

 

(11,265

)

 

 

(171,871

)

 

 

-

 

 

 

(194,602

)

Cash and cash equivalents at the beginning of

    the period

 

42,749

 

 

 

14,500

 

 

 

374,735

 

 

 

-

 

 

 

431,984

 

Cash and cash equivalents at the end of the

    period

$

31,283

 

 

$

3,235

 

 

$

202,864

 

 

$

-

 

 

$

237,382

 

 

 

34


 

 

 

Six Months Ended June 30, 2013

 

 

Parent

 

 

Guarantor

 

 

Non-Guarantor

 

 

 

 

 

 

Condensed

 

 

Company

 

 

Subsidiaries

 

 

Subsidiaries

 

 

Eliminations

 

 

Consolidated

 

 

(Dollars in thousands)

 

Net cash (used in) provided by operating

   activities from continuing operations

$

(58,665

)

 

$

92,513

 

 

$

73,722

 

 

$

(51,327

)

 

$

56,243

 

Cash Flows from Investing Activities of

   Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenditures for property, plant and equipment

 

(711

)

 

 

(28,617

)

 

 

(7,569

)

 

 

-

 

 

 

(36,897

)

Payments for businesses and intangibles

   acquired, net of cash acquired

 

-

 

 

 

1,500

 

 

 

(38,454

)

 

 

-

 

 

 

(36,954

)

Investments in affiliates

 

(50

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(50

)

Net cash used in investing activities

   from continuing operations

 

(761

)

 

 

(27,117

)

 

 

(46,023

)

 

 

-

 

 

 

(73,901

)

Cash Flows from Financing Activities of

   Continuing Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Proceeds from share based compensation

    plans and the related tax impacts

 

3,892

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

3,892

 

Payments to noncontrolling interest shareholders

 

-

 

 

 

-

 

 

 

(736

)

 

 

-

 

 

 

(736

)

Payments for contingent consideration

 

-

 

 

 

(7,922

)

 

 

(1,565

)

 

 

-

 

 

 

(9,487

)

Dividends

 

(27,944

)

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(27,944

)

Intercompany transactions

 

41,548

 

 

 

(42,063

)

 

 

515

 

 

 

-

 

 

 

-

 

Intercompany dividends paid

 

-

 

 

 

(17,400

)

 

 

(33,927

)

 

 

51,327

 

 

 

-

 

Net cash provided by (used in)

   financing activities from

   continuing operations

 

17,496

 

 

 

(67,385

)

 

 

(35,713

)

 

 

51,327

 

 

 

(34,275

)

Cash Flows from Discontinued Operations:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

(837

)

 

 

-

 

 

 

(600

)

 

 

-

 

 

 

(1,437

)

Net cash used in discontinued operations

 

(837

)

 

 

-

 

 

 

(600

)

 

 

-

 

 

 

(1,437

)

Effect of exchange rate changes on cash and

    cash equivalents

 

-

 

 

 

-

 

 

 

(2,251

)

 

 

-

 

 

 

(2,251

)

Net decrease in cash and cash equivalents

 

(42,767

)

 

 

(1,989

)

 

 

(10,865

)

 

 

-

 

 

 

(55,621

)

Cash and cash equivalents at the beginning of

    the period

 

70,860

 

 

 

1,989

 

 

 

264,190

 

 

 

-

 

 

 

337,039

 

Cash and cash equivalents at the end of the

    period

$

28,093

 

 

$

-

 

 

$

253,325

 

 

$

-

 

 

$

281,418

 

 


 

35


 

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Forward-Looking Statements

All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; our ability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with expectations; our ability to effectively execute our restructuring programs; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; and global economic factors, including currency exchange rates, interest rates and sovereign debt issues; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2013. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.

Overview

Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and provider safety and reduce total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We sell our products to hospitals and healthcare providers in more than 150 countries through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure.

We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies through:

the development of new products and product line extensions;

the investment in new technologies and broadening their applications;

the expansion of the use of our products in existing markets, as well as the introduction of our products into new geographic markets;

achieving economies of scale as we continue to expand, by leveraging our direct sales force and distribution network with new products, and increasing efficiencies in our manufacturing and distribution facilities; and

the broadening of our product portfolio through select acquisitions, licensing arrangements and partnerships that enhance, extend or expedite our development initiatives or our ability to increase our market share.

 

We also evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may identify opportunities to expand our margins through strategic divestitures of existing businesses and product lines that do not meet our objectives.  In addition, we may seek to optimize our overall facility footprint through restructuring initiatives to further reduce our cost base and enhance our competitive position.  See restructuring and other impairment charges under “Results of Operations” for a discussion of our current restructuring programs.

On February 3, 2014, we acquired Mayo Healthcare Pty Limited, (“Mayo Healthcare”), a distributor of medical devices and supplies primarily for the Australian market. See Note 3 to the condensed consolidated financial statements included in this report for a discussion of the acquisition.

