Form 8-K TELEFLEX INC For: Apr 28
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported) | April 28, 2015 |
TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
Delaware | 1-5353 | 23-1147939 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
550 East Swedesford Road, Suite 400, Wayne, Pennsylvania | 19087 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code | (610) 225-6800 | |
Not applicable |
(Former Name or Former Address, If Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 2.02. Results of Operations and Financial Condition.
On April 30, 2015, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended March 29, 2015. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.
In addition to the financial information included in the Press Release that has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), the Press Release includes certain non-GAAP financial measures. These measures include adjusted diluted earnings per share and constant currency revenue growth. Adjusted diluted earnings per shares excludes, depending on the period presented, (i) the effect of charges associated with our restructuring programs; (ii) losses and other charges, including acquisition and integration costs, charges related to facility consolidations, and charges related to contingent consideration liabilities, net of specified reversals, including a reversal of liabilities related to certain contingent consideration arrangements during the quarter ended March 31, 2014; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; and (v) tax benefits resulting from the resolution of, or expiration of the statute of limitations with respect to, prior years’ tax matters. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares). Constant currency revenue and growth exclude the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The Press Release includes a reconciliation of these non-GAAP financial measures to the most directly comparable GAAP financial measures.
Management believes that these non-GAAP financial measures provide useful information to investors to facilitate the comparison of past and present operations, excluding items that the Company does not believe are indicative of our ongoing operations. In addition, management believes that the calculation of non-GAAP diluted shares is useful to investors because it provides insight into the offsetting economic effect of the convertible note hedge against conversions of the convertible notes. Management uses these financial measures for internal managerial purposes, when publicly providing guidance on possible future results and to assist in our evaluation of period-to-period comparisons. However, such non-GAAP measures should be considered in addition to, not as a substitute for, or superior to other financial measures prepared in accordance with GAAP. Additionally, such non-GAAP financial measures as presented by the Company may not be comparable to similarly titled measures reported by other companies.
The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Appointment of Executive Vice President and Chief Operating Officer
On April 30, 2015, the Company announced that Liam Kelly, previously its Executive Vice President and President, Americas, has been promoted to the position of Executive Vice President and Chief Operating Officer, effective May 1, 2015. In this new role, Mr. Kelly will be responsible for the Company's global commercial strategy as head of the Company's business units in the Americas, Asia Pacific and Europe, Middle East and Africa. Mr. Kelly’s primary focus in this new role will be managing the Company’s sales, marketing and research and development functions, and identifying opportunities for cross business investments and collaboration in these and
other areas. A copy of the press release announcing Mr. Kelly's promotion is filed as Exhibit 99.2 to this Current Report.
In connection with Mr. Kelly's promotion, the Compensation Committee (the "Committee") of the Company's Board of Directors approved an increase in his base salary from $487,888 to $550,000 and an increase in his annual incentive plan target award from 70% of his base salary to 75% of his base salary. The Committee also approved a promotional equity grant to Mr. Kelly under the Company's 2014 Stock Incentive Plan of 7,380 stock options and 722 shares of restricted stock. The options will vest in three equal annual installments beginning one year from the date of grant. The shares of restricted stock will vest in their entirety on the third anniversary of the grant date. In addition, Mr. Kelly will be eligible to receive Company contributions under the Company's deferred compensation plan, pursuant to which the Company will credit Mr. Kelly's deferred compensation plan account with non-elective contributions in an amount equal to five percent of his annual cash compensation, less the maximum matching contribution he is eligible to receive under the Company's 401(k) Plan, and matching contributions with respect to cash amounts deferred by Mr. Kelly into the deferred compensation plan, up to three percent of his annual cash compensation.
The Committee also approved the Company’s entry into new executive severance and change-in-control agreements with Mr. Kelly on substantially similar terms as those set forth in the executive severance and change-in-control agreements currently in place with the Company’s Chief Financial Officer. Descriptions of the material terms of the agreements are set forth in the Company’s 2015 Proxy Statement under the section "Potential Payments Upon Termination or Change of Control." The new agreements will replace the executive severance and change-in-control agreements previously in place between the Company and Mr. Kelly. In addition, in connection with his promotion, Mr. Kelly has agreed to terminate, and release the Company from any further obligations under, his (a) Executive Employment Agreement dated July 30, 2012, and (b) letter agreement with the Company dated as of April 1, 2014, pursuant to which Mr. Kelly was entitled to receive certain on-assignment allowances and reimbursements and certain relocation and income tax equalization benefits in connection with his service as Executive Vice President and President, Americas.
Long-Term Incentive Award for Executive Vice President and Chief Financial Officer
On April 28, 2015, the Committee approved a long-term incentive award for Thomas E. Powell, Executive Vice President and Chief Financial Officer of the Company, under the Company’s 2014 Stock Incentive Plan in recognition of Mr. Powell’s contributions to the Company and the key role he is expected to play in connection with Mr. Kelly’s transition to the newly created position of Executive Vice President and Chief Operating Officer. The award consists of 4,613 stock options, which will vest in three equal annual installments beginning one year from the date of grant, and 451 shares of restricted stock, which will vest on the third anniversary of the date of grant.
Item 7.01. Regulation FD Disclosure.
In connection with the conference call to be held by the Company on April 30, 2015 to discuss its financial results for the quarter ended March 29, 2015, the Company plans to reference a slide presentation, which will be made available in advance of the call through the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.3 to this Current Report.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.3, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 8.01 Other Events.
Redemption of 6.875% Senior Subordinated Notes due 2019
On April 30, 2015, the Company issued a notice of conditional redemption to holders of its outstanding $250,000,000 aggregate principal amount of 6.875% Senior Subordinated Notes due 2019 (the “2019 Notes”). Pursuant to the notice of conditional redemption, the 2019 Notes will be redeemed on June 1, 2015 (the “Redemption Date”) at a redemption price equal to 103.438% of the principal amount of the 2019 Notes plus accrued and unpaid interest to, but not including, the Redemption Date (the “Redemption Price”). The notice of conditional redemption is subject to the condition that the Company is able to borrow funds under its revolving credit agreement on the Redemption Date in an amount sufficient to pay the aggregate Redemption Price on the Redemption Date.
