Revenues Rise 12.4% to $413.8 million; up 11.6% on Constant
Currency Basis
GAAP Diluted EPS of $1.05; Adjusted Diluted EPS of $1.33 up 26.7%
2013 Constant Currency Revenue Growth Expectations adjusted from
10% to 12% to 8.5% to 10%
2013 Adjusted Diluted Earnings per Share Range adjusted from $4.70
to $4.90 to $4.85 to $5.00
Definitive Agreement signed to Acquire Vidacare Corporation
LIMERICK, Pa.--(BUSINESS WIRE)--Oct. 30, 2013--
Teleflex Incorporated (NYSE: TFX) today announced financial results for
the third quarter ended September 29, 2013.
Third quarter 2013 net revenues were $413.8 million, an increase of
12.4% over the prior year period. Excluding the impact of foreign
currency fluctuations, third quarter 2013 net revenues increased 11.6%
over the prior year period.
Third quarter 2013 GAAP diluted earnings per share from continuing
operations were $1.05, as compared to $0.58 in the prior year period.
Third quarter 2013 adjusted diluted earnings per share from continuing
operations were $1.33, as compared to $1.05 in the prior year period, an
increase of 26.7%.
“Teleflex delivered solid third quarter constant currency revenue growth
and continued to successfully execute on our initiatives to expand both
gross and operating margins,” said Benson Smith, Chairman, President and
Chief Executive Officer. “Our quarterly revenue performance was paced by
continued strength in Critical Care, which was aided by the contribution
from our acquisition of LMA International in 2012, an improvement in the
average selling price of products and the continued introduction of new
products to the marketplace. In addition, the third quarter results
demonstrate the early benefit of our actions focused on cost control to
improve operating leverage in the business.”
Added Mr. Smith, “Despite the improved revenue performance as compared
to the first half of 2013, third quarter sales were below our
expectations, driven in part by weakness with respect to sales of our
OEM and respiratory therapy products. We now expect continued weakness
in the performance of those product lines in the fourth quarter as well.
In addition, during the fourth quarter, we expect lower revenue in Asia
than previously anticipated due to the timing of certain distributor
negotiations which are progressing, but slower than originally planned.
As a result, we are revising our outlook for full year 2013 constant
currency revenue growth to be between 8.5% to 10%.”
“In contrast, our adjusted earnings performance in the third quarter was
above our expectations. Based on that, and continued cost reduction
efforts, we are raising our adjusted earnings per share estimate to
between $4.85 and $5.00 per share.”
“Finally, yesterday we announced our entry into a definitive agreement
to acquire Vidacare Corporation for $262.5 million, net of cash
acquired. This acquisition will expand our vascular access product
portfolio by adding a defining technology focused on intraosseous, or
inside the bone, access devices. While we expect to complete the
transaction by the end of the year, it is not expected to significantly
impact our financial results for full year 2013. However, we expect the
transaction to contribute approximately $68 million to $72 million of
revenue and approximately $0.10 to $0.15 in adjusted earnings per share
in fiscal year 2014, excluding non-recurring purchase accounting items
and other acquisition and integration related costs,” said Smith.
THIRD QUARTER NET REVENUE BY PRODUCT GROUP AND SEGMENT
Product Group Revenues
Critical Care third quarter 2013 net revenues were $289.3 million, an
increase of 18.7% compared to the prior year period. Excluding the
impact of foreign currency fluctuations, third quarter 2013 net revenues
increased 17.9% compared to the prior year period. The increase in
constant currency revenue was due to higher sales of anesthesia,
vascular, urology and interventional access products. The growth in
sales of anesthesia products was primarily due to the contribution from
the LMA International business (“LMA”), which was acquired in October of
2012. Constant currency sales growth was partially offset by a decline
in sales of respiratory products as compared to the third quarter of
2012.
Surgical Care third quarter 2013 net revenues were $73.2 million, an
increase of 5.2% compared to the prior year period. Excluding the impact
of foreign currency fluctuations, third quarter 2013 net revenues
increased 3.9% compared to the prior year period. The increase in
constant currency revenue was due to higher sales of ligation, suture
and access products, partially offset by a decline in sales of general
surgical instrument products as compared to the third quarter of 2012.
Cardiac Care third quarter 2013 net revenues were $17.6 million, a
decrease of 1.6% compared to the prior year period. Excluding the impact
of foreign currency fluctuations, third quarter 2013 net revenues also
decreased 1.6% compared to the prior year period. The decrease in
constant currency revenue was due to a decline in sales of intra-aortic
balloon pumps as compared to the third quarter of 2012.