During 2013, we acquired:

Vidacare Corporation (“Vidacare”), a provider of intraosseous, or inside the bone, access devices, which complements the vascular access and specialty product portfolios;

36


 

the assets of Ultimate Medical Pty. Ltd. and its affiliates (“Ultimate”), a supplier of airway management devices with a variety of laryngeal mask airways and other related products, which complement our anesthesia product portfolio; and

Eon Surgical, Ltd., a developer of a minimally invasive microlaparoscopy surgical platform technology designed to enhance a surgeon’s ability to perform scarless surgery while producing better patient outcomes, which complements our surgical product portfolio.

Change in Reporting Segments

Effective January 1, 2014, we realigned our operating segments due to changes in the Company’s internal financial reporting structure. Specifically, our North American Vascular, Anesthesia/Respiratory and Surgical businesses, which previously comprised much of our former Americas reportable segment, are now separate reportable segments.  As a result, we now have six reportable segments: Vascular North America, Anesthesia/Respiratory North America, Surgical North America, EMEA, Asia and OEM. Certain operating segments are not material and are therefore included in the “All other” line item in tabular presentations of segment information.  Additionally, we made changes to the allocation methodology of certain costs, including manufacturing variances and research and development costs, among our businesses to improve accountability, which resulted in changes to the previously reported segment profitability.  All prior comparative periods have been restated to reflect these changes.

Critical Accounting Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.

In our Annual Report on Form 10-K for the year ended December 31, 2013, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.

Health Care Reform

On March 23, 2010 the Patient Protection and Affordable Care Act was signed into law. This legislation will have a significant impact on our business. For medical device companies such as Teleflex, the expansion of medical insurance coverage should lead to greater utilization of the products we manufacture, but this legislation also contains provisions designed to contain the cost of healthcare, which could negatively affect pricing of our products. In addition, commencing in 2013, the legislation imposed a 2.3% excise tax on sales of medical devices. For the three months ended June 29, 2014 and June 30, 2013, the medical device excise tax was $3.3 million and $2.8 million, respectively, and $6.2 million and $5.7 million for the six months ended June 29, 2014 and June 30, 2013, respectively, and is included in selling, general and administrative expenses.

Certain Regulatory Matters

In March 2014, we received a warning letter from the U.S. Food and Drug Administration (FDA) alleging certain violations of the Quality System Regulation, or QSR, observed during a September 2013 inspection of our Arlington Heights, Illinois manufacturing facility.  FDA’s concerns relate to failure to appropriately establish and maintain certain manufacturing, corrective and preventive action, and process validation procedures.  In May 2014, the FDA returned to the Arlington Heights facility and re-issued its inspectional observations from the March 2014 warning letter and also required that we report to the FDA a field corrective action we took with respect to a product manufactured at our Arlington Heights facility, which we did.  We have provided detailed responses and updates to the FDA as to our corrective actions, and continue to work to address the issues identified by the FDA.  Until the violations are corrected, and those corrective actions are accepted and verified by FDA’ s re-inspection, we may be subject to additional enforcement action by the FDA. Additionally, the warning letter states that requests for Certificates to Foreign Governments related to products manufactured at the Arlington Heights facility will not be granted until the violations have been corrected.

Results of Operations

Certain financial information is presented on a rounded basis, which may cause minor differences.

37


 

 

Net Revenues

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Net Revenues

$

468.1

 

$

420.1

 

$

906.7

 

$

831.9

 

 

Net revenues for the three months ended June 29, 2014 increased 11.4% to $468.1 million from $420.1 million for the three months ended June 30, 2013. The $48.0 million increase in net revenues is largely due to the businesses acquired during 2013 and 2014, which generated net revenues of $27.0 million, including $21.3 million, $4.6 million and $1.1 million generated by Vidacare, Mayo Healthcare and Ultimate, respectively. Net revenues further benefited from price increases of $8.1 million, primarily in the EMEA and Asia segments, the favorable impact of foreign currency exchange rates of $5.5 million, higher sales volumes of $4.3 million, primarily in the EMEA and OEM segments and new product sales of $3.1 million, primarily in the Vascular North America and Anesthesia/Respiratory North America segments.

 

Net revenues for the six months ended June 29, 2014 increased 9.0% to $906.7 million from $831.9 million for the six months ended June 30, 2013. The $74.8 million increase in net revenues is largely due to the businesses acquired during 2013 and 2014, which generated net revenues of $50.2 million, including $41.5 million, $6.5 million and $2.2 million generated by Vidacare, Mayo Healthcare and Ultimate, respectively. Net revenues further benefited from price increases of $12.5 million, primarily in the EMEA and Asia segments, new product sales of $6.4 million, primarily in the Vascular North America and Anesthesia/Respiratory North America segments and the favorable impact of foreign currency exchange rates of $7.5 million.

Gross profit

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Gross profit

$

244.1

 

$

209.5

 

$

465.2

 

$

410.0

 

Percentage of sales

 

52.1

%

 

49.9

%

 

51.3

%

 

49.3

%

 

For the three and six month periods ended June 29, 2014 gross profit as a percentage of revenues increased 2.2% and 2.0%, respectively, compared to the corresponding prior year periods. The increase for the three and six month periods ended June 29, 2014 reflects the benefit of higher margin sales from recent acquisitions including Vidacare, Mayo Healthcare and Ultimate, price increases, primarily in the EMEA and Asia segments, the favorable impact of foreign currency exchange rates and increases in new product sales, primarily in the Vascular North America and Anesthesia/Respiratory North America segments.  These improvements in gross profit were partially offset by higher raw materials and manufacturing costs.