Forward-Looking Statements
This Current Report on Form 8-K and the information provided herein contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 concerning the Company’s redemption of its 6.875% Senior Subordinated Notes due 2019. 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, including 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; our inability to realize savings resulting from restructuring plans and programs at anticipated levels; the impact of recently passed healthcare reform legislation and changes in Medicare, Medicaid and third-party coverage and reimbursements; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; 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 “Risk Factors” in our most recent Annual Report on Form 10-K, as filed with the Securities and Exchange Commission, and as updated by our Quarterly Reports on Form 10-Q and Current Reports on Form 8-K. 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.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Earnings Press Release, dated April 30, 2015
99.2 Press Release, dated April 30, 2015
99.3 Earnings Conference Call Slide Presentation
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 hereunto duly authorized.
Date: April 30, 2015 | TELEFLEX INCORPORATED By: /s/ Benson F. Smith Name: Benson F. Smith Title: Chairman, President and Chief Executive Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Earnings Press Release, dated April 30, 2015 | |
99.2 | Press Release, dated April 30, 2015 | |
99.3 | Earnings Conference Call Slide Presentation | |
Exhibit 99.1
Jake Elguicze Treasurer and Vice President of Investor Relations
610-948-2836
FOR IMMEDIATE RELEASE April 30, 2015
TELEFLEX REPORTS FIRST QUARTER 2015 RESULTS AND REAFFIRMS 2015 GUIDANCE
First Quarter Revenues of $429.4 million, down 2.1% over prior year period; up 5.2% on Constant Currency Basis
First Quarter GAAP Diluted EPS of $0.83, up 7.8% over the prior year period
First Quarter Adjusted Diluted EPS of $1.30, up 6.6% over the prior year period
2015 Constant Currency Revenue and Adjusted Diluted EPS Guidance Reaffirmed
Wayne, PA -- Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced financial results for the first quarter ended March 29, 2015.
First quarter net revenues were $429.4 million, a decrease of 2.1% over the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 5.2% over the year ago quarter.
First quarter GAAP diluted earnings per share from continuing operations increased 7.8% to $0.83, as compared to $0.77 in the prior year period. First quarter adjusted diluted earnings per share from continuing operations increased 6.6% to $1.30, compared to $1.22 in the prior year period.
“2015 is off to a good start from an operating perspective and slightly ahead of our initial expectations,” said Benson Smith, Chairman, President and Chief Executive Officer. “We generated solid, mid-single digit constant currency revenue growth, and continued to expand gross and operating margins. In addition, during the first quarter, the Company achieved a significant milestone in our strategy of advancing minimally invasive surgery with the first laparoscopic procedure using Teleflex’s Percuvance™ Percutaneous Surgical System in a large U.S. hospital system. Based on our first quarter results, Teleflex remains on target to achieve our previously provided constant currency revenue growth and adjusted diluted earnings per share guidance for 2015.”
FIRST QUARTER NET REVENUE BY SEGMENT AND GEOGRAPHY
Vascular North America first quarter net revenues were $67.9 million, an increase of 8.7% compared to the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 9.2% compared to the year ago quarter. The increase in constant currency revenue was largely due to higher sales volume of existing products.
Surgical North America first quarter net revenues were $38.1 million, an increase of 8.0% compared to the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 9.4% compared to the year ago quarter. The increase in constant currency revenue was largely due to price increases, new product sales, MiniLap product sales and higher sales volume of existing products.
Anesthesia/Respiratory North America first quarter net revenues were $55.4 million, an increase of 1.2% compared to the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 1.6% compared to the year ago quarter. The increase in constant currency revenue was largely due to new product sales.
EMEA first quarter net revenues were $129.3 million, a decrease of 14.0% compared to the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 2.2% compared to the year ago quarter. The increase in constant currency revenue was largely due to higher sales volume of existing products and new product sales.
Asia first quarter net revenues were $48.5 million, a decrease of 2.2% compared to the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 7.0% compared to the year ago quarter. The increase in constant currency revenue was largely due to product sales resulting from the acquisitions of Mayo Healthcare Pty Ltd. and Human Medics Co. Ltd., price increases and new product sales, somewhat offset by lower sales volume of existing products.
OEM and Development Services (“OEM”) first quarter net revenues were $34.7 million, an increase of 4.6% compared to the first quarter 2014. Excluding the impact of foreign currency fluctuations, first quarter net revenues increased 8.2% compared to the year ago quarter. The increase in constant currency revenue was largely due to higher sales volume of existing products and new product sales.
Three Months Ended | % Increase/ (Decrease) | |||||||||||||
March 29, 2015 | March 30, 2014 | Constant Currency | Foreign Currency | Total Change | ||||||||||
(Dollars in millions) | ||||||||||||||
Vascular North America | $ | 67.9 | $ | 62.5 | 9.2 | % | (0.5% | ) | 8.7 | % | ||||
Surgical North America | 38.1 | 35.2 | 9.4 | % | (1.4% | ) | 8.0 | % | ||||||
Anesthesia/Respiratory North America | 55.4 | 54.7 | 1.6 | % | (0.4% | ) | 1.2 | % | ||||||
EMEA | 129.3 | 150.2 | 2.2 | % | (16.2% | ) | (14.0% | ) | ||||||
Asia | 48.5 | 49.6 | 7.0 | % | (9.2% | ) | (2.2% | ) | ||||||
OEM | 34.7 | 33.2 | 8.2 | % | (3.6% | ) | 4.6 | % | ||||||
All Other | 55.5 | 53.1 | 6.0 | % | (1.3% | ) | 4.7 | % | ||||||
Total | $ | 429.4 | $ | 438.5 | 5.2 | % | (7.3% | ) | (2.1% | ) | ||||
OTHER FINANCIAL HIGHLIGHTS AND KEY PERFORMANCE METRICS
Depreciation expense, amortization of intangible assets and deferred financing costs for the first three months of 2015 aggregated $29.9 million compared to $31.4 million for the prior year period.
Cash and cash equivalents at March 29, 2015 were $308.8 million compared to $303.2 million at December 31, 2014.
Net accounts receivable at March 29, 2015 were $284.8 million compared to $273.7 million at December 31, 2014.
Net inventories at March 29, 2015 were $338.7 million compared to $335.6 million at December 31, 2014.
Net debt obligations at March 29, 2015 were $825.8 million compared to $801.4 million at December 31, 2014.
2015 OUTLOOK
The Company reaffirmed its full year 2015 financial estimates as follows:
The Company continues to estimate that constant currency revenue growth will be between 4% and 6%. On a GAAP basis, revenues are expected to be flat to down 2% versus the prior year due to the unfavorable impact of foreign currency fluctuations.
