UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended July 1, 2012
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
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
Delaware | 23-1147939 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. employer identification no.) | |
155 South Limerick Road, Limerick, Pennsylvania | 19468 | |
(Address of principal executive offices) | (Zip Code) |
(610) 948-5100
(Registrants telephone number, including area code)
(None)
(Former Name, Former Address and Former Fiscal Year, If Changed Since Last Report)
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 x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
Large accelerated filer | x | Accelerated filer | ¨ | |||
Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x
The registrant had 40,865,780 shares of common stock, $1.00 par value, outstanding as of July 20, 2012.
TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JULY 1, 2012
Page | ||||||
PART I FINANCIAL INFORMATION | ||||||
Item 1: | Financial Statements (Unaudited): |
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2 | ||||||
3 | ||||||
Condensed Consolidated Balance Sheets as of July 1, 2012 and December 31, 2011 |
4 | |||||
5 | ||||||
6 | ||||||
7 | ||||||
Item 2: | Managements Discussion and Analysis of Financial Condition and Results of Operations |
35 | ||||
Item 3: | 44 | |||||
Item 4: | 45 | |||||
PART II OTHER INFORMATION | ||||||
Item 1: | 46 | |||||
Item 1A: | 46 | |||||
Item 2: | 46 | |||||
Item 3: | 46 | |||||
Item 5: | 46 | |||||
Item 6: | 47 | |||||
SIGNATURES | 48 |
1
PART I FINANCIAL INFORMATION
Item 1. | Financial Statements |
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
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(Dollars and shares in thousands, except per share) | ||||||||||||||||
Net revenues |
$ | 383,332 | $ | 381,168 | $ | 763,899 | $ | 726,749 | ||||||||
Cost of goods sold |
198,968 | 199,817 | 395,421 | 383,351 | ||||||||||||
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Gross profit |
184,364 | 181,351 | 368,478 | 343,398 | ||||||||||||
Selling, general and administrative expenses |
105,951 | 109,838 | 218,087 | 211,548 | ||||||||||||
Research and development expenses |
13,702 | 12,455 | 25,255 | 23,486 | ||||||||||||
Goodwill impairment |
| | 332,128 | | ||||||||||||
Restructuring and other impairment charges |
321 | 3,176 | (1,004 | ) | 3,771 | |||||||||||
Gain on sales of businesses and assets |
(332 | ) | | (332 | ) | | ||||||||||
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Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes |
64,722 | 55,882 | (205,656 | ) | 104,593 | |||||||||||
Interest expense |
18,240 | 15,785 | 36,451 | 31,931 | ||||||||||||
Interest income |
(506 | ) | (253 | ) | (984 | ) | (358 | ) | ||||||||
Loss on extinguishments of debt |
| 816 | | 15,413 | ||||||||||||
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Income (loss) from continuing operations before taxes |
46,988 | 39,534 | (241,123 | ) | 57,607 | |||||||||||
Taxes (benefit) on income (loss) from continuing operations |
(278 | ) | 8,436 | (4,276 | ) | 13,009 | ||||||||||
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Income (loss) from continuing operations |
47,266 | 31,098 | (236,847 | ) | 44,598 | |||||||||||
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Operating income (loss) from discontinued operations (including gain (loss) on disposal of $2,264 for the three and six month periods in 2012 and ($4,504) and $52,269 for the three and six month periods in 2011, respectively) |
(8,049 | ) | (3,593 | ) | (7,120 | ) | 61,117 | |||||||||
Taxes (benefit) on income (loss) from discontinued operations |
(3,682 | ) | (6,982 | ) | (3,358 | ) | (6,966 | ) | ||||||||
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Income (loss) from discontinued operations |
(4,367 | ) | 3,389 | (3,762 | ) | 68,083 | ||||||||||
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Net income (loss) |
42,899 | 34,487 | (240,609 | ) | 112,681 | |||||||||||
Less: Income from continuing operations attributable to noncontrolling interest |
286 | 258 | 513 | 481 | ||||||||||||
Income from discontinued operations attributable to noncontrolling interest |
| 159 | | 318 | ||||||||||||
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Net income (loss) attributable to common shareholders |
$ | 42,613 | $ | 34,070 | $ | (241,122 | ) | $ | 111,882 | |||||||
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Earnings per share available to common shareholders: |
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Basic: |
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Income (loss) from continuing operations |
$ | 1.15 | $ | 0.76 | $ | (5.82 | ) | $ | 1.09 | |||||||
Income (loss) from discontinued operations |
(0.11 | ) | 0.08 | (0.09 | ) | 1.69 | ||||||||||
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Net income (loss) |
$ | 1.04 | $ | 0.84 | $ | (5.91 | ) | $ | 2.78 | |||||||
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Diluted: |
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Income (loss) from continuing operations |
$ | 1.14 | $ | 0.75 | $ | (5.82 | ) | $ | 1.09 | |||||||
Income (loss) from discontinued operations |
(0.10 | ) | 0.08 | (0.09 | ) | 1.66 | ||||||||||
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Net income (loss) |
$ | 1.04 | $ | 0.83 | $ | (5.91 | ) | $ | 2.75 | |||||||
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Dividends per common share |
$ | 0.34 | $ | 0.34 | $ | 0.68 | $ | 0.68 | ||||||||
Weighted average common shares outstanding: |
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Basic |
40,834 | 40,536 | 40,801 | 40,297 | ||||||||||||
Diluted |
41,076 | 40,872 | 40,801 | 40,648 | ||||||||||||
Amounts attributable to common shareholders: |
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Income (loss) from continuing operations, net of tax |
$ | 46,980 | $ | 30,840 | $ | (237,360 | ) | $ | 44,117 | |||||||
Income (loss) from discontinued operations, net of tax |
(4,367 | ) | 3,230 | (3,762 | ) | 67,765 | ||||||||||
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Net income (loss) |
$ | 42,613 | $ | 34,070 | $ | (241,122 | ) | $ | 111,882 | |||||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
2
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
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(Dollars in thousands) | ||||||||||||||||
Net income (loss) |
$ | 42,899 | $ | 34,487 | $ | (240,609 | ) | $ | 112,681 | |||||||
Other comprehensive income (loss), net of tax: |
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Foreign Currency: |
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Foreign currency translation continuing operations adjustments, net of tax ($(13,397), $(25), $(9,184), $2,323 for the three and six month periods, respectively) |
(66,391 | ) | 13,627 | (35,708 | ) | 61,851 | ||||||||||
Foreign currency translation discontinued operations adjustments |
| 432 | | 2,504 | ||||||||||||
Foreign currency translation divestiture of Marine |
| | | (33,424 | ) | |||||||||||
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Foreign currency translation, net of tax |
(66,391 | ) | 14,059 | (35,708 | ) | 30,931 | ||||||||||
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Pension and Other Postretirement Benefits Plans: |
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Prior service cost recognized in net periodic cost, net of tax ($(3), $(3), $(5), $(5) for the three and six month periods, respectively) |
(4 | ) | (4 | ) | (7 | ) | (8 | ) | ||||||||
Transition obligation recognized in net periodic cost, net of tax ($9, $11, $18, $21 for the three and six month periods, respectively) |
16 | 17 | 31 | 34 | ||||||||||||
Curtailments arising during the period, net of tax ($(50) for the three and six month periods in 2012) |
(84 | ) | | (84 | ) | | ||||||||||
Settlements arising during the period, net of tax ($41 for the three and six month periods in 2012) |
70 | | 70 | | ||||||||||||
Unamortized gain arising during the period, net of tax ($1 and $2,884 for the three and six month periods in 2011, respectively) |
| 8 | | 4,690 | ||||||||||||
Net loss recognized in net periodic cost, net of tax ($604, $369, $1,209, $769 for the three and six month periods, respectively) |
1,104 | 654 | 2,209 | 1,358 | ||||||||||||
Discontinued operations, net of tax ($(14) for the six month period in 2011) |
| | | (37 | ) | |||||||||||
Divestiture of Marine, net of tax ($4,612 for the six month period in 2011) |
| | | 8,427 | ||||||||||||
Foreign currency translation, net of tax ($94, $9, $44, $(173) for the three and six month periods, respectively) |
