Form 8-K TELEFLEX INC For: Oct 29
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) | October 29, 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 October 29, 2015, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended September 27, 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) restructuring and impairment charges; (ii) certain losses and other charges, including acquisition and integration costs, charges related to facility consolidations, net of specified reversals, including a reversal of liabilities related to certain contingent consideration arrangements and a reversal related to a litigation verdict against the Company with respect to a non-operating joint venture; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; (v) loss on extinguishment of debt; and (vi) 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 7.01. Regulation FD Disclosure.
In connection with the conference call to be held by the Company on October 29, 2015 to discuss its financial results for the quarter ended September 27, 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 99.2 to this Current Report.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.2, 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 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Earnings Press Release, dated October 29, 2015
99.2 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: October 29, 2015 | TELEFLEX INCORPORATED By: /s/ Thomas E. Powell Name: Thomas E. Powell Title: Executive Vice President and Chief Financial Officer |
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Earnings Press Release, dated October 29, 2015 | |
99.2 | Earnings Conference Call Slide Presentation | |
Exhibit 99.1
Jake Elguicze Treasurer and Vice President of Investor Relations
610-948-2836
FOR IMMEDIATE RELEASE October 29, 2015
TELEFLEX REPORTS THIRD QUARTER 2015 RESULTS
Third Quarter Revenues of $443.7 million, Down 2.9% Versus Prior Year Period; Up 4.2% on Constant Currency Basis
Third Quarter GAAP Diluted EPS of $1.27, Up 7.6% Over the Prior Year Period
Third Quarter Adjusted Diluted EPS of $1.60, up 1.9%, Including the Unfavorable Impact From Foreign Currency of Approximately 17%
2015 Guidance Range for Constant Currency Revenue Growth Narrowed From a Range of 4.0% to 6.0% to a Range of 4.7% to 5.5%
2015 Guidance Range for Adjusted Diluted EPS Narrowed From a Range of $6.10 to $6.35 to a Range of $6.20 to $6.30
Wayne, PA -- Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced financial results for the third quarter ended September 27, 2015.
Third quarter net revenues were $443.7 million, a decrease of 2.9% over the third quarter 2014. Excluding the impact of foreign currency fluctuations, third quarter net revenues increased 4.2% over the year ago quarter.
Third quarter GAAP diluted earnings per share from continuing operations increased 7.6% to $1.27, as compared to $1.18 in the prior year period. Third quarter adjusted diluted earnings per share from continuing operations increased 1.9% to $1.60, compared to $1.57 in the prior year period.
“During the third quarter of 2015, Teleflex's North American business units continued their strong performance," said Benson Smith, Chairman, President and Chief Executive Officer. "The investments we have been making in our key North American strategic business units are yielding returns, as our revenue growth was broad-based, and included volume growth of over 3%, increased revenue from new product introductions of approximately 1%, and the contribution from improved pricing and recently completed acquisitions, which together total approximately 1.5%. In addition to North American strength, constant currency revenue growth in Asia returned to double-digit levels. However, our top-line performance this quarter was adversely affected by a year-over-year revenue decline in Latin America due to macroeconomic factors impacting the region."
Added Smith, "In addition, despite softness in Latin America and significant foreign currency headwinds, the Company continued to grow adjusted earnings per share thanks to operational initiatives and a reduction in our tax rate. Looking forward, we anticipate a strong close to the year from the perspective of constant currency revenue growth and adjusted earnings per share, as our facility footprint restructuring remains on track."
THIRD QUARTER NET REVENUE BY SEGMENT AND GEOGRAPHY
Vascular North America third quarter net revenues were $82.6 million, an increase of 7.8% compared to the third quarter 2014. Excluding the impact of foreign currency fluctuations, third quarter net revenues
increased 8.6% 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 third quarter net revenues were $39.6 million, an increase of 9.6% compared to the third quarter 2014. Excluding the impact of foreign currency fluctuations, third quarter net revenues increased 11.1% compared to the year ago quarter. The increase in constant currency revenue was largely due to product sales resulting from acquisitions, an increase in new product sales, price increases and higher sales volume of existing products.
Anesthesia North America third quarter net revenues were $47.6 million, an increase of 0.9% compared to the third quarter 2014. Excluding the impact of foreign currency fluctuations, third 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 third quarter net revenues were $120.9 million, a decrease of 14.4% compared to the third quarter 2014. Excluding the impact of foreign currency fluctuations, third quarter net revenues increased 1.1% compared to the year ago quarter. The increase in constant currency revenue was largely due to new product sales.
Asia third quarter net revenues were $61.9 million, a decrease of 0.2% compared to the third quarter 2014. Excluding the impact of foreign currency fluctuations, third quarter net revenues increased 11.3% compared to the year ago quarter. The increase in constant currency revenue was largely due to price increases, product sales resulting from acquisitions and higher sales volume of existing products.
OEM and Development Services (“OEM”) third quarter net revenues were $39.0 million, a decrease of 0.6% compared to the third quarter 2014. Excluding the impact of foreign currency fluctuations, third quarter net revenues increased 2.5% compared to the year ago quarter. The increase in constant currency revenue was largely due to an increase in new product sales.
