Teleflex Inc 10-Q for FY2022 Q3
Teleflex Inc (TFX)
10-Q
2022-10-27
For: 2022-09-25
View Original
Added on
April 07, 2026
About this 10-Q
Teleflex Inc filed this 10-Q on October 27, 2022, covering the quarter ended September 25, 2022 (FY2022 Q3).
Headline figures
Quarter ended September 25, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $686.79M
- down 1.9% from $700.25M a year earlier
- Net income
- $101.9M
- down 48.8% from net income of $199.18M a year earlier
- Diluted EPS
- $2.16
- down 48.6% from $4.20 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| (Mark One) | |||||
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 25, 2022
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to .
Commission file number 1-5353
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) | (I.R.S. employer identification no.) | |||||||
(Address of principal executive offices and zip code)
(610 ) 225-6800
(Registrant’s telephone number, including area code)
(None)
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
| Securities registered pursuant to Section 12(b) of the Act: | ||||||||||||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| ☒ | Accelerated filer | ☐ | ||||||||||||||||||
| Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The registrant had 46,906,435 shares of common stock, par value $1.00 per share, outstanding as of October 25, 2022.
TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED SEPTEMBER 25, 2022
TABLE OF CONTENTS
| Page | ||||||||||||||
| Item 1: | ||||||||||||||
| Item 2: | ||||||||||||||
| Item 3: | ||||||||||||||
| Item 4: | ||||||||||||||
| Item 1: | ||||||||||||||
| Item 1A: | ||||||||||||||
| Item 2: | ||||||||||||||
| Item 3: | ||||||||||||||
| Item 4: | ||||||||||||||
| Item 5: | ||||||||||||||
| Item 6: | ||||||||||||||
1
PART I — FINANCIAL INFORMATION
Item 1. Financial Statements
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Cost of goods sold | |||||||||||||||||||||||
| Gross profit | |||||||||||||||||||||||
| Selling, general and administrative expenses | |||||||||||||||||||||||
| Research and development expenses | |||||||||||||||||||||||
| Restructuring and impairment charges | |||||||||||||||||||||||
| Gains on sale of asset and business | ( | ( | ( | ( | |||||||||||||||||||
| Income from continuing operations before interest and taxes | |||||||||||||||||||||||
| Interest expense | |||||||||||||||||||||||
| Interest income | ( | ( | ( | ( | |||||||||||||||||||
| Loss on extinguishment of debt | |||||||||||||||||||||||
| Income from continuing operations before taxes | |||||||||||||||||||||||
| Taxes on income from continuing operations | |||||||||||||||||||||||
| Income from continuing operations | |||||||||||||||||||||||
| Operating income (loss) from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Tax expense (benefit) on operating loss from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Income (loss) from discontinued operations | ( | ( | ( | ||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Earnings per share: | |||||||||||||||||||||||
| Basic: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Diluted: | |||||||||||||||||||||||
| Income from continuing operations | $ | $ | $ | $ | |||||||||||||||||||
| Loss from discontinued operations | ( | ( | |||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Weighted average common shares outstanding | |||||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
2
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| (Dollars in thousands) | |||||||||||||||||||||||
| Net income | $ | $ | $ | $ | |||||||||||||||||||
| Other comprehensive (loss) income, net of tax: | |||||||||||||||||||||||
Foreign currency translation, net of tax of $( | ( | ( | ( | ( | |||||||||||||||||||
Pension and other postretirement benefit plans adjustment, net of tax of $( | |||||||||||||||||||||||
Derivatives qualifying as hedges, net of tax of $( | |||||||||||||||||||||||
| Other comprehensive loss, net of tax: | ( | ( | ( | ( | |||||||||||||||||||
| Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
| September 25, 2022 | December 31, 2021 | ||||||||||
| (Dollars in thousands) | |||||||||||
| ASSETS | |||||||||||
| Current assets | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
| Accounts receivable, net | |||||||||||
| Inventories | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Prepaid taxes | |||||||||||
| Total current assets | |||||||||||
| Property, plant and equipment, net | |||||||||||
| Operating lease assets | |||||||||||
| Goodwill | |||||||||||
| Intangible assets, net | |||||||||||
| Deferred tax assets | |||||||||||
| Other assets | |||||||||||
| Total assets | $ | $ | |||||||||
| LIABILITIES AND EQUITY | |||||||||||
| Current liabilities | |||||||||||
| Current borrowings | $ | $ | |||||||||
| Accounts payable | |||||||||||
| Accrued expenses | |||||||||||
| Payroll and benefit-related liabilities | |||||||||||
| Accrued interest | |||||||||||
| Income taxes payable | |||||||||||
| Other current liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term borrowings | |||||||||||
| Deferred tax liabilities | |||||||||||
| Pension and postretirement benefit liabilities | |||||||||||
| Noncurrent liability for uncertain tax positions | |||||||||||
| Noncurrent operating lease liabilities | |||||||||||
| Other liabilities | |||||||||||
| Total liabilities | |||||||||||
| Commitments and contingencies | |||||||||||
| Total shareholders' equity | |||||||||||
| Total liabilities and shareholders' equity | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
4
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Nine Months Ended | |||||||||||
| September 25, 2022 | September 26, 2021 | ||||||||||
| (Dollars in thousands) | |||||||||||
| Cash flows from operating activities of continuing operations: | |||||||||||
| Net income | $ | $ | |||||||||
| Adjustments to reconcile net income to net cash provided by operating activities: | |||||||||||
| Loss from discontinued operations | |||||||||||
| Depreciation expense | |||||||||||
| Intangible asset amortization expense | |||||||||||
| Deferred financing costs and debt discount amortization expense | |||||||||||
| Loss on extinguishment of debt | |||||||||||
| Fair value step up of acquired inventory sold | |||||||||||
| Changes in contingent consideration | |||||||||||
| Assets impairment charges | |||||||||||
| Stock-based compensation | |||||||||||
| Gain on sale of business | ( | ( | |||||||||
| Deferred income taxes, net | ( | ||||||||||
| Payments for contingent consideration | ( | ( | |||||||||
| Interest benefit on swaps designated as net investment hedges | ( | ( | |||||||||
| Other | ( | ( | |||||||||
| Changes in assets and liabilities, net of effects of acquisitions and disposals: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Inventories | ( | ( | |||||||||
| Prepaid expenses and other assets | ( | ||||||||||
| Accounts payable, accrued expenses and other liabilities | ( | ||||||||||
| Income taxes receivable and payable, net | ( | ( | |||||||||
| Net cash provided by operating activities from continuing operations | |||||||||||
| Cash flows from investing activities of continuing operations: | |||||||||||
| Expenditures for property, plant and equipment | ( | ( | |||||||||
| Proceeds from sale of business and assets | |||||||||||
| Payments for businesses and intangibles acquired, net of cash acquired | ( | ( | |||||||||
| Net interest proceeds on swaps designated as net investment hedges | |||||||||||
| Proceeds from sales of investments | |||||||||||
| Purchase of investments | ( | ( | |||||||||
| Net cash (used in) provided by investing activities from continuing operations | ( | ||||||||||
| Cash flows from financing activities of continuing operations: | |||||||||||
| Proceeds from new borrowings | |||||||||||
| Reduction in borrowings | ( | ( | |||||||||
| Debt extinguishment, issuance and amendment fees | ( | ||||||||||
| Net (payments) proceeds from share based compensation plans and related tax impacts | ( | ||||||||||
| Payments for contingent consideration | ( | ( | |||||||||
| Dividends paid | ( | ( | |||||||||