256 | 28 | 117 | (455 | ) | |||||||||||
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Pension and other postretirement benefits plans adjustment, net of tax |
1,358 | 703 | 2,336 | 14,009 | ||||||||||||
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Derivatives qualifying as hedges: |
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Unrealized gain (loss) on derivatives arising during the period, net of tax ($(334), $(511), $(13), ($280) for the three and six month periods, respectively) |
(536 | ) | (820 | ) | 157 | (981 | ) | |||||||||
Reclassification adjustment on derivatives included in net income, net of tax ($1,391, $1,410, $2,478, $2,621 for the three and six month periods, respectively) |
2,382 | 2,396 | 4,149 | 4,321 | ||||||||||||
Discontinued operations, net of tax ($(89) and $(8) for the three and six month periods in 2011, respectively) |
| (157 | ) | | (15 | ) | ||||||||||
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Derivatives qualifying as hedges, net of tax |
1,846 | 1,419 | 4,306 | 3,325 | ||||||||||||
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Other comprehensive income (loss), net of tax |
(63,187 | ) | 16,181 | (29,066 | ) | 48,265 | ||||||||||
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Comprehensive income (loss) |
(20,288 | ) | 50,668 | (269,675 | ) | 160,946 | ||||||||||
Less: comprehensive income attributable to noncontrolling interest |
44 | 434 | 349 | 810 | ||||||||||||
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Comprehensive income (loss) attributable to common shareholders |
$ | (20,332 | ) | $ | 50,234 | $ | (270,024 | ) | $ | 160,136 | ||||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
3
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
July 1, 2012 |
December 31, 2011 |
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(Dollars in thousands) | ||||||||
ASSETS | ||||||||
Current assets |
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Cash and cash equivalents |
$ | 544,991 | $ | 584,088 | ||||
Accounts receivable, net |
275,166 | 286,226 | ||||||
Inventories, net |
284,555 | 298,775 | ||||||
Prepaid expenses and other current assets |
24,813 | 33,405 | ||||||
Prepaid taxes |
29,690 | 28,846 | ||||||
Deferred tax assets |
36,526 | 41,014 | ||||||
Assets held for sale |
53,890 | 7,902 | ||||||
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Total current assets |
1,249,631 | 1,280,256 | ||||||
Property, plant and equipment, net |
253,684 | 251,912 | ||||||
Goodwill |
1,095,591 | 1,438,542 | ||||||
Intangible assets, net |
938,129 | 879,787 | ||||||
Investments in affiliates |
1,669 | 2,008 | ||||||
Deferred tax assets |
275 | 278 | ||||||
Other assets |
67,843 | 71,320 | ||||||
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Total assets |
$ | 3,606,822 | $ | 3,924,103 | ||||
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LIABILITIES AND EQUITY | ||||||||
Current liabilities |
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Current borrowings |
$ | 4,700 | $ | 4,986 | ||||
Accounts payable |
65,471 | 67,092 | ||||||
Accrued expenses |
83,177 | 78,160 | ||||||
Payroll and benefit-related liabilities |
58,921 | 64,386 | ||||||
Derivative liabilities |
1,669 | 633 | ||||||
Accrued interest |
9,155 | 10,960 | ||||||
Income taxes payable |
12,911 | 21,084 | ||||||
Current liability for uncertain tax positions |
3,910 | 22,656 | ||||||
Deferred tax liabilities |
1,011 | 1,050 | ||||||
Liabilities held for sale |
1,749 | | ||||||
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Total current liabilities |
242,674 | 271,007 | ||||||
Long-term borrowings |
959,945 | 954,809 | ||||||
Deferred tax liabilities |
397,454 | 420,833 | ||||||
Pension and postretirement benefit liabilities |
182,461 | 194,984 | ||||||
Noncurrent liability for uncertain tax positions |
60,226 | 61,688 | ||||||
Other liabilities |
72,048 | 37,999 | ||||||
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Total liabilities |
1,914,808 | 1,941,320 | ||||||
Commitments and contingencies |
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Total common shareholders equity |
1,689,470 | 1,980,588 | ||||||
Noncontrolling interest |
2,544 | 2,195 | ||||||
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Total equity |
1,692,014 | 1,982,783 | ||||||
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Total liabilities and equity |
$ | 3,606,822 | $ | 3,924,103 | ||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
4
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Six Months Ended | ||||||||
July 1, 2012 | June 26, 2011 | |||||||
(Dollars in thousands) | ||||||||
Cash Flows from Operating Activities of Continuing Operations: |
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Net income (loss) |
$ | (240,609 | ) | $ | 112,681 | |||
Adjustments to reconcile net income to net cash provided by operating activities: |
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Loss (income) from discontinued operations |
3,762 | (68,083 | ) | |||||
Depreciation expense |
17,148 | 20,326 | ||||||
Amortization expense of intangible assets |
21,202 | 21,375 | ||||||
Amortization expense of deferred financing costs and debt discount |
7,098 | 6,642 | ||||||
Loss on extinguishments of debt |
| 15,413 | ||||||
Stock-based compensation |
4,003 | 965 | ||||||
Impairment of investments in affiliates |
| 3,061 | ||||||
Gain on sales of businesses and assets |
(332 | ) | | |||||
Goodwill impairment |
332,128 | | ||||||
Deferred income taxes, net |
(21,480 | ) | 941 | |||||
Other |
(2,771 | ) | 658 | |||||
Changes in operating assets and liabilities, net of effects of acquisitions and disposals: |
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Accounts receivable |
(13,225 | ) | (36,957 | ) | ||||
Inventories |
2,698 | (18,058 | ) | |||||
Prepaid expenses and other current assets |
8,476 | (3,707 | ) | |||||
Accounts payable and accrued expenses |
(5,192 | ) | (1,923 | ) | ||||
Income taxes receivable and payable, net |
(23,668 | ) | (15,561 | ) | ||||
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Net cash provided by operating activities from continuing operations |
89,238 | 37,773 | ||||||
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Cash Flows from Investing Activities of Continuing Operations: |
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Expenditures for property, plant and equipment |
(28,893 | ) | (15,132 | ) | ||||
Proceeds from sales of businesses and assets, net of cash sold |
17,155 | 100,916 | ||||||
Payments for businesses and intangibles acquired, net of cash acquired |
(62,627 | ) | (30,570 | ) | ||||
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Net cash (used in) provided by investing activities from continuing operations |
(74,365 | ) | 55,214 | |||||
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Cash Flows from Financing Activities of Continuing Operations: |
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Proceeds from long-term borrowings |
| 515,000 | ||||||
Repayment of long-term borrowings |
| (455,800 | ) | |||||
Decrease in notes payable and current borrowings |
(707 | ) | | |||||
Proceeds from stock compensation plans |
4,091 | 30,577 | ||||||
Dividends |
(27,756 | ) | (27,438 | ) | ||||
Debt extinguishment, issuance and amendment fees |
| (19,058 | ) | |||||
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Net cash (used in) provided by financing activities from continuing operations |
(24,372 | ) | 43,281 | |||||
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Cash Flows from Discontinued Operations: |
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Net cash (used in) provided by operating activities |
(8,191 | ) | 13,151 | |||||
Net cash used in investing activities |
(2,121 | ) | (1,386 | ) | ||||
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Net cash (used in) provided by discontinued operations |
(10,312 | ) | 11,765 | |||||
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Effect of exchange rate changes on cash and cash equivalents |
(19,286 | ) | 9,324 | |||||
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Net (decrease) increase in cash and cash equivalents |
(39,097 | ) | 157,357 | |||||
Cash and cash equivalents at the beginning of the period |
584,088 | 208,452 | ||||||
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Cash and cash equivalents at the end of the period |
$ | 544,991 | $ | 365,809 | ||||
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The accompanying notes are an integral part of the condensed consolidated financial statements.