Three Months Ended | % Increase/ (Decrease) | |||||||||||||
September 27, 2015 | September 28, 2014 | Constant Currency | Foreign Currency | Total Change | ||||||||||
(Dollars in millions) | ||||||||||||||
Vascular North America | $ | 82.6 | $ | 76.7 | 8.6 | % | (0.8 | %) | 7.8 | % | ||||
Surgical North America | 39.6 | 36.1 | 11.1 | % | (1.5 | %) | 9.6 | % | ||||||
Anesthesia North America | 47.6 | 47.2 | 1.6 | % | (0.7 | %) | 0.9 | % | ||||||
EMEA | 120.9 | 141.2 | 1.1 | % | (15.5 | %) | (14.4 | %) | ||||||
Asia | 61.9 | 62.0 | 11.3 | % | (11.5 | %) | (0.2 | %) | ||||||
OEM | 39.0 | 39.2 | 2.5 | % | (3.1 | %) | (0.6 | %) | ||||||
All Other | 52.1 | 54.8 | (2.7 | %) | (2.3 | %) | (5.0 | %) | ||||||
Total | $ | 443.7 | $ | 457.2 | 4.2 | % | (7.1 | %) | (2.9 | %) | ||||
OTHER FINANCIAL HIGHLIGHTS AND KEY PERFORMANCE METRICS
Depreciation expense, amortization of intangible assets and deferred financing costs for the first nine months of 2015 aggregated $92.0 million compared to $96.3 million for the prior year period.
Cash and cash equivalents at September 27, 2015 were $276.5 million compared to $303.2 million at December 31, 2014.
Net accounts receivable at September 27, 2015 were $273.0 million compared to $273.7 million at December 31, 2014.
Net inventories at September 27, 2015 were $345.9 million compared to $335.6 million at December 31, 2014.
Net debt obligations at September 27, 2015 were $812.6 million compared to $801.4 million at December 31, 2014.
2015 OUTLOOK
The Company narrowed its full year 2015 constant currency revenue growth guidance from a range of 4.0% to 6.0% to a range of 4.7% to 5.5%. On a GAAP basis, revenues are expected to decrease 1.5% to 2.3% compared to the prior year due to the unfavorable impact of foreign currency fluctuations. Previously, the Company estimated that GAAP revenue would range from flat to a 2.0% decrease compared to the prior year.
In addition, the Company narrowed its full year 2015 adjusted diluted earnings per share guidance from a range of $6.10 to $6.35 to a range of $6.20 to $6.30. Consistent with management's previous expectations, foreign currency fluctuations are anticipated to 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 $4.23 to $4.38 to a range of $4.53 to $4.63, reflecting an expected reduction in 2015 forecasted restructuring, impairment charges and special items, net of tax.
FORECASTED 2015 CONSTANT CURRENCY REVENUE GROWTH RECONCILIATION
Low | High | |||
Forecasted 2015 GAAP revenue growth | (2.3 | %) | (1.5 | %) |
Estimated impact of foreign currency fluctuations | 7.0 | % | 7.0 | % |
Forecasted 2015 constant currency revenue growth | 4.7 | % | 5.5 | % |
FORECASTED 2015 ADJUSTED EARNINGS PER SHARE RECONCILIATION
Low | High | |||||
Diluted earnings per share attributable to common shareholders | $4.53 | $4.63 | ||||
Restructuring, impairment charges and special items, net of tax | $0.60 | $0.60 | ||||
Intangible amortization expense, net of tax | $0.90 | $0.90 | ||||
Amortization of debt discount on convertible notes, net of tax | $0.17 | $0.17 | ||||
Adjusted diluted earnings per share | $6.20 | $6.30 | ||||
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 November 3, 2015 at 11:59pm (ET), by calling 888-286-8010 (U.S./Canada) or 617-801-6888 (International), Passcode: 53575576.
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.
References in this release to the unfavorable impact of foreign currency on adjusted diluted earnings per share include both the impact of translating foreign currencies into U.S. dollars and the impact of foreign currency exchange rate fluctuations on foreign currency denominated transactions.
In the discussion of segment results, "new products" refers to products we have sold for 36 months or less, and "existing products" refers to products we have sold for more than 36 months.