OEM and Development Services (“OEM”) third quarter 2013 net revenues
were $33.7 million, a decrease of 8.5% compared to the prior year
period. Excluding the impact of foreign currency fluctuations, third
quarter 2013 net revenues decreased 9.4% compared to the prior year
period. The decrease in constant currency revenue was primarily due to a
decline in sales of catheter, extrusion and performance fiber products
as compared to the third quarter of 2012.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
% Increase/ (Decrease)
|
|
|
|
|
September 29,
2013
|
|
|
September 30,
2012
|
|
|
Constant
Currency
|
|
|
Foreign
Currency
|
|
|
Total
Change
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
Critical Care
|
|
|
$
|
289.3
|
|
|
$
|
243.7
|
|
|
17.9
|
%
|
|
|
0.8
|
%
|
|
|
18.7
|
%
|
|
Surgical Care
|
|
|
|
73.2
|
|
|
|
69.6
|
|
|
3.9
|
%
|
|
|
1.3
|
%
|
|
|
5.2
|
%
|
|
Cardiac Care
|
|
|
|
17.6
|
|
|
|
17.9
|
|
|
(1.6
|
%)
|
|
|
—
|
|
|
|
(1.6
|
%)
|
|
OEM
|
|
|
|
33.7
|
|
|
|
36.9
|
|
|
(9.4
|
%)
|
|
|
0.9
|
%
|
|
|
(8.5
|
%)
|
|
Total
|
|
|
$
|
413.8
|
|
|
$
|
368.1
|
|
|
11.6
|
%
|
|
|
0.8
|
%
|
|
|
12.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Revenues
Americas third quarter 2013 net revenues were $192.5 million, an
increase of 13.5% compared to the prior year period. Excluding the
impact of foreign currency fluctuations, third quarter 2013 net revenues
increased 13.8% compared to the prior year period. The increase in
constant currency revenue was largely due to LMA product sales, price
increases and new product introductions, partially offset by lower sales
volume of existing products as compared to the third quarter of 2012.
EMEA third quarter 2013 net revenues were $132.3 million, an increase of
14.0% compared to the prior year period. Excluding the impact of foreign
currency fluctuations, third quarter 2013 net revenues increased 9.6%
compared to the prior year period. The increase in constant currency
revenue was due to LMA product sales, price increases, higher sales
volume of existing products and new product introductions as compared to
the third quarter of 2012.
Asia third quarter 2013 net revenues were $55.3 million, an increase of
21.2% compared to the prior year period. Excluding the impact of foreign
currency fluctuations, third quarter 2013 net revenues increased 25.2%
compared to the prior year period. The increase in constant currency
revenue was due to LMA product sales, higher sales volume of existing
products and price increases.
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
% Increase/ (Decrease)
|
|
|
|
|
September 29,
2013
|
|
|
September 30,
2012
|
|
|
Constant
Currency
|
|
|
Foreign
Currency
|
|
|
Total
Change
|
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Americas
|
|
|
$
|
192.5
|
|
|
$
|
169.6
|
|
|
13.8
|
%
|
|
|
(0.3
|
%)
|
|
|
13.5
|
%
|
|
EMEA
|
|
|
|
132.3
|
|
|
|
116.0
|
|
|
9.6
|
%
|
|
|
4.4
|
%
|
|
|
14.0
|
%
|
|
Asia
|
|
|
|
55.3
|
|
|
|
45.6
|
|
|
25.2
|
%
|
|
|
(4.0
|
%)
|
|
|
21.2
|
%
|
|
OEM
|
|
|
|
33.7
|
|
|
|
36.9
|
|
|
(9.4
|
%)
|
|
|
0.9
|
%
|
|
|
(8.5
|
%)
|
|
Total
|
|
|
$
|
413.8
|
|
|
$
|
368.1
|
|
|
11.6
|
%
|
|
|
0.8
|
%
|
|
|
12.4
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OTHER FINANCIAL HIGHLIGHTS AND KEY PERFORMANCE METRICS
Depreciation expense and amortization of intangible assets and deferred
financing costs for the first nine months of 2013 were $79.0 million
compared to $69.2 million for the prior year period.
Cash and cash equivalents at September 29, 2013 were $326.4 million
compared to $337.0 million at December 31, 2012.
Net accounts receivable at September 29, 2013 were $313.7 million
compared to $298.0 million at December 31, 2012.
Net inventories at September 29, 2013 were $346.1 million compared to
$323.3 million at December 31, 2012.
Net debt obligations at September 29, 2013 were $710.3 million compared
to $692.7 million at December 31, 2012.
ACQUISITION OF VIDACARE CORPORATION
As previously announced, the Company has entered into a definitive
agreement to acquire privately-held Vidacare Corporation, the leading
provider of intraosseous, or inside the bone, access devices.
The transaction, which Teleflex intends to initially fund with
borrowings under its revolving credit facility, is valued at $262.5
million, net of cash acquired. The acquisition is subject to customary
closing conditions, including receipt of certain regulatory approvals
and is expected to be completed in the fourth quarter of 2013.
Based on the anticipated date of closing, the acquisition is not
expected to significantly impact Teleflex’s 2013 revenue and adjusted
earnings per share. The transaction is expected to contribute
approximately $68 million to $72 million of revenue and approximately
$0.10 to $0.15 in adjusted earnings per share in fiscal year 2014,
excluding non-recurring purchase accounting items and other acquisition
and integration related costs.
2013 OUTLOOK
The Company’s updated financial estimates for full year 2013 are as
follows:
Constant currency revenue growth between 8.5% and 10%. This compares to
the previously provided constant currency revenue growth range of
between 10% and 12%.
