8-K
TELEFLEX INC (TFX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
| Date of Report (Date of Earliest Event Reported) | July 28, 2022 |
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TELEFLEX INCORPORATED
(Exact name of Registrant as Specified in Its Charter)
| Delaware | 1-5353 | 23-1147939 | ||||||
|---|---|---|---|---|---|---|---|---|
| (State or Other Jurisdiction<br><br>of Incorporation or Organization) | (Commission File Number) | (IRS Employer<br><br>Identification No.) | 550 E. Swedesford Rd., Suite 400 | Wayne, | PA | 19087 | ||
| --- | --- | --- | --- | --- | ||||
| (Address of Principal Executive Offices) | (Zip Code) | |||||||
| Registrant’s Telephone Number, Including Area Code | (610) | 225-6800 | Not applicable | |||||
| --- | ||||||||
| (Former Name or Former Address, If Changed Since Last Report) | Securities registered pursuant to Section 12(b) of the Act: | |||||||
| --- | --- | --- | --- | |||||
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
| Common Stock, par value $1 per share | TFX | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. ☐
Item 2.02. Results of Operations and Financial Condition.
On July 28, 2022, Teleflex Incorporated (the “Company”) issued a press release (the “Press Release”) announcing its financial results for the quarter ended June 26, 2022. A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report.
In addition to the financial information included in the Press Release that has been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), the Press Release includes certain non-GAAP financial measures. These measures include constant currency revenue growth and adjusted diluted earnings per share. Constant currency revenue growth is based upon net revenues, adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and generally are outside of the control of our management. We believe that this measure facilitates a comparison of our operating performance exclusive of fluctuations that do not reflect our underlying performance or business trends. Adjusted diluted earnings per share is based upon diluted earnings per share available to common stockholders, the most directly comparable GAAP measure, adjusted to exclude, depending on the period presented, the impact (net of tax) of (i) restructuring, restructuring related and impairment items; (ii) acquisition, integration and divestiture related items; (iii) other items identified in note (C) to each of the reconciliation tables set forth in the Press Release; (iv) certain expenditures associated with the registration of medical devices under the European Union Medical Device Regulation; (v) intangible amortization expense; and (vi) tax adjustments. Management does not believe that any of the excluded items are indicative of our underlying core performance or business trends.
Management uses these non-GAAP financial measures to assess the Company's financial performance, make operating decisions, allocate financial resources, provide guidance on possible future results, and assist in its evaluation of period-to-period and peer comparisons. The non-GAAP measures may be useful to investors because they provide insight into management’s assessment of our business, and provide supplemental information pertinent to a comparison of period-to-period results of our ongoing operations. The non-GAAP financial measures are presented in addition to results presented in accordance with GAAP and should not be relied upon as a substitute for GAAP financial measures. Moreover, our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.
The information furnished pursuant to Item 2.02 of this Current Report, including Exhibit 99.1 hereto, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended, or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered "filed" or incorporated by reference therein.
Item 7.01. Regulation FD Disclosure.
In connection with the conference call to be held by the Company on July 28, 2022 to discuss its financial results for the quarter ended June 26, 2022, the Company plans to reference a slide presentation, which will be made available in advance of the call through the Company’s website. A copy of the slide presentation is furnished as Exhibit 99.2 to this Current Report.
The information furnished pursuant to Item 7.01 of this Current Report, including Exhibit 99.2, shall not be considered “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of such section, nor shall it be incorporated by reference into future filings by the Company under the Securities Act of 1933, as amended or under the Securities Exchange Act of 1934, as amended, unless the Company expressly sets forth in such future filing that such information is to be considered “filed” or incorporated by reference therein.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Earnings Press Release, datedJuly28, 2022
99.2 Earnings Conference Call Slide Presentation
104 The Cover Page from this Current Report on Form 8-K, formatted in Inline XBRL
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: July 28, 2022 | TELEFLEX INCORPORATED<br><br><br><br><br><br>By: /s/ Thomas E. Powell<br><br>Name: Thomas E. Powell<br><br>Title: Executive Vice President and<br><br>Chief Financial Officer |
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Document
Exhibit 99.1
| FOR IMMEDIATE RELEASE | July 28, 2022 |
|---|
Teleflex Reports Second Quarter Financial Results And Full Year Outlook
Wayne, PA -- Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced financial results for the second quarter ended June 26, 2022.
Second quarter financial summary
•Revenues of $704.5 million, down 1.3% year-over-year; up 2.3% on a constant currency basis
•GAAP diluted EPS from continuing operations of $2.23, compared to $1.76 in the prior year period
•Adjusted diluted EPS from continuing operations of $3.39, compared to $3.35 in the prior year period
2022 guidance summary
•Reducing GAAP and constant currency revenue growth guidance to (0.45)% to 0.55% and 3.25% to 4.25%, respectively
•Lowering GAAP EPS from continuing operations guidance to $8.04 to $8.44 from $8.85 to $9.45
•Lowering adjusted diluted EPS from continuing operations guidance to $13.00 to $13.40 from $13.70 to $14.30
"Our second quarter results showed the resilience of our diverse portfolio of growth drivers and medically-necessary products," said Liam Kelly, Teleflex's Chairman, President and Chief Executive Officer. "Nonetheless, we did not see the expected operating environment recovery in our Interventional Urology business during the second quarter. Despite the near-term challenges, we remain committed to our multi-year strategy to drive growth in our high-growth portfolio and durable core, enhance margins, and advance our ESG initiatives."
NET REVENUE BY SEGMENT
The following table provides information regarding net revenues in each of the Company's reportable operating segments for the three and six months ended June 26, 2022 and June 27, 2021 on both a GAAP and constant currency basis.
| Three Months Ended | % Increase / (Decrease) | ||||
|---|---|---|---|---|---|
| June 26, 2022 | June 27, 2021 | Reported Revenue Growth | Currency Impact | Constant Currency Revenue Growth | |
| Americas | $412.7 | $414.8 | (0.5)% | (0.2)% | (0.3)% |
| EMEA | 145.2 | 157.1 | (7.6)% | (11.0)% | 3.4% |
| Asia | 76.6 | 80.6 | (5.0)% | (6.8)% | 1.8% |
| OEM | 70.0 | 61.0 | 14.8% | (2.8)% | 17.6% |
| Total | $704.5 | $713.5 | (1.3)% | (3.6)% | 2.3% |
| Six Months Ended | Six Months Ended | ||||
| --- | --- | --- | --- | --- | --- |
| June 26, 2022 | June 27, 2021 | Reported Revenue Growth | Currency Impact | Constant Currency Revenue Growth | |
| Americas | $790.7 | $790.3 | 0.1% | (0.1)% | 0.2% |
| EMEA | 282.1 | 298.3 | (5.5)% | (8.9)% | 3.4% |
| Asia | 145.8 | 144.3 | 1.0% | (5.6)% | 6.6% |
| OEM | 127.7 | 114.5 | 11.5% | (2.2)% | 13.7% |
| Total | $1,346.3 | $1,347.4 | (0.1)% | (2.8)% | 2.7% |
NET REVENUE BY GLOBAL PRODUCT CATEGORY
The following table provides information regarding net revenues in each of the Company's global product categories for the three and six months ended June 26, 2022 and June 27, 2021 on both a GAAP and constant currency basis.