Selling, general and administrative

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Selling, general and administrative

$

146.8

 

$

116.3

 

$

287.1

 

$

243.2

 

Percentage of sales

 

31.4

%

 

27.7

%

 

31.7

%

 

29.2

%

38


 

 

Selling, general and administrative expenses increased $30.5 million for the three months ended June 29, 2014 compared to the three months ended June 30, 2013. The increase is principally due to $11.6 million of expenses associated with acquired businesses, primarily Vidacare, Mayo Healthcare and Ultimate, $6.6 million of higher general and administrative costs primarily due to increases in employee related expenses, higher amortization expense of $3.9 million, the majority of which relates to the amortization of Vidacare intangibles; $2.2 million of higher IT related costs, primarily associated with the ongoing maintenance of enterprise resource planning software systems; and the unfavorable impact of foreign currency exchange rates of $1.5 million.  The increase in selling, general and administrative expenses was also affected by a $2.2 million lower benefit from reductions in contingent consideration in the second quarter of 2014 as compared to the second quarter of 2013.

Selling, general and administrative expenses increased $43.9 million for the six months ended June 29, 2014 compared to the six months ended June 30, 2013. The increase is primarily due to $26.8 million of expenses associated with acquired businesses, primarily Vidacare, Mayo Healthcare and Ultimate, higher amortization expense of $7.5 million, the majority of which relates to the amortization of Vidacare intangibles; $4.2 million of higher IT related costs primarily associated with the ongoing maintenance of enterprise resource planning software systems; $1.7 million of increased spending in sales and marketing; and the $1.6 million unfavorable impact of foreign currency exchange rates.  The increase in selling general and administrative expenses was also affected by a $1.4 million lower benefit from contingent consideration reserve reductions for the six months ended June 29, 2014 as compared to the six months ended June 30, 2013.

Research and development

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Research and development

$

14.9

 

$

16.5

 

$

28.9

 

$

31.5

 

Percentage of sales

 

3.2

%

 

3.9

%

 

3.2

%

 

3.8

%

The decline in research and development expenses for the three month and six months ended June 29, 2014 reflects reduced development and new product-related activity as compared to the three and six months ended June 30, 2013. Research and development expenses during the three and six months ended June 30, 2013 reflect the development of late-stage technologies we acquired in 2012 as well as certain product launches that occurred during the second half of 2013.

Restructuring and other impairment charges

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Restructuring and other impairment charges

$

7.6

 

$

13.0

 

$

15.4

 

$

22.1

 

On April 28, 2014, our Board of Directors approved a restructuring plan that involves the consolidation of certain facilities and a related reduction in workforce. We estimate that we will incur aggregate pre-tax charges in connection with these restructuring activities of approximately $42 million to $53 million, of which we expect to incur approximately $22 million to $23 million in 2014 and most of the balance prior to the end of 2016.  We estimate that $32 million to $40 million of these charges will result in future cash outlays, of which we expect approximately $9 million to $11 million will be made in 2014 and most of the balance will be made prior to the end of 2016.  Additionally, we expect to incur aggregate capital expenditures of approximately $24 million to $30 million under the restructuring plan, of which $10 million to $15 million will be incurred during 2014.  We currently expect to achieve annualized savings of $28 million to $35 million once the restructuring is fully implemented, and currently expect that we will begin to realize savings beginning in 2015.

39


 

For the three and six months ended June 29, 2014, we recorded $7.6 and $15.4 million, respectively, in restructuring and other asset impairment charges. For the three months ended June 29, 2014, we incurred $8.6 million of charges pertaining to termination benefits in connection with our 2014 manufacturing footprint realignment restructuring program and $2.5 million of charges pertaining to termination benefits, contract termination and other exit costs associated with other restructuring activities initiated in 2014 and 2013.  These charges were partially offset by a $3.5 million reversal of expense, which was primarily related to the settlement of a terminated European distributor agreement associated with our LMA restructuring program. For the six months ended June 29, 2014, we incurred $8.6 million of charges pertaining to termination benefits in connection with our 2014 manufacturing footprint realignment restructuring program; $8.1 million of charges primarily related to termination benefits associated with our 2014 European restructuring program; and $2.3 million of charges pertaining to termination benefits, contract termination and other exit costs associated with other restructuring activities initiated in 2014 and 2013. These charges were partially offset by $3.6 million of reversals of expense, which was primarily related to the settlement of a terminated European distributor agreement associated with our LMA restructuring program.