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) restructuring and impairment charges; (ii) certain losses and other charges, including acquisition and integration costs, charges related to facility consolidations, net of specified reversals, including a reversal of liabilities related to certain contingent consideration arrangements and a reversal related to a litigation verdict against the Company with respect to a non-operating joint venture; (iii) amortization of the debt discount on the Company’s convertible notes; (iv) intangible amortization expense; (v) loss on extinguishment of debt; and (vi) 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 – September 27, 2015 | |||||||||||||||||||||||||||||
Cost of goods sold | Selling, general and administrative expenses | Research and development expenses | Restructuring and other impairment charges | (Gain) loss on sale of business and assets | 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 | $215.5 | $138.8 | $12.6 | $0.7 | ($0.4 | ) | $14.2 | $0.8 | $61.5 | $1.27 | 48,532 | ||||||||||||||||||
Adjustments | |||||||||||||||||||||||||||||
Restructuring and other impairment charges | — | — | — | 0.7 | — | — | 0.3 | 0.4 | $0.01 | — | |||||||||||||||||||
Losses and other charges (A) | 2.3 | (0.5) | — | — | (0.4) | — | 0.8 | 0.6 | $0.01 | — | |||||||||||||||||||
Amortization of debt discount on convertible notes | — | — | — | — | — | 3.3 | 1.2 | 2.1 | $0.04 | — | |||||||||||||||||||
Intangible amortization expense | — | 15.5 | — | — | — | — | 4.1 | 11.4 | $0.23 | — | |||||||||||||||||||
Tax adjustment (B) | — | — | — | — | — | — | 3.9 | (3.9) | ($0.08 | ) | — | ||||||||||||||||||
Shares due to Teleflex under note hedge (C) | — | — | — | — | — | — | — | — | $0.11 | (3,536) | |||||||||||||||||||
Adjusted basis | $213.2 | $123.9 | $12.6 | — | — | $10.8 | $11.1 | $72.1 | $1.60 | 44,996 | |||||||||||||||||||
Quarter Ended – September 28, 2014 | |||||||||||||||||||||||||||||
Cost of goods sold | Selling, general and administrative expenses | Research and development expenses | Restructuring and other impairment charges | (Gain) loss on sale of business and assets | 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 | $221.0 | $138.3 | $14.9 | $1.1 | — | $17.0 | $9.7 | $55.1 | $1.18 | 46,628 | |||||||||||||||||||
Adjustments | |||||||||||||||||||||||||||||
Restructuring and other impairment charges | — | — | — | 1.1 | — | — | 0.1 | 1.0 | $0.02 | — | |||||||||||||||||||
Losses and other charges (A) | 1.9 | (0.9) | 0.0 | — | — | — | 1.1 | (0.0) | — | — | |||||||||||||||||||
Amortization of debt discount on convertible notes | — | — | — | — | — | 3.1 | 1.1 | 2.0 | $0.04 | — | |||||||||||||||||||
Intangible amortization expense | — | 15.0 | — | — | — | — | 4.0 | 11.0 | $0.24 | — | |||||||||||||||||||
Shares due to Teleflex under note hedge (C) | — | — | — | — | — | — | — | — | $0.09 | (2,799) | |||||||||||||||||||
Adjusted basis | $219.1 | $124.2 | $14.8 | — | — | $13.9 | $16.0 | $69.0 | $1.57 | 43,829 | |||||||||||||||||||
(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 a gain on sale of business and assets; reversals included approximately ($1.0) million, net of tax, or ($0.02) per share, related to contingent consideration liabilities. In 2014, losses and other charges include approximately $1.5 million, net of tax, or $0.03 per share, related to acquisition and integration costs; reversals included approximately ($1.5) million, net of tax, or ($0.03) per share, related to the reversal of contingent consideration liabilities.
(B) The tax adjustment represents a net benefit resulting from legislative tax law change impacting our deferred tax liability.
(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 CONSOLIDATED STATEMENT OF INCOME ITEMS
Dollars in millions, except per share amounts
Year-to-date Ended – September 27, 2015 | ||||||||||||||||||||||||||||||||
Cost of goods sold | Selling, general and administrative expenses | Research and development expenses | Restructuring and other impairment charges | (Gain) loss on sale of business and assets | Interest expense, net | Loss on extinguishment of debt, 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 | $641.1 | $420.8 | $38.9 | $5.7 | ($0.4 | ) | $47.2 | $10.5 | $15.4 | $145.4 | $3.03 | 47,969 | ||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Restructuring and other impairment charges | — | — | — | 5.7 | — | — | — | 2.1 | 3.6 | $0.08 | — | |||||||||||||||||||||
Losses and other charges (A) | 7.6 | (3.0) | — | — | (0.4) | — | — | 2.2 | 1.9 | $0.03 | — | |||||||||||||||||||||
Amortization of debt discount on convertible notes | — | — | — | — | — | 9.8 | — | 3.6 | 6.2 | $0.13 | — | |||||||||||||||||||||
Intangible amortization expense | — | 45.3 | — | — | — | — | — | 12.0 | 33.3 | $0.69 | — | |||||||||||||||||||||
Loss on extinguishment of debt, net | — | — | — | — | — | — | 10.5 | 3.8 | 6.6 | $0.14 | — | |||||||||||||||||||||
Tax adjustment (B) | — | — | — | — | — | — | — | 4.1 | (4.1) | ($0.08 | ) | — | ||||||||||||||||||||
Shares due to Teleflex under note hedge (C) | — | — | — | — | — | — | — | — | — | $0.30 | (3,319) | |||||||||||||||||||||
Adjusted basis | $633.5 | $378.5 | $38.9 | — | — | $37.4 | — | $43.1 | $193.0 | $4.32 | 44,650 | |||||||||||||||||||||
Year-to-date Ended – September 28, 2014 | ||||||||||||||||||||||||||||||||
Cost of goods sold | Selling, general and administrative expenses | Research and development expenses | Restructuring and other impairment charges | (Gain) loss on sale of business and assets | Interest expense, net | Loss on extinguishment of debt, 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 | $662.4 | $425.4 | $43.8 | $16.5 | — | $48.2 | — | $28.2 | $138.6 | $3.00 | 46,256 | |||||||||||||||||||||
Adjustments: | ||||||||||||||||||||||||||||||||
Restructuring and other impairment charges | — | — | — | 16.5 | — | — | — | 4.7 | 11.8 | $0.26 | — | |||||||||||||||||||||
Losses and other charges (A) | 2.8 | (2.1) | 0.1 | — | — | — | — | 1.9 | (1.1) | ($0.02) | — | |||||||||||||||||||||
Amortization of debt discount on convertible notes | — | — | — | — | — | 9.1 | — | 3.3 | 5.8 | $0.12 | — | |||||||||||||||||||||
Intangible amortization expense | — | 47.1 | — | — | — | — | — | 13.9 | 33.1 | $0.72 | — | |||||||||||||||||||||
Loss on extinguishment of debt, net | — | — | — | — | — | — | — | — | — | — | — | |||||||||||||||||||||
Tax adjustment (B) | — | — | — | — | — | — | — | 0.2 | (0.2 | ) | ($0.01) | — | ||||||||||||||||||||
Shares due to Teleflex under note hedge (C) | — | — | — | — | — | — | — | — | — | $0.25 | (2,654) | |||||||||||||||||||||
Adjusted basis | $659.6 | $380.4 | $43.7 | — | — | $39.1 | — | $52.3 | $187.9 | $4.31 | 43,602 | |||||||||||||||||||||
(A) In 2015, losses and other charges include approximately $5.8 million, net of tax, or $0.12 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 a gain on sale of business and assets; reversals included approximately ($3.4) million, net of tax, or ($0.07) per share, related to contingent consideration liabilities and approximately ($0.2) million, net of tax, or ($0.01) per share, related to a litigation verdict against the Company with respect to a non-operating joint venture. In 2014, losses and other charges include approximately $7.0 million, net of tax, or $0.16 per share, related to acquisition and integration costs; reversals included approximately ($8.1) million, net of tax, or ($0.18) per share, related to the reversal of contingent consideration liabilities.