| Three Months Ended | % Increase / (Decrease) | ||||
|---|---|---|---|---|---|
| June 26, 2022 | June 27, 2021 | Reported Revenue Growth | Currency Impact | Constant Currency Revenue Growth | |
| Vascular Access | $163.9 | $167.7 | (2.3)% | (3.3)% | 1.0% |
| Interventional | 114.4 | 112.1 | 2.0% | (3.3)% | 5.3% |
| Anesthesia | 104.7 | 95.4 | 9.7% | (4.7)% | 14.4% |
| Surgical | 99.6 | 98.2 | 1.5% | (4.4)% | 5.9% |
| Interventional Urology | 79.8 | 92.2 | (13.5)% | (0.3)% | (13.2)% |
| OEM | 70.0 | 61.0 | 14.8% | (2.8)% | 17.6% |
| Other | 72.1 | 86.9 | (16.9)% | (6.0)% | (10.9)% |
| Total | $704.5 | $713.5 | (1.3)% | (3.6)% | 2.3% |
| Six Months Ended | Six Months Ended | ||||
| --- | --- | --- | --- | --- | --- |
| June 26, 2022 | June 27, 2021 | Reported Revenue Growth | Currency Impact | Constant Currency Revenue Growth | |
| Vascular Access | $330.1 | $331.7 | (0.5)% | (2.6)% | 2.1% |
| Interventional | 211.3 | 208.3 | 1.4% | (2.5)% | 3.9% |
| Anesthesia | 191.6 | 180.3 | 6.3% | (3.6)% | 9.9% |
| Surgical | 189.3 | 178.6 | 6.0% | (3.8)% | 9.8% |
| Interventional Urology | 154.7 | 165.6 | (6.6)% | (0.2)% | (6.4)% |
| OEM | 127.7 | 114.5 | 11.5% | (2.2)% | 13.7% |
| Other | 141.6 | 168.5 | (15.9)% | (4.6)% | (11.3)% |
| Total | $1,346.3 | $1,347.4 | (0.1)% | (2.8)% | 2.7% |
OTHER FINANCIAL HIGHLIGHTS
•Depreciation expense, amortization of intangible assets and deferred financing charges for the six months ended June 26, 2022 totaled $116.7 million compared to $122.2 million for the prior year period.
•Cash and cash equivalents at June 26, 2022 were $308.1 million compared to $445.1 million at December 31, 2021.
•Net accounts receivable at June 26, 2022 were $415.3 million compared to $383.6 million at December 31, 2021.
•Inventories at June 26, 2022 were $510.5 million compared to $477.6 million at December 31, 2021.
2022 OUTLOOK
On a GAAP basis, full year 2022 revenue growth outlook is now expected to be (0.45)% to 0.55%, reflecting our estimate of an approximately 3.70% negative impact of foreign exchange rate fluctuations. On a constant currency basis, the Company revised its full year 2022 revenue growth guidance to 3.25% to 4.25% from 4.0% to 5.5%, inclusive of a year-over-year headwind from the initial phase of the respiratory divestiture completed on June 28, 2021, which is now expected to be approximately 1.10%.
The Company revised its full year 2022 GAAP diluted earnings per share from continuing operations outlook to $8.04 to $8.44 from $8.90 to $9.50. The Company lowered its 2022 adjusted diluted earnings per share from continuing operations guidance to $13.00 to $13.40 from $13.70 to $14.30, which includes a headwind from the respiratory divestiture now expected to be $0.16, representing a 2.5% decline to a 0.5% increase on a year-over-year basis.
Forecasted 2022 Constant Currency Revenue Growth Reconciliation
| Low | High | |
|---|---|---|
| Forecasted 2022 GAAP revenue growth | (0.45)% | 0.55% |
| Estimated impact of foreign currency exchange rate fluctuations | (3.70)% | (3.70)% |
| Forecasted 2022 constant currency revenue growth | 3.25% | 4.25% |
Forecasted 2022 Adjusted Diluted Earnings Per Share From Continuing Operations Reconciliation
| Low | High | |
|---|---|---|
| Forecasted GAAP diluted earnings per share from continuing operations | $8.04 | $8.44 |
| Restructuring, restructuring related and impairment items, net of tax | $0.84 | $0.84 |
| Acquisition, integration and divestiture related items, net of tax | $0.04 | $0.04 |
| Other | -$0.02 | -$0.02 |
| MDR | $0.79 | $0.79 |
| Intangible amortization expense, net of tax | $3.31 | $3.31 |
| Forecasted adjusted diluted earnings per share from continuing operations | $13.00 | $13.40 |
CONFERENCE CALL WEBCAST AND ADDITIONAL INFORMATION
A webcast of Teleflex's second quarter 2022 investor conference call can be accessed live from a link on the Company's website at teleflex.com. The call will begin at 8:00 am ET on July 28, 2022.
An audio replay of the investor call will be available beginning at 11:00 am ET on July 28, 2022, either on the Teleflex website or by telephone. The call can be accessed by dialing (866) 813-9403 (U.S.), 1 226 828 7578 (Canada), 0204 525 0658 (UK), 44 204 525 0658 (all other locations).
The confirmation code is 245144.
ADDITIONAL NOTES
References in this release to the impact of foreign currency exchange rate fluctuations on adjusted diluted earnings per share include both the impact of translating foreign currencies into U.S. dollars and the impact of foreign currency exchange rate fluctuations on foreign currency denominated transactions.
In the discussion of segment results, "new products" refers to products for which we initiated commercial sales within the past 36 months and "existing products" refers to products we have sold commercially for more than 36 months.
Certain financial information is presented on a rounded basis, which may cause minor differences. Segment results and commentary exclude the impact of discontinued operations.
NOTES ON NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with accounting principles generally accepted in the United States, commonly referred to as “GAAP.” In this press release, we provide supplemental information, consisting of the following non-GAAP financial measures: constant currency revenue growth and adjusted diluted earnings per share. These non-GAAP measures are described in more detail below. Management uses these financial measures to assess Teleflex’s financial performance, make operating decisions, allocate financial resources, provide guidance on possible future results, and assist in its evaluation of period-to-period and peer comparisons. The non-GAAP measures may be useful to investors because they provide insight into management’s assessment of our business, and provide supplemental information pertinent to a comparison of period-to-period results of our ongoing operations. The non-GAAP financial measures are presented in addition to results presented in accordance with GAAP and should not be relied upon as a substitute for GAAP financial measures. Moreover, our non-GAAP financial measures may not be comparable to similarly titled measures used by other companies.
Tables reconciling changes in historical constant currency net revenues to historical GAAP net revenues are set forth above under “Net Revenue by Segment" and "Net Revenue by Global Product Category". Tables reconciling historical adjusted diluted earnings per share from continuing operations to historical GAAP diluted earnings per share from continuing operations are set forth below.