During the three and six months ended June 30, 2013, we recorded $13.0 million and $22.1 million, respectively, in restructuring and impairment charges. For the three months ended June 30, 2013, we incurred $3.9 million of charges pertaining to termination benefits, contract termination costs and facility closure and other costs incurred in connection with our LMA restructuring program, approximately $6.3 million primarily related to termination benefit and contract termination costs associated with other restructuring activities initiated in 2012 and 2013 and $2.8 million of charges related to expected post-closing obligations associated with acquired businesses. For the six months ended June 30, 2013, we recorded a $4.5 million write-off of an in-process research and development project associated with the Axiom acquisition, $6.6 million pertaining to termination benefits, contract termination costs and facility closure and other costs incurred in connection with our LMA restructuring program; $8.2 million primarily related to termination benefit and contract termination costs associated with other restructuring activities initiated in 2012 and 2013; and $2.8 million of charges related to expected post-closing obligations associated with acquired businesses.

For additional information regarding our restructuring programs, see Note 4 to our condensed consolidated financial statements included in this report.

Interest expense

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Dollars in millions)

 

Interest expense

$

16.1

 

$

14.4

 

$

31.5

 

$

28.6

 

Average interest rate on debt

 

4.1

%

 

4.1

%

 

3.8

%

 

4.1

%

The increase in interest expense for the three and six months ended June 29, 2014 compared to the corresponding periods in 2013 reflects an increase of $131 million and $205 million in average outstanding debt, respectively.

Taxes on income from continuing operations

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 29,

2014

 

 

June 30,

2013

 

 

June 29,

2014

 

 

June 30,

2013

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Effective income tax rate

 

17.0

%

 

12.3

%

 

18.1

%

 

16.2

%

The effective income tax rate for the three and six months ended June 29, 2014 was 17.0% and 18.1%, respectively and 12.3% and 16.2% for the three and six months ended June 30, 2013, respectively. The effective tax rate for the three and six months ended June 29, 2014 benefited from a shift in the mix of taxable income to foreign jurisdictions that have lower statutory rates.  Nevertheless, the effective tax rate for the three and six months ended June 30, 2013 was lower, reflecting the realization of net tax benefits resulting from the resolution of a foreign tax matter and the expiration of statutes of limitation for a U.S. state matter.

40


 

 

Segment Financial Information

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

% Increase/

(Decrease)

 

 

June 29, 2014

 

 

June 30, 2013

 

 

% Increase/

(Decrease)

 

Segment Revenue

(Dollars in millions)

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

Vascular North America

$

64.2

 

 

$

56.8

 

 

 

13.1

 

 

$

126.7

 

 

$

113.4

 

 

 

11.7

 

Anesthesia/Respiratory North America

 

55.0

 

 

 

58.5

 

 

 

(5.9

)

 

 

109.8

 

 

 

116.7

 

 

 

(5.9

)

Surgical North America

 

38.0

 

 

 

37.8

 

 

 

0.6

 

 

 

73.2

 

 

 

74.4

 

 

 

(1.7

)

EMEA

 

154.7

 

 

 

137.8

 

 

 

12.2

 

 

 

304.9

 

 

 

280.3

 

 

 

8.8

 

Asia

 

62.5

 

 

 

50.4

 

 

 

24.1

 

 

 

112.2

 

 

 

92.8

 

 

 

20.9

 

OEM

 

36.6

 

 

 

32.1

 

 

 

14.0

 

 

 

69.8

 

 

 

63.4

 

 

 

10.0

 

All other

 

57.1

 

 

 

46.7

 

 

 

22.3

 

 

 

110.1

 

 

 

90.9

 

 

 

21.2

 

Segment net revenues

$

468.1

 

 

$

420.1

 

 

 

11.4

 

 

$

906.7

 

 

$

831.9

 

 

 

9.0

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

 

Six Months Ended

 

 

June 29, 2014

 

 

June 30, 2013

 

 

% Increase/

(Decrease)

 

 

June 29, 2014

 

 

June 30, 2013

 

 

% Increase/

(Decrease)

 

Segment Operating Profit

(Dollars in millions)

 

 

 

 

 

 

(Dollars in millions)

 

 

 

 

 

Vascular North America

$

10.0

 

 

$

6.3

 

 

 

57.9

 

 

$

19.4

 

 

$

11.4

 

 

 

70.7

 

Anesthesia/Respiratory North America

 

6.3

 

 

 

9.3

 

 

 

(32.1

)

 

 

12.0

 

 

 

14.9

 

 

 

(19.8

)

Surgical North America

 

14.4

 

 

 

13.7

 

 

 

5.2

 

 

 

24.9

 

 

 

27.3

 

 

 

(8.8

)

EMEA

 

30.0

 

 

 

21.2

 

 

 

41.7

 

 

 

57.0

 

 

 

44.5

 

 

 

28.1

 

Asia

 

17.1

 

 

 

14.0

 

 

 

22.4

 

 

 

29.9

 

 

 

26.1

 

 

 

14.8

 

OEM

 

8.3

 

 

 

7.7

 

 

 

7.3

 

 

 

14.9

 

 

 

14.1

 

 

 

5.7

 

All other

 

10.4

 

 

 

9.5

 

 

 

8.9

 

 

 

20.1

 

 

 

11.5

 

 

 

74.6

 

Segment operating profit (1)

$

96.5

 

 

$

81.7

 

 

 

18.1

 

 

$

178.2

 

 

$

149.8

 

 

 

19.0

 

 

(1)

See Note 14 of our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest and taxes.