| Proceeds from sale of treasury stock | |||||||||||
| Net cash used in financing activities from continuing operations | ( | ( | |||||||||
| Cash flows from discontinued operations: | |||||||||||
| Net cash used in operating activities | ( | ( | |||||||||
| Net cash used in discontinued operations | ( | ( | |||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | ( | |||||||||
| Net (decrease) increase in cash and cash equivalents | ( | ||||||||||
| Cash and cash equivalents at the beginning of the period | |||||||||||
| Cash and cash equivalents at the end of the period | $ | $ | |||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
5
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 27, 2022 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at June 26, 2022 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Balance at September 25, 2022 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
| Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock | Total | ||||||||||||||||||||||||||||||||||||||||||
| Shares | Dollars | Shares | Dollars | ||||||||||||||||||||||||||||||||||||||||||||
| (Dollars and shares in thousands, except per share) | |||||||||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2020 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at March 28, 2021 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
Other comprehensive income | |||||||||||||||||||||||||||||||||||||||||||||||
Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
Deferred compensation | — | — | ( | ( | |||||||||||||||||||||||||||||||||||||||||||
Balance as of June 27, 2021 | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Net income | |||||||||||||||||||||||||||||||||||||||||||||||
Cash dividends ($ | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Other comprehensive loss | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||
| Shares issued under compensation plans | ( | ||||||||||||||||||||||||||||||||||||||||||||||
| Deferred compensation | — | — | ( | ||||||||||||||||||||||||||||||||||||||||||||
Balance at September 26, 2021 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(all tabular amounts in thousands unless otherwise noted)
Note 1 — Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our" and “Teleflex”) are prepared on the same basis as its annual consolidated financial statements.
In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.
In accordance with applicable accounting standards and as permitted by Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in our annual consolidated financial statements. Therefore, our quarterly condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021.
Note 2 — Recently issued accounting standards
Note 3 — Net revenues
7
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table disaggregates revenue by global product category for the three and nine months ended September 25, 2022 and September 26, 2021.
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Vascular access | $ | $ | $ | $ | |||||||||||||||||||
| Anesthesia | |||||||||||||||||||||||
| Interventional | |||||||||||||||||||||||
| Surgical | |||||||||||||||||||||||
| Interventional urology | |||||||||||||||||||||||
| OEM | |||||||||||||||||||||||
Other (1) | |||||||||||||||||||||||
Net revenues (2) | $ | $ | $ | $ | |||||||||||||||||||
(1)Includes revenues generated from sales of our respiratory and urology products (other than interventional urology products). Certain product lines within the respiratory product category were sold during 2021. See Note 4 for additional information related to the Respiratory business divestiture.
(2) The product categories listed above are presented on a global basis, while each of our reportable segments other than the OEM reportable segment are defined based on the geographic location of its operations; the OEM reportable segment operates globally. Each of the geographically based reportable segments include net revenues from each of the non-OEM product categories listed above.
Note 4 — Acquisitions and Divestiture
On September 27, 2022, the second day of the fourth quarter, we completed the acquisition of Standard Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered stapling technology for bariatric surgery that will complement our surgical product portfolio. Under the terms of the agreement, we acquired Standard Bariatrics for an upfront cash payment of $170 million, with additional consideration of up to $130 million payable upon the achievement of certain commercial milestones. The milestone payments are based on net sales growth over the three-year period following the closing of the transaction. The acquisition was financed using borrowings under the Company's revolving credit facility and cash on hand.
Asset acquisition
On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.
Divestiture
On May 15, 2021, we entered into a definitive agreement to sell certain product lines within our global respiratory product portfolio (the "Divested respiratory business") to Medline Industries, Inc. (“Medline”) for consideration of $286.0 million, reduced by $12 million in working capital not transferring to Medline, which is subject to customary post close adjustments (the "Respiratory business divestiture"). In connection with the Respiratory business divestiture, we also entered into several ancillary agreements with Medline to help facilitate the transfer of the business, which provide for transition support, quality, supply and manufacturing services, including a manufacturing and supply transition agreement (the "MSTA").
On June 28, 2021, the first day of the third quarter of 2021, we completed the initial phase of the Respiratory business divestiture, pursuant to which we received cash proceeds of $259 million. The second phase of the Respiratory business divestiture will occur once we transfer certain additional manufacturing assets to Medline and is expected to occur prior to the end of 2023. We plan to recognize the remaining consideration, and any gain on sale resulting from the completion of the second phase of the divestiture, when it becomes realizable.
8
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 5 — Restructuring and impairment charges
We have ongoing restructuring initiatives consisting of a plan, initiated in connection with the Respiratory business divestiture described in Note 4, designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex (the “Respiratory divestiture plan”), and plans related to the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as the 2019 and 2018 Footprint realignment plans). The following tables provide a summary of our cost estimates and other information associated with these plans:
| Respiratory divestiture plan | 2019 Footprint realignment plan | 2018 Footprint realignment plan | |||||||||||||||||||||
| Plan expense estimates: | (Dollars in millions) | ||||||||||||||||||||||
| Termination benefits | $ | $ | $ | ||||||||||||||||||||
Other costs (1) | |||||||||||||||||||||||
| Restructuring charges | |||||||||||||||||||||||
Restructuring related charges (2) | |||||||||||||||||||||||
| Total restructuring and restructuring related charges | $ | $ | $ | ||||||||||||||||||||
| Other plan estimates: | |||||||||||||||||||||||
| Expected cash outlays | $ | $ | $ | ||||||||||||||||||||
| Expected capital expenditures | $ | $ | $ | ||||||||||||||||||||
| Other plan information: | |||||||||||||||||||||||
| Period initiated | May 2021 | February 2019 | May 2018 | ||||||||||||||||||||
| Estimated period of substantial completion | 2023 | 2022 | 2022 | ||||||||||||||||||||
| Aggregate restructuring charges | $ | $ | $ | ||||||||||||||||||||
| Restructuring reserve: | |||||||||||||||||||||||
| Balance as of September 25, 2022 | $ | $ | $ | ||||||||||||||||||||
| Restructuring related charges incurred: | |||||||||||||||||||||||
| Three Months Ended September 25, 2022 | $ | $ | $ | ||||||||||||||||||||
| Nine Months Ended September 25, 2022 | $ | $ | $ | ||||||||||||||||||||
| Aggregate restructuring related charges | $ | $ | $ | ||||||||||||||||||||
(1)Includes facility closure, employee relocation, equipment relocation and outplacement costs.