Constant currency revenue growth: This non-GAAP measure is based upon net revenues, adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and such changes generally are outside of the
control of our management. We believe that this measure facilitates a comparison of our operating performance exclusive of currency exchange rate fluctuations that do not reflect our underlying performance or business trends.
Adjusted diluted earnings per share: This non-GAAP measure is based upon diluted earnings per share from continuing operations, the most directly comparable GAAP measure, adjusted to exclude, depending on the period presented, the items described below. Management does not believe that any of the excluded items are indicative of our underlying core performance or business trends.
Restructuring, restructuring related and impairment items - Restructuring programs involve discrete initiatives designed to, among other things, consolidate or relocate manufacturing, administrative and other facilities, outsource distribution operations, improve operating efficiencies and integrate acquired businesses. Depending on the specific restructuring program involved, our restructuring charges may include employee termination, contract termination, facility closure, employee relocation, equipment relocation, outplacement and other exit costs associated with the restructuring program. Restructuring related charges are directly related to our restructuring programs and consist of facility consolidation costs, including accelerated depreciation expense related to facility closures, costs to transfer manufacturing operations between locations, and retention bonuses offered to certain employees as an incentive for them to remain with our company after completion of the restructuring program. Impairment charges occur if, due to events or changes in circumstances, we determine that the carrying value of an asset exceeds its fair value. Impairment charges do not directly affect our liquidity, but could have a material adverse effect on our reported financial results.
Acquisition, integration and divestiture related items - Acquisition and integration expenses are incremental charges, other than restructuring or restructuring related expenses, that are directly related to specific business or asset acquisition transactions. These charges may include, among other things, professional, consulting and other fees; systems integration costs; legal entity restructuring expense; inventory step-up amortization (amortization, through cost of goods sold, of the increase in fair value of inventory resulting from a fair value calculation as of the acquisition date); fair value adjustments to contingent consideration liabilities; and bridge loan facility and backstop financing fees in connection with loan facilities that ultimately were not utilized. Divestiture related activities involve specific business or asset sales. Depending primarily on the terms of a divestiture transaction, the carrying value of the divested business or assets on our financial statements and other costs we incur as a direct result of the divestiture transaction, we may recognize a gain or loss in connection with the divestiture related activities.
European medical device regulation - The European Union (“EU”) has adopted the EU Medical Device Regulation (“MDR”), which replaces the existing Medical Devices Directive (“MDD”) and imposes more stringent requirements for the marketing and sale of medical devices in the EU, including requirements affecting clinical evaluations, quality systems and post-market surveillance. The MDR requirements became effective in May 2021, although certain devices that previously satisfied MDD requirements can continue to be marketed in the EU until May 2024, subject to certain limitations. Significantly, the MDR will require the re-registration of previously approved medical devices. As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that previously had been registered under the MDD. Therefore, these expenditures are not considered to be ordinary course expenditures in connection with regulatory matters (in contrast, no adjustment has been made to exclude expenditures related to the registration of medical devices that were not registered previously under the MDD).
Intangible amortization expense - Certain intangible assets, including customer relationships, intellectual property, distribution rights, trade names and non-competition agreements, initially are recorded at historical cost and then amortized over their respective estimated useful lives. The amount of such amortization can vary from period to period as a result of, among other things, business or asset acquisitions or dispositions.
Tax adjustments - These adjustments represent the impact of the expiration of applicable statutes of limitations for prior year returns, the resolution of audits, the filing of amended returns with respect to prior tax years and/or tax law or certain other discrete changes affecting our deferred tax liability.
Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data)
| Three Months Ended June 26, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross margin | Selling, general and administrative expenses (1) | Research and development expenses (1) | Operating margin (2) | Income before income taxes | Income tax expense | Effective income tax rate | Diluted earnings per share from continuing operations | |
| GAAP Basis | 55.2% | 30.8% | 5.2% | 19.2% | $124.0 | $18.4 | 14.9% | $2.23 |
| Adjustments | ||||||||
| Restructuring, restructuring related and impairment items (A) | 1.3 | — | — | 1.3 | 9.0 | 0.8 | 0.17 | |
| Acquisition, integration and divestiture related items (B) | — | (0.1) | — | 0.1 | 0.5 | 0.1 | 0.01 | |
| Other items | — | — | — | — | — | — | 0.00 | |
| MDR | — | — | (1.2) | 1.2 | 8.5 | — | 0.18 | |
| Intangible amortization expense | 3.1 | (2.6) | — | 5.7 | 40.5 | 1.5 | 0.82 | |
| Tax adjustments | — | — | — | — | — | 1.1 | (0.02) | |
| Adjustments total | 4.4 | (2.7) | (1.2) | 8.3 | 58.5 | 3.5 | 1.16 | |
| Adjusted basis | 59.6% | 28.1% | 4.0% | 27.5% | $182.5 | $21.9 | 12.0% | $3.39 |
Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues.
(2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues.
Totals may not sum due to rounding.
| Three Months Ended June 27, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross margin | Selling, general and administrative expenses (1) | Research and development expenses (1) | Operating margin (2) | Income before income taxes | Income tax expense | Effective income tax rate | Diluted earnings per share from continuing operations | |
| GAAP Basis | 55.7% | 31.4% | 4.7% | 18.0% | $99.7 | $16.4 | 16.5% | $1.76 |
| Adjustments | ||||||||
| Restructuring, restructuring related and impairment items (A) | 1.0 | (0.1) | — | 2.7 | 19.5 | 1.4 | 0.38 | |
| Acquisition, integration and divestiture related items (B) | — | (0.9) | — | 0.9 | 6.1 | 0.3 | 0.12 | |
| Other items (C) | — | — | — | 0.1 | 13.0 | 3.0 | 0.21 | |
| MDR | — | — | (0.8) | 0.7 | 5.2 | — | 0.11 | |
| Intangible amortization expense | 3.1 | (2.7) | — | 5.9 | 41.9 | 7.0 | 0.74 | |
| Tax adjustments | — | — | — | — | — | (1.4) | 0.03 | |
| Adjustments total | 4.1 | (3.7) | (0.8) | 10.3 | 85.8 | 10.2 | 1.59 | |
| Adjusted basis | 59.9% | 27.7% | 3.9% | 28.2% | $185.5 | $26.5 | 14.4% | $3.35 |
Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues.
(2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues.