The following is a discussion of our segment operating results.

Comparison of the three and six months ended June 29, 2014 and June 30, 2013

Vascular North America

 

Vascular North America net revenues for the three months ended June 29, 2014 were $64.2 million, an increase of 13.1% compared to the prior year period. The increase was primarily due to Vidacare product sales of $6.5 million and increases in new product sales of $1.0 million. Vascular net revenues for the six months ended June 29, 2014 were $126.7 million, an increase of 11.7% compared to the prior year period.  The increase is primarily due to Vidacare product sales of $12.3 million and increases in new product sales of $2.2 million, which were partially offset by lower sales volumes of existing products of $1.1 million.

Vascular North America operating profit for the three months ended June 29, 2014 was $10.0 million, an increase of 57.9% compared to the prior year period. The increase was primarily due to operating profit generated by Vidacare product sales, lower research and development and marketing expense and increases in higher margin new product sales, which were partially offset by higher sales commissions.  Vascular operating profit for the six months ended June 29, 2014 was $19.4 million, an increase of 70.7% compared to the prior year period resulting from operating profit generated by Vidacare product sales, increases in higher margin new product sales and lower research and development and marketing expense.  These increases were partially offset by higher sales commissions.

41


 

 

 

Anesthesia/Respiratory North America

Anesthesia/Respiratory North America net revenues for the three months ended June 29, 2014 were $55.0 million, a decrease of 5.9% compared to the prior year period. The decrease is primarily attributable to declines in sales volumes of existing products of $4.4 million, which were partially offset by increases in new product sales of $0.6 million and price increases of $0.4 million.  Anesthesia/Respiratory North America net revenues for the six months ended June 29, 2014 were $109.8 million, a decrease of 5.9% compared to the prior year period.  The decrease is primarily attributable to declines in sales volumes of existing products of $8.8 million, which were partially offset by new product sales of $1.3 million and price increases of $0.8 million.

Anesthesia/Respiratory North America operating profit for the three months ended June 29, 2014 was $6.3 million, a decrease of 32.1% compared to the prior year period.  The decline is primarily attributable to reductions in sales of higher margin products and higher employee related costs, which was partially offset by savings resulting from the continued integration of our LMA business. Anesthesia/Respiratory North America operating profit for the six months ended June 29, 2014 was $12.0 million, a decrease of 19.8% compared to the prior year period.  The decrease is primarily attributable to sales volume reductions related to higher margin products, which were partially offset by lower warehouse and freight charges and the continued integration of our LMA business.

Surgical North America

Surgical North America net revenues for the three months ended June 29, 2014 were $38.0 million, an increase of 0.6% compared to the prior year period.  The increase is primarily attributable to price increases of $0.7 million, which were partially offset by declines in sales volumes of existing products of $0.5 million.  Surgical North America net revenues for the six months ended June 29, 2014 were $73.2 million, a decrease of 1.7% compared to the prior year period.  The decrease is primarily attributable to sales volume declines of existing products of $2.1 million and the unfavorable impact of foreign currency of $0.6 million, which were partially offset by price increases of $1.1 million.

Surgical North America operating profit for the three months ended June 29, 2014 was $14.4 million, an increase of 5.2% compared to the prior year period. The increase is primarily attributable to increased sales of higher margin products and improved pricing as well as reductions to inventory reserves resulting from lower inventory levels and a write-off recorded in the second quarter 2013.  Surgical North America operating profit for the six months ended June 29, 2014 was $24.9 million, a decrease of 8.8% compared to the prior year period.  The decrease is primarily attributable to marketing and research and development expenses related to the businesses acquired.  In addition, Surgical North America operating profit for the six months ended June 30, 2013 reflected the favorable impact of a reduction in contingent consideration that occurred in the first quarter of 2013.  These factors were partially offset by reductions in inventory reserves resulting from lower inventory levels and a write-off recorded in the second quarter 2013 and the impact of increased pricing.

EMEA

 

EMEA net revenues for the three months ended June 29, 2014 were $154.7 million, an increase of 12.2% compared to the prior year period.  The increase is primarily attributable to favorable foreign currency fluctuations of $6.8 million, existing product sales volume increases of $4.6 million, Vidacare product sales of $3.8 million and an increase of $1.1 million attributable to our distributor-to-direct sales conversions in several countries. EMEA net revenues for the six months ended June 29, 2014 were $304.9 million, an increase of 8.8% compared to the prior year period.  The increase is primarily attributable to favorable foreign currency fluctuations of $11.1 million, Vidacare product sales of $9.3 million, increases of $2.3 million resulting from our distributor-to-direct sales conversions in several countries, higher new product sales of $1.0 million and existing product sales volume increase of $1.0 million.

42


 

EMEA segment operating profit for the three months ended June 29, 2014 was $30.0 million, an increase 41.7% compared to the prior year period.  The increase is primarily attributable to sales margin increases resulting from our distributor-to-direct sales conversions in several countries, operating profit generated by Vidacare product sales and lower manufacturing costs.  EMEA segment operating profit for the six months ended June 29, 2014 was $57.0 million, an increase 28.1% compared to the prior year period.  The increase is primarily attributable to operating profit generated by Vidacare product sales, sales margin increases resulting from our distributor-to-direct sales conversions in several countries, lower manufacturing and warehouse and freight costs and reductions in marketing expense resulting from the 2014 European restructuring initiative, which were partially offset by higher employee related costs.