(B) In 2015, the tax adjustment represents a net benefit resulting from legislative tax law change impacting our deferred tax liability. In 2014, the tax adjustment represents a benefit resulting from the expiration of statute of limitations with respect to a foreign tax matter.
(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
September 27, 2015 | December 31, 2014 | |||
(Dollars in thousands) | ||||||||
Note payable and current portion of long term borrowings | $ | 416,685 | $ | 368,401 | ||||
Long term borrowings | 646,000 | 700,000 | ||||||
Unamortized debt discount | 26,386 | 36,197 | ||||||
Total debt obligations | 1,089,071 | 1,104,598 | ||||||
Less: cash and cash equivalents | 276,463 | 303,236 | ||||||
Net debt obligations | $ | 812,608 | $ | 801,362 | ||||
ABOUT TELEFLEX INCORPORATED
Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation - a relentless pursuit of identifying unmet clinical needs - to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular and interventional access, surgical, anesthesia, cardiac care, urology, emergency medicine and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference. For more information, please visit teleflex.com.
Teleflex is the home of Arrow®, Deknatel®, Hudson RCI®, LMA®, Pilling®, Rusch® and Weck® - trusted brands united by a common sense of purpose.
CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including, but not limited to, our expectation of a strong close to the year from the perspective of constant currency revenue growth and adjusted earnings per share; and 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 | Nine Months Ended | ||||||||||||||
September 27, 2015 | September 28, 2014 | September 27, 2015 | September 28, 2014 | ||||||||||||
(Dollars and shares in thousands, except per share) | |||||||||||||||
Net revenues | $ | 443,714 | $ | 457,173 | $ | 1,325,189 | $ | 1,363,824 | |||||||
Cost of goods sold | 215,501 | 221,007 | 641,102 | 662,411 | |||||||||||
Gross profit | 228,213 | 236,166 | 684,087 | 701,413 | |||||||||||
Selling, general and administrative expenses | 138,840 | 138,252 | 420,765 | 425,392 | |||||||||||
Research and development expenses | 12,571 | 14,871 | 38,898 | 43,803 | |||||||||||
Restructuring charges | 660 | 1,108 | 5,688 | 16,511 | |||||||||||
Gain on sale of assets | (408 | ) | — | (408 | ) | — | |||||||||
Income from continuing operations before interest, extinguishment of debt and taxes | 76,550 | 81,935 | 219,144 | 215,707 | |||||||||||
Interest expense | 14,306 | 17,184 | 47,685 | 48,650 | |||||||||||
Interest income | (130 | ) | (161 | ) | (453 | ) | (494 | ) | |||||||
Loss on extinguishment of debt | — | — | 10,454 | — | |||||||||||
Income from continuing operations before taxes | 62,374 | 64,912 | 161,458 | 167,551 | |||||||||||
Taxes on income from continuing operations | 803 | 9,684 | 15,415 | 28,224 | |||||||||||
Income from continuing operations | 61,571 | 55,228 | 146,043 | 139,327 | |||||||||||
Operating loss from discontinued operations | (788 | ) | (247 | ) | (1,432 | ) | (1,866 | ) | |||||||
(Benefit) taxes on loss from discontinued operations | (69 | ) | 24 | 180 | (345 | ) | |||||||||
Loss from discontinued operations | (719 | ) | (271 | ) | (1,612 | ) | (1,521 | ) | |||||||
Net income | 60,852 | 54,957 | 144,431 | 137,806 | |||||||||||
Less: Income from continuing operations attributable to noncontrolling interest | 28 | 126 | 692 | 765 | |||||||||||
Net income attributable to common shareholders | $ | 60,824 | $ | 54,831 | $ | 143,739 | $ | 137,041 | |||||||
Earnings per share available to common shareholders: | |||||||||||||||
Basic: | |||||||||||||||
Income from continuing operations | $ | 1.48 | $ | 1.33 | $ | 3.50 | $ | 3.35 | |||||||
Loss from discontinued operations | (0.02 | ) | (0.01 | ) | (0.04 | ) | (0.04 | ) | |||||||
Net income | $ | 1.46 | $ | 1.32 | $ | 3.46 | $ | 3.31 | |||||||
Diluted: | |||||||||||||||
Income from continuing operations | $ | 1.27 | $ | 1.18 | $ | 3.03 | $ | 3.00 | |||||||
Loss from discontinued operations | (0.02 | ) | — | (0.03 | ) | (0.04 | ) | ||||||||
Net income | $ | 1.25 | $ | 1.18 | $ | 3.00 | $ | 2.96 | |||||||
Dividends per share | $ | 0.34 | $ | 0.34 | $ | 1.02 | $ | 1.02 | |||||||
Weighted average common shares outstanding | |||||||||||||||
Basic | 41,597 | 41,399 | 41,542 | 41,347 | |||||||||||
Diluted | 48,532 | 46,628 | 47,969 | 46,256 | |||||||||||
Amounts attributable to common shareholders: | |||||||||||||||