Totals may not sum due to rounding.
| Six Months Ended June 26, 2022 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross margin | Selling, general and administrative expenses (1) | Research and development expenses (1) | Operating margin (2) | Income before income taxes | Income tax expense | Effective income tax rate | Diluted earnings per share from continuing operations | |
| GAAP Basis | 54.6% | 31.3% | 5.4% | 17.7% | $217.3 | $34.4 | 15.8% | $3.86 |
| Adjustments | ||||||||
| Restructuring, restructuring related and impairment items (A) | 1.1 | — | — | 1.3 | 17.8 | 1.9 | 0.34 | |
| Acquisition, integration and divestiture related items (B) | — | — | — | — | 0.6 | — | 0.01 | |
| Other items | — | — | — | — | — | — | 0.00 | |
| MDR | — | — | (1.5) | 1.6 | 20.6 | — | 0.43 | |
| Intangible amortization expense | 3.3 | (2.9) | — | 6.1 | 81.2 | 3.0 | 1.65 | |
| Tax adjustments | — | — | — | — | — | 1.1 | (0.02) | |
| Adjustments total | 4.4 | (2.9) | (1.5) | 9.0 | 120.2 | 6.0 | 2.41 | |
| Adjusted basis | 59.0% | 28.4% | 3.9% | 26.7% | $337.5 | $40.4 | 12.0% | $6.27 |
Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues.
(2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues.
Totals may not sum due to rounding.
| Six Months Ended June 27, 2021 | ||||||||
|---|---|---|---|---|---|---|---|---|
| Gross margin | Selling, general and administrative expenses (1) | Research and development expenses (1) | Operating margin (2) | Income before income taxes | Income tax expense | Effective income tax rate | Diluted earnings per share from continuing operations | |
| GAAP Basis | 55.1% | 31.7% | 4.7% | 17.2% | $187.0 | $28.8 | 15.4% | $3.34 |
| Adjustments | ||||||||
| Restructuring, restructuring related and impairment items (A) | 1.0 | — | — | 2.5 | 34.1 | 3.5 | 0.64 | |
| Acquisition, integration and divestiture related items (B) | 0.2 | (1.0) | — | 1.2 | 16.3 | 1.4 | 0.31 | |
| Other items (C) | — | — | — | — | 13.0 | 3.0 | 0.21 | |
| MDR | — | — | (0.7) | 0.7 | 9.4 | — | 0.20 | |
| Intangible amortization expense | 3.3 | (2.9) | — | 6.2 | 83.9 | 14.0 | 1.47 | |
| Tax adjustments | — | — | — | — | — | (2.0) | 0.04 | |
| Adjustments total | 4.6 | (3.9) | (0.7) | 10.7 | 156.7 | 19.9 | 2.88 | |
| Adjusted basis | 59.7% | 27.8% | 4.0% | 27.9% | $343.6 | $48.8 | 14.2% | $6.23 |
Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues.
(2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues.
Totals may not sum due to rounding.
Tickmarks to Reconciliation Tables
(A)Restructuring, restructuring related and impairment items – For the three months ended June 26, 2022, pre-tax restructuring charges were $(0.1) million and restructuring related charges were $9.1 million. For the three months ended June 27, 2021, pre-tax restructuring charges were $4.8 million; pre-tax restructuring related charges were $8.0 million; and pre-tax impairment charges were $6.7 million. For the six months ended June 26, 2022, pre-tax restructuring charges were $0.8 million, restructuring related charges were $15.5 million, and impairment charges were $1.5 million. For the six months ended June 27, 2021, pre-tax restructuring charges were $12.8 million; pre-tax restructuring related charges were $14.6 million; and pre-tax impairment charges were $6.7 million.
(B)Acquisition, integration and divestiture related items – For the three months ended June 26, 2022, these charges related to the divestiture of respiratory assets. For the three months ended June 27, 2021, these charges primarily related to contingent consideration liabilities, charges primarily related to our divestiture of certain respiratory assets, and a reversal of previously recognized income related to a distributor conversion in Japan. For the six months ended June 26, 2022, these charges related to the divestiture of respiratory assets. For the six months ended June 27, 2021, these charges primarily related to contingent consideration liabilities, inventory step up for the Z-Medica LLC acquisition, and charges primarily related to our divestiture of certain respiratory assets.
(C) Other – For the three and six months ended June 27, 2021 other costs were associated with debt extinguishment.
ABOUT TELEFLEX INCORPORATED
Teleflex is a global provider of medical technologies designed to improve the health and quality of people’s lives. We apply purpose driven innovation - a relentless pursuit of identifying unmet clinical needs - to benefit patients and healthcare providers. Our portfolio is diverse, with solutions in the fields of vascular access, interventional cardiology and radiology, anesthesia, emergency medicine, surgical, urology and respiratory care. Teleflex employees worldwide are united in the understanding that what we do every day makes a difference. For more information, please visit teleflex.com.
Teleflex is the home of Arrow®, Deknatel®, LMA®, Pilling®, QuikClot®, Rusch®, UroLift®, and Weck® - trusted brands united by a common sense of purpose.
CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including, but not limited to, statements regarding forecasted 2022 GAAP and constant currency revenue growth and GAAP and adjusted diluted earnings per share; our estimates regarding the projected impact of foreign currency exchange rate fluctuations on our 2022 financial results; and our estimates with regard to the projected impacts of the divestiture of a significant portion of our respiratory business on our financial results. Actual results could differ materially from those in the forward-looking statements due to, among other things, the adverse economic conditions associated with the COVID-19 global health pandemic and the associated financial crisis, stay-at-home and other orders, which may significantly reduce customer spending and which may have a negative impact on the Company’s business, 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 third-party 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; the inability of acquired businesses to generate revenues in accordance with our expectations; our inability to effectively execute our restructuring plans and programs; our inability to realize anticipated savings from restructuring plans and programs; the impact of 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 enacted 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 geopolitical conflicts between Russia and Ukraine; public health epidemics; difficulties in entering new markets; general economic conditions; and other factors described or incorporated in our filings with the Securities and Exchange Commission, including our most recently filed Annual Report on Form 10-K. We expressly disclaim any obligation to update forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
| Three Months Ended | Six Months Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| June 26, 2022 | June 27, 2021 | June 26, 2022 | June 27, 2021 | |||||
| (Dollars and shares in thousands, except per share) | ||||||||
| Net revenues | $ | 704,542 | $ | 713,473 | $ | 1,346,257 | $ | 1,347,398 |