Adjusted diluted earnings per share in the range of $4.85 to $5.00. This
compares to the previously provided adjusted diluted earnings per share
range of $4.70 to $4.90.
|
2013 OUTLOOK EARNINGS PER SHARE RECONCILIATION
|
|
|
|
|
|
|
|
|
|
|
Low
|
|
|
High
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share
|
|
|
$3.45
|
|
|
$3.60
|
|
|
|
|
|
|
|
|
|
Restructuring and impairment charges, net of tax
|
|
|
$0.50
|
|
|
$0.50
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense, net of tax
|
|
|
$0.75
|
|
|
$0.75
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount on convertible notes, net of tax
|
|
|
$0.15
|
|
|
$0.15
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share
|
|
|
$4.85
|
|
|
$5.00
|
|
|
|
|
|
|
|
|
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 6, 2013, 11:59pm (ET),
by calling 888-286-8010 (U.S./Canada) or 617-801-6888 (International),
Passcode: 49689482.
ADDITIONAL NOTES
Constant currency revenue and growth exclude 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.
Product group results and commentary exclude the impact of discontinued
operations, items included in restructuring and impairment charges, and
losses and other charges set forth in the condensed consolidated
statements of income and in the Reconciliation of Consolidated Statement
of Income Items set forth below.
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 program, as well as goodwill and other asset impairment
charges; (ii) loss on extinguishment of debt; (iii) the gain or loss
on sales of businesses and assets; (iv) losses and other charges
related to acquisition costs, the reversal of reserves related to
certain contingent consideration liabilities and a previously
announced stock keeping unit rationalization program, and a litigation
verdict against the Company with respect to a non-operating joint
venture; (v) the amortization of the debt discount on the Company’s
convertible notes; (vi) charges associated with the amortization of
additional interest expense related to an interest rate swap
terminated in 2011; (vii) intangible amortization expense; and (viii)
tax benefits resulting from the resolution of prior years’ tax matters
and the filing of prior years’ amended tax returns. 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. 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 these
non-GAAP measures to the most directly comparable GAAP measures are set
forth below. This press release also includes forecasted constant
currency revenue growth, which is also a non-GAAP measure. A
reconciliation of forecasted constant currency revenue growth to GAAP
forecasted growth has not been provided as management is unable to
forecast trends in foreign currency exchange rates.
|
|
|
RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME ITEMS
|
|
Dollars in millions, except per share amounts
|
|
|
|
|
|
Quarter Ended – September 29, 2013
|
|
|
|
|
Cost
of
goods
sold
|
|
|
Selling,
general and
administrative
expenses
|
|
|
Restructuring
and other
impairment
charges
|
|
|
Loss on
extinguish-
ment of debt
|
|
|
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
|
|
|
$209.8
|
|
|
$115.2
|
|
|
|
$7.1
|
|
|
$1.3
|
|
|
$13.8
|
|
|
$5.2
|
|
|
$45.5
|
|
|
|
$1.05
|
|
|
|
43,264
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other impairment charges
|
|
|
—
|
|
|
—
|
|
|
|
7.1
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
5.6
|
|
|
|
$0.13
|
|
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
1.3
|
|
|
—
|
|
|
0.5
|
|
|
0.8
|
|
|
|
$0.02
|
|
|
|
—
|
|
|
Losses and other charges (A)
|
|
|
1.8
|
|
|
(3.3
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
(2.3
|
)
|
|
|
($0.05
|
)
|
|
|
—
|
|
|
Amortization of debt discount on convertible notes
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2.9
|
|
|
1.0
|
|
|
1.8
|
|
|
|
$0.04
|
|
|
|
—
|
|
|
Intangible amortization expense
|
|
|
—
|
|
|
12.5
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.2
|
|
|
8.3
|
|
|
|
$0.19
|
|
|
|
—
|
|
|
Tax Adjustment (C)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.1
|
|
|
(4.1
|
)
|
|
|
($0.09
|
)
|
|
|
—
|
|
|
Shares due to Teleflex under note hedge (D)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$0.04
|
|
|
|
(1,428
|
)
|
|
Adjusted basis
|
|
|
$208.0
|
|
|
$106.0
|
|
|
|
—
|
|
|
—
|
|
|
$10.9
|
|
|
$17.4
|
|
|
$55.6
|
|
|
|
$1.33
|
|
|
|
41,836
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarter Ended - September 30, 2012
|
|
|
|
|
Cost
of
goods
sold
|
|
|
Selling,
general and
administrative
expenses
|
|
|
Restructuring
and other
impairment
charges
|
|
|
Loss on
extinguish-
ment of debt
|
|
|
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
|
|
|
$187.5
|
|
|
$114.9
|
|
|
|
$1.1
|
|
|
—
|
|
|
$18.2
|
|
|
$7.2
|
|
|
$24.3
|
|
|
|
$0.58
|
|
|
|
41,511
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other impairment charges
|
|
|
—
|
|
|
—
|
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
0.4
|
|
|
0.7
|
|
|
|
$0.02
|
|
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Losses and other charges (A)
|
|
|
—
|
|
|
9.9
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.5
|
|
|
8.4
|
|
|
|
$0.20
|
|
|
|
—
|
|
|
Early termination of interest rate swap (B)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
3.7
|
|
|
1.3
|
|
|
2.3
|
|
|
|
$0.06
|
|
|
|
—
|
|
|
Amortization of debt discount on convertible notes
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2.7
|
|
|
1.0
|
|
|
1.7
|
|
|
|
$0.04
|
|
|
|
—
|
|
|
Intangible amortization expense
|
|
|
—
|
|
|
11.1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
7.0
|
|
|
|
$0.17
|
|
|
|
—
|
|
|
Tax adjustment (C)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.3
|
|
|
(1.3
|
)
|
|
|
($0.03
|
)
|
|
|
—
|
|
|
Shares due to Teleflex under note hedge (D)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
$0.01
|
|
|
|
(347
|
)
|
|
Adjusted basis
|
|
|
$187.5
|
|
|
$94.0
|
|
|
|
—
|
|
|
—
|
|
|
$11.8
|
|
|
$16.8
|
|
|
$43.0
|
|
|
|
$1.05
|
|
|
|
41,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) In 2013, losses and other charges include approximately ($4.4)
million, net of tax, or ($0.10) per share, related to the reversal of a
contingent consideration liability; $2.1 million, net of tax, or $0.05
per share, primarily related to acquisition and severance costs. In
2012, losses and other charges include approximately $8.4 million, net
of tax, or $0.20 per share, related to acquisition costs.