5
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
Common Stock | Additional Paid in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income |
Treasury Stock |
Noncontrolling Interest |
Total Equity |
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Shares | Dollars | Shares | Dollars | |||||||||||||||||||||||||||||||||
(Dollars and shares in thousands, except per share) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2010 |
42,245 | $ | 42,245 | $ | 349,156 | $ | 1,578,913 | $ | (51,880 | ) | 2,250 | $ | (135,058 | ) | $ | 3,902 | $ | 1,787,278 | ||||||||||||||||||
Net income |
111,882 | 799 | 112,681 | |||||||||||||||||||||||||||||||||
Cash dividends ($0.68 per share) |
(27,438 | ) | (27,438 | ) | ||||||||||||||||||||||||||||||||
Comprehensive income |
48,254 | 11 | 48,265 | |||||||||||||||||||||||||||||||||
Shares issued under compensation plans |
609 | 609 | 25,503 | (55 | ) | 3,315 | 29,427 | |||||||||||||||||||||||||||||
Deferred compensation |
(39 | ) | (4 | ) | 163 | 124 | ||||||||||||||||||||||||||||||
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Balance at June 26, 2011 |
42,854 | $ | 42,854 | $ | 374,620 | $ | 1,663,357 | $ | (3,626 | ) | 2,191 | $ | (131,580 | ) | $ | 4,712 | $ | 1,950,337 | ||||||||||||||||||
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Common Stock | Additional Paid in Capital |
Retained Earnings |
Accumulated Other Comprehensive Income |
Treasury Stock |
Noncontrolling Interest |
Total Equity |
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Shares | Dollars | Shares | Dollars | |||||||||||||||||||||||||||||||||
(Dollars and shares in thousands, except per share) | ||||||||||||||||||||||||||||||||||||
Balance at December 31, 2011 |
42,923 | $ | 42,923 | $ | 380,965 | $ | 1,847,106 | $ | (159,353 | ) | 2,183 | $ | (131,053 | ) | $ | 2,195 | $ | 1,982,783 | ||||||||||||||||||
Net income (loss) |
(241,122 | ) | 513 | (240,609 | ) | |||||||||||||||||||||||||||||||
Cash dividends ($0.68 per share) |
(27,756 | ) | (27,756 | ) | ||||||||||||||||||||||||||||||||
Comprehensive income |
(28,902 | ) | (164 | ) | (29,066 | ) | ||||||||||||||||||||||||||||||
Shares issued under compensation plans |
81 | 81 | 4,091 | (39 | ) | 2,384 | 6,556 | |||||||||||||||||||||||||||||
Deferred compensation |
(10 | ) | (4 | ) | 116 | 106 | ||||||||||||||||||||||||||||||
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Balance at July 1, 2012 |
43,004 | $ | 43,004 | $ | 385,046 | $ | 1,578,228 | $ | (188,255 | ) | 2,140 | $ | (128,553 | ) | $ | 2,544 | $ | 1,692,014 | ||||||||||||||||||
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|
The accompanying notes are an integral part of the condensed consolidated financial statements.
6
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Note 1Basis of presentation
We prepared the accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated on the same basis as our annual consolidated financial statements.
In the opinion of management, our financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair statement of financial statements for interim periods in accordance with U.S. generally accepted accounting principles (GAAP) and with Rule 10-01 of SEC Regulation S-X, which sets forth the instructions for 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 our financial statements, as well as the reported amounts of revenue and expenses during the reporting periods. Actual results could differ from those estimates.
In accordance with applicable accounting standards, 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. The year-end condensed balance sheet data was derived from audited financial statements, but, as permitted by Rule 10-01 of SEC Regulation S-X, does not include all disclosures required by GAAP for complete financial statements. Accordingly, our quarterly condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.
Certain reclassifications of prior year information have been made to conform to the current years presentation. In the first quarter of 2012, the Company changed its segment reporting from a single reportable segment to four reportable segments. Three of the four reportable segments are geographically based: North America, EMEA (representing the Companys operations in Europe, the Middle East and Africa) and AJLA (representing Asian and Latin American operations). The Companys fourth reportable segment is comprised of the Companys Original Equipment Manufacturer and Development Services (OEM) businesses. See Note 14 for a discussion of the Companys segments. In addition, in the first quarter of 2012, the Company changed the number of its reporting units. In 2011, the Company had six reporting units comprised of North America, EMEA, OEM and three reporting units in the AJLA segment. In 2012, the Company changed its North America reporting unit structure from a single reporting unit to five reporting units comprised of Vascular, Anesthesia/Respiratory, Cardiac, Surgical and Specialty. As a result of the change in the North America reporting unit structure, the Company was required to conduct a goodwill impairment test of each of the North American reporting units and determined that the goodwill of three of the reporting units was impaired. As a result, the Company recorded a goodwill impairment charge of $332 million in the first quarter of 2012. See Note 5 for a discussion of the goodwill impairment.
As used in this report, the terms we, us, our, Teleflex and the Company mean Teleflex Incorporated and its subsidiaries, unless the context indicates otherwise. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year.
Note 2New accounting standards
The Company adopted the following new accounting standards as of January 1, 2012, the first day of its 2012 fiscal year:
Amendment to Fair Value Measurement: In May 2011, the Financial Accounting Standards Board (FASB) revised the fair value measurement and disclosure requirements so that the requirements under GAAP and International Financial Reporting Standards (IFRS) are the same. The guidance clarifies the
7
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
FASBs intent about the application of existing fair value measurements and requires enhanced disclosures, most significantly related to unobservable inputs used in a fair value measurement that is categorized within Level 3 of the fair value hierarchy. The guidance became effective prospectively during interim and annual periods beginning after December 15, 2011.
Amendment to Comprehensive Income: In June 2011, the FASB amended guidance relating to the presentation of comprehensive income within an entitys financial statements. Under the guidance, an entity has the option to present the total of comprehensive income, the components of net income, and the components of other comprehensive income in a single continuous statement or in two separate but consecutive statements. The amended guidance eliminates the previously available option of presenting the components of other comprehensive income as part of the statement of changes in equity. In addition, an entity is required to present adjustments on the face of the financial statements for items that are reclassified from other comprehensive income to net income in the statement where the components of net income and the components of other comprehensive income are presented. The amendment became effective for fiscal years beginning after December 15, 2011 and is applied retrospectively, with the exception of the requirement to present reclassification adjustments from other comprehensive income to net income on the face of the financial statements, which has been deferred pending further deliberation by the FASB.
Note 3Acquisitions
The Company made the following acquisitions during 2012, all of which were accounted for as business combinations:
| On June 22, 2012, the Company acquired Hotspur Technologies, a developer of catheter-based technologies designed to restore blood flow in patients with obstructed vessels. The acquisition of this business complements the dialysis access product line in the Companys Cardiac Care division. The Company paid $15.0 million in cash as initial consideration for the business. |
| On May 22, 2012, the Company acquired Semprus BioSciences, a biomedical company that developed a long-lasting, covalently bonded, non-leaching polymer designed to reduce infections and thrombus related complications. While the Company will explore opportunities to apply this technology to a broad array of its product offerings, the initial focus for the technology will be with respect to vascular devices within the Companys Critical Care division. The Company paid $30.0 million in cash as initial consideration for the business. |
| On May 3, 2012, the Company acquired substantially all of the assets of Axiom Technology Partners, LLC, constituting its EFx laparoscopic fascial closure system, which is designed for the closure of abdominal trocar defects through which access ports and instruments were used during laparoscopic surgeries. The acquisition of this business complements the surgical closure product line in the Companys Surgical Care division. The Company paid $7.5 million in cash as initial consideration for the business. |
| On April 5, 2012, the Company acquired the EZ-Blocker product line, a single-use catheter used to perform lung isolation and one-lung ventilation. The acquisition of this product line complements the Anesthesia product portfolio in the Companys Critical Care division. The Company paid $3.3 million in cash as initial consideration for the business. |
The total fair value of consideration for the acquisitions is estimated at $111.9 million, which includes the initial payments of $55.8 million in cash and the estimated fair value of the contingent consideration to be paid to the sellers of $56.1 million.
8
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
In connection with the acquisitions, the Company agreed to pay aggregate contingent consideration between approximately $61.0 million to $90.0 million, based on the achievement of specified objectives, including regulatory approvals and sales targets. The fair value of each component of contingent consideration was estimated based on the probability of achieving the specified objective using a probability-weighted discounted cash flow model. This fair value measurement is based on significant inputs not observed in the market and thus represents a Level 3 measurement as defined in connection with the fair value hierarchy (see Note 9, Fair value measurements). Any future change in the estimated fair value of the contingent consideration will be recognized in selling, general and administrative expenses in the statement of income for the period in which the estimated fair value changes. A change in fair value of the contingent consideration could have a material effect on the Companys results of operations and financial position for the period in which the change in estimate occurs.
Transaction expenses associated with the acquisitions, which are included in selling, general and administrative expenses on the Condensed Consolidated Statements of Income, were $0.6 million and $0.8 million for the three and six months ended July 1, 2012, respectively. Through July 1, 2012, the Company has recorded an aggregate operating loss of approximately $1.6 million resulting from the acquisitions. The results of operations of the acquired businesses and assets are included in the Condensed Consolidated Statements of Income as of their respective acquisition date. Pro forma information is not presented as the operations of the acquired businesses are not significant compared to the overall operations of the Company.
The following table presents the purchase price allocation of the fair value of the acquisitions that occurred during the second quarter of 2012:
(Dollars in millions) | ||||
Assets |
||||
Current assets |
$ | 4.7 | ||
Property, plant and equipment |
1.3 | |||
Intangible assets: |
||||
Intellectual property |
48.7 | |||
In-process research and development (IPR&D) |
45.5 | |||
Goodwill |
27.4 | |||
|
|
|||
Total assets acquired |
127.6 | |||
|
|
|||
Less: |
||||
Current liabilities |
4.7 | |||
Deferred tax liabilities |
11.0 | |||
|
|
|||
Liabilities assumed |
15.7 | |||
|
|
|||
Net assets acquired |
$ | 111.9 | ||
|
|
The Company is continuing to evaluate the initial purchase price allocation as of the respective acquisition dates. Further adjustments may be necessary as additional information related to the fair values of assets acquired and liabilities assumed is assessed.