| Cost of goods sold | 315,709 | 315,917 | 611,191 | 605,315 | ||||
| Gross profit | 388,833 | 397,556 | 735,066 | 742,083 | ||||
| Selling, general and administrative expenses | 216,825 | 224,159 | 420,757 | 427,307 | ||||
| Research and development expenses | 36,934 | 33,283 | 73,294 | 63,230 | ||||
| Restructuring and impairment (credits) charges | (83) | 11,494 | 2,322 | 19,492 | ||||
| Income from continuing operations before interest and taxes | 135,157 | 128,620 | 238,693 | 232,054 | ||||
| Interest expense | 11,419 | 16,171 | 21,837 | 32,969 | ||||
| Interest income | (229) | (232) | (451) | (891) | ||||
| Loss on extinguishment of debt | — | 12,986 | — | 12,986 | ||||
| Income from continuing operations before taxes | 123,967 | 99,695 | 217,307 | 186,990 | ||||
| Taxes on income from continuing operations | 18,412 | 16,412 | 34,385 | 28,840 | ||||
| Income from continuing operations | 105,555 | 83,283 | 182,922 | 158,150 | ||||
| Operating loss from discontinued operations | (54) | (46) | (348) | (47) | ||||
| Tax benefit on operating loss from discontinued operations | (13) | (11) | (81) | (11) | ||||
| Loss from discontinued operations | (41) | (35) | (267) | (36) | ||||
| Net income | $ | 105,514 | $ | 83,248 | $ | 182,655 | $ | 158,114 |
| Earnings per share: | ||||||||
| Basic: | ||||||||
| Income from continuing operations | $ | 2.25 | $ | 1.78 | $ | 3.90 | $ | 3.39 |
| Loss from discontinued operations | — | — | — | (0.01) | ||||
| Net income | $ | 2.25 | $ | 1.78 | $ | 3.90 | $ | 3.38 |
| Diluted: | ||||||||
| Income from continuing operations | $ | 2.23 | $ | 1.76 | $ | 3.86 | $ | 3.34 |
| Loss from discontinued operations | — | — | — | (0.01) | ||||
| Net income | $ | 2.23 | $ | 1.76 | $ | 3.86 | $ | 3.33 |
| Weighted average common shares outstanding | ||||||||
| Basic | 46,901 | 46,741 | 46,889 | 46,719 | ||||
| Diluted | 47,347 | 47,433 | 47,374 | 47,420 |
TELEFLEX INCORPORATED
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| June 26, 2022 | December 31, 2021 | |||
|---|---|---|---|---|
| (Dollars in thousands) | ||||
| ASSETS | ||||
| Current assets | ||||
| Cash and cash equivalents | $ | 308,121 | $ | 445,084 |
| Accounts receivable, net | 415,297 | 383,569 | ||
| Inventories | 510,531 | 477,643 | ||
| Prepaid expenses and other current assets | 112,595 | 117,277 | ||
| Prepaid taxes | 38,801 | 5,545 | ||
| Total current assets | 1,385,345 | 1,429,118 | ||
| Property, plant and equipment, net | 429,372 | 443,758 | ||
| Operating lease assets | 118,620 | 129,653 | ||
| Goodwill | 2,461,083 | 2,504,202 | ||
| Intangible assets, net | 2,226,875 | 2,289,067 | ||
| Deferred tax assets | 6,243 | 6,820 | ||
| Other assets | 104,308 | 69,104 | ||
| Total assets | $ | 6,731,846 | $ | 6,871,722 |
| LIABILITIES AND EQUITY | ||||
| Current liabilities | ||||
| Current borrowings | $ | 110,000 | $ | 110,000 |
| Accounts payable | 121,418 | 118,236 | ||
| Accrued expenses | 151,715 | 163,441 | ||
| Payroll and benefit-related liabilities | 114,384 | 143,657 | ||
| Accrued interest | 4,751 | 5,209 | ||
| Income taxes payable | 52,174 | 83,943 | ||
| Other current liabilities | 56,004 | 55,633 | ||
| Total current liabilities | 610,446 | 680,119 | ||
| Long-term borrowings | 1,605,954 | 1,740,102 | ||
| Deferred tax liabilities | 379,931 | 370,124 | ||
| Pension and postretirement benefit liabilities | 42,097 | 45,185 | ||
| Noncurrent liability for uncertain tax positions | 8,543 | 8,646 | ||
| Noncurrent operating lease liabilities | 104,702 | 116,033 | ||
| Other liabilities | 127,443 | 156,765 | ||
| Total liabilities | 2,879,116 | 3,116,974 | ||
| Commitments and contingencies | ||||
| Total shareholders' equity | 3,852,730 | 3,754,748 | ||
| Total liabilities and shareholders' equity | $ | 6,731,846 | $ | 6,871,722 |
TELEFLEX INCORPORATED
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
| Six Months Ended | ||||
|---|---|---|---|---|
| June 26, 2022 | June 27, 2021 | |||
| (Dollars in thousands) | ||||
| Cash flows from operating activities of continuing operations: | ||||
| Net income | $ | 182,655 | $ | 158,114 |
| Adjustments to reconcile net income to net cash provided by operating activities: | ||||
| Loss from discontinued operations | 267 | 36 | ||
| Depreciation expense | 33,499 | 35,982 | ||
| Intangible asset amortization expense | 81,137 | 83,867 | ||
| Deferred financing costs and debt discount amortization expense | 2,103 | 2,388 | ||
| Loss on extinguishment of debt | — | 12,986 | ||
| Fair value step up of acquired inventory sold | — | 3,993 | ||
| Changes in contingent consideration | 145 | 11,428 | ||
| Asset impairment charges | 1,497 | 6,739 | ||
| Stock-based compensation | 12,801 | 11,693 | ||
| Deferred income taxes, net | 937 | 1,050 | ||
| Payments for contingent consideration | (2,722) | — | ||
| Interest benefit on swaps designated as net investment hedges | (10,145) | (9,126) | ||
| Other | (1,779) | (16,679) | ||
| Changes in assets and liabilities, net of effects of acquisitions and disposals: | ||||
| Accounts receivable | (43,939) | (23,159) | ||
| Inventories | (48,682) | (13,648) | ||
| Prepaid expenses and other assets | 15,464 | (16,551) | ||
| Accounts payable, accrued expenses and other liabilities | (38,722) | 32,625 | ||
| Income taxes receivable and payable, net | (82,657) | (16,663) | ||
| Net cash provided by operating activities from continuing operations | 101,859 | 265,075 | ||
| Cash flows from investing activities of continuing operations: | ||||
| Expenditures for property, plant and equipment | (32,445) | (36,659) | ||
| Proceeds from sale of business and assets | 530 | 404 | ||
| Payments for businesses and intangibles acquired, net of cash acquired | (22,971) | (3,539) | ||
| Deposits | — | (1,250) | ||
| Net interest proceeds on swaps designated as net investment hedges | 10,314 | 9,288 | ||
| Net cash used in investing activities from continuing operations | (44,572) | (31,756) | ||
| Cash flows from financing activities of continuing operations: | ||||
| Proceeds from new borrowings | — | 400,000 | ||
| Reduction in borrowings | (135,500) | (575,000) | ||
| Debt extinguishment, issuance and amendment fees | — | (9,774) | ||
| Net (payments) proceeds from share based compensation plans and related tax impacts | (4,366) | 6,339 | ||
| Payments for contingent consideration | (3,012) | (30,489) | ||
| Dividends paid | (31,892) | (31,793) | ||
| Net cash used in financing activities from continuing operations | (174,770) | (240,717) | ||
| Cash flows from discontinued operations: | ||||
| Net cash used in operating activities | (280) | (371) | ||
| Net cash used in discontinued operations | (280) | (371) | ||
| Effect of exchange rate changes on cash and cash equivalents | (19,200) | (6,330) | ||
| Net decrease in cash and cash equivalents | (136,963) | (14,099) | ||
| Cash and cash equivalents at the beginning of the period | 445,084 | 375,880 | ||
| Cash and cash equivalents at the end of the period | $ | 308,121 | $ | 361,781 |