(B) In 2011, the Company terminated an interest rate swap that, at the
date of termination, had a notional amount of $350 million. The interest
rate swap was designated as a cash flow hedge against the term loan
under the Company’s senior credit facility. At the date of termination,
the interest rate swap was in a liability position, resulting in a cash
payment by the Company to the counterparty of approximately $14.8
million, which included $3.1 million of accrued interest. In accordance
with GAAP, the Company amortized this amount as additional interest
expense over the remainder of the original term of the interest rate
swap, which expired in September 2012. In the third quarter of 2012, the
impact of the amortization, net of tax, was approximately $2.3 million,
or $0.06 per share.
(C) 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.
(D) Adjusted diluted shares are calculated by giving effect to the
anti-dilutive impact of the 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
|
|
|
|
|
|
Nine Months Ended – September 29, 2013
|
|
|
|
|
Cost
of
goods
sold
|
|
|
Selling,
general and
administrative
expenses
|
|
|
Goodwill
impairment
|
|
|
Restructuring
and other
impairment
charges
|
|
|
Gain/(loss)
on sales of
businesses
and assets
|
|
|
Loss on
extinguish-
ment of debt
|
|
|
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
|
|
|
$631.7
|
|
|
$358.4
|
|
|
|
—
|
|
|
$29.2
|
|
|
—
|
|
|
|
$1.3
|
|
|
$42.1
|
|
|
$19.0
|
|
|
|
$116.3
|
|
|
|
$2.69
|
|
|
|
43,246
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring and other impairment charges
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
29.2
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
6.1
|
|
|
|
23.1
|
|
|
|
$0.53
|
|
|
|
—
|
|
|
Gain/(loss) on sales of businesses and assets
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
1.3
|
|
|
—
|
|
|
0.5
|
|
|
|
0.8
|
|
|
|
$0.02
|
|
|
|
—
|
|
|
Losses and other charges (A)
|
|
|
2.0
|
|
|
(6.7
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
2.4
|
|
|
|
(7.0
|
)
|
|
|
($0.16
|
)
|
|
|
—
|
|
|
Amortization of debt discount on convertible notes
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
8.4
|
|
|
3.1
|
|
|
|
5.3
|
|
|
|
$0.12
|
|
|
|
—
|
|
|
Intangible amortization expense
|
|
|
—
|
|
|
37.1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
12.7
|
|
|
|
24.3
|
|
|
|
$0.56
|
|
|
|
—
|
|
|
Tax Adjustment (D)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
9.6
|
|
|
|
(9.6
|
)
|
|
|
($0.22
|
)
|
|
|
—
|
|
|
Shares due to Teleflex under note hedge (E)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
$0.12
|
|
|
|
(1,438
|
)
|
|
Adjusted basis
|
|
|
$629.7
|
|
|
$328.0
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
$33.7
|
|
|
$53.4
|
|
|
|
$153.1
|
|
|
|
$3.66
|
|
|
|
41,808
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended - September 30, 2012
|
|
|
|
|
Cost
of
goods
sold
|
|
|
Selling,
general and
administrative
expenses
|
|
|
Goodwill
impairment
|
|
|
Restructuring
and other
impairment
charges
|
|
|
Gain/(loss)
on sales of
businesses
and assets
|
|
|
Loss on
extinguish-
ment of debt
|
|
|
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
|
|
|
$582.9
|
|
|
$333.0
|
|
|
|
$332.1
|
|
|
$0.1
|
|
|
$0.3
|
|
|
|
—
|
|
|
$53.6
|
|
|
$3.0
|
|
|
|
($213.1
|
)
|
|
|
($5.22
|
)
|
|
|
40,831
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Goodwill impairment
|
|
|
—
|
|
|
—
|
|
|
|
332.1
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
17.0
|
|
|
|
315.1
|
|
|
|
$7.72
|
|
|
|
—
|
|
|
Restructuring and other impairment charges
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
0.1
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
|
|
0.1
|
|
|
|
—
|
|
|
|
—
|
|
|
Gain/(loss) on sales of businesses and assets
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
(0.3
|
)
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(0.3
|
)
|
|
|
($0.01
|
)
|
|
|
—
|
|
|
Loss on extinguishment of debt
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
Losses and other charges (A)
|
|
|
—
|
|
|
11.1
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
1.9
|
|
|
|
9.2
|
|
|
|
$0.23
|
|
|
|
—
|
|
|
Early termination of interest rate swap (B)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
11.1
|
|
|
4.0
|
|
|
|
7.0
|
|
|
|
$0.17
|
|
|
|
—
|
|
|
Amortization of debt discount on convertible notes
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
7.8
|
|
|
2.8
|
|
|
|
5.0
|
|
|
|
$0.12
|
|
|
|
—
|
|
|
Intangible amortization expense
|
|
|
—
|
|
|
32.3
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
11.8
|
|
|
|
20.5
|
|
|
|
$0.50
|
|
|
|
—
|
|
|
Anti-dilutive effect on EPS (C)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