The Company also continues to estimate that adjusted diluted earnings per share from continuing operations will be between $6.10 and $6.35, representing an increase of 6.3% to 10.6% over the prior year. Previously, the Company expected foreign currency fluctuations to negatively impact adjusted earnings per share in 2015 by approximately 14%. Our current expectation reflects that foreign currency fluctuations will negatively impact adjusted earnings per share in 2015 by approximately 15%. The Company has updated its full year 2015 GAAP diluted earnings per share from continuing operations range from $4.22 to $4.37 to a range of $4.13 to $4.28.
FORECASTED 2015 CONSTANT CURRENCY REVENUE GROWTH RECONCILIATION
Low | High | |||
Forecasted 2015 GAAP revenue growth | (2 | )% | — | |
Estimated impact of foreign currency fluctuations | 6 | % | 6 | % |
Forecasted 2015 constant currency revenue growth | 4 | % | 6 | % |
FORECASTED 2015 ADJUSTED EARNINGS PER SHARE RECONCILIATION
Low | High | |||||
Diluted earnings per share attributable to common shareholders | $4.13 | $4.28 | ||||
Restructuring, impairment charges and special items, net of tax | $0.90 | $0.95 | ||||
Intangible amortization expense, net of tax | $0.90 | $0.95 | ||||
Amortization of debt discount on convertible notes, net of tax | $0.17 | $0.17 | ||||
Adjusted diluted earnings per share | $6.10 | $6.35 | ||||
CONFERENCE CALL WEBCAST AND ADDITIONAL INFORMATION
As previously announced, Teleflex will comment on its financial results on a conference call to be held today at 8:00 a.m. (ET). The call will be available live and archived on the company’s website at www.teleflex.com and the accompanying presentation will be posted prior to the call. An audio replay will be available until May 7, 2015 at 11:59pm (ET), by calling 888-286-8010 (U.S./Canada) or 617-801-6888 (International), Passcode: 72082025.
ADDITIONAL NOTES
Constant currency revenue growth excludes the impact of translating the results of international subsidiaries at different currency exchange rates from period to period.
Certain financial information is presented on a rounded basis, which may cause minor differences.
Segment results and commentary exclude the impact of discontinued operations.
NOTES ON NON-GAAP FINANCIAL MEASURES
This press release includes certain non-GAAP financial measures, which include:
Adjusted diluted earnings per share. This measure excludes, depending on the period presented (i) the effect of charges associated with our restructuring programs; (ii) losses and other charges, including acquisition and integration costs, charges related to facility consolidations, and charges related to contingent consideration liabilities, net of specified reversals, including a reversal of liabilities related to certain contingent consideration arrangements during the quarter ended March 31, 2014; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; and (v) tax benefits resulting from the resolution of, or expiration of the statute of limitations with respect to, prior years’ tax matters. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares).
Constant currency revenue growth. This measure excludes the impact of translating the results of international subsidiaries at different currency exchange rates from period to period.
Management believes these measures are useful to investors because they eliminate items that do not reflect Teleflex’s day-to-day operations. In addition, management believes that the calculation of non-GAAP diluted shares is useful to investors because it provides insight into the offsetting economic effect of the convertible note hedge against conversions of the convertible notes. Management uses these financial measures for internal managerial purposes, when publicly providing guidance on possible future results, and to assist in our evaluation of period-to-period comparisons. These financial measures are presented in addition to results presented in accordance with generally accepted accounting principles (“GAAP”) and should not be relied upon as a substitute for GAAP financial measures. Tables reconciling historical adjusted diluted earnings per share to historical GAAP earnings per share are set forth below. Tables reconciling constant currency net revenues to GAAP net revenues and reconciling forecasted non-GAAP measures to the most directly comparable forecasted GAAP measures are set forth above.
RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME ITEMS
Dollars in millions, except per share amounts
Quarter Ended – March 29, 2015 | |||||||||||||||||||||||
Cost of goods sold | Selling, general and administrative expenses | Restructuring and other impairment charges | Interest expense, net | Income taxes | Net income (loss) attributable to common shareholders from continuing operations | Diluted earnings per share available to common shareholders | Shares used in calculation of GAAP and adjusted earnings per share | ||||||||||||||||
GAAP Basis | $206.8 | $139.7 | $4.4 | $17.0 | $9.3 | $39.1 | $0.83 | 47,295 | |||||||||||||||
Adjustments | |||||||||||||||||||||||
Restructuring and other impairment charges | — | — | 4.4 | — | 1.6 | 2.8 | $0.06 | — | |||||||||||||||
Losses and other charges (A) | 2.1 | 0.9 | — | — | 0.8 | 2.2 | $0.05 | — | |||||||||||||||
Amortization of debt discount on convertible notes | — | — | — | 3.2 | 1.2 | 2.0 | $0.04 | — | |||||||||||||||
Intangible amortization expense | — | 14.7 | — | — | 3.8 | 11.0 | $0.23 | — | |||||||||||||||
Tax adjustment (B) | — | — | — | — | (0.20) | 0.2 | — | — | |||||||||||||||
Shares due to Teleflex under note hedge (C) | — | — | — | — | — | — | $0.09 | (3,056) | |||||||||||||||
Adjusted basis | $204.7 | $124.0 | — | $13.8 | $16.5 | $57.3 | $1.30 | 44,239 | |||||||||||||||
Quarter Ended – March 30, 2014 | |||||||||||||||||||||||
Cost of goods sold | Selling, general and administrative expenses | Restructuring and other impairment charges | Interest expense, net | Income taxes | Net income (loss) attributable to common shareholders from continuing operations | Diluted earnings per share available to common shareholders | Shares used in calculation of GAAP and adjusted earnings per share | ||||||||||||||||
GAAP Basis | $217.4 | $140.3 | $7.8 | $15.2 | $8.5 | $35.1 | $0.77 | 45,749 | |||||||||||||||
Adjustments | |||||||||||||||||||||||
Restructuring and other impairment charges | — | — | 7.8 | — | 1.1 | 6.7 | $0.15 | — | |||||||||||||||
Losses and other charges (A) | — | (0.10) | — | — | 0.8 | (0.90) | ($0.020 | ) | — | ||||||||||||||
Amortization of debt discount on convertible notes | — | — | — | 3.0 | 1.1 | 1.9 | $0.04 | — | |||||||||||||||
Intangible amortization expense | — | 16.0 | — | — | 5.5 | 10.5 | $0.23 | — | |||||||||||||||
Tax adjustment (B) | — | — | — | — | 0.2 | (0.20) | — | — | |||||||||||||||
Shares due to Teleflex under note hedge (C) | — | — | — | — | — | — | $0.06 | (2,450) | |||||||||||||||
Adjusted basis | $217.4 | $124.4 | — | $12.2 | $17.2 | $53.0 | $1.22 | 43,299 | |||||||||||||||
(A) In 2015, losses and other charges include approximately $1.9 million, net of tax, or $0.04 per share, related to acquisition and integration costs, and charges related to facility consolidations; and approximately $0.3 million, net of tax, or $0.01 per share, related to contingent consideration liabilities. In 2014, losses and other charges include approximately $1.4 million, net of tax, or $0.03 per share, related to acquisition and integration costs; reversals included approximately $2.3 million, net of tax, or ($0.05) per share, related to the reversal of contingent consideration liabilities.