Certain assets acquired in the second quarter acquisitions qualify for recognition as intangible assets, apart from goodwill, in accordance with FASB guidance related to business combinations. The estimated fair values of intangible assets acquired include intellectual property of $48.7 million and IPR&D of $45.5 million. Intellectual property has useful lives ranging from 15 to 20 years, and IPR&D has an indefinite life and is not amortized until completion and development of the related project, at which time the IPR&D becomes an amortizable asset. If the related project is not completed in a timely manner, the Company may incur an impairment charge related to
9
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
the IPR&D, calculated as the excess of the assets carrying value over its fair value. The goodwill resulting from the acquisitions primarily reflects the expected revenue growth attributable to anticipated increased market penetration from future products and customers. Goodwill and the step-up in basis of the intangible assets are not deductible for tax purposes.
Note 4Restructuring and other impairment charges
The amounts recognized in restructuring and other impairment charges for the three and six months ended July 1, 2012 and June 26, 2011 consisted of the following:
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
2012 restructuring charges |
$ | 265 | $ | | $ | 871 | $ | | ||||||||
2007 Arrow integration program |
56 | 115 | (1,875 | ) | 710 | |||||||||||
Impairment charges |
| 3,061 | | 3,061 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Restructuring and other impairment charges |
$ | 321 | $ | 3,176 | $ | (1,004 | ) | $ | 3,771 | |||||||
|
|
|
|
|
|
|
|
2012 Restructuring Charges
During the three and six months ended July 1, 2012, the Company incurred restructuring charges of $0.3 million and $0.9 million, respectively, related to the termination of certain distributor agreements in Europe and a redesign of operations at our North America plants.
2011 Restructuring Program
During 2011, the Company initiated a restructuring program at three facilities to consolidate operations and reduce costs. During the six months ended July 1, 2012, no costs have been incurred related to this program. The Company expects to incur additional contract termination costs of approximately $2.7 million when it has completely exited a leased facility. All of the employee termination benefits will be paid in 2012. The payment of the lease contract termination costs will continue until 2015.
2007 Arrow Integration Program
In connection with the Companys acquisition of Arrow International, Inc. (Arrow), the Company implemented a program in 2007 to integrate Arrows businesses into the Companys other businesses. The aspects of this program that affect Teleflex employees and facilities (such aspects being referred to as the 2007 Arrow integration program) are charged to earnings and classified as restructuring and impairment charges. The following table provides information relating to the charges associated with the 2007 Arrow integration program that were included in restructuring and other impairment charges in the condensed consolidated statements of income for the periods presented:
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Termination benefits |
$ | | $ | 4 | $ | | $ | 11 | ||||||||
Facility closure costs |
56 | (76 | ) | 148 | 74 | |||||||||||
Contract termination costs |
| 187 | (2,023 | ) | 625 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 56 | $ | 115 | $ | (1,875 | ) | $ | 710 | ||||||||
|
|
|
|
|
|
|
|
10
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
No impairment charges were recognized during the three and six month periods ended July 1, 2012 and June 26, 2011.
The following table provides information relating to changes in the accrued liability associated with the 2007 Arrow integration program during the six months ended July 1, 2012:
Balance
at December 31, 2011 |
Subsequent Accruals |
Payments | Translation | Balance at July 1, 2012 |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Termination benefits |
$ | 320 | $ | | $ | (5 | ) | $ | (13 | ) | $ | 302 | ||||||||
Facility closure costs |
| 148 | (148 | ) | | | ||||||||||||||
Contract termination costs |
2,133 | (2,023 | ) | | (6 | ) | 104 | |||||||||||||
Other restructuring costs |
21 | | | | 21 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 2,474 | $ | (1,875 | ) | $ | (153 | ) | $ | (19 | ) | $ | 427 | ||||||||
|
|
|
|
|
|
|
|
|
|
The reduction in the accrual for contract termination costs relates to a revised estimate for the settlement of a dispute involving the termination of a European distributor agreement that was established in connection with the acquisition of Arrow in 2007.
As of July 1, 2012, the Company expects future restructuring expenses associated with the 2007 Arrow integration program, if any, to be nominal.
Impairment Charges
During the second quarter of 2011, the Company recognized impairment charges of $3.1 million related to the decline in value of its investments in affiliates that are considered to be other than temporary. In making this determination, the Company considered multiple factors, including its intent and ability to hold investments, operating losses of investees that demonstrate an inability to recover the carrying value of the investments, the investees liquidity and cash position and level of market acceptance of the investees products and services.
Note 5Impairment of goodwill
In 2012, the Company changed its North America reporting unit structure from a single reporting unit to five reporting units comprised of Vascular, Anesthesia/Respiratory, Cardiac, Surgical and Specialty. The Company allocated the assets and liabilities of the North America Segment among the new reporting units based on their respective operating activities, and then allocated goodwill among the reporting units using a relative fair value approach, as required by FASB Accounting Standards Codification Topic 350. The fair value of each reporting unit was determined based on a weighted combination of (i) estimation of the discounted cash flows of each of the reporting units based on projected earnings in the future (the income approach) and (ii) analysis of sales of similar assets in actual transactions (the market approach).
11
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Following this allocation, the Company performed goodwill impairment tests on these new reporting units in the first quarter of 2012. As a result of these tests, the Company determined that three of the reporting units in the North America Segment were impaired, and it recorded goodwill impairment charges of $220 million in the Vascular reporting unit, $107 million in the Anesthesia/Respiratory reporting unit and $5 million in the Cardiac reporting unit in the first quarter of 2012.
Note 6Inventories
Inventories as of July 1, 2012 and December 31, 2011 consisted of the following:
July 1, 2012 |
December 31, 2011 |
|||||||
(Dollars in thousands) | ||||||||
Raw materials |
$ | 82,528 | $ | 87,621 | ||||
Work-in-process |
45,341 | 45,486 | ||||||
Finished goods |
186,694 | 198,587 | ||||||
|
|
|
|
|||||
314,563 | 331,694 | |||||||
Less: Inventory reserve |
(30,008 | ) | (32,919 | ) | ||||
|
|
|
|
|||||
Inventories |
$ | 284,555 | $ | 298,775 | ||||
|
|
|
|
Note 7Goodwill and other intangible assets
In the first quarter of 2012, the Company changed its reporting structure to four reportable segments, three of which are geographically-based and one of which is comprised of the Companys OEM business. See Note 14, Business segment information for additional information on the Companys new reporting structure.
The following table provides information relating to changes in the carrying amount of goodwill, by reportable segment, for the six months ended July 1, 2012:
North America Segment |
EMEA Segment | AJLA Segment | OEM Segment | Total | ||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Balance as of December 31, 2011 |
||||||||||||||||||||
Goodwill |
$ | 973,517 | $ | 283,362 | $ | 153,487 | $ | 28,176 | $ | 1,438,542 | ||||||||||
Accumulated impairment losses |
| | | | | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
973,517 | 283,362 | 153,487 | 28,176 | 1,438,542 | ||||||||||||||||
Goodwill impairment charges |
(332,128 | ) | | | | (332,128 | ) | |||||||||||||
Goodwill related to acquisitions |
26,733 | 687 | | | 27,420 | |||||||||||||||
Goodwill transferred to assets held for sale |
| | | (28,176 | ) | (28,176 | ) | |||||||||||||
Translation adjustment |
17 | (10,868 | ) | 784 | | (10,067 | ) | |||||||||||||
Transfer of goodwill |
679 | (679 | ) | | | | ||||||||||||||
Balance as of July 1, 2012 |
||||||||||||||||||||
Goodwill |
1,000,946 | 272,502 | 154,271 | | 1,427,719 | |||||||||||||||
Accumulated impairment losses |
(332,128 | ) | | | | (332,128 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
$ | 668,818 | $ | 272,502 | $ | 154,271 | $ | | $ | 1,095,591 | |||||||||||
|
|
|
|
|
|
|
|
|
|
See Note 5 for discussion on the goodwill impairment charges.