($0.03
|
)
|
|
|
368
|
|
|
Tax adjustment (D)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
9.0
|
|
|
|
(9.0
|
)
|
|
|
($0.22
|
)
|
|
|
—
|
|
|
Shares due to Teleflex under note hedge (E)
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
|
$0.01
|
|
|
|
(123
|
)
|
|
Adjusted basis
|
|
|
$582.9
|
|
|
$289.6
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
—
|
|
|
$34.8
|
|
|
$49.4
|
|
|
|
$134.6
|
|
|
|
$3.28
|
|
|
|
41,076
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) In 2013, losses and other charges include approximately ($12.5)
million, net of tax, or ($0.29) per share, related to the reversal of
contingent consideration liabilities; $5.0 million, net of tax, or $0.12
per share, primarily related to acquisition and severance costs; and
($0.4) million, net of tax, or ($0.01) per share, related to a reserve
reversal associated with a previously announced stock keeping unit
(“SKU”) rationalization charge; and $0.8 million, net of tax, or $0.02
per share, related to a litigation verdict against the Company with
respect to a non-operating joint venture. In 2012, losses and other
charges include approximately $0.5 million, net of tax, or $0.01 per
share, related to contingent consideration liabilities; $8.7 million,
net of tax, or $0.22 per share, related to acquisition costs.
(B) In 2011, the Company terminated an interest rate swap that, at the
date of termination, had a notional amount of $350 million. The interest
rate swap was designated as a cash flow hedge against the term loan
under our senior credit facility. At the date of termination, the
interest rate swap was in a liability position resulting in a cash
payment by the Company to the counterparty of approximately $14.8
million, which included $3.1 million of accrued interest. In accordance
with GAAP, the Company amortized this amount as additional interest
expense over the remainder of the original term of the interest rate
swap, which expired in September 2012. In the first nine months of 2012,
the impact of the amortization, net of tax, was approximately $7.0
million, or $0.17 per share.
(C) The Company presents per share results using basic weighted average
shares, and separately presents diluted per share results, which reflect
with the impact of dilution on income. Under applicable accounting
guidance, if a company has a net loss from continuing operations, as was
the case for the Company in 2012, no common shares that potentially may
be issued are included in the computation of diluted per-share amounts
because such inclusion would result in an anti-dilutive per share
amount. However, the Company had net income on an adjusted basis in
2012. Therefore, common shares that would have a dilutive effect on
adjusted net income are deemed to be outstanding for purposes of the
calculation of 2012 adjusted diluted earnings per share.
(D) 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.
(E) Adjusted diluted shares are calculated by including the
anti-dilutive impact of the 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 29, 2013
|
|
|
December 31, 2012
|
|
|
|
|
(Dollars in thousands)
|
|
Note payable and current portion of long-term borrowings
|
|
|
$
|
4,700
|
|
|
$
|
4,700
|
|
|
|
|
|
|
|
|
|
|
|
Long term borrowings
|
|
|
|
980,688
|
|
|
|
965,280
|
|
|
|
|
|
|
|
|
|
|
|
Unamortized debt discount
|
|
|
|
51,312
|
|
|
|
59,720
|
|
|
|
|
|
|
|
|
|
|
|
Total debt obligations
|
|
|
|
1,036,700
|
|
|
|
1,029,700
|
|
|
|
|
|
|
|
|
|
|
|
Less: cash and cash equivalents
|
|
|
|
326,437
|
|
|
|
337,039
|
|
|
|
|
|
|
|
|
|
|
|
Net debt obligations
|
|
|
$
|
710,263
|
|
|
$
|
692,661
|
|
|
|
|
|
|
|
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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 Limerick, PA,
Teleflex employs approximately 11,200 people worldwide and serves
healthcare providers in more than 140 countries. 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 2013 constant currency revenue growth and
adjusted diluted earnings per share, the expected impact on revenues and
earnings per share resulting from the acquisition of Vidacare
Corporation and the expected completion date of the acquisition. 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; 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; unexpected expenditures in connection with the effectuation
of our acquisition of Vidacare; costs and length of time required to
comply with legal requirements and regulatory approvals applicable to
certain aspects of the acquisition, unanticipated difficulties in
connection with customer reaction to the acquisition; 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, 2012.