(B) The tax adjustment represents a net benefit resulting from the resolution of, or the expiration of statute of limitations with respect to various prior years’ U.S. federal, state and foreign tax matters.
(C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of our senior subordinated convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares.
RECONCILIATION OF NET DEBT OBLIGATIONS
March 29, 2015 | December 31, 2014 | |||||||
(Dollars in thousands) | ||||||||
Note payable and current portion of long term borrowings | $ | 401,565 | $ | 368,401 | ||||
Long term borrowings | 700,000 | 700,000 | ||||||
Unamortized debt discount | 32,981 | 36,197 | ||||||
Total debt obligations | 1,134,546 | 1,104,598 | ||||||
Less: cash and cash equivalents | 308,759 | 303,236 | ||||||
Net debt obligations | $ | 825,787 | $ | 801,362 | ||||
ABOUT TELEFLEX INCORPORATED
Teleflex is a leading global provider of specialty medical devices for a range of procedures in critical care and surgery. Our mission is to provide solutions that enable healthcare providers to improve outcomes and enhance patient and provider safety. Headquartered in Wayne, PA, Teleflex employs approximately 12,200 people and serves healthcare providers worldwide. For additional information about Teleflex please refer to www.teleflex.com.
CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including, but not limited to, forecasted 2015 GAAP and constant currency revenue growth and GAAP and adjusted diluted earnings per share. Actual results could differ materially from those in the forward-looking statements due to, among other things, conditions in the end markets we serve, customer reaction to new products and programs, our ability to achieve sales growth, price increases or cost reductions; changes in the reimbursement practices of third party payors; our ability to realize efficiencies and to execute on our strategic initiatives; changes in material costs and surcharges; market acceptance and unanticipated difficulties in connection with the introduction of new products and product line extensions; product recalls; unanticipated difficulties in connection with the consolidation of manufacturing and administrative functions, including as a result of difficulties with various employees, labor representatives or regulators; the loss of skilled employees in connection with such initiatives; unanticipated difficulties, expenditures and delays in complying with government regulations applicable to our businesses; the impact of government healthcare reform legislation; our ability to meet our debt obligations; changes in general and international economic conditions including fluctuations in foreign currency exchange rates; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K for the year ended December 31, 2014.
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | ||||||
March 29, 2015 | March 30, 2014 | |||||
(Dollars and shares in thousands, except per share) | ||||||
Net revenues | $ | 429,430 | $ | 438,546 | ||
Cost of goods sold | 206,793 | 217,387 | ||||
Gross profit | 222,637 | 221,159 | ||||
Selling, general and administrative expenses | 139,697 | 140,297 | ||||
Research and development expenses | 12,884 | 14,062 | ||||
Restructuring and other impairment charges | 4,448 | 7,780 | ||||
Income from continuing operations before interest and taxes | 65,608 | 59,020 | ||||
Interest expense | 17,172 | 15,404 | ||||
Interest income | (169) | (187) | ||||
Income from continuing operations before taxes | 48,605 | 43,803 | ||||
Taxes on income from continuing operations | 9,332 | 8,534 | ||||
Income from continuing operations | 39,273 | 35,269 | ||||
Operating loss from discontinued operations | (499) | (25) | ||||
Taxes on loss from discontinued operations | 204 | 100 | ||||
Loss from discontinued operations | (703) | (125) | ||||
Net income | 38,570 | 35,144 | ||||
Less: Income from continuing operations attributable to noncontrolling interest | 218 | 186 | ||||
Net income attributable to common shareholders | $ | 38,352 | $ | 34,958 | ||
Earnings per share available to common shareholders: | ||||||
Basic: | ||||||
Income from continuing operations | $ | 0.94 | $ | 0.85 | ||
Loss from discontinued operations | (0.02) | — | ||||
Net income | $ | 0.92 | $ | 0.85 | ||
Diluted: | ||||||
Income from continuing operations | $ | 0.83 | $ | 0.77 | ||
Loss from discontinued operations | (0.02) | (0.01) | ||||
Net income | $ | 0.81 | $ | 0.76 | ||
Dividends per share | $ | 0.34 | $ | 0.34 | ||
Weighted average common shares outstanding: | ||||||
Basic | 41,469 | 41,262 | ||||
Diluted | 47,295 | 45,749 | ||||
Amounts attributable to common shareholders: | ||||||
Income from continuing operations, net of tax | $ | 39,055 | $ | 35,083 | ||
Loss from discontinued operations, net of tax | (703) | (125) | ||||
Net income | $ | 38,352 | $ | 34,958 | ||
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
March 29, 2015 | December 31, 2014 | ||||
(Dollars in thousands) | |||||
ASSETS | |||||
Current assets | |||||
Cash and cash equivalents | $ | 308,759 | $ | 303,236 | |
Accounts receivable, net | 284,827 | 273,704 | |||
Inventories, net | 338,736 | 335,593 | |||
Prepaid expenses and other current assets | 40,935 | 35,697 | |||
Prepaid taxes | 33,993 | 40,256 | |||
Deferred tax assets | 56,562 | 57,301 | |||
Assets held for sale | 6,959 | 7,422 | |||
Total current assets | 1,070,771 | 1,053,209 | |||
Property, plant and equipment, net | 310,106 | 317,435 | |||
Goodwill | 1,293,506 | 1,323,553 | |||
Intangible assets, net | 1,183,549 | 1,216,720 | |||
Investments in affiliates | 734 | 1,150 | |||
Deferred tax assets | 1,119 | 1,178 | |||
Other assets | 63,810 | 64,010 | |||
Total assets | $ | 3,923,595 | $ | 3,977,255 | |
LIABILITIES AND EQUITY | |||||
Current liabilities | |||||
Current borrowings | $ | 401,565 | $ | 368,401 | |
Accounts payable | 75,310 | 64,100 | |||
Accrued expenses | 71,905 | 72,383 | |||