Income from continuing operations, net of tax | $ | 61,543 | $ | 55,102 | $ | 145,351 | $ | 138,562 | |||||||
Loss from discontinued operations, net of tax | (719 | ) | (271 | ) | (1,612 | ) | (1,521 | ) | |||||||
Net income | $ | 60,824 | $ | 54,831 | $ | 143,739 | $ | 137,041 | |||||||
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
September 27, 2015 | December 31, 2014 | ||||||
(Dollars in thousands) | |||||||
ASSETS | |||||||
Current assets | |||||||
Cash and cash equivalents | $ | 276,463 | $ | 303,236 | |||
Accounts receivable, net | 272,996 | 273,704 | |||||
Inventories, net | 345,899 | 335,593 | |||||
Prepaid expenses and other current assets | 33,798 | 35,697 | |||||
Prepaid taxes | 43,966 | 40,256 | |||||
Deferred tax assets | 55,981 | 57,301 | |||||
Assets held for sale | 7,044 | 7,422 | |||||
Total current assets | 1,036,147 | 1,053,209 | |||||
Property, plant and equipment, net | 313,244 | 317,435 | |||||
Goodwill | 1,303,175 | 1,323,553 | |||||
Intangible assets, net | 1,192,364 | 1,216,720 | |||||
Investments in affiliates | 324 | 1,150 | |||||
Deferred tax assets | 940 | 1,178 | |||||
Other assets | 61,507 | 64,010 | |||||
Total assets | $ | 3,907,701 | $ | 3,977,255 | |||
LIABILITIES AND EQUITY | |||||||
Current liabilities | |||||||
Current borrowings | $ | 416,685 | $ | 368,401 | |||
Accounts payable | 67,906 | 64,100 | |||||
Accrued expenses | 67,027 | 72,383 | |||||
Current portion of contingent consideration | 545 | 11,276 | |||||
Payroll and benefit-related liabilities | 77,435 | 85,442 | |||||
Accrued interest | 7,490 | 9,169 | |||||
Income taxes payable | 9,728 | 13,768 | |||||
Other current liabilities | 10,655 | 10,360 | |||||
Total current liabilities | 657,471 | 634,899 | |||||
Long-term borrowings | 646,000 | 700,000 | |||||
Deferred tax liabilities | 406,101 | 451,541 | |||||
Pension and postretirement benefit liabilities | 148,514 | 167,241 | |||||
Noncurrent liability for uncertain tax provisions | 50,817 | 50,884 | |||||
Other liabilities | 57,737 | 58,991 | |||||
Total liabilities | 1,966,640 | 2,063,556 | |||||
Commitments and contingencies | |||||||
Total common shareholders' equity | 1,938,891 | 1,911,309 | |||||
Noncontrolling interest | 2,170 | 2,390 | |||||
Total equity | 1,941,061 | 1,913,699 | |||||
Total liabilities and equity | $ | 3,907,701 | $ | 3,977,255 | |||
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | |||||||
September 27, 2015 | September 28, 2014 | ||||||
(Dollars in thousands) | |||||||
Cash Flows from Operating Activities of Continuing Operations | |||||||
Net income | $ | 144,431 | $ | 137,806 | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||||||
Loss from discontinued operations | 1,612 | 1,521 | |||||
Depreciation expense | 34,035 | 37,409 | |||||
Amortization expense of intangible assets | 45,278 | 47,053 | |||||
Amortization expense of deferred financing costs and debt discount | 12,662 | 11,792 | |||||
Loss on extinguishment of debt | 10,454 | — | |||||
Gain on sale of assets | (408 | ) | — | ||||
Changes in contingent consideration | (3,260 | ) | (7,670 | ) | |||
Stock-based compensation | 10,379 | 9,125 | |||||
Deferred income taxes, net | (21,960 | ) | (2,808 | ) | |||
Other | (18,329 | ) | (4,310 | ) | |||
Changes in operating assets and liabilities, net of effects of acquisitions and disposals: | |||||||
Accounts receivable | (8,714 | ) | 2,442 | ||||
Inventories | (19,904 | ) | (23,084 | ) | |||
Prepaid expenses and other current assets | 1,636 | (4,087 | ) | ||||
Accounts payable and accrued expenses | (2,855 | ) | 14,258 | ||||
Income taxes receivable and payable, net | (8,297 | ) | (10,649 | ) | |||
Net cash provided by operating activities from continuing operations | 176,760 | 208,798 | |||||
Cash Flows from Investing Activities of Continuing Operations: | |||||||
Expenditures for property, plant and equipment | (45,566 | ) | (48,220 | ) | |||
Proceeds from sale of assets | 408 | 5,251 | |||||
Payments for businesses and intangibles acquired, net of cash acquired | (63,451 | ) | (28,535 | ) | |||
Investment in affiliates | — | (40 | ) | ||||
Net cash used in investing activities from continuing operations | (108,609 | ) | (71,544 | ) | |||
Cash Flows from Financing Activities of Continuing Operations: | |||||||
Proceeds from new borrowings | 288,100 | 250,000 | |||||
Reduction in borrowings | (303,627 | ) | (480,009 | ) | |||
Debt extinguishment, issuance and amendment fees | (9,017 | ) | (3,689 | ) | |||
Net proceeds from share based compensation plans and the related tax impacts | 4,815 | 2,936 | |||||