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TELEFLEX INCORPORATED AND SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
|
|
September 29,
2013
|
|
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September 30,
2012
|
|
|
|
|
(Dollars and shares in thousands,
except per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
$
|
413,796
|
|
|
|
$
|
368,054
|
|
|
Cost of goods sold
|
|
|
|
209,804
|
|
|
|
|
187,487
|
|
|
Gross profit
|
|
|
|
203,992
|
|
|
|
|
180,567
|
|
|
Selling, general and administrative expenses
|
|
|
|
115,228
|
|
|
|
|
114,878
|
|
|
Research and development expenses
|
|
|
|
15,638
|
|
|
|
|
14,760
|
|
|
Restructuring and other impairment charges
|
|
|
|
7,084
|
|
|
|
|
1,088
|
|
|
Income from continuing operations before interest, loss on
extinguishments of debt and taxes
|
|
|
|
66,042
|
|
|
|
|
49,841
|
|
|
Interest expense
|
|
|
|
13,948
|
|
|
|
|
18,493
|
|
|
Interest income
|
|
|
|
(144
|
)
|
|
|
|
(340
|
)
|
|
Loss on extinguishments of debt
|
|
|
|
1,250
|
|
|
|
|
—
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Income from continuing operations before taxes
|
|
|
|
50,988
|
|
|
|
|
31,688
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|
|
Taxes on income from continuing operations
|
|
|
|
5,209
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|
|
|
|
7,237
|
|
|
Income from continuing operations
|
|
|
|
45,779
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|
|
|
|
24,451
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|
|
Operating income (loss) from discontinued operations (including loss
on disposal of $38 for the three month period in 2012)
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|
|
38
|
|
|
|
|
(831
|
)
|
|
Taxes (benefit) on income (loss) from discontinued operations
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|
|
|
(991
|
)
|
|
|
|
1,690
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|
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Income (loss) from discontinued operations
|
|
|
|
1,029
|
|
|
|
|
(2,521
|
)
|
|
Net income
|
|
|
|
46,808
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|
|
|
|
21,930
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Less: Income from continuing operations attributable to
noncontrolling interest
|
|
|
|
234
|
|
|
|
|
188
|
|
|
Net income attributable to common shareholders
|
|
|
$
|
46,574
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|
|
|
$
|
21,742
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|
|
|
|
|
|
|
|
|
|
|
|
|
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Earnings per share available to common shareholders:
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Basic:
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|
|
|
|
|
|
|
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|
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Income from continuing operations
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|
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$
|
1.11
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|
|
|
$
|
0.59
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|
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Income (loss) from discontinued operations
|
|
|
|
0.02
|
|
|
|
|
(0.06
|
)
|
|
Net income
|
|
|
$
|
1.13
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|
|
|
$
|
0.53
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Diluted:
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|
|
|
|
|
|
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Income from continuing operations
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|
|
$
|
1.05
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|
|
|
$
|
0.58
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|
|
Income (loss) from discontinued operations
|
|
|
|
0.03
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|
|
|
|
(0.06
|
)
|
|
Net income
|
|
|
$
|
1.08
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|
|
|
$
|
0.52
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|
|
|
|
|
|
|
|
|
|
|
|
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Dividends per common share
|
|
|
$
|
0.34
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|
|
$
|
0.34
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|
|
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|
|
|
|
|
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|
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Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
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Basic
|
|
|
|
41,132
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|
|
|
|
40,890
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|
|
Diluted
|
|
|
|
43,264
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|
|
|
|
41,511
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|
|
|
|
|
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|
|
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Amounts attributable to common shareholders:
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|
|
|
|
|
|
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Income from continuing operations, net of tax