Contacts:
Teleflex Incorporated:
Lawrence Keusch
Vice President, Investor Relations and Strategy Development
John Hsu, CFA
Vice President, Investor Relations
investors.teleflex.com
610-948-2836
13
exhibit99
Second Quarter 2022 Earnings Conference Call Teleflex Incorporated Exhibit 99.2
2 The release, accompanying slides, and replay webcast are available online at www.teleflex.com (click on Investors) An audio replay of the call will be available beginning at 11:00 am Eastern Time on July 28, 2022 either on the Teleflex website or by telephone. The call can be accessed by dialing (866) 813-9403 (U.S.), 1 226 828 7578 (Canada), 0204 525 0658 (UK), 44 204 525 0658 (all other locations). The confirmation code is 245144. Conference Call Logistics
3 Today’s Speakers Liam Kelly Chairman, President and CEO Lawrence Keusch VP, Investor Relations and Strategy Development Thomas Powell Executive VP and CFO
4 This presentation contains forward-looking statements, including, but not limited to, our expectations with regard to UroLift revenues and incremental foreign exchange headwinds for 2022; our expectation that we will transition the majority of our U.S. customers to the UroLift® 2 System by the end of 2022; our forecasted 2022 GAAP and constant currency revenue growth, GAAP and adjusted gross and operating margins and GAAP and adjusted earnings per share and, in each case, our estimates with respect to the items expected to impact those forecasted results; our expectation that, despite meaningful inflationary headwinds, we will be able to achieve gross margin expansion in 2022; and other matters which inherently involve risks and uncertainties which could cause actual results to differ from those projected or implied in the forward–looking statements. These risks and uncertainties are addressed in our SEC filings, including our most recent Form 10-K. We expressly disclaim any obligation to update forward- looking statements, except as otherwise specifically stated by us or as required by law or regulation. Note on Forward-Looking Statements Note on Non-GAAP Financial Measures Additional Notes Unless otherwise noted, the following slides reflect continuing operations. This document contains certain highlights with respect to our second quarter 2022 and developments and does not purport to be a complete summary thereof. Accordingly, we encourage you to read our Earnings Release for the quarter ended June 26, 2022 located in the investor section of our website at www.teleflex.com and our Quarterly Report on Form 10-Q for the quarter ended June 26, 2022 to be filed with the Securities and Exchange Commission.
5 Liam Kelly - Chairman, President and CEO Executive Overview
6 Q2'22 Highlights ◦ Q2'22 constant currency revenue grew 2.3% year-over-year, despite a 13.2% decline in UroLift sales ◦ Q2'22 adjusted gross margin declined just 30 bps, despite the lower UroLift revenues, incremental inflation and unfavorable foreign exchange rates, as the vast majority of the business performed well ◦ 2022 adjusted earnings per share reached $3.39 demonstrating resiliency in earnings Q2 Performance Summary 2022 Financial Guidance Note: See tables appearing in this presentation and the appendices hereto for reconciliations of non-GAAP financial information. ◦ 2022 outlook lowered due to lower UroLift revenue expectations and incremental foreign exchange headwinds ◦ Lowered 2022 constant currency revenue growth guidance to 3.25% to 4.25% ◦ 2022 adjusted earnings per share guidance reduced to $13.00 to $13.40
7 Q2'22 Segment Revenue Review Three Months Ended % Increase/ Decrease Dollars in Millions June 26, 2022 June 27, 2021 Reported Revenue Growth Currency Impact Constant Currency Growth Americas $412.7 $414.8 (0.5)% (0.2)% (0.3)% EMEA $145.2 $157.1 (7.6)% (11.0)% 3.4% Asia $76.6 $80.6 (5.0)% (6.8)% 1.8% OEM $70.0 $61.0 14.8% (2.8)% 17.6% TOTAL $704.5 $713.5 (1.3)% (3.6)% 2.3%
8 Q2'22 Global Product Category Revenue Review Three Months Ended % Increase/ Decrease Dollars in Millions June 26, 2022 June 27, 2021 Reported Revenue Growth Currency Impact Constant Currency Growth Vascular Access $163.9 $167.7 (2.3)% (3.3)% 1.0% Interventional $114.4 $112.1 2.0% (3.3)% 5.3% Anesthesia $104.7 $95.4 9.7% (4.7)% 14.4% Surgical $99.6 $98.2 1.5% (4.4)% 5.9% Interventional Urology $79.8 $92.2 (13.5)% (0.3)% (13.2)% OEM $70.0 $61.0 14.8% (2.8)% 17.6% Other(1) $72.1 $86.9 (16.9)% (6.0)% (10.9)% TOTAL $704.5 $713.5 (1.3)% (3.6)% 2.3% ◦ 1. Includes revenues generated from sales of the Company’s respiratory and urology products (other than interventional urology products). Note: (1) Includes revenues generated from the Company’s respiratory and urology products (other than interventional urology products), and products sold to Medline pursuant to the manufacturing and supply transition agreement executed in June of 2021.
9 Clinical and Commercial Updates - Interventional Urology UroLift® 2 System and UroLift ATC® System Progress • Remain on track for the majority of U.S. accounts to be transitioned by the end of 2022 • UroLift ATC® System is rolling out on schedule to targeted accounts • Feedback from surgeons on the new devices is very positive EAU Clinical Update • A real-world retrospective (RWR) study that included patients with varying prostate sizes and morphologies across 22 international sites found that IPSS improved significantly for all volume groups at 24 months Japan Commercial Progress • Following the launch in April 2022, cases continues to ramp up in Japan with overwhelmingly positive feedback • Commercial ramp tracking to plan
10 Clinical and Commercial Updates Manta® Vascular Closure Device Ultrasound Study • Prospective, multi-center, single-arm trial • Site activations began in Q2, study is targeting up to 150 patients in up to 15 investigational locations across the US and Canada • The study intends to demonstrate that ultrasound allows for precise deployment and positive positioning of the MANTA® Vascular Closure Device anchor within the vessel • Primary safety endpoint of any large bore access-site related Valve Academic Research Consortium-2 (VARC-2) Major Vascular Complication within 30 days (adapted from VARC-2 Criteria
11 Thomas Powell - Executive VP and CFO Financial Overview
12 Q2'22 Financial Review ◦ GAAP gross margin of 55.2%, down 50 bps year-over-year ◦ Adjusted gross margin of 59.6%, down 30 bps year-over-year ◦ GAAP operating margin of 19.2%, up 120 bps year-over-year ◦ Adjusted operating margin of 27.5%, down 70 bps year-over-year Gross margin Operating margin Global revenue growth ◦ GAAP tax rate of 14.9%, compared to 16.5% in prior year period ◦ Adjusted tax rate of 12.0%, down 240 bps year-over-year Effective tax rate ◦ GAAP EPS of $2.23 vs. $1.76 in prior year period ◦ Adjusted EPS of $3.39, up 1.2% year-over-year Earnings per share ◦ Revenue decreased 1.3% year-over-year on a GAAP basis ◦ Revenue increased 2.3% year-over-year on a constant currency basis Note: See appendices for reconciliations of non-GAAP financial information.