Payments to noncontrolling interest shareholders | (833 | ) | (1,094 | ) | |||
Payments for contingent consideration | (7,974 | ) | — | ||||
Dividends paid | (42,382 | ) | (42,174 | ) | |||
Net cash used in financing activities from continuing operations | (70,918 | ) | (274,030 | ) | |||
Cash Flows from Discontinued Operations: | |||||||
Net cash used in operating activities | (1,954 | ) | (1,946 | ) | |||
Net cash used in discontinued operations | (1,954 | ) | (1,946 | ) | |||
Effect of exchange rate changes on cash and cash equivalents | (22,052 | ) | (6,880 | ) | |||
Net decrease in cash and cash equivalents | (26,773 | ) | (145,602 | ) | |||
Cash and cash equivalents at the beginning of the period | 303,236 | 431,984 | |||||
Cash and cash equivalents at the end of the period | $ | 276,463 | $ | 286,382 | |||
1 TELEFLEX INCORPORATED THIRD QUARTER 2015 EARNINGS CONFERENCE CALL 1 Exhibit 99.2
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 53575576 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, 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) restructuring and other impairment charges; (ii) certain losses and other charges, including acquisition and integration costs, facility consolidation charges, net of specified reversals, including a reversal of liabilities related to certain contingent consideration liabilities; (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, reversals related to contingent consideration liabilities and a gain on sale of business and assets; and (iii) intangible amortization expense. • 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, other charges and charge reversals primarily related to acquisition and integration costs, facility consolidation charges, a gain on sale of business and assets and a reversal related to 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 Third quarter revenue of $443.7 million • Down 2.9% vs. prior year period on an as-reported basis • Up 4.2% vs. prior year period on a constant currency basis Adjusted EPS of $1.60, up 1.9% vs. prior year period • Adjusted earnings per share reflects unfavorable impact from foreign exchange of approximately 17% 2015 guidance range for constant currency revenue growth narrowed from a range of 4% to 6% to a range of 4.7% to 5.5% 2015 guidance range for adjusted earnings per share narrowed from a range of $6.10 to $6.35 to a range of $6.20 to $6.30 6
7 THIRD QUARTER PRODUCT LINE AND GEOGRAPHIC REVENUE REVIEW 7
Third Quarter Highlights Third quarter 2015 constant currency revenue growth of 4.2% • Acquisitions and distributor conversions contribute 160 bps of constant currency revenue growth • Sales volume of existing products contribute 115 bps of constant currency growth, of which, Vidacare products contribute 66 bps of that constant currency growth • Sales volume of new products contribute 112 bps of constant currency growth • Core product pricing increases contribute 37 bps of constant currency growth 8
Segment Revenue Review Q3’15 Vascular N.A.: $82.6 million, up 8.6% Anesthesia N.A.: $47.6 million, up 1.6% Surgical N.A.: $39.6 million, up 11.1% EMEA: $120.9 million, up 1.1% Asia: $61.9 million, up 11.3% OEM: $39.0 million, up 2.5% All Other: $52.1 million, down 2.7% Note: Increases and decreases in revenue referred to above are as compared to results for the third quarter of 2014. 9 Constant Currency Revenue Commentary Q3’14
Group Purchasing Organization and IDN Review Group Purchasing Organization Update • 2 new agreements • 8 renewed agreements IDN Update • 2 renewed agreements 10 Track record of expansion of contractual agreements continues in Q3’15
11 THIRD QUARTER – PRODUCT INTRODUCTIONS & REGULATORY APPROVALS 11
PRODUCT DECSRIPTION 12 ARROW® Triple Lumen Pressure Injectable Acute Hemodialysis Catheter Product Introductions & Regulatory Approvals Teleflex recently received FDA 510(k) clearance to market the ARROW® Triple Lumen Pressure Injectable Acute Hemodialysis Catheter. The ARROW® Triple Lumen Pressure Injectable Acute Hemodialysis Catheter is available in the ARROW® ErgoPack® System, helping hospitals maintain compliance with current vascular access guidelines and standards while providing maximal barrier protection against infections when inserting these lines. The Company is committed to partnering with healthcare facilities to reduce vascular access related complications and the ARROW® Triple Lumen Pressure Injectable Acute Hemodialysis Catheter is another example of the commitment to this goal.