Current portion of contingent consideration | 7,462 | 11,276 | |||
Payroll and benefit-related liabilities | 66,324 | 85,442 | |||
Accrued interest | 12,855 | 9,169 | |||
Income taxes payable | 17,558 | 13,768 | |||
Other current liabilities | 11,446 | 10,360 | |||
Total current liabilities | 664,425 | 634,899 | |||
Long-term borrowings | 700,000 | 700,000 | |||
Deferred tax liabilities | 426,768 | 451,541 | |||
Pension and postretirement benefit liabilities | 162,595 | 167,241 | |||
Noncurrent liability for uncertain tax positions | 49,334 | 50,884 | |||
Other liabilities | 59,871 | 58,991 | |||
Total liabilities | 2,062,993 | 2,063,556 | |||
Commitments and contingencies | |||||
Total common shareholders’ equity | 1,857,933 | 1,911,309 | |||
Noncontrolling interest | 2,669 | 2,390 | |||
Total equity | 1,860,602 | 1,913,699 | |||
Total liabilities and equity | $ | 3,923,595 | $ | 3,977,255 | |
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended | |||||||
March 29, 2015 | March 30, 2014 | ||||||
(Dollars in thousands) | |||||||
Cash Flows from Operating Activities of Continuing Operations: | |||||||
Net income | $ | 38,570 | $ | 35,144 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Loss from discontinued operations | 703 | 125 | |||||
Depreciation expense | 10,915 | 11,580 | |||||
Amortization expense of intangible assets | 14,740 | 16,019 | |||||
Amortization expense of deferred financing costs and debt discount | 4,195 | 3,814 | |||||
Changes in contingent consideration | 382 | (2,371) | |||||
Stock-based compensation | 3,832 | 3,074 | |||||
Deferred income taxes, net | 1,085 | 3,515 | |||||
Other | (4,294) | (3,105) | |||||
Changes in operating assets and liabilities, net of effects of acquisitions and disposals: | |||||||
Accounts receivable | (21,906) | 5,966 | |||||
Inventories | (14,578) | (7,473) | |||||
Prepaid expenses and other current assets | (4,756) | (6,027) | |||||
Accounts payable and accrued expenses | 3,819 | (16,129) | |||||
Income taxes receivable and payable, net | 9,651 | (2,214) | |||||
Net cash provided by operating activities from continuing operations | 42,358 | 41,918 | |||||
Cash Flows from Investing Activities of Continuing Operations: | |||||||
Expenditures for property, plant and equipment | (14,445) | (12,109) | |||||
Proceeds from sale of assets and investments | — | 1,669 | |||||
Payments for businesses and intangibles acquired, net of cash acquired | (7,375) | (28,991) | |||||
Investment in affiliates | — | (60) | |||||
Net cash used in investing activities from continuing operations | (21,820) | (39,491) | |||||
Cash Flows from Financing Activities of Continuing Operations: | |||||||
Proceeds from long-term borrowings | 30,000 | — | |||||
Repayment of long-term borrowings | (52) | — | |||||
Debt extinguishment, issuance and amendment fees | — | (90) | |||||
Net proceeds from share based compensation plans and the related tax impacts | (289) | 323 | |||||
Payments for contingent consideration | (3,989) | — | |||||
Dividends | (14,118) | (14,051) | |||||
Net cash provided by (used in) financing activities from continuing operations | 11,552 | (13,818) | |||||
Cash Flows from Discontinued Operations: | |||||||
Net cash used in operating activities | (1,126) | (1,167) | |||||
Net cash used in discontinued operations | (1,126) | (1,167) | |||||
Effect of exchange rate changes on cash and cash equivalents | (25,441) | 2,223 | |||||
Net decrease in cash and cash equivalents | 5,523 | (10,335) | |||||
Cash and cash equivalents at the beginning of the period | 303,236 | 431,984 | |||||
Cash and cash equivalents at the end of the period | $ | 308,759 | $ | 421,649 | |||
Exhibit 99.2
FOR IMMEDIATE RELEASE April 30, 2015 | |
Teleflex Promotes Liam Kelly to Executive Vice President and Chief Operating Officer
WAYNE, PA -- Teleflex Incorporated (NYSE: TFX), a leading global provider of medical devices for critical care and surgery, today announced the promotion of Liam Kelly to the newly created role of Chief Operating Officer. Mr. Kelly was Executive Vice President and President of the Americas and has been in executive roles with increasing responsibilities since joining Teleflex in 2009. Prior to being named President of the Americas in early 2014, Mr. Kelly was Executive Vice President and President of the International operations. Prior to joining Teleflex, Mr. Kelly held various senior level positions at a global medical device company from 2002 to 2009.
In his new role, Mr. Kelly will be responsible for the global commercial strategy of the Company as head of the Americas, Asia Pacific and Europe, Middle East and Africa regions. Mr. Kelly’s primary focus in this new role will be managing the Company’s sales, marketing and research and development functions, and identifying opportunities for cross business investments and collaboration in these and other areas.
In announcing the promotion, Benson Smith, Chief Executive Officer, said “We are pleased to announce Liam’s promotion to the newly created position of Chief Operating Officer of Teleflex. As our industry continues to evolve Teleflex is committed to being at the forefront in organizational efficiency. Given his industry experience and significant accomplishments in his six years at Teleflex, Liam is the perfect leader for this position. He is a genuine reflection of our belief in cultivating leadership from our strong internal senior management team.”
About Teleflex Incorporated
Teleflex is a leading global provider of specialty medical devices for a range of procedures in critical care and surgery. Our mission is to provide solutions that enable healthcare providers to improve outcomes and enhance patient and provider safety. Headquartered in Wayne, PA, Teleflex employs approximately 12,200 people and serves healthcare providers worldwide. For additional information about Teleflex please refer to www.teleflex.com.