In 2014, we initiated a restructuring plan involving the consolidation of operations and a related reduction in workforce at certain facilities, in addition to the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations (the "2014 Footprint realignment plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.
9
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Restructuring and impairment charges recognized for the three and nine months ended September 25, 2022 and September 26, 2021 consisted of the following:
| Three Months Ended September 25, 2022 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Respiratory divestiture plan | $ | $ | $ | ||||||||||||||
| 2019 Footprint realignment plan | ( | ( | |||||||||||||||
| 2018 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (2) | |||||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
Three Months Ended September 26, 2021 | |||||||||||||||||
| Termination Benefits | Other Costs (1) | Total | |||||||||||||||
| Respiratory divestiture plan | $ | $ | ( | $ | |||||||||||||
| 2021 Restructuring plan | |||||||||||||||||
| 2019 Footprint realignment plan | |||||||||||||||||
| 2018 Footprint realignment plan | |||||||||||||||||
Other restructuring programs (3) | |||||||||||||||||
| Restructuring charges | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 25, 2022 | |||||||||||||||||
| Termination benefits | Other costs (1) | Total | |||||||||||||||
| Respiratory divestiture plan | $ | $ | $ | ||||||||||||||
| 2019 Footprint realignment plan | ( | ( | |||||||||||||||
| 2018 Footprint realignment plan | |||||||||||||||||
Other restructuring plans (2) | |||||||||||||||||
| Restructuring charges | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Restructuring and impairment charges | $ | $ | $ | ||||||||||||||
| Nine Months Ended September 26, 2021 | |||||||||||||||||
| Termination benefits | Other costs (1) | Total | |||||||||||||||
| Respiratory divestiture plan | $ | $ | $ | ||||||||||||||
| 2021 Restructuring plan | |||||||||||||||||
| 2019 Footprint realignment plan | |||||||||||||||||
| 2018 Footprint realignment plan | |||||||||||||||||
Other restructuring plans (3) | ( | ||||||||||||||||
| Restructuring charges | |||||||||||||||||
| Asset impairment charges | |||||||||||||||||
| Restructuring and impairment charges | $ | $ | $ | ||||||||||||||
(1) Other costs include facility closure, contract termination and other exit costs.
(2) Includes activity primarily related to a restructuring plan initiated in the first quarter of 2022 that is designed to relocate manufacturing operations at certain of our facilities, the 2021 Restructuring plan and the 2014 Footprint realignment plan.
(3) Includes the 2020 Workforce reduction plan, the program initiated during third quarter of 2019 and the 2014 Footprint realignment plan.
10
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 6 — Inventories
Inventories as of September 25, 2022 and December 31, 2021 consisted of the following:
| September 25, 2022 | December 31, 2021 | ||||||||||
| Raw materials | $ | $ | |||||||||
| Work-in-process | |||||||||||
| Finished goods | |||||||||||
| Inventories | $ | $ | |||||||||
Note 7 — Goodwill and other intangible assets
The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the nine months ended September 25, 2022:
| Americas | EMEA | Asia | OEM | Total | |||||||||||||||||||||||||||||||||||||||||||||||||
| December 31, 2021 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
| Currency translation adjustment | ( | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||
| September 25, 2022 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||
The gross carrying amount of, and accumulated amortization relating to, intangible assets as of September 25, 2022 and December 31, 2021 were as follows:
| Gross Carrying Amount | Accumulated Amortization | ||||||||||||||||||||||
| September 25, 2022 | December 31, 2021 | September 25, 2022 | December 31, 2021 | ||||||||||||||||||||
| Customer relationships | $ | $ | $ | ( | $ | ( | |||||||||||||||||
| In-process research and development | — | — | |||||||||||||||||||||
| Intellectual property | ( | ( | |||||||||||||||||||||
| Distribution rights | ( | ( | |||||||||||||||||||||
| Trade names | ( | ( | |||||||||||||||||||||
| Non-compete agreements | ( | ( | |||||||||||||||||||||
| $ | $ | $ | ( | $ | ( | ||||||||||||||||||
Note 8 — Financial instruments
Foreign currency forward contracts
We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. For the three and nine months ended September 25, 2022, we recognized losses of $1.0 million and $4.2 million, respectively, related to non-designated foreign currency forward contracts. For the three and nine months ended September 26, 2021, we recognized losses of $2.7 million and $5.2 million, respectively, related to non-designated foreign currency forward contracts.
The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of September 25, 2022 and December 31, 2021 was $161.8 million and $149.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of September 25, 2022 and December 31, 2021 was $153.4 million and $161.2 million, respectively. All open foreign currency forward contracts as of September 25, 2022 have durations of 12 months or less.
11
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Cross-currency interest rate swaps
During 2019, we entered into cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, we have notionally exchanged $250 million at an annual interest rate of 4.875 % for €219.2 million at an annual interest rate of 2.4595 %. The swap agreements are designed as net investment hedges and expire on March 4, 2024.
During 2018, we entered into cross-currency swap agreements with six different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.625 % for €433.9 million at an annual interest rate of 1.942 %. The swap agreements are designed as net investment hedges and expire on October 4, 2023.
The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement.
The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). The following table summarizes the foreign exchange gains and losses recognized within AOCI and the interest benefit recognized within interest expense related to cross currency swap for the three and nine months ended September 25, 2022 and September 26, 2021:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Foreign exchange gains | $ | $ | $ | $ | |||||||||||||||||||
| Interest benefit | |||||||||||||||||||||||
Balance sheet presentation
The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of September 25, 2022 and December 31, 2021:
| September 25, 2022 | December 31, 2021 | ||||||||||
| Fair Value | |||||||||||
| Asset derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Cross-currency interest rate swaps | |||||||||||
| Other assets | |||||||||||
| Total asset derivatives | $ | $ | |||||||||
| Liability derivatives: | |||||||||||
| Designated foreign currency forward contracts | $ | $ | |||||||||
| Non-designated foreign currency forward contracts | |||||||||||
| Other current liabilities | |||||||||||
| Total liability derivatives | $ | $ | |||||||||
See Note 10 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax. There was no
12
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 9 — Fair value measurement
The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of September 25, 2022 and December 31, 2021:
Total carrying value at September 25, 2022 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
| Total carrying value at December 31, 2021 | Quoted prices in active markets (Level 1) | Significant other observable Inputs (Level 2) | Significant unobservable Inputs (Level 3) | ||||||||||||||||||||
| Investments in marketable securities | $ | $ | $ | $ | |||||||||||||||||||
| Derivative assets | |||||||||||||||||||||||
| Derivative liabilities | |||||||||||||||||||||||
| Contingent consideration liabilities | |||||||||||||||||||||||
Valuation Techniques
Our financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to satisfy benefit obligations under our benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices.
Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forwards and cross-currency interest rate swaps to manage foreign currency transaction exposure, as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swaps by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.
13
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 10 — Shareholders' equity
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average number of common shares outstanding:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Basic | |||||||||||||||||||||||
| Dilutive effect of share-based awards | |||||||||||||||||||||||
| Diluted | |||||||||||||||||||||||
The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.7 million and 0.5 million for the three and nine months ended September 25, 2022, respectively, and 0.1
The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the nine months ended September 25, 2022 and September 26, 2021:
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2021 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Other comprehensive income (loss) before reclassifications | ( | ( | |||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | ( | ||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of September 25, 2022 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
| Cash Flow Hedges | Pension and Other Postretirement Benefit Plans | Foreign Currency Translation Adjustment | Accumulated Other Comprehensive (Loss) Income | ||||||||||||||||||||
| Balance as of December 31, 2020 | $ | ( | $ | ( | $ | ( | $ | ( | |||||||||||||||
| Other comprehensive (loss) income before reclassifications | ( | ( | ( | ||||||||||||||||||||
| Amounts reclassified from accumulated other comprehensive income | |||||||||||||||||||||||
| Net current-period other comprehensive income (loss) | ( | ( | |||||||||||||||||||||
| Balance as of September 26, 2021 | $ | $ | ( | $ | ( | $ | ( | ||||||||||||||||
14
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the three and nine months ended September 25, 2022 and September 26, 2021:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| (Gains) Loss on foreign exchange contracts: | |||||||||||||||||||||||
| Cost of goods sold | $ | ( | $ | $ | ( | $ | |||||||||||||||||
| Total before tax | ( | ( | |||||||||||||||||||||
| Taxes | |||||||||||||||||||||||
| Net of tax | ( | ( | |||||||||||||||||||||
Amortization of pension and other postretirement benefit items (1): | |||||||||||||||||||||||
| Actuarial losses | |||||||||||||||||||||||
| Prior-service costs | ( | ( | ( | ( | |||||||||||||||||||
| Total before tax | |||||||||||||||||||||||
| Tax benefit | ( | ( | ( | ( | |||||||||||||||||||
| Net of tax | |||||||||||||||||||||||
| Total reclassifications, net of tax | $ | ( | $ | $ | $ | ||||||||||||||||||
(1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans.
Note 11 — Taxes on income from continuing operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Effective income tax rate | |||||||||||||||||||||||
Note 12 — Commitments and contingent liabilities
15
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At September 25, 2022, we have recorded $2.0 million and $4.0 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of September 25, 2022. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10 -15 years.
Legal matters: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of September 25, 2022, we have recorded accrued liabilities of $0.2 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters.
In August 2022, the U.S. Department of Justice through the United States Attorney’s Office for the Northern District of Georgia (collectively, the “DOJ”) closed the previously disclosed investigation of one of our subsidiaries, NeoTract, Inc., under the civil False Claims Act, 31 U.S.C. §3729.
Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.
Other: We have been subject to an investigation by Chinese authorities related to a technical error regarding our country of origin designation for certain products we imported into China. Had the error not been made, we would have been obligated to make increased tariff payments in late 2018 through the first quarter of 2021. In addition to the tariffs and related interest, the Chinese authorities may impose a penalty for the unpaid tariffs.
To date, we have remitted payment for the requested amounts of the increased tariffs and we believe this to be the final action required to close the case. However, we have not received confirmation from the Chinese authorities that the case is closed and as a result, it remains possible that they may request payment for penalties and interest in the future. We believe the range of penalties could be between 30 % and 200 % of the increased tariff amount or between $3 million and $20 million.
Tax audits and examinations: We are routinely subject to tax examinations by various tax authorities. As of September 25, 2022, the most significant tax examinations in process were in Ireland, Germany, and France. We may establish reserves with respect to our uncertain tax positions, after we adjust the reserves to address developments with respect to our uncertain tax positions, including developments in these tax examinations. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to our recorded tax liabilities, which could impact our financial results.
16
TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)
Note 13 — Segment information
The following tables present our segment results for the three and nine months ended September 25, 2022 and September 26, 2021:
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| OEM | |||||||||||||||||||||||
| Net revenues | $ | $ | $ | $ | |||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Americas | $ | $ | $ | $ | |||||||||||||||||||
| EMEA | |||||||||||||||||||||||
| Asia | |||||||||||||||||||||||
| OEM | |||||||||||||||||||||||
Total segment operating profit (1) | |||||||||||||||||||||||
Unallocated expenses (2) | ( | ( | ( | ||||||||||||||||||||
| Income from continuing operations before interest and taxes | $ | $ | $ | $ | |||||||||||||||||||
(1)Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Commencing on January 1, 2022, all corporate expenses are allocated amongst the segments in proportion to the respective amounts of net revenues. The change in the measure of segment operating profit does not impact period over period comparability because the change was immaterial. For the three and nine months ended September 26, 2021, corporate expenses were allocated among the segments in proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time spent), depending on the category of expense involved.
(2)Unallocated expenses primarily include manufacturing variances other than fixed manufacturing cost absorption variances, restructuring and impairment charges and gain on sale of business.
17
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Teleflex Incorporated (“we,” “us,” “our" and “Teleflex”) is a global provider of medical technology products focused on enhancing clinical benefits, improving patient and provider safety and reducing total procedural costs. We primarily design, develop, manufacture and supply single-use medical devices used by hospitals and healthcare providers for common diagnostic and therapeutic procedures in critical care and surgical applications. We market and sell our products worldwide through a combination of our direct sales force and distributors. Because our products are used in numerous markets and for a variety of procedures, we are not dependent upon any one end-market or procedure. We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies.