Weck® Efx Shield™ Fascial Closure System Selected as a 2015 Innovation of the Year by Society of Laparoendoscopic Surgeons. Weck® Efx™ Fascial Closure Products are designed to allow surgeons to provide fast, safe closure of laparoscopic port sites with a range of options that suit their procedural and institutional needs. The new Weck® Efx Shield™ Fascial Closure System is the only shielded port closure device, providing enhanced sharps protection for safe, uniform, and consistent fascial closure, and is designed with: a unique shielded wing for enhanced sharps protection, intuitive wing deployment, and an innovative fascial closure technique with unassisted suture retrieval. PRODUCT INFORMATION 13 Product Introductions & Regulatory Approvals Weck® Efx Shield™ Fascial Closure System
14 ACQUISITION UPDATE 14
Acquisition Update Acquired certain assets of Atsina Surgical, LLC • Atsina, a portfolio company of Option3 and Research Corporation Technologies, is a developer of surgical clips • Proprietary angular element, or elbow, to secure, and then pull, tissue proximally during closure • Complements Teleflex’s existing surgical ligation portfolio 15
16 THIRD QUARTER 2015 FINANCIAL REVIEW 16
Financial Results Revenue of $443.7 million • Down 2.9% vs. prior year period on an as-reported basis • Up 4.2% vs. prior year period on a constant currency basis Adjusted gross margin of 52.0%, down 10bps vs. prior year period • Product recalls / quality issues and foreign exchange impact adjusted gross margin negatively by approximately 50 bps and 50 bps, respectively Adjusted operating margin of 21.2%, down 50 bps vs. prior year period • Product recalls / quality issues and foreign exchange impact adjusted operating margin negatively by approximately 50 bps and 155 bps, respectively Adjusted tax rate of 13.3%, down 550 bps vs. prior year period Adjusted EPS of $1.60, up 1.9% vs. prior year period • Adjusted earnings per share reflects unfavorable impact from foreign exchange of approximately 17% 17
18 2015 FINANCIAL OUTLOOK 18
19 Constant currency revenue growth narrowed from a range of 4% to 6% to a range of 4.7% to 5.5% Adjusted Gross margin lowered from a previous range of 53% to 54% to a range of 52.5% to 53.0% • Projected increase of 100 bps to 150 bps vs. prior year Adjusted operating margin lowered from a previous range of 22% to 22.5% to a range of 21.5% to 22.0% • Projected increase of 150 bps to 200 bps vs. prior year Adjusted earnings per share range narrowed from a range of $6.10 to $6.35 per share to a range of $6.20 to $6.30 per share • Projected increase of 8.0% to 9.8% vs. prior year 2015 Financial Outlook
20 QUESTION & ANSWER 20
21 APPENDICES 21
Appendix A – Reconciliation of Constant Currency Revenue Growth Dollars in Millions 22 September 27, 2015 September 28, 2014 Constant Currency Currency Total Vascular North America 82.6$ 76.7$ 8.6% (0.8%) 7.8% Anesthesia North America 47.6 47.2 1.6% (0.7%) 0.9% Surgical North America 39.6 36.1 11.1% (1.5%) 9.6% EMEA 120.9 141.2 1.1% (15.5%) (14.4%) Asia 61.9 62.0 11.3% (11.5%) (0.2%) OEM 39.0 39.2 2.5% (3.1%) (0.6%) All Other 52.1 54.8 (2.7%) (2.3%) (5.0%) Net Revenues 443.7$ 457.2$ 4.2% (7.1%) (2.9%) Three Months Ended % Increase / (Decrease)
Appendix B – Reconciliation of Revenue Growth Dollars in Millions 23 1: amount is comprised of incremental price on existing products and the sale of new products of $3.2 million and $4.1 million, respectively, both of which are a result of the businesses acquired. % Basis Points Three Months Ended September 28, 2014 Revenue As-Reported $457.2 Foreign Currency (32.8) -7.1% (713) Sales Volume Existing Products 2.2 0.5% 49 Vidacare 3.0 0.7% 66 New Product Sales 5.1 1.1% 112 Core Product Pricing 1.7 0.4% 37 Acquisitions and Distributor to Direct Conversions 1 7.3 1.6% 160 Three Months Ended September 27, 2015 Revenue As-Reported $443.7 -2.9% Year-over-year growth
24 Appendix C – Reconciliation of Adjusted Gross Profit and Margin September 27, 2015 September 28, 2014 Teleflex gross profit as-reported 228,212$ 236,167$ Teleflex gross margin as-reported 51.4% 51.7% Losses, other charges and charge reversals (A) 2,328 1,896 Adjusted Teleflex gross profit 230,540$ 238,063$ Adjusted Teleflex gross margin 52.0% 52.1% Teleflex revenue as-reported 443,714$ 457,174$ $ thousands Three Months Ended A: In 2015 and 2014 losses, other charges and charge reversals primarily relate to acquisition and integration costs, and charges related to facility consolidations.