Forward-Looking Statements
Any statements contained in this press release that do not describe historical facts may constitute forward-looking statements. Any forward-looking statements contained herein are based on our management's current beliefs and expectations, but are subject to a number of risks, uncertainties and changes in circumstances, which may cause actual results or company actions to differ materially from what is expressed or implied by these statements. These risks and uncertainties are identified and described in more detail in our filings with the Securities and Exchange Commission, including our Annual Report on Form 10-K.
# # #
1 TELEFLEX INCORPORATED FIRST QUARTER 2015 EARNINGS CONFERENCE CALL 1 Exhibit 99.3
Conference Call Logistics The release, accompanying slides, and replay webcast are available online at www.teleflex.com (click on “Investors”) Telephone replay available by dialing 888-286-8010 or for international calls, 617- 801-6888, pass code number 72082025 2
Introductions Benson Smith Chairman, President and CEO Liam Kelly Executive Vice President and COO 3 Jake Elguicze Treasurer and Vice President of Investor Relations Thomas Powell Executive Vice President and CFO
Forward-Looking Statements/Non-GAAP Financial Measures This presentation and our discussion contain forward-looking information and statements including, but not limited to, our expectations regarding the timing for completion of, and annual savings expected to be realized from, our manufacturing footprint realignment plan and our 2015 restructuring plan; forecasted 2015 constant currency revenue growth, adjusted gross and operating margins and adjusted earnings per share; and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward–looking statements. These risks and uncertainties are addressed in the Company’s SEC filings, including its most recent Form 10-K. This presentation includes the following non-GAAP financial measures: • Adjusted diluted earnings per share. This measure excludes, depending on the period presented (i) the effect of charges associated with our restructuring programs; (ii) losses and other charges, including acquisition and integration costs, charges related to facility consolidations, and charges related to contingent consideration liabilities, net of specified reversals, including a reversal of liabilities related to certain contingent consideration arrangements during the quarter ended March 31, 2014; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; and (v) tax benefits resulting from the resolution of, or expiration of the statute of limitations with respect to, prior years’ tax matters. In addition, the calculation of diluted shares within adjusted earnings per share gives effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of the Company’s senior subordinated convertible notes (under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares). • Constant currency revenue growth. This measure excludes the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. • Adjusted gross margin. This measure excludes, depending on the period presented, certain losses, other charges and charge reversals, primarily related to acquisition and integration costs and charges related to facility consolidations. • Adjusted operating margin. This measure excludes, depending on the period presented, (i) the impact of restructuring and other impairment charges; (ii) losses, other charges and charge reversals primarily related to acquisition and integration costs, facility consolidation charges, contingent consideration liabilities and, for 2014, the reversal of contingent consideration liabilities. • Adjusted tax rate. This measure is the percentage of the Company’s adjusted taxes on income from continuing operations to its adjusted income from continuing operations before taxes. Adjusted taxes on income from continuing operations excludes, depending on the period presented, the impact of tax benefits or costs associated with (i) restructuring and impairment charges, (ii) amortization of the debt discount on the Company’s convertible notes, (iii) intangible amortization expense, (iv) the resolution of, or expiration of statutes of limitations with respect to, various prior years’ tax matters and (v) losses and other charges primarily related to related to acquisition and integration costs, facility consolidation charges, charges related to contingent consideration liabilities and, for 2014, the reversal of contingent consideration liabilities. Reconciliation of these non-GAAP financial measures to the most comparable GAAP measures is contained within this presentation. Unless otherwise noted, the following slides reflect continuing operations. 4
5 EXECUTIVE SUMMARY 5
Executive Summary First quarter revenue of $429.4 million • Down 2.1% vs. prior year period on an as-reported basis • Up 5.2% vs. prior year period on a constant currency basis Adjusted EPS of $1.30, up 6.6% vs. prior year period Manufacturing footprint realignment plan on-track • Involves consolidation of operations and a related reduction in workforce • Expected to be substantially complete by end of 2017 • Expect to achieve annualized savings of approximately $28 to $35 million once the plan is fully implemented, and currently expect to realize plan-related savings beginning in 2015 6
Executive Summary 2015 restructuring initiatives • Initiated programs associated with segment realignment and consolidation of certain facilities in North America • Expected to be substantially complete by the end of 2017 • Expect to achieve annualized savings of approximately $12 million to $14 million once programs have been fully implemented, and currently expect to realize savings related to these programs beginning in 2015 Re-affirming 2015 financial guidance • Constant currency revenue growth of between 4% to 6% • Adjusted earnings per share of between $6.10 and $6.35 Promoted Liam Kelly to Executive Vice President and Chief Operating Officer 7
8 FIRST QUARTER PRODUCT LINE AND GEOGRAPHIC REVENUE REVIEW 8
First Quarter Highlights First quarter 2015 constant currency revenue growth of 5.2% • 124 bps improvement in sales volume of core products • Vidacare contributes 132 bps of constant currency growth • 126 bps improvement resulting from introduction of new products • Core product pricing drives 19 bps of year-over-year revenue growth Contribution from Mini-Lap acquisition and distributor conversions added 118 bps of constant currency revenue growth 9
Segment Revenue Review Q1’15 Vascular N.A.: $67.9 million, up 9.2% Anesthesia/Respiratory N.A.: $55.4 million, up 1.6% Surgical N.A.: $38.1 million, up 9.4% EMEA: $129.3 million, up 2.2% Asia: $48.5 million, up 7.0% OEM: $34.7 million, up 8.2% All Other: $55.5 million, up 6.0% Note: Increases and decreases in revenue referred to above are as compared to results for the first quarter of 2014. 10 Constant Currency Revenue Commentary Q1’14
Group Purchasing Organization and IDN Review Group Purchasing Organization Update • 2 new agreements • 6 renewed agreements IDN Update • 2 new agreements 11 Track record of expansion of contractual agreements continues in Q1’15
12 FIRST QUARTER NEW PRODUCT INTRODUCTIONS AND REGULATORY APPROVALS 12
Pressure-injectable ARROW® PICCs with Chlorag+ard® Technology are the world’s first FDA- cleared central venous catheters to significantly reduce the risk of central line-associated bloodstream infections and PICC-related vessel thrombosis, compared to traditional uncoated catheters. They are also the only PICCs in the IV catheter marketplace that have received FDA 510(k) clearance for both broad-spectrum antimicrobial and antithrombogenic protection. World’s first FDA cleared antimicrobial and antithrombogenic PICC now available in complete portfolio of single-, double- and triple-lumen formats and related kits. PRODUCT DESCRIPTION 13 New Product Introductions and Regulatory Approvals Triple-Lumen ARROW® PICC with Chlorag+ard® Technology
Rusch® Airtraq™ Avant™ Video Laryngoscope System provides improved visibility for intubating pre-hospital patients where overcoming challenging patient positioning and difficult airways is vital. The system provides an affordable per-use option with single-use disposable blades. The addition of a snap-on video camera (sold separately) provides a rotating screen, recording capability, and multiple display options, including viewing via a smartphone. PRODUCT DESCRIPTION 14 New Product Introductions and Regulatory Approvals Rusch® Airtraq™ Avant™ Video Laryngoscope System
Percuvance™ Percutaneous Surgical System is intended to manipulate tissue and includes components that introduce a variety of instrument configurations into the abdominal cavity and requires a smaller incision site than traditional laparoscopic surgery. It offers a reusable handle that is compatible with interchangeable instrument tips, which include graspers, scissors and dissectors. Unlike other laparoscopic devices, the Percuvance™ System affords a percutaneous insertion into the patient without the use of a trocar. It is indicated for the means to penetrate soft tissue to access certain areas of the abdomen and used to grasp, hold and manipulate tissue during laparoscopic surgery. PRODUCT DESCRIPTION 15 New Product Introductions and Regulatory Approvals Percuvance™ Percutaneous Surgical System PRODUCT UPDATE Percuvance™ Percutaneous Surgical System was percutaneously inserted into a human for the first time in a procedure at a large U.S. hospital system.