12
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
The following table provides information, as of July 1, 2012 and December 31, 2011, regarding the gross carrying amount of, and accumulated amortization relating to, intangible assets:
Gross Carrying Amount | Accumulated Amortization | |||||||||||||||
July 1, 2012 | December 31, 2011 | July 1, 2012 | December 31, 2011 | |||||||||||||
(Dollars in thousands) | ||||||||||||||||
Customer lists |
$ | 532,780 | $ | 537,094 | $ | (128,335 | ) | $ | (117,505 | ) | ||||||
In-process research and development |
45,480 | | | | ||||||||||||
Intellectual property |
253,221 | 221,171 | (85,322 | ) | (85,402 | ) | ||||||||||
Distribution rights |
16,245 | 16,669 | (13,332 | ) | (13,484 | ) | ||||||||||
Trade names |
317,519 | 322,404 | (127 | ) | (1,160 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
$ | 1,165,245 | $ | 1,097,338 | $ | (227,116 | ) | $ | (217,551 | ) | |||||||
|
|
|
|
|
|
|
|
The increase in intangible assets during the six months ended July 1, 2012 primarily reflects the effect of the Companys acquisitions. See Note 3 for discussion of Companys acquisitions.
Amortization expense related to intangible assets was approximately $10.7 million for both the three months ended July 1, 2012 and June 26, 2011 and $21.2 million and $21.4 million for the six months ended July 1, 2012 and June 26, 2011, respectively. Estimated annual amortization expense for the remainder of 2012 and the next four succeeding years is as follows (dollars in thousands):
2012 |
$ | 21,900 | ||
2013 |
44,700 | |||
2014 |
42,100 | |||
2015 |
37,600 | |||
2016 |
37,500 |
Note 8Financial instruments
The Company uses derivative instruments for risk management purposes. Forward rate contracts are used to manage foreign currency transaction exposure. These derivative instruments are designated as cash flow hedges and are recorded on the balance sheet at fair market value. The effective portion of the gains or losses on derivatives is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged transaction affects earnings. Gains and losses on the derivatives representing either hedge ineffectiveness or hedge components excluded from the assessment of effectiveness are recognized in current earnings. See Note 9, Fair value measurement for additional information.
13
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
The following table presents the location and fair values of derivative instruments designated as hedging instruments in the condensed consolidated balance sheet as of July 1, 2012 and December 31, 2011:
July 1, 2012 Fair Value |
December 31, 2011 Fair Value |
|||||||
(Dollars in thousands) | ||||||||
Asset derivatives: |
||||||||
Foreign exchange contracts: |
||||||||
Other assetscurrent |
$ | 572 | $ | 204 | ||||
|
|
|
|
|||||
Total asset derivatives |
$ | 572 | $ | 204 | ||||
|
|
|
|
|||||
Liability derivatives: |
||||||||
Foreign exchange contracts: |
||||||||
Derivative liabilitiescurrent |
$ | 1,669 | $ | 633 | ||||
|
|
|
|
|||||
Total liability derivatives |
$ | 1,669 | $ | 633 | ||||
|
|
|
|
The following table provides information as to the gains and losses attributable to derivatives in cash flow hedging relationships that were reported in other comprehensive income (OCI), and the location and amount of gains and losses attributable to such derivatives that were reclassified from accumulated other comprehensive income (AOCI) in the condensed consolidated statement of income for the three and six months ended July 1, 2012 and June 26, 2011:
After Tax Gain/(Loss) Recognized in OCI |
||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Interest rate swap |
$ | 2,317 | $ | 1,694 | $ | 4,703 | $ | 3,351 | ||||||||
Foreign exchange contracts |
(471 | ) | (275 | ) | (397 | ) | (26 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 1,846 | $ | 1,419 | $ | 4,306 | $ | 3,325 | ||||||||
|
|
|
|
|
|
|
|
Pre-Tax (Gain)/Loss Reclassified from AOCI into Income |
||||||||||||||||
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Interest rate swap: |
||||||||||||||||
Interest expense |
$ | 3,643 | $ | 3,935 | $ | 7,394 | $ | 7,655 | ||||||||
Foreign exchange contracts: |
||||||||||||||||
Cost of goods sold |
130 | (78 | ) | (767 | ) | (662 | ) | |||||||||
Income from discontinued operations |
| (333 | ) | | (768 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Total |
$ | 3,773 | $ | 3,524 | $ | 6,627 | $ | 6,225 | ||||||||
|
|
|
|
|
|
|
|
For the three and six months ended July 1, 2012 and June 26, 2011, there was no ineffectiveness related to the Companys derivatives.
In 2011, the Company terminated its interest rate swap covering a notional amount of $350 million designated as a hedge against the variability of the cash flows in the interest payments under the Companys term
14
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
loan. At July 1, 2012, the Company had $2.3 million, net of tax, recorded in AOCI associated with this interest rate swap, which will be amortized as interest expense over the remaining life of the original term of the hedged obligation, which expires in September 2012.
Based on interest rates and exchange rates at July 1, 2012, approximately $3.0 million of unrealized losses, net of tax, within AOCI are expected to be reclassified from AOCI during the next twelve months. However, the actual amount reclassified from AOCI could vary due to future changes in exchange rates.
Note 9Fair value measurement
For a description of the fair value hierarchy, see Note 10 to the Companys 2011 consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2011.
The following tables provide information regarding the financial assets and liabilities carried at fair value measured on a recurring basis as of July 1, 2012 and June 26, 2011:
Total carrying value at July 1, 2012 |
Quoted prices in active markets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Investments in marketable securities |
$ | 4,535 | $ | 4,535 | $ | | $ | | ||||||||
Derivative assets |
572 | | 572 | | ||||||||||||
Derivative liabilities |
1,669 | | 1,669 | | ||||||||||||
Contingent consideration liabilities |
58,230 | | | 58,230 |
Total carrying value at June 26, 2011 |
Quoted prices in active markets (Level 1) |
Significant other observable inputs (Level 2) |
Significant unobservable inputs (Level 3) |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Cash and cash equivalents |
$ | 65,000 | $ | 65,000 | $ | | $ | | ||||||||
Bondsforeign government |
6,915 | 6,915 | | | ||||||||||||
Investments in marketable securities |
4,209 | 4,209 | | | ||||||||||||
Derivative assets |
419 | | 419 | | ||||||||||||
Derivative liabilities |
19,128 | | 19,128 | | ||||||||||||
Contingent consideration liabilities |
9,530 | | | 9,530 |
The following table provides information regarding changes in Level 3 financial liabilities during the periods ended July 1, 2012 and June 26, 2011:
Contingent consideration |
||||||||
2012 | 2011 | |||||||
(Dollars in thousands) | ||||||||
Beginning balance |
$ | 9,676 | $ | | ||||
Initial estimate upon acquisition |
56,067 | 15,400 | ||||||
Payment |
(7,000 | ) | (6,000 | ) | ||||
Revaluations |
(442 | ) | 130 | |||||
Translation adjustment |
(71 | ) | | |||||
|
|
|
|
|||||
Ending balance |
$ | 58,230 | $ | 9,530 | ||||
|
|
|
|
The carrying amount of long-term debt reported in the condensed consolidated balance sheet as of July 1, 2012 is $959.9 million. The Company uses a discounted cash flow technique that incorporates a market interest
15
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
yield curve with adjustments for duration, optionality, and risk profile to determine the fair value of its debt. The Companys implied credit rating is a factor in determining the market interest yield curve. The following table provides the fair value of the Companys debt by fair value hierarchy level as of July 1, 2012:
Fair value of debt | ||||
(Dollars in millions) | ||||
Level 1 |
$ | 730.7 | ||
Level 2 |
377.8 | |||
|
|
|||
Total |
$ | 1,108.5 | ||
|
|
During the first quarter of 2012, the Company recorded a goodwill impairment charge based on Level 3 inputs. See Note 5 for a discussion of the goodwill impairment.
Valuation Techniques
The Companys financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to pay benefits under certain deferred compensation plans and other compensatory arrangements. The investment assets of the trust are valued using quoted market prices.
The Companys financial assets valued based upon Level 2 inputs are comprised of foreign currency forward contracts. The Companys financial liabilities valued based upon Level 2 inputs are comprised of an interest rate swap contract and foreign currency forward contracts. The Company uses forward rate contracts to manage currency transaction exposure and interest rate swaps to manage exposure to interest rate changes. The fair value of the foreign currency forward exchange contracts represents the amount required to enter into offsetting contracts with similar remaining maturities based on quoted market prices. The fair value of the interest rate swap contract is developed from market-based inputs under the income approach using cash flows discounted at relevant market interest rates. The Company has taken into account the creditworthiness of the counterparties in measuring fair value. The decrease in the Companys derivative liabilities in 2012 is due to the termination of an interest rate swap agreement. See Note 8, Financial instruments for additional information.
The Companys financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to the Companys acquisitions. The fair value of contingent consideration is determined using a weighted probability of potential payment scenarios discounted at rates reflective of the Companys credit rating and expected return on the acquired businesses. The assumptions used to develop the estimated amounts recognized for the contingent consideration arrangements are updated each reporting period. As of July 1, 2012, the Company has recorded approximately $17.5 million of contingent consideration in accrued expenses and the remaining $40.7 million in other liabilities.