25 Appendix D – Reconciliation of Adjusted Operating Profit and Margin September 27, 2015 September 28, 2014 Teleflex income from continuing operations before interest and taxes 76,550$ 81,935$ Teleflex income from continuing operations before interest and taxes margin 17.3% 17.9% Restructuring and other impairment charges 660 1,108 Losses, other charges and charge reversals (A) 1,440 1,076 Intangible amortization expense 15,452 14,951 Adjusted Teleflex income from continuing operations before interest, taxes and intangible amortization expense 94,102$ 99,070$ Adjusted Teleflex income from continuing operations before interest, taxes and intangible amortization expense margin 21.2% 21.7% Teleflex revenue as-reported 443,714$ 457,173$ $ 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; reversals related to contingent consideration liabilities; and a gain on sale of business and assets. 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 – September 27, 2015 Dollars in millions, except per share data 26 Cost of goods sold Selling, general and administrative expenses Research and development expenses Restructuring and other impairment charges (Gain) loss on sale of business and assets 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 $215.5 $138.8 $12.6 $0.7 ($0.4) $14.2 $0.8 $61.5 $1.27 48,532 Adjustments Restructuring and other impairment charges — — — 0.7 — — 0.3 0.4 $0.01 — Losses and other charges (A) 2.3 (0.5) — — (0.4) — 0.8 0.6 $0.01 — Amortization of debt discount on convertible notes — — — — — 3.3 1.2 2.1 $0.04 — Intangible amortization expense — 15.5 — — — — 4.1 11.4 $0.23 — Tax adjustment (B) — — — — — — 3.9 (3.9) ($0.08) — Shares due to Teleflex under note hedge (C) — — — — — — — — $0.11 (3,536) Adjusted basis $213.2 $123.9 $12.6 — — $10.8 $11.1 $72.1 $1.60 44,996 (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 a gain on sale of business and assets; reversals included approximately ($1.0) million, net of tax, or ($0.02) per share, related to contingent consideration liabilities. (B) The tax adjustment represents a net benefit resulting from legislative tax law change impacting our deferred tax liability. (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.
Appendix F – Reconciliation of Adjusted EPS from Continuing Operations Quarter Ended – September 28, 2014 Dollars in millions, except per share data 27 Cost of goods sold Selling, general and administrative expenses Research and development 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 $221.0 $138.3 $14.9 $1.1 $17.0 $9.7 $55.1 $1.18 46,628 Adjustments Restructuring and other impairment charges Losses, other charges and charge reversals (A) Amortization of debt discount on convertible notes Intangible amortization expense — 15.0 — — — 4.0 11.0 $0.24 — Shares due to Teleflex under note hedge (B) Adjusted basis $219.1 $124.2 $14.8 — $13.9 $16.0 $69.0 $1.57 43,829 (A) In 2014, losses, other charges and charge reversals include approximately ($1.5) million, net of tax, or ($0.03) per share, related to the reversal of contingent consideration liabilities; and approximately $1.5 million, net of tax, or $0.03 per share, related to acquisition and integration costs. (B) 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. $0.09 (2,799) $0.04 — — — — 2.0 — — — — $0.00 — — — — 3.1 1.1 $0.02 — 1.9 (0.9) 0.0 — — 1.1 — — 0.1 1.0 — — — 1.1 —
28 Appendix G – Reconciliation of Adjusted Tax Rate Dollars in Thousands Three Months Ended September 27, 2015 Income from continuing operations before taxes Taxes on income from continuing operations Tax rate GAAP basis $62,374 $803 1.3% Restructuring and impairment charges 660 252 Losses, other charges and charge reversals (A) 1,440 826 Amortization of debt discount on convertible notes 3,337 1,217 Intangible amortization expense 15,452 4,080 Tax adjustment (B) 0 3,911 Adjusted basis $83,263 $11,089 13.3% Three Months Ended September 28, 2014 GAAP basis $64,912 $9,684 14.9% Restructuring and impairment charges 1,108 140 Losses, other charges and charge reversals (A) 1,076 1,092 Amortization of debt discount on convertible notes 3,092 1,130 Intangible amortization expense 14,951 3,980 Adjusted basis $85,139 $16,026 18.8% (A) In 2015, losses, other charges and charge reversals primarily relate to acquisition and integration costs; charges related to facility consolidations; a gain on sale of business and assets and reversals 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 legislative tax law change impacting our deferred tax liability.
Appendix H – Reconciliation of 2015 Constant Currency Revenue Growth Guidance 29 Low High Forecasted GAAP Revenue Growth (2.3%) (1.5%) Estimated impact of foreign currency fluctuations 7.0% 7.0% Forecasted Constant Currency Revenue Growth 4.7% 5.5%
Appendix I – Reconciliation of 2015 Adjusted Gross Margin Guidance 30 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 51.95% 52.35% Losses, other charges and charge reversals 0.55% 0.65% Adjusted Gross Margin 52.50% 53.00%
Appendix J – Reconciliation of 2015 Adjusted Operating Margin Guidance 31 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; the gain on sale of business and assets; the reversal of contingent consideration liabilities and a litigation verdict against the Company with respect to a non-operating joint venture. Low High GAAP Operating Margin 18.00% 18.30% Losses, other charges and charge reversals 0.30% 0.40% Intangible amortization expense 3.20% 3.30% Adjusted Operating Margin 21.50% 22.00%
Appendix K – Reconciliation of 2015 Adjusted Earnings per Share Guidance 32 Low High Diluted earnings per share attributable to common shareholders $4.53 $4.63 Restructuring, impairment charges and special items, net of tax $0.60 $0.60 Intangible amortization expense, net of tax $0.90 $0.90 Amortization of debt discount on convertible notes, net of tax $0.17 $0.17 Adjusted diluted earnings per share $6.20 $6.30