We evaluate our portfolio of products and businesses on an ongoing basis to ensure alignment with our overall objectives. Based on our evaluation, we may identify opportunities to divest businesses and product lines that do not meet our objectives. In addition, we may seek to optimize utilization of our facilities through restructuring initiatives designed to further improve our cost structure and enhance our competitive position. We also may continue to explore opportunities to expand the size of our business and improve operating margins through a combination of acquisitions and distributor to direct sales conversions, which generally involve our elimination of a distributor from the sales channel, either by acquiring the distributor or terminating the distributor relationship (in some instances, particularly in Asia, the conversions involve our acquisition or termination of a master distributor and the continued sale of our products through sub-distributors or through new distributors). Distributor to direct sales conversions are designed to facilitate improved product pricing and more direct access to the end users of our products within the sales channel.
On June 13, 2022, we acquired a privately-owned company that designed a catheter product for an initial payment of $22.8 million with the potential to make additional payments of up to $26.2 million if certain commercial and revenue goals are met. The acquisition, which is expected to complement our interventional product portfolio, principally consisted of a proprietary catheter design and other related intellectual property, being amortized over a useful life of 15 years.
On September 27, 2022, the second day of the fourth quarter, we completed the acquisition of Standard Bariatrics, Inc. (“Standard Bariatrics”), a privately-held medical device company that commercialized a powered stapling technology for bariatric surgery that will complement our surgical product portfolio. Under the terms of the agreement, we acquired Standard Bariatrics for an upfront cash payment of $170 million, with additional consideration of up to $130 million payable upon the achievement of certain commercial milestones. The milestone payments are based on net sales growth over the three-year period following the closing of the transaction. The acquisition was financed using borrowings under the Company's revolving credit facility and cash on hand.
Economic factors impacting our business
The COVID-19 pandemic and related measures meant to reduce the spread of the virus continue to have an impact on our financial results and global operations. Along with staffing shortages at healthcare facilities stemming from the pandemic, we have and continue to experience varying levels of reduced demand within certain of our product lines due to lower elective procedure volumes compared to pre-pandemic levels. In addition, the pandemic has also impacted our contractors, suppliers, customers and other business partners and has generally had an adverse effect on macroeconomic conditions across the globe that has contributed to increased levels of overall cost inflation. While we have not yet experienced significant disruptions in our global manufacturing operations, constraints on the supply of specific raw materials used to manufacture our products along with logistical transport challenges have and continue to impact delivery times and have resulted in an increased level of backorders.
In addition to the impact of the COVID-19 pandemic, we continue to monitor the macro-economic impacts stemming from ongoing geopolitical conflicts that have contributed to continued inflation and exchange rate volatility.
We believe that the impacts stemming from the factors discussed above will continue to have an impact on our business, particularly in the near term, and that such impact would be most significant if COVID-19 becomes more prevalent or geopolitical conflicts escalate. As a result of the dynamic nature of each of these factors, we cannot accurately predict the extent or duration of the impacts on our business.
18
Results of Operations
As used in this discussion, "new products" are products for which commercial sales have commenced within the past 36 months, and “existing products” are products for which commercial sales commenced more than 36 months ago. Discussion of results of operations items that reference the effect of one or more acquired and/or divested businesses or assets (except as noted below with respect to acquired distributors) generally reflects the impact of the acquisitions and/or divestitures within the first 12 months following the date of the acquisition and/or divestiture. In addition to increases and decreases in the per unit selling prices of our products to our customers, our discussion of the impact of product price increases and decreases also reflects the impact on the pricing of our products resulting from the elimination of the distributor, either through acquisition or termination of the distributor, from the sales channel. All of the dollar amounts in the tables are presented in millions unless otherwise noted.
Certain financial information is presented on a rounded basis, which may cause minor differences.
Net revenues
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Net revenues | $ | 686.8 | $ | 700.3 | $ | 2,033.0 | $ | 2,047.6 | |||||||||||||||
Net revenues for the three months ended September 25, 2022 decreased $13.5 million, or 1.9%, compared to the prior year period, primarily due to a $42.5 million decrease in sales volumes of existing products, $29.4 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales made to Medline pursuant to the MSTA. The decreases in revenue were partially offset by a $56.0 million increase in sales of new products and price increases.
Net revenues for the nine months ended September 25, 2022 decreased $14.6 million, or 0.7%, compared to the prior year period, primarily due to $66.1 million of unfavorable fluctuations in foreign currency exchange rates, a $61.6 million decrease in sales volumes of existing products, a decrease in sales volumes attributed to the Respiratory business divestiture and a decrease in sales made to Medline pursuant to the MSTA. The decreases in revenue were partially offset by a $110.0 million increase in sales of new products and price increases.
Gross profit
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Gross profit | $ | 374.0 | $ | 387.8 | $ | 1,109.0 | $ | 1,129.9 | |||||||||||||||
| Percentage of sales | 54.4 | % | 55.4 | % | 54.5 | % | 55.2 | % | |||||||||||||||
Gross margin for the three months ended September 25, 2022 decreased 100 basis points, or 1.8%, compared to the prior year period, primarily due to an increase in cost inflation from macro-economic factors, specifically increased costs relating to logistics and distribution, raw material and labor, partially offset by price increases.
Gross margin for the nine months ended September 25, 2022 decreased 70 basis points, or 1.3%, compared to the prior year period, primarily due to an increase in cost inflation from macro-economic factors, specifically increased costs relating to logistics and distribution, raw material and labor, partially offset by price increases. Moreover, gross margin for the nine months ended September 26, 2021 reflected the adverse impact of the step-up in carrying value of inventory recognized in connection with the Z-Medica acquisition.
Selling, general and administrative
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Selling, general and administrative | $ | 209.6 | $ | 205.2 | $ | 630.4 | $ | 632.5 | |||||||||||||||
| Percentage of sales | 30.5 | % | 29.3 | % | 31.0 | % | 30.9 | % | |||||||||||||||
Selling, general and administrative expenses for the three months ended September 25, 2022 increased $4.4 million, compared to the prior year period primarily due to higher sales expenses across certain of our product portfolios and a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, which is described in Note 12 to the condensed consolidated financial statements, partially offset by favorable fluctuations in foreign currency exchange rates and lower performance related employee-benefit expenses.
19
Selling, general and administrative expenses for the nine months ended September 25, 2022 decreased $2.1 million, compared to the prior year period primarily due to favorable fluctuations in foreign currency exchange rates, a decrease in contingent consideration expense and lower performance related employee-benefit expenses, partially offset by higher sales expenses across certain of our product portfolios and a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities.
Research and development
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||||||||||||||
| Research and development | $ | 37.8 | $ | 31.8 | $ | 111.1 | $ | 95.0 | |||||||||||||||||||||||||||
| Percentage of sales | 5.5 | % | 4.5 | % | 5.5 | % | 4.6 | % | |||||||||||||||||||||||||||
The increase in research and development expenses for the three months ended September 25, 2022 compared to the prior year period was primarily attributable to European Union Medical Device Regulation ("EU MDR") related costs and higher project spend within certain of our product portfolios.