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|
|
$
|
45,545
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|
|
|
$
|
24,263
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Income (loss) from discontinued operations, net of tax
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|
|
|
1,029
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|
|
|
|
(2,521
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)
|
|
Net income
|
|
|
$
|
46,574
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|
|
|
$
|
21,742
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|
|
|
|
|
|
|
|
|
|
|
|
|
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|
|
TELEFLEX INCORPORATED AND SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
September 29,
2013
|
|
|
September 30,
2012
|
|
|
|
|
(Dollars and shares in thousands,
except per share)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenues
|
|
|
$
|
1,245,732
|
|
|
|
$
|
1,131,953
|
|
|
Cost of goods sold
|
|
|
|
631,730
|
|
|
|
|
582,908
|
|
|
Gross profit
|
|
|
|
614,002
|
|
|
|
|
549,045
|
|
|
Selling, general and administrative expenses
|
|
|
|
358,431
|
|
|
|
|
332,965
|
|
|
Research and development expenses
|
|
|
|
47,169
|
|
|
|
|
40,015
|
|
|
Goodwill impairment
|
|
|
|
—
|
|
|
|
|
332,128
|
|
|
Restructuring and other impairment charges
|
|
|
|
29,205
|
|
|
|
|
84
|
|
|
Gain on sales of businesses and assets
|
|
|
|
—
|
|
|
|
|
(332
|
)
|
|
Income (loss) from continuing operations before interest, loss on
extinguishments of debt and taxes
|
|
|
|
179,197
|
|
|
|
|
(155,815
|
)
|
|
Interest expense
|
|
|
|
42,566
|
|
|
|
|
54,944
|
|
|
Interest income
|
|
|
|
(458
|
)
|
|
|
|
(1,324
|
)
|
|
Loss on extinguishments of debt
|
|
|
|
1,250
|
|
|
|
|
—
|
|
|
Income (loss) from continuing operations before taxes
|
|
|
|
135,839
|
|
|
|
|
(209,435
|
)
|
|
Taxes on income (loss) from continuing operations
|
|
|
|
18,958
|
|
|
|
|
2,961
|
|
|
Income (loss) from continuing operations
|
|
|
|
116,881
|
|
|
|
|
(212,396
|
)
|
|
Operating loss from discontinued operations (including gain on
disposal of $2,226 for the nine month period in 2012)
|
|
|
|
(1,746
|
)
|
|
|
|
(7,951
|
)
|
|
Tax benefit on loss from discontinued operations
|
|
|
|
(1,547
|
)
|
|
|
|
(1,668
|
)
|
|
Loss from discontinued operations
|
|
|
|
(199
|
)
|
|
|
|
(6,283
|
)
|
|
Net income (loss)
|
|
|
|
116,682
|
|
|
|
|
(218,679
|
)
|
|
Less: Income from continuing operations attributable to
noncontrolling interest
|
|
|
|
629
|
|
|
|
|
701
|
|
|
Net income (loss) attributable to common shareholders
|
|
|
$
|
116,053
|
|
|
|
$
|
(219,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings per share available to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
$
|
2.83
|
|
|
|
$
|
(5.22
|
)
|
|
Loss from discontinued operations
|
|
|
|
(0.01
|
)
|
|
|
|
(0.15
|
)
|
|
Net income (loss)
|
|
|
$
|
2.82
|
|
|
|
$
|
(5.37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations
|
|
|
$
|
2.69
|
|
|
|
$
|
(5.22
|
)
|
|
Loss from discontinued operations
|
|
|
|
(0.01
|
)
|
|
|
|
(0.15
|
)
|
|
Net income (loss)
|
|
|
$
|
2.68
|
|
|
|
$
|
(5.37
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends per common share
|
|
|
$
|
1.02
|
|
|
|
$
|
1.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
41,087
|
|
|
|
|
40,831
|
|
|
Diluted
|
|
|
|
43,246
|
|
|
|
|
40,831
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amounts attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) from continuing operations, net of tax
|
|
|
$
|
116,252
|
|
|
|
$
|
(213,097
|
)
|
|
Loss from discontinued operations, net of tax
|
|
|
|
(199
|
)
|
|
|
|
(6,283
|
)
|
|
Net income (loss)
|
|
|
$
|
116,053
|
|
|
|
$
|
(219,380
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TELEFLEX INCORPORATED AND SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED BALANCE SHEETS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
September 29,
2013
|
|
|
December 31,
2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in thousands)
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
$
|
326,437
|
|
|
$
|
337,039
|
|
Accounts receivable, net
|
|
|
|
313,706
|
|
|
|
297,976
|
|
Inventories, net
|
|
|
|
346,116
|
|
|
|
323,347
|
|
Prepaid expenses and other current assets
|
|
|
|
33,393
|
|
|
|
28,712
|
|
Prepaid taxes
|
|
|
|
36,239
|
|
|
|
27,160
|
|
Deferred tax assets
|
|
|
|
44,122
|
|
|
|
46,882
|
|
Assets held for sale
|
|
|
|
10,435
|
|
|
|
7,963
|
|
Total current assets
|
|
|
|
1,110,448
|
|
|
|
1,069,079
|
|
Property, plant and equipment, net
|
|
|
|
320,542
|
|
|
|
297,945
|
|
Goodwill
|
|
|
|
1,241,393
|
|
|
|
1,249,456
|
|
Intangible assets, net
|
|
|
|
1,048,154
|
|
|
|
1,058,792
|
|
Investments in affiliates
|
|
|
|
1,703
|
|
|
|
2,066
|
|
Deferred tax assets
|
|
|
|
932
|
|
|
|
296
|
|
Other assets
|
|
|
|
65,191
|
|
|
|
61,863
|
|
Total assets
|
|
|
$
|
3,788,363
|
|
|
$
|
3,739,497
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
|
Current borrowings
|
|
|
$
|
4,700
|
|
|
$
|
4,700
|
|
Accounts payable
|
|
|
|
70,783
|
|
|
|
75,165
|
|
Accrued expenses
|
|
|
|
77,760
|
|
|
|
65,064
|
|