Asia

Asia net revenues for the three months ended June 29, 2014 were $62.5 million, an increase of 24.1% compared to the prior year period. The increase is primarily attributable to net revenues generated from recent acquisitions, including $4.6 million, $1.1 million and $0.8 million generated by Mayo Healthcare, Ultimate and Vidacare, respectively.  The change in net revenues also reflects price increases of $5.7 million, primarily in China and India, and unfavorable foreign exchange fluctuations of $0.6 million.  Asia net revenues for the six months ended June 29, 2014 were $112.2 million, an increase of 20.9% compared to the prior year period.  The increase is primarily attributable to net revenues generated from recent acquisitions, including $6.5 million, $2.0 million and $1.3 million generated by Mayo Healthcare, Ultimate and Vidacare, respectively.  The change in net revenues also reflects price increases of $8.8 million, primarily in China and India, increases in existing product sales volumes of $2.1 million, increases in new product sales of $0.5 million and unfavorable foreign exchange fluctuations of $1.9 million.  

Asia segment operating profit for the three months ended June 29, 2014 was $17.1 million, an increase of 22.4% compared to the prior year period. The increase is primarily attributable to the operating profit generated by the businesses acquired including Mayo Healthcare, Ultimate and Vidacare, which were partially offset by higher employee related costs.  Asia segment operating profit for the six months ended June 29, 2014 was $29.9 million, an increase of 14.8% compared to the prior year period.  The increase is primarily attributable to the operating profit generated by the businesses acquired including Mayo Healthcare, Ultimate and Vidacare, and improved pricing, which were partially offset by higher general and administrative expenses including employee related expenses.

OEM

OEM and Development Services (“OEM”) net revenues for the three months ended June 29, 2014 were $36.6 million, an increase of 14% compared to the prior year period. The increase is primarily attributable to higher sales volumes of $4.6 million, which were partially offset by price declines of $0.8 million.  OEM net revenues for the six months ended June 29, 2014 were $69.8 million, an increase of 10.0% compared to the prior year period.  The increase is primarily attributable to higher sales volumes of existing products of $6.8 million, which were partially offset by price declines of $1.4 million.

OEM segment operating profit for the three months ended June 29, 2014 was $8.3 million, an increase of 7.3% compared to the prior year period. OEM segment operating profit for the six months ended June 29, 2014 was $14.9 million, an increase of 5.7% compared to the prior year period.  The increase for the three and six months ended June 29, 2014 is primarily attributable to increases in sales volumes of existing products, partially offset by declines in pricing and reductions in sales of higher margin products.

All Other

The increases in net revenues and operating profit for our other businesses for the three and six months ended June 29, 2014 compared to the prior year periods were primarily due to sales of Vidacare products.  The operating profit increases were partially offset by higher software maintenance expenses.  

 

43


 

Liquidity and Capital Resources

On May 21, 2014, we issued $250.0 million of 5.25% Senior Notes due 2024 (the “2024 Notes”). We will pay interest on the 2024 Notes semi-annually on June 15 and December 15, commencing on December 15, 2014, at a rate of 5.25% per year. The 2024 Notes will mature on June 15, 2024, unless earlier redeemed. We incurred transaction fees of approximately $4.7 million, including underwriters’ discounts and commissions in connection with the offering of the 2024 Notes. We used $245.0 million of the proceeds to repay borrowings under our revolving credit facility.  See Note 7 to the condensed consolidated financial statements included in this report for additional information.

We believe our cash flow from operations, available cash and cash equivalents, borrowings under our revolving credit facility and sales of accounts receivable under our securitization program will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future.

We have net cash provided by United States-based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. In April 2014, we repatriated $230 million of cash from our non-United States subsidiaries in connection with the integration of the Vidacare business into our existing organizational structure.  On April 28, 2014, we used the repatriated cash to partially fund a $235 million repayment of a portion of the outstanding principal amount of borrowings under our revolving credit facility.

To date, we have not experienced significant payment defaults by our customers, and we have sufficient lending commitments in place to enable us to fund our anticipated additional operating needs. However, although there have been recent improvements, the domestic and global financial markets remain volatile and the global credit markets are constrained, which creates risk that our customers and suppliers may be unable to access liquidity. Consequently, we continue to monitor our credit risk, particularly related to countries in Europe. As of June 30, 2014, our net current and long-term accounts receivables from publicly funded hospitals in Italy, Spain, Portugal and Greece were $61 million compared to $63.1 million as of December 31, 2013. For the six months ended June 29, 2014 and June 30, 2013, net revenues from these countries were approximately 8.8% and 9.0%, respectively, of total net revenues, and average days that current and long-term accounts receivables were outstanding were 238 and 297 days, respectively. As of June 29, 2014 and December 31, 2013 net current and long-term accounts receivables from these countries were approximately 30.8% and 31.0%, respectively, of our consolidated net current and long-term accounts receivables. If economic conditions in these countries deteriorate, we may experience significant credit losses related to the public hospital systems in these countries. Moreover, if global economic conditions generally deteriorate, we may experience further delays in customer payments, reductions in our customers’ purchases and higher credit losses, which could have a material adverse effect on our results of operations and cash flows in 2014 and beyond.