The increase in research and development expenses for the nine months ended September 25, 2022 compared to the prior year period was primarily attributable to EU MDR related costs.
Restructuring and impairment charges
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Restructuring and impairment charges | $ | 0.6 | $ | 1.0 | $ | 3.0 | $ | 20.5 | |||||||||||||||
Restructuring and impairment credits for the three months ended September 25, 2022 primarily consisted of restructuring costs related to the 2018 Footprint realignment plan.
Restructuring and impairment charges for the nine months ended September 25, 2022 primarily consisted of an impairment charge related to our decision to abandon certain assets.
Ongoing restructuring plans
We have an ongoing restructuring plan, initiated in connection with the Respiratory business divestiture, designed to separate the manufacturing operations to be transferred to Medline from those that will remain with Teleflex (the “Respiratory divestiture plan”). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the Respiratory divestiture plan of $24 million to $30 million.
We also have ongoing restructuring plans consisting of the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as the 2019 and 2018 Footprint realignment plans). We estimate that we will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2019 and 2018 Footprint realignment plans of $56 million to $60 million and $108 million to $116 million, respectively, and expect to achieve annual pre-tax savings of $20 million to $22 million and $27 million to $30 million, respectively, once the plans are fully implemented.
In 2014, we initiated a restructuring plan involving the consolidation of operations and a related reduction in workforce at certain facilities, in addition to the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations (the "2014 Footprint realignment plan”). The plan is substantially complete and as a result, we expect future restructuring expenses associated with the plan, if any, to be immaterial.
For additional information regarding our restructuring plans, refer to Note 5 within the condensed consolidated financial statements included in this report.
Gains on sale of asset and business
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Gains on sale of asset and business | $ | 6.5 | $ | 91.2 | $ | 6.5 | $ | 91.2 | |||||||||||||||
During the three and nine months ended September 25, 2022, we recognized a gain related to a sale of a building. During the three and nine months ended September 26, 2021, we recognized a gain related to the Respiratory business divestiture.
20
Interest expense
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Interest expense | $ | 13.4 | $ | 12.0 | $ | 35.2 | $ | 45.0 | |||||||||||||||
| Average interest rate on debt | 3.0 | % | 2.0 | % | 2.5 | % | 2.3 | % | |||||||||||||||
The increase in interest expense for the three months ended September 25, 2022 compared to the prior year period was primarily due to a higher average interest rate resulting from increases in interest rates associated with our variable interest rate debt instruments partially offset by a decrease in average debt outstanding.
The decrease in interest expense for the nine months ended September 25, 2022 compared to the prior year period was primarily due to a decrease in average debt outstanding partially offset by a higher average interest rate resulting from increases in interest rates associated with our variable interest rate debt instruments.
Taxes on income from continuing operations
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | September 25, 2022 | September 26, 2021 | ||||||||||||||||||||
| Effective income tax rate | 14.5 | % | 13.0 | % | 15.4 | % | 14.1 | % | |||||||||||||||
The effective income tax rates for the three and nine months ended September 25, 2022 include higher tax expense resulting from a U.S. law effective in 2022 requiring capitalization of certain research and development expenditures and tax expense related to non-deductible expenses associated with European Union Medical Device Regulation. The effective income tax rates for the three and nine months ended September 26, 2021 reflect tax expense associated with the Respiratory business divestiture and a significant net tax benefit related to share-based compensation whereas, the effective income tax rate for the nine months ended September 26, 2021 reflects tax benefits associated with the Z-Medica acquisition, the extinguishment of debt, and the 2021 Restructuring Plan. Additionally, the effective income tax rates for all of the periods reflect a tax benefit from research and development tax credits.
On August 16, 2022, the Inflation Reduction Act of 2022 was signed into law, which, among other things, implemented a 15% minimum tax on book income of certain large corporations. We continue to evaluate the impact the law will have on consolidated results of operations, but it is not expected to have a material effect on the consolidated financial statements.
Segment Financial Information
| Segment net revenues | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | % Increase/(Decrease) | September 25, 2022 | September 26, 2021 | % Increase/(Decrease) | ||||||||||||||||||||||||||||||
| Americas | $ | 405.1 | $ | 417.3 | (2.9) | $ | 1,195.7 | $ | 1,207.6 | (1.0) | |||||||||||||||||||||||||
| EMEA | 128.4 | 143.9 | (10.7) | 410.5 | 442.3 | (7.2) | |||||||||||||||||||||||||||||
| Asia | 82.0 | 75.0 | 9.4 | 227.8 | 219.2 | 3.9 | |||||||||||||||||||||||||||||
| OEM | 71.3 | 64.1 | 11.2 | 199.0 | 178.5 | 11.4 | |||||||||||||||||||||||||||||
| Segment net revenues | $ | 686.8 | $ | 700.3 | (1.9) | $ | 2,033.0 | $ | 2,047.6 | (0.7) | |||||||||||||||||||||||||
| Segment operating profit | |||||||||||||||||||||||||||||||||||
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||||||||||||||||
| September 25, 2022 | September 26, 2021 | % Increase/(Decrease) | September 25, 2022 | September 26, 2021 | % Increase/(Decrease) | ||||||||||||||||||||||||||||||
| Americas | $ | 107.2 | $ | 112.5 | (4.7) | $ | 318.5 | $ | 301.4 | 5.7 | |||||||||||||||||||||||||
| EMEA | 7.5 | 19.6 | (61.8) | 29.3 | 65.9 | (55.5) | |||||||||||||||||||||||||||||
| Asia | 22.9 | 27.5 | (16.9) | 61.8 | 65.6 | (5.9) | |||||||||||||||||||||||||||||
| OEM | 18.4 | 14.4 | 28.4 | 47.2 | 42.2 | 11.9 | |||||||||||||||||||||||||||||
Segment operating profit (1) | $ | 156.0 | $ | 174.0 | (10.3) | $ | 456.8 | $ | 475.1 | (3.9) | |||||||||||||||||||||||||
(1)See Note 13 to our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to our condensed consolidated income from continuing operations before interest and taxes.
21
Comparison of the three and nine months ended September 25, 2022 and September 26, 2021
Americas
Americas net revenues for the three months ended September 25, 2022 decreased $12.2 million, or 2.9%, compared to the prior year period, which was primarily attributable to a $60.6 million decrease in sales volumes of existing products and an $8.9 million decrease in sales made to Medline pursuant to the MSTA, partially offset by a $52.5 million increase in sales of new products and price increases.
Americas net revenues for the nine months ended September 25, 2022 decreased $11.9 million, or 1.0%, compared to the prior year period, which was primarily attributable to a $122.3 million decrease in sales volumes of existing products and a decrease in sales made to Medline pursuant to the MSTA, partially offset by a $103.6 million increase in sales of new products and price increases.