Current portion of contingent consideration
|
|
|
|
4,708
|
|
|
|
23,693
|
|
Payroll and benefit-related liabilities
|
|
|
|
66,104
|
|
|
|
74,586
|
|
Accrued interest
|
|
|
|
8,983
|
|
|
|
9,418
|
|
Income taxes payable
|
|
|
|
20,964
|
|
|
|
15,573
|
|
Other current liabilities
|
|
|
|
13,823
|
|
|
|
6,206
|
|
Total current liabilities
|
|
|
|
267,825
|
|
|
|
274,405
|
|
Long-term borrowings
|
|
|
|
980,688
|
|
|
|
965,280
|
|
Deferred tax liabilities
|
|
|
|
417,078
|
|
|
|
419,266
|
|
Pension and postretirement benefit liabilities
|
|
|
|
153,966
|
|
|
|
170,946
|
|
Noncurrent liability for uncertain tax positions
|
|
|
|
58,662
|
|
|
|
68,292
|
|
Other liabilities
|
|
|
|
47,882
|
|
|
|
59,771
|
|
Total liabilities
|
|
|
|
1,926,101
|
|
|
|
1,957,960
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
Total common shareholders’ equity
|
|
|
|
1,860,039
|
|
|
|
1,778,950
|
|
Noncontrolling interest
|
|
|
|
2,223
|
|
|
|
2,587
|
|
Total equity
|
|
|
|
1,862,262
|
|
|
|
1,781,537
|
|
Total liabilities and equity
|
|
|
$
|
3,788,363
|
|
|
$
|
3,739,497
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TELEFLEX INCORPORATED AND SUBSIDIARIES
|
|
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
Nine Months Ended
|
|
|
|
|
September 29,
2013
|
|
|
September 30,
2012
|
|
|
|
|
(Dollars in thousands)
|
|
Cash Flows from Operating Activities of Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
|
$
|
116,682
|
|
|
|
$
|
(218,679
|
)
|
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
|
199
|
|
|
|
|
6,283
|
|
|
Depreciation expense
|
|
|
|
30,735
|
|
|
|
|
26,159
|
|
|
Amortization expense of intangible assets
|
|
|
|
37,072
|
|
|
|
|
32,263
|
|
|
Amortization expense of deferred financing costs and debt discount
|
|
|
|
11,228
|
|
|
|
|
10,739
|
|
|
Loss on extinguishments of debt
|
|
|
|
1,250
|
|
|
|
|
—
|
|
|
Impairment of long-lived assets
|
|
|
|
3,354
|
|
|
|
|
—
|
|
|
Stock-based compensation
|
|
|
|
8,426
|
|
|
|
|
6,170
|
|
|
In-process research and development impairment
|
|
|
|
4,494
|
|
|
|
|
—
|
|
|
Gain on sales of businesses and assets
|
|
|
|
—
|
|
|
|
|
(332
|
)
|
|
Goodwill impairment
|
|
|
|
—
|
|
|
|
|
332,128
|
|
|
Deferred income taxes, net
|
|
|
|
(457
|
)
|
|
|
|
(27,217
|
)
|
|
Other
|
|
|
|
(24,442
|
)
|
|
|
|
(2,442
|
)
|
|
Changes in operating assets and liabilities, net of effects of
acquisitions and disposals:
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable
|
|
|
|
(12,395
|
)
|
|
|
|
1,934
|
|
|
Inventories
|
|
|
|
(23,576
|
)
|
|
|
|
(4,619
|
)
|
|
Prepaid expenses and other current assets
|
|
|
|
(5,420
|
)
|
|
|
|
10,144
|
|
|
Accounts payable and accrued expenses
|
|
|
|
(2,113
|
)
|
|
|
|
(2,047
|
)
|
|
Income taxes receivable and payable, net
|
|
|
|
(10,820
|
)
|
|
|
|
(31,352
|
)
|
|
Net cash provided by operating activities from continuing operations
|
|
|
|
134,217
|
|
|
|
|
139,132
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities of Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Expenditures for property, plant and equipment
|
|
|
|
(54,640
|
)
|
|
|
|
(46,092
|
)
|
|
Proceeds from sales of businesses and assets, net of cash sold
|
|
|
|
—
|
|
|
|
|
66,605
|
|
|
Investments in affiliates
|
|
|
|
(50
|
)
|
|
|
|
(80
|
)
|
|
Payments for businesses and intangibles acquired, net of cash
acquired
|
|
|
|
(40,450
|
)
|
|
|
|
(55,697
|
)
|
|
Net cash used in investing activities from continuing operations
|
|
|
|
(95,140
|
)
|
|
|
|
(35,264
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities of Continuing Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds from long-term borrowings
|
|
|
|
382,000
|
|
|
|
|
—
|
|
|
Repayment of long-term borrowings
|
|
|
|
(375,000
|
)
|
|
|
|
—
|
|
|
Debt extinguishment, issuance and amendment fees
|
|
|
|
(6,365
|
)
|
|
|
|
—
|
|
|
Decrease in notes payable and current borrowings
|
|
|
|
—
|
|
|
|
|
(706
|
)
|
|
Proceeds from stock compensation plans
|
|
|
|
6,395
|
|
|
|
|
7,714
|
|
|
Payments for contingent consideration
|
|
|
|
(16,367
|
)
|
|
|
|
(6,930
|
)
|
|
Payments to noncontrolling interest shareholders
|
|
|
|
(736
|
)
|
|
|
|
—
|
|
|
Dividends
|
|
|
|
(41,915
|
)
|
|
|
|
(41,661
|
)
|
|
Net cash used in financing activities from continuing operations
|
|
|
|
(51,988
|
)
|
|
|
|
(41,583
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows from Discontinued Operations:
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
|
(2,167
|
)
|
|
|
|
(6,477
|
)
|
|
Net cash used in investing activities
|
|
|
|
—
|
|
|
|
|
(2,351
|
)
|
|
Net cash used in discontinued operations
|
|
|
|
(2,167
|
)
|
|
|
|
(8,828
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
|
|
4,476
|
|
|
|
|
(2,716
|
)
|
|
Net (decrease) increase in cash and cash equivalents
|
|
|
|
(10,602
|
)
|
|
|
|
50,741
|
|
|
Cash and cash equivalents at the beginning of the period
|
|
|
|
337,039
|
|
|
|
|
584,088
|
|
|
Cash and cash equivalents at the end of the period
|
|
|
$
|
326,437
|
|
|
|
$
|
634,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|

Source: Teleflex Incorporated
Teleflex Incorporated
Jake Elguicze
Treasurer and Vice
President of Investor Relations
610-948-2836