16 ACQUISITION UPDATE 16
Acquisition Update Acquired Truphatek • Private Israeli company established in 1993 with a broad range of disposable and reusable laryngoscope devices • Teleflex was Truphatek’s primary distributor of laryngoscopes in the U.S. and acquisition positions Teleflex to de-layer supply chain in U.S. market and strengthens O.U.S. competitive position • Accretive, all-cash transaction completed in April 2015 17
Acquisition Update Acquired Trintris Medical, Inc. • Private company OEM for balloons and catheters • Balloon forming and attaching capability complements existing catheter business and fills product gap • Accretive, all-cash transaction completed in March 2015 18
19 FIRST QUARTER 2015 FINANCIAL REVIEW 19
Financial Results Revenue of $429.4 million • Down 2.1% vs. prior year period on an as-reported basis • Up 5.2% vs. prior year period on a constant currency basis Adjusted gross margin of 52.3%, up 190 bps vs. prior year period Adjusted operating margin of 20.5%, up 160 bps vs. prior year period Adjusted tax rate of 22.3%, down 220 bps vs. prior year period Adjusted EPS of $1.30, up 6.6% vs. prior year period Cash flow from operations of $42.4 million, in-line with prior year period 20
21 2015 FINANCIAL OUTLOOK 21
22 Constant currency revenue growth expected to be between 4% and 6% Adjusted Gross margin anticipated to be 53.0% to 54.0%, an improvement of 150bps to 250bps vs. prior year Adjusted operating margin expected to be between 22.0% and 22.5% Adjusted earnings per share anticipated to be between $6.10 and $6.35 per share 2015 Financial Outlook
23 QUESTION & ANSWER 23
24 APPENDICES 24
Appendix A – Reconciliation of Constant Currency Revenue Growth Dollars in Millions 25 March 29, 2015 March 30, 2014 Constant Currency Currency Total Vascular North America 67.9$ 62.5$ 9.2% (0.5%) 8.7% Anesthesia/Respiratory North America 55.4 54.7 1.6% (0.4%) 1.2% Surgical North America 38.1 35.2 9.4% (1.4%) 8.0% EMEA 129.3 150.2 2.2% (16.2%) (14.0%) Asia 48.5 49.6 7.0% (9.2%) (2.2%) OEM 34.7 33.2 8.2% (3.6%) 4.6% All Other 55.5 53.1 6.0% (1.3%) 4.7% Net Revenues 429.4$ 438.5$ 5.2% (7.3%) (2.1%) Three Months Ended % Increase / (Decrease)
Appendix B – Reconciliation of Revenue Growth Dollars in Millions 26 1: amount is comprised of incremental price on existing products and the sale of new products of $1.6 million and $3.6 million, respectively, both of which are a result of the businesses acquired. % Basis Points Three Months Ended March 30, 2014 Revenue As-Reported $438.5 Foreign Currency (31.8) -7.3% (726) Sales Volume Core Products 5.4 1.2% 124 Vidacare 5.8 1.3% 132 New Product Sales 5.5 1.3% 126 Core Product Pricing 0.8 0.2% 19 Mini-Lap and Distributor to Direct Conversions 1 5.2 1.2% 118 Three Months Ended March 29, 2015 Revenue As-Reported $429.4 -2.1% (208) Year-over-year growth
27 Appendix C – Reconciliation of Adjusted Gross Profit and Margin March 29, 2015 March 30, 2014 Teleflex gross profit as-reported 222,637$ 221,159$ Teleflex gross margin as-reported 51.8% 50.4% Losses, other charges and charge reversals (A) 2,124 - Adjusted Teleflex gross profit 224,761$ 221,159$ Adjusted Teleflex gross margin 52.3% 50.4% Teleflex revenue as-reported 429,430$ 438,546$ $ thousands Three Months Ended A: In 2015 losses, other charges and charge reversals primarily relate to acquisition and integration costs, and charges related to facility consolidations.
28 Appendix D – Reconciliation of Adjusted Operating Profit and Margin March 29, 2015 March 30, 2014 Teleflex income from continuing operations before interest and taxes 65,608$ 59,020$ Teleflex income from continuing operations before interest and taxes margin 15.3% 13.5% Restructuring and other impairment charges 4,448 7,780 Losses, other charges and charge reversals (A) 3,037 (106) Intangible amortization expense 14,740 16,019 Adjusted Teleflex income from continuing operations before interest, taxes and intangible amortization expense 87,833$ 82,713$ Adjusted Teleflex income from continuing operations before interest, taxes and intangible amortization expense margin 20.5% 18.9% Teleflex revenue as-reported 429,430$ 438,546$ $ thousands Three Months Ended A: In 2015, losses, other charges and charge reversals primarily relate to acquisition and integration costs; charges related to facility consolidations; and charges related to contingent consideration liabilities. In 2014, losses, other charges and charge reversals primarily relate to acquisition and integration costs; and the reversal of contingent consideration liabilities.