Americas operating profit for the three months ended September 25, 2022 decreased $5.3 million, or 4.7%, compared to the prior year period, which was primarily attributable to a decrease in gross profit resulting from lower sales and cost inflation, partially offset by price increases. The decrease in operating profit was also due to higher sales expenses across certain of our product portfolios.
Americas operating profit for the nine months ended September 25, 2022 increased $17.1 million, or 5.7%, compared to the prior year period, which was primarily attributable to a decrease in contingent consideration expense and lower general and administrative expenses, partially offset by higher sales expenses across certain of our product portfolios.
EMEA
EMEA net revenues for the three months ended September 25, 2022 decreased $15.5 million, or 10.7%, compared to the prior year period, which was primarily attributable to $19.6 million of unfavorable fluctuations in foreign currency exchange rates, partially offset by an increase in sales volumes of existing products.
EMEA net revenues for the nine months ended September 25, 2022 decreased $31.8 million, or 7.2%, compared to the prior year period, which was primarily attributable to $45.2 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales volumes attributed to the Respiratory business divestiture, partially offset by an $18.4 million increase in sales volumes of existing products.
EMEA operating profit for the three and nine months ended September 25, 2022 decreased $12.1 million, or 61.8%, and $36.6 million, or 55.5%, respectively, compared to the prior year period, which was primarily attributable to unfavorable fluctuations in foreign currency exchange rates and an increase in EU MDR costs within research and development.
Asia
Asia net revenues for the three months ended September 25, 2022 increased $7.0 million, or 9.4%, compared to the prior year period, which was primarily attributable to a $10.5 million increase in sales volumes of existing products and sales of new products, partially offset by $6.9 million of unfavorable fluctuations in foreign currency exchange rates.
Asia net revenues for the nine months ended September 25, 2022 increased $8.6 million, or 3.9%, compared to the prior year period, which was primarily attributable to a $24.8 million increase in sales volumes of existing products, partially offset by $14.4 million of unfavorable fluctuations in foreign currency exchange rates and a decrease in sales volumes attributed to the Respiratory business divestiture.
Asia operating profit for the three months ended September 25, 2022 decreased $4.6 million, or 16.9%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, which is described in Note 12 to the condensed consolidated financial statements, and unfavorable fluctuations in foreign currency exchange rates, partially offset by an increase in gross profit resulting from higher sales.
Asia operating profit for the nine months ended September 25, 2022 decreased $3.8 million, or 5.9%, compared to the prior year period, which was primarily attributable to a benefit recognized in the prior year resulting from the reversal of a contingent liability related to tariffs imposed by Chinese authorities, partially offset by an increase in gross profit resulting from higher sales.
22
OEM
OEM net revenues for the three months ended September 25, 2022 increased $7.2 million, or 11.2%, compared to the prior year period, which was primarily attributable to a $5.7 million increase in sales volumes of existing products and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.
OEM net revenues for the nine months ended September 25, 2022 increased $20.5 million, or 11.4%, compared to the prior year period, which was primarily attributable to a $17.6 million increase in sales volumes of existing products and price increases, partially offset by unfavorable fluctuations in foreign currency exchange rates.
OEM operating profit for the three and nine months ended September 25, 2022 increased $4.0 million, or 28.4%, and $5.0 million, or 11.9%, respectively, compared to the prior year period, which was primarily attributable to an increase in gross profit resulting from higher sales volume, partially offset by an increase in general and administrative expenses.
Liquidity and Capital Resources
We believe our cash flow from operations, available cash and cash equivalents and borrowings under our revolving credit facility will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. We have net cash provided by United States based operating activities as well as non-United States sources of cash available to help fund our debt service requirements in the United States. We manage our worldwide cash requirements by monitoring the funds available among our subsidiaries and determining the extent to which we can access those funds on a cost effective basis.
Cash Flows
Net cash provided by operating activities from continuing operations was $244.4 million for the nine months ended September 25, 2022 as compared to $450.5 million for the nine months ended September 26, 2021. The $206.1 million decrease was primarily attributable to unfavorable operating results, higher tax payments, higher payroll and benefit related payments and unfavorable changes in working capital driven by an increase in inventory purchases to support business growth.
Net cash used in investing activities from continuing operations was $57.2 million for the nine months ended September 25, 2022, and primarily consisted of $52.6 million of capital expenditures and $27.3 million in net payments for businesses and intangibles acquired, partially offset by $12.4 million in proceeds from the sale of business and assets and $10.3 million in net interest proceeds on swaps designated as net investment hedges.
Net cash used in financing activities from continuing operations was $200.4 million for the nine months ended September 25, 2022, and primarily consisted of $144.3 million of repayments on our senior credit facility and $47.8 million in dividend payments.
Borrowings
The indenture governing our 4.625% Senior Notes due 2027 (the “2027 Notes”) and 4.25% Senior Notes due 2028 (the "2028 Notes") contain covenants that, among other things and subject to certain exceptions, limit or restrict our ability, and the ability of our subsidiaries, to create liens; consolidate, merge or dispose of certain assets; and enter into sale leaseback transactions.
As of September 25, 2022, we were in compliance with these requirements. The obligations under the Credit Agreement, the 2027 Notes and 2028 Notes are guaranteed (subject to certain exceptions) by substantially all of our material domestic subsidiaries, and the obligations under the Credit Agreement are (subject to certain exceptions and limitations) secured by a lien on substantially all of the assets owned by us and each guarantor.
23
Summarized Financial Information – Obligor Group
The 2027 Notes are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes is guaranteed, jointly and severally, by an enumerated group of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. Summarized financial information for the Parent and Guarantor Subsidiaries (collectively, the “Obligor Group”) as of September 25, 2022 and December 31, 2021 and for the nine months ended September 25, 2022 is as follows:
| Nine Months Ended | ||||||||||||||||||||
| September 25, 2022 | ||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | ||||||||||||||||||
| Net revenue | $ | 1,444.7 | $ | 150.6 | $ | 1,294.1 | ||||||||||||||
| Cost of goods sold | 828.8 | 168.2 | 660.6 | |||||||||||||||||
| Gross profit | 615.9 | (17.6) | 633.5 | |||||||||||||||||
| Income from continuing operations | 224.3 | 103.9 | 120.4 | |||||||||||||||||
| Net income | 224.1 | 103.9 | 120.2 | |||||||||||||||||
| September 25, 2022 | December 31, 2021 | |||||||||||||||||||||||||||||||||||||
| Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | Obligor Group | Intercompany | Obligor Group (excluding Intercompany) | |||||||||||||||||||||||||||||||||
| Total current assets | $ | 943.2 | $ | 103.8 | $ | 839.4 | $ | 812.5 | $ | 53.6 | $ | 758.9 | ||||||||||||||||||||||||||
| Total assets | 3,206.1 | 1,399.0 | 1,807.1 | 3,084.4 | 1,419.4 | 1,665.0 | ||||||||||||||||||||||||||||||||
| Total current liabilities | 813.5 | 536.4 | 277.1 | 879.7 | 523.6 | 356.1 | ||||||||||||||||||||||||||||||||
| Total liabilities | 3,295.0 | 892.2 | 2,402.8 | 3,541.2 | 886.8 | 2,654.4 | ||||||||||||||||||||||||||||||||
The same accounting policies as described in Note 1 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2021 are used by the Parent Company and each of its subsidiaries in connection with the summarized financial information presented above. The Intercompany column in the table above represents transactions between and among the Obligor Group and non-guarantor subsidiaries (i.e. those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes). Obligor investments in non-guarantor subsidiaries and any related activity are excluded from the financial information presented above.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
In our Annual Report on Form 10-K for the year ended December 31, 2021, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.