13 2022 Financial Guidance Summary 2022 Guidance Low High GAAP Revenue Growth (0.45)% 0.55% Impact of Foreign Exchange Rate Fluctuations (3.70)% (3.70)% Constant Currency Revenue Growth (1) 3.25% 4.25% Adjusted Gross Margin 59.00% 59.50% Adjusted Operating Margin 26.75% 27.25% Adjusted EPS $13.00 $13.40 Adjusted EPS % Growth (2.5)% 0.5% Note: See appendices for reconciliations of non-GAAP information Notes: (1) Constant currency growth includes a 1.1% headwind for the divestiture of the respiratory assets. See appendices for reconciliations of non-GAAP financial information.
14 Key Takeaways Diversified product portfolio enabled Teleflex to deliver constant currency growth, despite a slower than anticipated recovery in the operating environment for Interventional Urology Continue to execute on our strategy to drive durable growth with investment in organic growth opportunities, margin expansion, and seek to deploy capital for M&A 2022 financial guidance contemplates potential gross margin expansion despite meaningful inflationary headwinds
15 15 15 Thank You Teleflex, the Teleflex logo, are trademarks or registered trademarks of Teleflex Incorporated or its affiliates, in the U.S. and/or other countries. © 2022 Teleflex Incorporated. All rights reserved. MCI-2021-0563.
16 Appendices
17 Non-GAAP Financial Measures The presentation to which these appendices are attached and the following appendices include, among other things, tables reconciling the following applicable non-GAAP financial measures to the most comparable GAAP financial measure: ◦ Constant currency revenue growth. This non-GAAP measure is based upon net revenues, adjusted to eliminate the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The impact of changes in foreign currency may vary significantly from period to period, and generally are outside of the control of our management. We believe that this measure facilitates a comparison of our operating performance exclusive of currency exchange rate fluctuations that do not reflect our underlying performance or business trends. ◦ Adjusted diluted earnings per share. This non-GAAP measure is based upon diluted earnings per share from continuing operations, the most directly comparable GAAP measure, adjusted to exclude, depending on the period presented, the impact of (i) restructuring, restructuring related and impairment items; (ii) acquisition, integration and divestiture related items; (iii) “other items” identified in note (C) to the reconciliation tables appearing in Appendices A1, A2, A3, and A4; (iv) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation; (v) intangible amortization expense; and (vi) tax adjustments. Management does not believe that any of the excluded items are indicative of our underlying core performance or business trends. ◦ Adjusted gross profit and margin. These measures exclude, depending on the period presented, the impacts of (i) restructuring, restructuring related and impairment items, (ii) acquisition, integration and divestiture related items and (iii) “other items” identified in note (C) to the reconciliation tables appearing in Appendices A1, A2, A3, and A4. ◦ Adjusted operating profit and margin. These measures exclude, depending on the period presented, the impact of (i) restructuring, restructuring related and impairment items; (ii) acquisitions, integration and divestiture related items; (iii) “other items” identified in note (C) to the reconciliation tables appearing in Appendices A1, A2, A3, and A4; (iv) intangible amortization expense; and (v) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation. ◦ Adjusted tax rate. This measure is the percentage of the Company’s adjusted taxes on income from continuing operations to its adjusted income from continuing operations before taxes. Adjusted taxes on income from continuing operations excludes, depending on the period presented, the impact of tax benefits or costs associated with (i) restructuring, restructuring related and impairment items; (ii) acquisition, integration and divestiture related items; (iii) “other items” identified in note (C) to the reconciliation tables appearing in Appendices A1, A2, A3, and A4; (iv) certain costs associated with the registration of medical devices under the European Union Medical Device Regulation; (v) intangible amortization expense; and (vi) tax adjustments.
18 Non-GAAP Adjustments The following is an explanation of certain of the adjustments that are applied with respect to one or more of the non-GAAP financial measures that appear in the presentation to which these appendices are attached: Restructuring, restructuring related and impairment items - Restructuring programs involve discrete initiatives designed to, among other things, consolidate or relocate manufacturing, administrative and other facilities, outsource distribution operations, improve operating efficiencies and integrate acquired businesses. Depending on the specific restructuring program involved, our restructuring charges may include employee termination, contract termination, facility closure, employee relocation, equipment relocation, outplacement and other exit costs associated with the restructuring program. Restructuring related charges are directly related to our restructuring programs and consist of facility consolidation costs, including accelerated depreciation expense related to facility closures, costs to transfer manufacturing operations between locations, and retention bonuses offered to certain employees as an incentive for them to remain with our company after completion of the restructuring program. Impairment charges occur if, due to events or changes in circumstances, we determine that the carrying value of an asset exceeds its fair value. Impairment charges do not directly affect our liquidity, but could have a material adverse effect on our reported financial results. Acquisition, integration and divestiture related items - Acquisition and integration expenses are incremental charges, other than restructuring or restructuring related expenses, that are directly related to specific business or asset acquisition transactions. These charges may include, among other things, professional, consulting and other fees; systems integration costs; legal entity restructuring expense; inventory step-up amortization (amortization, through cost of goods sold, of the increase in fair value of inventory resulting from a fair value calculation as of the acquisition date); fair value adjustments to contingent consideration liabilities; and bridge loan facility and backstop financing fees in connection with loan facilities that ultimately were not utilized. Divestiture related activities involve specific business or asset sales. Depending primarily on the terms of a divestiture transaction, the carrying value of the divested business or assets on our financial statements and other costs we incur as a direct result of the divestiture transaction, we may recognize a gain or loss in connection with the divestiture related activities. Other items - These are discrete items that occur sporadically and can affect period-to-period comparisons. European medical device regulation - The European Union (“EU”) has adopted the EU Medical Device Regulation (“MDR”), which replaces the existing Medical Devices Directive (“MDD”) and imposes more stringent requirements for the marketing and sale of medical devices in the EU, including requirements affecting clinical evaluations, quality systems and post-market surveillance. Manufacturers of currently marketed medical devices had until May 2020 to meet the MDR requirements, although certain devices that previously satisfied MDD requirements can continue to be placed on the EU market until May 2024, subject to certain limitations. Significantly, the MDR will require the re-registration of previously approved medical devices. As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that previously had been registered under the MDD. Therefore, these expenditures are not considered to be ordinary course expenditures in connection with regulatory matters (in contrast, no adjustment has been made to exclude expenditures related to the registration of medical devices that were not registered previously under the MDD).
19 Non-GAAP Adjustments Intangible amortization expense - Certain intangible assets, including customer relationships, intellectual property, distribution rights, trade names and non-competition agreements, initially are recorded at historical cost and then amortized over their respective estimated useful lives. The amount of such amortization can vary from period to period as a result of, among other things, business or asset acquisitions or dispositions. Tax adjustments - These adjustments represent the impact of the expiration of applicable statutes of limitations for prior year returns, the resolution of audits, the filing of amended returns with respect to prior tax years and/or tax law or certain other discrete changes affecting our deferred tax liability.