Appendix E – Reconciliation of Adjusted EPS from Continuing Operations Quarter Ended – March 29, 2015 Dollars in millions, except per share data 29 Cost of goods sold Selling, general and administrative expenses Restructuring and other impairment charges Interest expense, net Income taxes Net income (loss) attributable to common shareholders from continuing operations Diluted earnings per share available to common shareholders Shares used in calculation of GAAP and adjusted earnings per share GAAP Basis $206.8 $139.7 $4.4 $17.0 $9.3 $39.1 $0.83 47,295 Adjustments Restructuring and other impairment charges Losses and other charges (A) Amortization of debt discount on convertible notes Intangible amortization expense — 14.7 — — 3.8 11.0 $0.23 — Tax adjustment (B) — — — — (0.2) 0.2 — — Shares due to Teleflex under note hedge (C) Adjusted basis $204.7 $124.0 — $13.8 $16.5 $57.3 $1.30 44,239 — — 4.4 — 1.6 2.8 $0.06 — 2.1 0.9 — — 0.8 2.2 $0.05 — — $0.09 (3,056) — — — 3.2 1.2 2.0 (A) In 2015, losses and other charges include approximately $1.9 million, net of tax, or $0.04 per share, related to acquisition and integration costs, and charges related to facility consolidations; approximately $0.3 million, net of tax, or $0.01 per share, related to contingent consideration liabilities. (B) The tax adjustment represents a net benefit resulting from the resolution of, or the expiration of statute of limitations with respect to various prior years’ U.S. federal, state and foreign tax matters. (C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of our senior subordinated convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares. $0.04 — — — — — —
Appendix F – Reconciliation of Adjusted EPS from Continuing Operations Quarter Ended – March 30, 2014 Dollars in millions, except per share data 30 Cost of goods sold Selling, general and administrative expenses Restructuring and other impairment charges Interest expense, net Income taxes Net income (loss) attributable to common shareholders from continuing operations Diluted earnings per share available to common shareholders Shares used in calculation of GAAP and adjusted earnings per share GAAP Basis $217.4 $140.3 $7.8 $15.2 $8.5 $35.1 $0.77 45,749 Adjustments Restructuring and other impairment charges Losses and other charges (A) Amortization of debt discount on convertible notes Intangible amortization expense — 16.0 — — 5.5 10.5 $0.23 — Tax adjustment (B) — — — — 0.2 (0.2) — — Shares due to Teleflex under note hedge (C) Adjusted basis $217.4 $124.4 — $12.2 $17.2 $53.0 $1.22 43,299 (C) Adjusted diluted shares are calculated by giving effect to the anti-dilutive impact of the Company’s convertible note hedge agreements, which reduce the potential economic dilution that otherwise would occur upon conversion of our senior subordinated convertible notes. Under GAAP, the anti-dilutive impact of the convertible note hedge agreements is not reflected in diluted shares. (A) In 2014, losses and other charges include approximately ($2.3) million, net of tax, or ($0.05) per share, related to the reversal of contingent consideration liabilities; and approximately $1.4 million, net of tax, or $0.03 per share, related to acquisition and integration costs. $0.04 — — — — — — — $0.06 (2,450)— 1.9 (B) The tax adjustment represents a net benefit resulting from the resolution of, or the expiration of statute of limitations with respect to various prior years’ U.S. federal, state and foreign tax matters. — — 3.0 1.1 $0.15 — — (0.1) — — 0.8 (0.9) ($0.02) — — — 7.8 — 1.1 6.7
31 Appendix G – Reconciliation of Adjusted Tax Rate Dollars in Thousands Three Months Ended March 29, 2015 Income from continuing operations before taxes Taxes on income from continuing operations Tax rate GAAP basis $48,605 $9,332 19.2% Restructuring and impairment charges 4,448 1,613 Losses, other charges and charge reversals (A) 3,037 805 Amortization of debt discount on convertible notes 3,211 1,171 Intangible amortization expense 14,740 3,761 Tax adjustment (B) 0 (162) Adjusted basis $74,041 $16,520 22.3% Three Months Ended March 30, 2014 GAAP basis $43,803 $8,534 19.5% Restructuring and impairment charges 7,780 1,072 Losses, other charges and charge reversals (A) (106) 819 Amortization of debt discount on convertible notes 2,974 1,086 Intangible amortization expense 16,019 5,533 Tax adjustment (B) 0 203 Adjusted basis $70,470 $17,247 24.5% (A) In 2015, losses, other charges and charge reversals primarily relate to acquisition and integration costs; charges related to facility consolidations; and charges related to contingent consideration liabilities. In 2014, losses, other charges and charge reversals primarily relate to acquisition and integration costs; and the reversal of contingent consideration liabilities. (B) The tax adjustment represents a net benefit resulting from the resolution of, or the expiration of statute of limitations w ith respect to various prior years’ U.S. federal, state and foreign tax matters.
Appendix H – Reconciliation of 2015 Constant Currency Revenue Growth Guidance 32 Low High Forecasted GAAP Revenue Growth (2%) ─ Estimated impact of foreign currency fluctuations 6% 6% Forecasted Constant Currency Revenue Growth 4% 6%
Appendix I – Reconciliation of 2015 Adjusted Gross Margin Guidance 33 Note: In 2015, losses, other charges and charge reversals relate to expenses associated with the Restructuring Plan approved by the Board of Directors on April 28, 2014. Low High GAAP Gross Margin 52.35% 53.10% Losses, other charges and charge reversals 0.65% 0.90% Adjusted Gross Margin 53.00% 54.00%
Appendix J – Reconciliation of 2015 Adjusted Operating Margin Guidance 34 Note: In 2015, losses, other charges and charge reversals include expenses associated with the Restructuring Plan approved by the Board of Directors on April 28, 2014; acquisition and integration costs, and charges related to facility consolidations; and the reversal of contingent consideration liabilities. Low High GAAP Operating Margin 18.00% 18.15% Losses, other charges and charge reversals 0.75% 1.00% Intangible amortization expense 3.25% 3.35% Adjusted Operating Margin 22.00% 22.50%
Appendix K – Reconciliation of 2015 Adjusted Earnings per Share Guidance 35 Low High Diluted earnings per share attributable to common shareholders $4.13 $4.28 Restructuring, impairment charges and special items, net of tax $0.90 $0.95 Intangible amortization expense, net of tax $0.90 $0.95 Amortization of debt discount on convertible notes, net of tax $0.17 $0.17 Adjusted diluted earnings per share $6.10 $6.35