New Accounting Standards
See Note 2 to the condensed consolidated financial statements included in this report for a discussion of recently issued accounting guidance, including estimated effects, if any, of adoption of the guidance on our financial statements.
Forward-Looking Statements
All statements made in this Quarterly Report on Form 10-Q, other than statements of historical fact, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “will,” “would,” “should,” “guidance,” “potential,” “continue,” “project,” “forecast,” “confident,” “prospects” and similar expressions
24
typically are used to identify forward-looking statements. Forward-looking statements are based on the then-current expectations, beliefs, assumptions, estimates and forecasts about our business and the industry and markets in which we operate. These statements are not guarantees of future performance and are subject to risks and uncertainties, which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including the adverse economic conditions associated with the COVID-19 global health pandemic, stay-at-home and other orders, which could cause material delays and cancellations of elective procedures, curtailed or delayed spending by customers and result in disruptions to our supply chain, closure of our facilities, delays in product launches or diversion of management and other resources to respond to the COVID-19 pandemic; the impact of global and regional economic and credit market conditions on healthcare spending; the risk that the COVID-19 pandemic disrupts local economies and causes economies to enter prolonged recessions; changes in business relationships with and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; our inability to provide products to our customers, which may be due to, among other things, events that impact key distributors, suppliers and vendors that sterilize our products; our inability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with our expectations; our inability to effectively execute our restructuring plans; our inability to realize anticipated savings resulting from restructuring plans; the impact of enacted healthcare reform legislation and proposals to amend, replace or repeal the legislation; changes in Medicare, Medicaid and third party coverage and reimbursements; the impact of tax legislation and related regulations; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; global economic factors, including currency exchange rates, interest rates, trade disputes, sovereign debt issues, and international conflicts and hostilities, such as the ongoing conflict between Russia and Ukraine; difficulties in entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A, "Risk Factors," in our Annual Report on Form 10-K for the year ended December 31, 2021. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise explicitly stated by us or as required by law or regulation.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to the information set forth in Part II, Item 7A of our Annual Report on Form 10-K for the year ended December 31, 2021.
Item 4. Controls and Procedures
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during our most recently completed fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
25
PART II — OTHER INFORMATION
Item 1. Legal Proceedings
We are party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability and product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of September 25, 2022 and December 31, 2021, we had accrued liabilities of approximately $0.2 million in connection with these matters, representing our best estimate of the cost within the range of estimated possible loss that will be incurred to resolve these matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding lawsuits or claims is likely to be, individually or in the aggregate, material to our business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to our business, financial condition, results of operations or liquidity.
Item 1A. Risk Factors
See the information set forth in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2021. There have been no significant changes in risk factors for the quarter ended September 25, 2022.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Not applicable.
26
Item 6. Exhibits
The following exhibits are filed as part of, or incorporated by reference into, this report:
| Exhibit No. | Description | |||||||||||||
31.1 | — | |||||||||||||
31.2 | — | |||||||||||||
32.1 | — | |||||||||||||
32.2 | — | |||||||||||||
101.1 | — | The following materials from our Quarterly Report on Form 10-Q for the quarter ended September 25, 2022, formatted in inline XBRL (eXtensible Business Reporting Language): (i) Cover Page; (ii) the Condensed Consolidated Statements of Income for the three and nine months ended September 25, 2022 and September 26, 2021; (iii) the Condensed Consolidated Statements of Comprehensive Income for the three and nine months ended September 25, 2022 and September 26, 2021; (iv) the Condensed Consolidated Balance Sheets as of September 25, 2022 and December 31, 2021; (v) the Condensed Consolidated Statements of Cash Flows for the nine months ended September 25, 2022 and September 26, 2021; (vi) the Condensed Consolidated Statements of Changes in Equity for the three and nine months ended September 25, 2022 and September 26, 2021; and (vii) Notes to Condensed Consolidated Financial Statements. | ||||||||||||
104.1 | — | The cover page of the Company's Quarterly Report on Form 10-Q for the quarter ended September 25, 2022, formatted in inline XBRL (included in Exhibit 101.1). | ||||||||||||
____________________________________
27
22SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| TELEFLEX INCORPORATED | ||||||||||||||
| By: | /s/ Liam J. Kelly | |||||||||||||
Liam J. Kelly President and Chief Executive Officer (Principal Executive Officer) | ||||||||||||||
| By: | /s/ Thomas E. Powell | |||||||||||||
Thomas E. Powell Executive Vice President and Chief Financial Officer (Principal Financial Officer) | ||||||||||||||
Dated: October 27, 2022
28
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Liam J. Kelly, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 27, 2022 | /s/ Liam J. Kelly | |||||||
| Liam J. Kelly | ||||||||
| President and Chief Executive Officer | ||||||||
Exhibit 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
I, Thomas E. Powell, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Teleflex Incorporated;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 27, 2022 | /s/ Thomas E. Powell | |||||||
| Thomas E. Powell | ||||||||
| Executive Vice President and Chief Financial Officer | ||||||||
Exhibit 32.1
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending September 25, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Liam J. Kelly, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: October 27, 2022 | /s/ Liam J. Kelly | |||||||
| Liam J. Kelly President and Chief Executive Officer | ||||||||
Exhibit 32.2
CERTIFICATION PURSUANT TO
RULE 13a-14(b) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
In connection with the Quarterly Report of Teleflex Incorporated (the “Company”) on Form 10-Q for the period ending September 25, 2022, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Thomas E. Powell, Executive Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company.
| Date: October 27, 2022 | /s/ Thomas E. Powell | |||||||
| Thomas E. Powell Executive Vice President and Chief Financial Officer | ||||||||