Cash Flows

Cash flows from operating activities from continuing operations provided net cash of approximately $120.2 million for the first six months of 2014 compared to $56.2 million during the first six months of 2013. The $64.0 million increase is primarily due to favorable changes in working capital items including accounts receivable and inventories as well as an $8.9 million decrease in contributions to domestic pension plans in the first six months of 2014 as compared to the first six months of 2013.  Accounts receivable decreased $0.6 million during the six months ended June 29, 2014, as compared to an $18.1 million increase during the six months ended June 30, 2013, primarily due to $8.0 million collected from the Spanish government in 2014 and increased collections in Italy due to a government financing project. Inventories increased $16.4 million during the six months ended June 29, 2014, as compared to a $29.4 million increase during the six months ended June 30, 2013, primarily due to ramp-up activities to increase stock levels in 2013 in anticipation of certain business units converting to an enterprise resource planning system.

 

Net cash used in investing activities from continuing operations was $55.3 million for the six months ended June 29, 2014, reflecting net payments for businesses acquired of $28.5 million and capital expenditures of $30.9 million, partially offset by $4.1 million in proceeds related to the sale of the corporate aircraft and other assets held for sale.  See "Restructuring and Impairment Charges" above for a discussion of anticipated capital expenditures under a restructuring plan approved by our Board of Directors in April 2014.

 

44


 

Net cash used in financing activities from continuing operations was $260.0 million for the six months ended June 29, 2014, which included repayments of outstanding debt totaling $480.0 million related to our revolving credit facility, which was partially offset by proceeds from additional borrowings of $250.0 million, including the issuance of our 2024 Notes.  Net cash used in financing activities also included dividend payments of $28.1 million and underwriters’ discounts and commissions of $3.3 million, which were paid in connection with the issuance of the 2024 Notes.  Also included in net cash used in financing activities were cash inflows associated with proceeds from the exercise and vesting of share based awards issued under our stock compensation plans of $5.3 million and excess tax benefits of $5.4 million realized related to the exercise or vesting of those awards, which were partially offset by tax withholdings of $8.4 million remitted by the Company on behalf of employees for share based payment awards exercised or vested during the six months ended June 29, 2014.  See Note 1 to the condensed consolidated financial statements included in this report for a discussion of the reclassification of tax withholding payments related to share-based awards from a cash outflow from operating activities to a cash outflow from financing activities.

Stock Repurchase Program

In 2007, our Board of Directors authorized the repurchase of up to $300 million of our outstanding common stock. Repurchases of our stock under the Board authorization may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and our ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generated from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under our senior credit agreements, we are subject to certain restrictions relating to our ability to repurchase shares in the event our consolidated leverage ratio (generally, the ratio of consolidated total indebtedness to consolidated EBITDA, as defined in the senior credit agreements) exceeds certain levels, which may limit our ability to repurchase shares under this Board authorization. Through June 29, 2014, no shares have been purchased under this Board authorization.

Net Debt to Total Capital Ratio

The following table provides our net debt to total capital ratio:

 

 

June 29,

2014

 

 

December 31,

2013

 

 

(Dollars in millions)

 

Net debt includes:

 

 

 

 

 

 

 

Current borrowings

$

362.3

 

 

$

356.3

 

Long-term borrowings

 

700.0

 

 

 

930.0

 

Unamortized debt discount

 

42.4

 

 

 

48.4

 

Total debt

 

1,104.7

 

 

 

1,334.7

 

Less:  Cash and cash equivalents

 

237.4

 

 

 

432.0

 

Net debt

$

867.3

 

 

$

902.7

 

Total capital includes:

 

 

 

 

 

 

 

Net debt

$

867.3

 

 

$

902.7

 

Total common shareholders’ equity

 

1,982.3

 

 

 

1,913.5

 

Total capital

$

2,849.6

 

 

$

2,816.2

 

 

 

 

 

 

 

 

 

Percent of net debt to total capital

 

30

%

 

 

32

%

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Our 3.875% Convertible Senior Subordinated Notes due 2017 (the “Convertible Notes”) are convertible under certain circumstances, including in any fiscal quarter following an immediately preceding fiscal quarter in which the last reported sales price of our common stock for at least 20 days during a period of 30 consecutive trading days ending on the last day of such fiscal quarter exceeds 130% of the conversion price of the notes (approximately $79.72). Since the fourth quarter 2013, our closing stock price has exceeded the 130% threshold described above and, accordingly, the Convertible Notes have been classified as a current liability as of June 29, 2014 and December 31, 2013. The determination of whether or not the Convertible Notes are convertible under such circumstances is made each quarter until maturity or conversion. Consequently, the Convertible Notes may not be convertible in one or more future quarters if the common stock price-based contingent conversion threshold is not met in such quarters, in which case the Convertible Notes would again be classified as long-term debt unless another conversion event set forth in the Convertible Notes has occurred. We have elected a net settlement method to satisfy our conversion obligation, under which we may settle the principal amount of the Convertible Notes in cash and settle the excess of the conversion value of the Convertible Notes over the principal amount of the notes in shares; however, cash will be paid in lieu of fractional shares. While we believe we have sufficient liquidity to repay the principal amounts due through a combination of our existing cash on hand and borrowings under our credit facility, our use of these funds could adversely affect our results of operations and liquidity. The classification of the Convertible Notes as a current liability had no impact on our financial covenants.