Note 10Changes in shareholders equity
In 2007, the Companys Board of Directors authorized the repurchase of up to $300 million of outstanding Company common stock. Repurchases of Company stock under the Board authorization may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and the Companys ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generated from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under the Companys senior credit agreements, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Companys consolidated leverage ratio exceeds certain levels, which may limit the Companys ability to repurchase shares under this Board authorization. Through July 1, 2012, no shares have been purchased under this Board authorization.
16
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
The following table provides a reconciliation of basic to diluted weighted average shares outstanding:
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Shares in thousands) | ||||||||||||||||
Basic |
40,834 | 40,536 | 40,801 | 40,297 | ||||||||||||
Dilutive shares assumed issued |
242 | 336 | | 351 | ||||||||||||
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Diluted |
41,076 | 40,872 | 40,801 | 40,648 | ||||||||||||
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Weighted average stock options that were antidilutive and therefore not included in the calculation of earnings per share were approximately 8,818 thousand and 8,999 thousand for the three and six month periods ended July 1, 2012, respectively, and approximately 8,776 thousand and 8,906 thousand for the three and six month periods ended June 26, 2011, respectively.
The following tables provide information relating to the changes in accumulated other comprehensive income (loss), net of tax, for the six months ended July 1, 2012 and June 26, 2011:
Cash Flow Hedges |
Pension and Other Postretirement Benefit Plans |
Foreign Currency Translation Adjustment |
Accumulated Other Comprehensive Income (Loss) |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Balance at December 31, 2011 |
$ | (7,257 | ) | $ | (134,548 | ) | $ | (17,548 | ) | $ | (159,353 | ) | ||||
Current-period other comprehensive income (loss) |
4,306 | 2,336 | (35,544 | ) | (28,902 | ) | ||||||||||
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Balance at July 1, 2012 |
$ | (2,951 | ) | $ | (132,212 | ) | $ | (53,092 | ) | $ | (188,255 | ) | ||||
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Cash Flow Hedges |
Pension and Other Postretirement Benefit Plans |
Foreign Currency Translation Adjustment |
Accumulated Other Comprehensive Income (Loss) |
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(Dollars in thousands) | ||||||||||||||||
Balance at December 31, 2010 |
$ | (15,262 | ) | $ | (95,746 | ) | $ | 59,128 | $ | (51,880 | ) | |||||
Current-period other comprehensive income |
3,340 | 5,619 | 61,840 | 70,799 | ||||||||||||
Divestiture of Marine |
| 8,427 | (33,424 | ) | (24,997 | ) | ||||||||||
Discontinued operations |
(15 | ) | (37 | ) | 2,504 | 2,452 | ||||||||||
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Balance at June 26, 2011 |
$ | (11,937 | ) | $ | (81,737 | ) | $ | 90,048 | $ | (3,626 | ) | |||||
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Note 11Taxes on income from continuing operations
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
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Effective income tax rate |
(0.6 | )% | 21.3 | % | 1.8 | % | 22.6 | % |
The effective income tax rate for the three months and six months ended July 1, 2012 was (0.6)% and 1.8% , respectively, compared to 21.3% and 22.6% for the three months and six months ended June 26, 2011, respectively. The decrease in the effective tax rate for the three months ended July 1, 2012 is primarily due to (i) a $7.7 million tax benefit on the settlement of foreign tax audits and (ii) an approximate $5.0 million reduction
17
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
in deferred tax liability resulting from a reduction in tax expense associated with potential future repatriation of non-permanently reinvested foreign earnings. In addition to the aforementioned items, the decrease in the effective tax rate for the six months ended July 1, 2012 was also impacted by a goodwill impairment charge recorded in the first quarter of 2012 for which only $45 million was tax deductible. Accordingly, the reduction in the tax rate for the six months ended July 1, 2012 reflects our inability to realize the full benefit of this charge.
Note 12Pension and other postretirement benefits
The Company has a number of defined benefit pension and postretirement plans covering eligible U.S. and non-U.S. employees. The defined benefit pension plans are noncontributory. The benefits under these plans are based primarily on years of service and employees pay near retirement. The Companys funding policy for U.S. plans is to contribute annually, at a minimum, amounts required by applicable laws and regulations. Obligations under non-U.S. plans are systematically provided for by depositing funds with trustees or by book reserves. In 2008 the Company amended the Teleflex Retirement Income Plan (TRIP) to cease future benefit accruals for all employees, other than those subject to a collective bargaining agreement and amended its Supplemental Executive Retirement Plans (SERP) for all executives to cease future benefit accruals for both employees and executives as of December 31, 2008. The Company replaced the non-qualified defined benefits provided under the SERP with a non-qualified defined contribution arrangement under the Companys Deferred Compensation Plan, effective January 1, 2009. In addition, in 2008, the Companys postretirement benefit plans were amended to eliminate future benefits for employees, other than those subject to a collective bargaining agreement, who had not attained age 50 and whose age plus service was less than 65.
The Company and certain of its subsidiaries provide medical, dental and life insurance benefits to pensioners and survivors. The associated plans are unfunded and approved claims are paid from Company funds.
Net benefit cost of pension and postretirement benefit plans consisted of the following:
Pension Three Months Ended |
Postretirement Benefits Three Months Ended |
Pension Six Months Ended |
Postretirement Benefits Six Months Ended |
|||||||||||||||||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||||||||||
Service cost |
$ | 711 | $ | 613 | $ | 158 | $ | 198 | $ | 1,389 | $ | 1,192 | $ | 316 | $ | 396 | ||||||||||||||||
Interest cost |
4,125 | 4,342 | 473 | 549 | 8,251 | 8,586 | 946 | 1,100 | ||||||||||||||||||||||||
Expected return on Plan assets |
(5,042 | ) | (4,943 | ) | | | (10,085 | ) | (9,843 | ) | | | ||||||||||||||||||||
Net amortization and deferral |
1,604 | 976 | 122 | 69 | 3,210 | 2,031 | 245 | 138 | ||||||||||||||||||||||||
Settlement charge |
(124 | ) | | | | (124 | ) | | | | ||||||||||||||||||||||
Curtailment charge |
111 | | | | 111 | | | | ||||||||||||||||||||||||
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Net benefit cost |
$ | 1,385 | $ | 988 | $ | 753 | $ | 816 | $ | 2,752 | $ | 1,966 | $ | 1,507 | $ | 1,634 | ||||||||||||||||
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The increase in net amortization expense for the pension and postretirement benefit plans reflects the loss due to actuarial changes in benefit obligation recorded at December 31, 2011.
The Company is required to make minimum pension contributions totaling $19.5 million during 2012, of which $3.4 million and $11.3 million were made during the three and six months ended July 1, 2012, respectively.
18
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Note 13Commitments and contingent liabilities
Product warranty liability: The Company warrants to the original purchasers of certain of its products that it will, at its option, repair or replace such products, without charge, if they fail due to a manufacturing defect. Warranty periods vary by product. The Company has recourse provisions for certain products that would enable recovery from third parties for amounts paid under the warranty. The Company accrues for product warranties when, based on available information, it is probable that customers will make claims under warranties relating to products that have been sold, and a reasonable estimate of the costs (based on historical claims experience relative to sales) can be made. The following table provides information regarding changes in the Companys product warranty liability accruals for the six months ended July 1, 2012 (dollars in thousands):
BalanceDecember 31, 2011 |
$ | 7,935 | ||
Accruals for warranties issued in 2012 |
50 | |||
Settlements (cash and in kind) |
(6,275 | ) | ||
Accruals related to pre-existing warranties(a) |
(1,253 | ) | ||
Translation |
(2 | ) | ||
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BalanceJuly 1, 2012 |
$ | 455 | ||
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(a) | Including those related to divested businesses. See Note 16, Divestiture-related activities for additional information. |
Operating leases: The Company uses various leased facilities and equipment in its operations. The terms for these leased assets vary depending on the lease agreement. In connection with these operating leases, the Company had residual value guarantees in the amount of approximately $1.9 million at July 1, 2012. The Companys future payments under the operating leases cannot exceed the minimum rent obligation plus the residual value guarantee amount. The residual value guarantee amounts are based upon the unamortized lease values of the assets under lease, and are payable by the Company if the Company declines to renew the leases or to exercise its purchase option with respect to the leased assets. At July 1, 2012, the Company had no liabilities recorded for these obligations. Any residual value guarantee amounts paid to the lessor may be recovered by the Company from the sale of the assets to a third party.