20 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding. Appendix A1 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Three Months Ended June 26, 2022 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 55.2% 30.8% 5.2% 19.2% $124.0 $18.4 14.9% $2.23 Adjustments Restructuring, restructuring related and impairment items (A) 1.3 — — 1.3 9.0 0.8 0.17 Acquisition, integration and divestiture related items (B) — (0.1) — 0.1 0.5 0.1 0.01 Other items (C) — — — — — — — MDR — — (1.2) 1.2 8.5 — 0.18 Intangible amortization expense 3.1 (2.6) — 5.7 40.5 1.5 0.82 Tax adjustments — — — — — 1.1 (0.02) Adjustments total 4.4 (2.7) (1.2) 8.3 58.5 3.5 1.16 Adjusted basis 59.6% 28.1% 4.0% 27.5% $182.5 $21.9 12.0% $3.39
21 Appendix A2 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Three Months Ended June 27, 2021 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 55.7% 31.4% 4.7% 18.0% $99.7 $16.4 16.5% $1.76 Adjustments Restructuring, restructuring related and impairment items (A) 1.0 (0.1) — 2.7 19.5 1.4 0.38 Acquisition, integration and divestiture related items (B) — (0.9) — 0.9 6.1 0.3 0.12 Other items (C) — — — 0.1 13.0 3.0 0.21 MDR — — (0.8) 0.7 5.2 — 0.11 Intangible amortization expense 3.1 (2.7) — 5.9 41.9 7.0 0.74 Tax adjustments — — — — — (1.4) 0.03 Adjustments total 4.1 (3.7) (0.8) 10.3 85.8 10.2 1.59 Adjusted basis 59.9% 27.7% 3.9% 28.2% $185.5 $26.5 14.4% $3.35 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding.
22 Appendix A3 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Six Months Ended June 26, 2022 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 54.6% 31.3% 5.4% 17.7% $217.3 $34.4 15.8% $3.86 Adjustments Restructuring, restructuring related and impairment items (A) 1.1 — — 1.3 17.8 1.9 0.34 Acquisition, integration and divestiture related items (B) — — — — 0.6 — 0.01 Other items (C) — — — — — — 0.00 MDR — — (1.5) 1.6 20.6 — 0.43 Intangible amortization expense 3.3 (2.9) — 6.1 81.2 3.0 1.65 Tax adjustments — — — — — 1.1 (0.02) Adjustments total 4.4 (2.9) (1.5) 9.0 120.2 6.0 2.41 Adjusted basis 59.0% 28.4% 3.9% 26.7% $337.5 $40.4 12.0% $6.27 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding.
23 Appendix A4 – Reconciliation of Consolidated Statement of Income Items (Dollars in millions, except per share data) Six Months Ended June 27, 2021 Gross margin Selling, general and administrative expenses (1) Research and development expenses (1) Operating margin (2) Income before income taxes Income tax expense Effective income tax rate Diluted earnings per share from continuing operations GAAP Basis 55.1% 31.7% 4.7% 17.2% $187.0 $28.8 15.4% $3.34 Adjustments Restructuring, restructuring related and impairment items (A) 1.0 — — 2.5 34.1 3.5 0.64 Acquisition, integration and divestiture related items (B) 0.2 (1.0) — 1.2 16.3 1.4 0.31 Other items (C) — — — — 13.0 3.0 0.21 MDR — — (0.7) 0.7 9.4 — 0.20 Intangible amortization expense 3.3 (2.9) — 6.2 83.9 14.0 1.47 Tax adjustments — — — — — (2.0) 0.04 Adjustments total 4.6 (3.9) (0.7) 10.7 156.7 19.9 2.88 Adjusted basis 59.7% 27.8% 4.0% 27.9% $343.6 $48.8 14.2% $6.23 Notes: (1) Selling, general and administrative expenses and research and development expenses are shown as a percentage of net revenues. (2) Operating margin defined as Income from continuing operations before interest, loss on extinguishment of debt and taxes as a percentage of net revenues. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions. Totals may not sum due to rounding.
24 Appendix A tickmarks (A) Restructuring, restructuring related and impairment items – For the three months ended June 26, 2022, pre-tax restructuring charges were $(0.1) million and restructuring related charges were $9.1 million. For the three months ended June 27, 2021, pre-tax restructuring charges were $4.8 million; pre-tax restructuring related charges were $8.0 million; and pre-tax impairment charges were $6.7 million. For the six months ended June 26, 2022, pre-tax restructuring charges were $0.8 million, restructuring related charges were $15.5 million, and impairment charges were $1.5 million. For the six months ended June 27, 2021, pre-tax restructuring charges were $12.8 million; pre-tax restructuring related charges were $14.6 million; and pre-tax impairment charges were $6.7 million. (B) Acquisition, integration and divestiture related items – For the three months ended June 26, 2022, these charges related to the divestiture of respiratory assets. For the three months ended June 27, 2021, these charges primarily related to contingent consideration liabilities, charges primarily related to our divestiture of certain respiratory assets, and a reversal of previously recognized income related to a distributor conversion in Japan. For the six months ended June 26, 2022, these charges related to the divestiture of respiratory assets. For the six months ended June 27, 2021, these charges primarily related to contingent consideration liabilities, inventory step up for the Z-Medica LLC acquisition, and charges and charges primarily related to our divestiture of certain respiratory assets. (C) Other – For the three and six months ended June 27, 2021 other costs were associated with debt extinguishment. See slide titled Non-GAAP Adjustments included at the beginning of the appendices to this presentation for Non-GAAP definitions.
25 Appendix B - 2022 Adj. Gross and Operating Margin Guidance Reconciliation Low High Forecasted GAAP Gross Margin 54.80% 55.30% Estimated restructuring, restructuring related and impairment items 1.10% 1.10% Estimated acquisition, integration, and divestiture related items —% —% Estimated intangible amortization expense 3.10% 3.10% Forecasted Adjusted Gross Margin 59.00% 59.50% Low High Forecasted GAAP Operating Margin 18.45% 18.95% Estimated restructuring, restructuring related and impairment items 1.30% 1.30% Estimated acquisition, integration, and divestiture related items —% —% Estimated MDR 1.30% 1.30% Estimated intangible amortization expense 5.70% 5.70% Forecasted Adjusted Operating Margin 26.75% 27.25%
26 Appendix C – Reconciliation of 2022 Adjusted Earnings Per Share Guidance Low High Forecasted GAAP Diluted Earnings Per Share from continuing operations $8.04 $8.44 Estimated restructuring, restructuring related and impairment items, net of tax $0.84 $0.84 Estimated acquisition, integration, and divestiture related items, net of tax $0.04 $0.04 Estimated other items, net of tax -$0.02 -$0.02 Estimated MDR, net of tax $0.79 $0.79 Estimated intangible amortization expense, net of tax $3.31 $3.31 Forecasted Adjusted Diluted Earnings Per Share from continuing operations, net of tax $13.00 $13.40