Our senior credit agreement and the indentures under which we issued our 5.25% senior notes due 2024 and our 6.875% senior subordinated notes due 2019 (collectively, the “senior notes”) contain covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to incur debt, create liens, consolidate, merge or dispose of certain assets, make certain investments, engage in acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements. Our senior credit agreement also requires us to maintain a consolidated leverage ratio of not more than 4.0:1 and a consolidated interest coverage ratio (generally, Consolidated EBITDA to Consolidated Interest Expense, each as defined in the senior credit agreement) of not less than 3.50:1 as of the last day of any period of four consecutive fiscal quarters calculated in accordance with the definitions and methodology set forth in the senior credit agreement. The obligations under the senior credit agreement and the senior notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the senior credit agreement are (subject to certain exceptions and limitations) secured by a pledge on substantially all of the equity interests owned by us and each guarantor.

New Accounting Standards

See Note 2 to the condensed consolidated financial statements included in the report on Form 10-Q for a discussion on recently issued accounting standards, including estimated effects, if any, on our condensed consolidated financial statements.

 

Item 3. Quantitative and Qualitative Disclosures About Market Risk

See the information set forth in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

 

Item 4. Controls and Procedures

(a) Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

(b) Change in Internal Control over Financial Reporting

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No change in our internal control over financial reporting occurred during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 

 

47


 

PART II OTHER INFORMATION

 

Item 1. Legal Proceedings

The Company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, employment and environmental matters. As of June 29, 2014 and December 31, 2013, the Company has recorded reserves of approximately $5 million and $6.8 million, respectively, in connection with such contingencies, representing what it believes to be a better estimate of the cost than any other amount within the range of estimated possible losses that will be incurred to resolve these matters. Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or liquidity. However, in the event of unexpected future developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.

 

Item 1A. Risk Factors

There have been no significant changes in risk factors for the quarter ended June 29, 2014. See the information set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2013.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Not applicable.

 

Item 3. Defaults Upon Senior Securities

Not applicable.

 

Item 5. Other Information

Not applicable.

 

 

 

48


 

Item 6. Exhibits

The following exhibits are filed as part of this report:

 

Exhibit No.

 

 

  

Description

 

*4.1

  

 

  

 

Indenture, dated May 21, 2014, by and among Teleflex Incorporated (the “Company”), the guarantors named therein and Wells Fargo Bank, National Association, as trustee, relating to the Company’s 5.25% Senior Notes due 2024 (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed on May 22, 2014).

 

*4.2

  

 

  

 

Form of 5.25% Senior Notes due 2024 (included in Exhibit 4.1).

 

*4.3

  

 

  

 

Registration Rights Agreement, dated May 21, 2014, by and among the Company, the guarantors named therein and the other parties thereto, relating to the Company’s 5.25% Senior Notes due 2024 (incorporated by reference to Exhibit 4.3 to the Company’s Form 8-K filed on May 22, 2014).

 

 

 

 

 

 

31.1

  

 

  

 

Certification of Chief Executive Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.

 

31.2

 

  

 

  

 

Certification of Chief Financial Officer, pursuant to Rule 13a–14(a) under the Securities Exchange Act of 1934.

 

32.1

 

  

 

  

 

Certification of Chief Executive Officer, pursuant to Rule 13a–14(b) under the Securities Exchange Act of 1934.

 

32.2

 

  

 

  

 

Certification of Chief Financial Officer, pursuant to Rule 13a–14(b) under the Securities Exchange Act of 1934.

 

101.1

 

  

 

  

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended June 29, 2014, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three and six months ended June 29, 2014 and June 30, 2013; (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended June 29, 2014 and June 30, 2013; (iii) the Condensed Consolidated Balance Sheets as of June 29, 2014 and December 31, 2013; (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended June 29, 2014 and June 30, 2013; (v) the Condensed Consolidated Statements of Changes in Equity for the six months ended June 29, 2014 and June 30, 2013; and (vi) Notes to Condensed Consolidated Financial Statements.

 

 

*Each such exhibit has previously been filed with the Securities and Exchange Commission as part of the filing indicated and is incorporated herein by reference.

 

 

 

 

49


 

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

 

 

 

 

 

By:

 

/s/ Benson F. Smith

 

 

 

 

Benson F. Smith
Chairman, President and Chief Executive Officer
(Principal Executive Officer)

 

 

 

 

 

 

 

By:

 

/s/ Thomas E. Powell

 

 

 

 

Thomas E. Powell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

Dated: July 30, 2014

 

50