Environmental: The Company is subject to contingencies as a result of environmental laws and regulations that in the future may require the Company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the Company or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act (CERCLA), often referred to as Superfund, the U.S. Resource Conservation and Recovery Act (RCRA) and similar state laws. These laws require the Company to undertake certain investigative and remedial activities at sites where the Company conducts or once conducted operations or at sites where Company-generated waste was disposed.
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, diverse regulatory agencies and enforcement policies, as well as the presence or absence of other potentially responsible parties. At July 1, 2012, the Companys condensed consolidated balance sheet included an accrued liability of approximately $9.1 million relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, potential liability may exceed the amount accrued as of July 1, 2012. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 15-20 years.
19
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Litigation: The Company is a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, intellectual property, employment and environmental matters. Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that any such actions are likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or liquidity. However, litigation is subject to many uncertainties, and the outcome of litigation is not predictable with assurance. An adverse outcome in current or future litigation could have a material adverse effect on the Companys business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to expense in the period incurred.
Tax audits and examinations: The Company and its subsidiaries are routinely subject to tax examinations by various taxing authorities. As of July 1, 2012, the most significant tax examinations in process are in Canada, the Czech Republic, France and Austria. In conjunction with these examinations and as a regular and routine practice, the Company may determine a need to establish certain reserves or to adjust existing reserves with respect to uncertain tax positions. Accordingly, developments occurring with respect to these examinations, including resolution of uncertain tax positions, could result in increases or decreases to the Companys recorded tax liabilities, which could impact the Companys financial results.
Other: The Company has various purchase commitments for materials, supplies and items of permanent investment incident to the ordinary conduct of its business. On average, such commitments are not at prices in excess of current market.
Note 14Business segment information
As a result of a reorganization of the Companys internal business unit reporting structure and related internal financial reporting, effective January 1, 2012, the Company changed its segment reporting from a single operating segment to four operating segments.
An operating segment is a component of the Company (a) that engages in business activities from which it may earn revenues and incur expenses, (b) whose operating results are regularly reviewed by the Companys chief operating decision maker to make decisions about resources to be allocated to the segment and to assess its performance, and (c) for which discrete financial information is available. Based on these criteria, the Company has identified four operating segments, which also represent its four reportable segments.
Three of the four reportable segments are geographically based: North America, EMEA (representing the Companys operations in Europe, the Middle East and Africa) and AJLA (representing the Companys Asian and Latin American operations). The fourth reportable segment is OEM.
The Companys geographically based segments design, manufacture and distribute medical devices primarily used in critical care, surgical applications and cardiac care and generally serve two end markets: hospitals and healthcare providers, and home health. The products of the geographically based segments are most widely used in the acute care setting for a range of diagnostic and therapeutic procedures and in general and specialty surgical applications. The Companys OEM Segment designs, manufactures and supplies devices and instruments for other medical device manufacturers.
20
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
The following tables present the Companys segment results for the three and six months ended July 1, 2012 and June 26, 2011:
Three Months Ended July 1, 2012 | ||||||||||||||||||||
Segment Results | North America |
EMEA | AJLA | OEM | Totals | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Segment net revenues from external customers |
$ | 160,357 | $ | 126,898 | $ | 60,097 | $ | 35,980 | $ | 383,332 | ||||||||||
Segment depreciation and amortization |
14,963 | 5,346 | 1,411 | 1,059 | 22,779 | |||||||||||||||
Segment operating profit(1) |
21,463 | 19,921 | 15,060 | 8,267 | 64,711 | |||||||||||||||
Segment expenditures for property, plant and equipment |
7,602 | 3,677 | 231 | 3,292 | 14,802 | |||||||||||||||
Intersegment revenues |
35,738 | 17,533 | 138 | 150 | ||||||||||||||||
Three Months Ended June 26, 2011 | ||||||||||||||||||||
Segment Results | North America |
EMEA | AJLA | OEM | Totals | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Segment net revenues from external customers |
$ | 156,516 | $ | 137,761 | $ | 54,693 | $ | 32,198 | $ | 381,168 | ||||||||||
Segment depreciation and amortization |
15,968 | 6,034 | 1,444 | 957 | 24,403 | |||||||||||||||
Segment operating profit(1) |
17,329 | 18,268 | 17,286 | 6,175 | 59,058 | |||||||||||||||
Segment expenditures for property, plant and equipment |
5,119 | 2,570 | 338 | 1,175 | 9,202 | |||||||||||||||
Intersegment revenues |
39,783 | 17,452 | 82 | 104 | ||||||||||||||||
Six Months Ended July 1, 2012 | ||||||||||||||||||||
Segment Results | North America |
EMEA | AJLA | OEM | Totals | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Segment net revenues from external customers |
$ | 327,665 | $ | 261,498 | $ | 107,085 | $ | 67,651 | $ | 763,899 | ||||||||||
Segment depreciation and amortization |
29,813 | 10,847 | 2,824 | 1,964 | 45,448 | |||||||||||||||
Segment operating profit(1) |
44,066 | 41,388 | 26,215 | 13,467 | 125,136 | |||||||||||||||
Segment assets |
1,788,813 | 746,878 | 252,534 | 37,681 | 2,825,906 | |||||||||||||||
Segment expenditures for property, plant and equipment |
11,441 | 6,372 | 238 | 6,493 | 24,544 | |||||||||||||||
Intersegment revenues |
75,302 | 35,099 | 386 | 288 | ||||||||||||||||
Six Months Ended June 26, 2011 | ||||||||||||||||||||
Segment Results | North America |
EMEA | AJLA | OEM | Totals | |||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Segment net revenues from external customers |
$ | 309,240 | $ | 263,211 | $ | 96,726 | $ | 57,572 | $ | 726,749 | ||||||||||
Segment depreciation and amortization |
31,924 | 11,660 | 2,925 | 1,834 | 48,343 | |||||||||||||||
Segment operating profit(1) |
37,458 | 35,060 | 27,033 | 8,813 | 108,364 | |||||||||||||||
Segment assets |
2,035,206 | 854,504 | 248,330 | 83,240 | 3,221,280 | |||||||||||||||
Segment expenditures for property, plant and equipment |
8,540 | 3,984 | 387 | 2,067 | 14,978 | |||||||||||||||
Intersegment revenues |
74,008 | 31,511 | 165 | 233 |
(1) | Segment operating profit includes a segments net revenues from external customers reduced by its cost of goods sold, selling, general and administrative expenses, and an allocation of corporate expenses. Segment operating profit excludes goodwill impairment charges, restructuring and impairment charges, gain on sales of business and assets, interest income and expense, loss on extinguishment of debt and taxes on income. |
21
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
The following tables present reconciliations of segment results to the Companys condensed consolidated results for the three and six months ended July 1, 2012 and June 26, 2011:
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Reconciliation of Segment Operating Profit to Income from Continuing Operations Before Interest, Loss on Extinguishments of Debt and Taxes |
||||||||||||||||
Segment operating profit |
$ | 64,711 | $ | 59,058 | $ | 125,136 | $ | 108,364 | ||||||||
Goodwill impairment |
| | (332,128 | ) | | |||||||||||
Restructuring and other impairment charges |
(321 | ) | (3,176 | ) | 1,004 | (3,771 | ) | |||||||||
Gain on sales of businesses and assets |
332 | | 332 | | ||||||||||||
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Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes |
$ | 64,722 | $ | 55,882 | $ | (205,656 | ) | $ | 104,593 | |||||||
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July 1, 2012 | June 26, 2011 | |||||||
(Dollars in thousands) | ||||||||
Reconciliation of Segment Assets to Condensed Consolidated Total Assets |
||||||||
Segment assets(1) |
$ | 2,825,906 | $ | 3,221,280 | ||||
Corporate assets(2) |
727,026 | 541,492 | ||||||
Assets of businesses divested(3) |
| 103,401 | ||||||
Assets held for sale |
53,890 | 12,059 | ||||||
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Total assets |
$ | 3,606,822 | $ | 3,878,232 | ||||
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(1) | Segment assets for the 2011 period include assets of the orthopedic business of the Companys OEM Segment, which as July 1, 2012 are classified as held for sale. |
(2) | Increase in corporate assets from the prior period reflects higher cash balances as a result of the sale of businesses during the fourth quarter of 2011. |
(3) | Assets of businesses divested were previously reported as assets held for sale in 2011. |
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Reconciliation of Segment Expenditures for Property, Plant and Equipment to Condensed Consolidated Total Expenditures for Property, Plant and Equipment |
||||||||||||||||
Segment expenditures for property, plant and equipment |
$ | 14,802 | $ | 9,202 | $ | 24,544 | $ | 14,978 | ||||||||
Corporate expenditures for property, plant and equipment |
761 | 90 | 4,349 | 154 | ||||||||||||
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Total expenditures for property, plant and equipment |
$ | 15,563 | $ | 9,292 | $ | 28,893 | $ | 15,132 | ||||||||
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Note 15Condensed consolidated guarantor financial information
In June 2011, Teleflex Incorporated (referred to below as Parent Company) issued $250 million of 6.875% senior subordinated notes through a registered public offering. The notes are guaranteed, jointly and severally, by certain of the Parent Companys subsidiaries (each, a Guarantor Subsidiary and collectively, the
22
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Guarantor Subsidiaries). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is 100% owned by the Parent Company. The Companys condensed consolidating statements of income and comprehensive income for the three and six month periods ended July 1, 2012 and June 26, 2011, condensed consolidating balance sheets as of July 1, 2012 and December 31, 2011 and condensed consolidated statements of cash flows for the six month periods ended July 1, 2012 and June 26, 2011, each of which are set forth below, provide consolidating information for:
a. | Parent Company, the issuer of the guaranteed obligations; |
b. | Guarantor Subsidiaries, on a combined basis; |
c. | Non-guarantor subsidiaries, on a combined basis; and |
d. | Parent Company and its subsidiaries on a consolidated basis. |
The same accounting policies as described in Note 1 to the consolidated financial statements included in the Companys Annual Report on Form 10-K for the year ended December 31, 2011 are used by each entity in the condensed consolidating financial information, except for the use by the Parent Company and Guarantor Subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.
Consolidating entries and eliminations in the following consolidating financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-guarantor subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries.
23
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
Three Months Ended July 1, 2012 | ||||||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations | Condensed Consolidated |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Net revenues |
$ | | $ | 235,051 | $ | 204,785 | $ | (56,504 | ) | $ | 383,332 | |||||||||
Cost of goods sold |
| 137,054 | 118,186 | (56,272 | ) | 198,968 | ||||||||||||||
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|
|
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|
|
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Gross profit |
| 97,997 | 86,599 | (232 | ) | 184,364 | ||||||||||||||
Selling, general and administrative expenses |
12,929 | 59,789 | 32,580 | 653 | 105,951 | |||||||||||||||
Research and development expenses |
| 12,012 | 1,690 | | 13,702 | |||||||||||||||
Restructuring and other impairment charges |
| 280 | 41 | | 321 | |||||||||||||||
Gain on sales of businesses and assets |
(116,194 | ) | | (332 | ) | 116,194 | (332 | ) | ||||||||||||
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|
|
|
|
|
|
|
|||||||||||
Income from continuing operations before interest and taxes |
103,265 | 25,916 | 52,620 | (117,079 | ) | 64,722 | ||||||||||||||
Interest expense |
36,626 | (20,054 | ) | 1,668 | | 18,240 | ||||||||||||||
Interest income |
(128 | ) | | (378 | ) | | (506 | ) | ||||||||||||
|
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|
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|
|
|||||||||||
Income from continuing operations before taxes |
66,767 | 45,970 | 51,330 | (117,079 | ) | 46,988 | ||||||||||||||
Taxes (benefit) on income from continuing operations |
(17,209 | ) | 16,829 | 723 | (621 | ) | (278 | ) | ||||||||||||
Equity in net income of consolidated subsidiaries |
(40,616 | ) | 47,764 | | (7,148 | ) | | |||||||||||||
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|
|
|||||||||||
Income from continuing operations |
43,360 | 76,905 | 50,607 | (123,606 | ) | 47,266 | ||||||||||||||
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|
|||||||||||
Operating income (loss) from discontinued operations |
(1,037 | ) | (9,265 | ) | 2,253 | | (8,049 | ) | ||||||||||||
Taxes (benefit) on income (loss) from discontinued operations |
(290 | ) | (3,521 | ) | 129 | | (3,682 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from discontinued operations |
(747 | ) | (5,744 | ) | 2,124 | | (4,367 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
42,613 | 71,161 | 52,731 | (123,606 | ) | 42,899 | ||||||||||||||
Less: Income from continuing operations attributable to noncontrolling interests |
| | 286 | | 286 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to common shareholders |
42,613 | 71,161 | 52,445 | (123,606 | ) | 42,613 | ||||||||||||||
Other comprehensive loss attributable to common shareholders |
(62,945 | ) | (76,659 | ) | (62,453 | ) | 139,112 | (62,945 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive loss attributable to common shareholders |
$ | (20,332 | ) | $ | (5,498 | ) | $ | (10,008 | ) | $ | 15,506 | $ | (20,332 | ) | ||||||
|
|
|
|
|
|
|
|
|
|
24
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Three Months Ended June 26, 2011 | ||||||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations | Condensed Consolidated |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Net revenues |
$ | | $ | 236,923 | $ | 207,603 | $ | (63,358 | ) | $ | 381,168 | |||||||||
Cost of goods sold |
| 145,465 | 115,389 | (61,037 | ) | 199,817 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
| 91,458 | 92,214 | (2,321 | ) | 181,351 | ||||||||||||||
Selling, general and administrative expenses |
9,943 | 61,286 | 38,671 | (62 | ) | 109,838 | ||||||||||||||
Research and development expenses |
| 10,056 | 2,399 | | 12,455 | |||||||||||||||
Restructuring and other impairment charges |
11 | 1,270 | 1,895 | | 3,176 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes |
(9,954 | ) | 18,846 | 49,249 | (2,259 | ) | 55,882 | |||||||||||||
Interest expense |
27,879 | (12,231 | ) | 137 | | 15,785 | ||||||||||||||
Interest income |
(112 | ) | (18 | ) | (123 | ) | | (253 | ) | |||||||||||
Loss on extinguishments of debt |
816 | | | | 816 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before taxes |
(38,537 | ) | 31,095 | 49,235 | (2,259 | ) | 39,534 | |||||||||||||
Taxes (benefit) on income (loss) from continuing operations |
(15,850 | ) | 11,211 | 12,753 | 322 | 8,436 | ||||||||||||||
Equity in net income of consolidated subsidiaries |
61,383 | 39,081 | | (100,464 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from continuing operations |
38,696 | 58,965 | 36,482 | (103,045 | ) | 31,098 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) from discontinued operations |
(13,374 | ) | (569 | ) | 10,350 | | (3,593 | ) | ||||||||||||
Taxes (benefit) on income (loss) from discontinued operations |
(8,748 | ) | (1,032 | ) | 2,798 | | (6,982 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from discontinued operations |
(4,626 | ) | 463 | 7,552 | | 3,389 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
34,070 | 59,428 | 44,034 | (103,045 | ) | 34,487 | ||||||||||||||
Less: Income from continuing operations attributable to noncontrolling interests |
| | 258 | | 258 | |||||||||||||||
Income from discontinued operations attributable to noncontrolling interest |
| | 159 | | 159 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to common shareholders |
34,070 | 59,428 | 43,617 | (103,045 | ) | 34,070 | ||||||||||||||
Other comprehensive income (loss) attributable to common shareholders |
16,164 | (10,275 | ) | 12,477 | (2,202 | ) | 16,164 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income attributable to common shareholders |
$ | 50,234 | $ | 49,153 | $ | 56,094 | $ | (105,247 | ) | $ | 50,234 | |||||||||
|
|
|
|
|
|
|
|
|
|
25
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Six Months Ended July 1, 2012 | ||||||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations | Condensed Consolidated |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Net revenues |
$ | | $ | 473,548 | $ | 409,706 | $ | (119,355 | ) | $ | 763,899 | |||||||||
Cost of goods sold |
| 278,961 | 233,622 | (117,162 | ) | 395,421 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
| 194,587 | 176,084 | (2,193 | ) | 368,478 | ||||||||||||||
Selling, general and administrative expenses |
28,569 | 121,377 | 67,831 | 310 | 218,087 | |||||||||||||||
Research and development expenses |
| 21,919 | 3,336 | | 25,255 | |||||||||||||||
Goodwill impairment |
| 331,779 | 349 | | 332,128 | |||||||||||||||
Restructuring and other impairment charges |
| (1,650 | ) | 646 | | (1,004 | ) | |||||||||||||
Gain on sales of businesses and assets |
(116,194 | ) | | (332 | ) | 116,194 | (332 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before interest and taxes |
87,625 | (278,838 | ) | 104,254 | (118,697 | ) | (205,656 | ) | ||||||||||||
Interest expense |
73,101 | (40,240 | ) | 3,590 | | 36,451 | ||||||||||||||
Interest income |
(253 | ) | (8 | ) | (723 | ) | | (984 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before taxes |
14,777 | (238,590 | ) | 101,387 | (118,697 | ) | (241,123 | ) | ||||||||||||
Taxes (benefit) on income (loss) from continuing operations |
(35,061 | ) | 17,193 | 14,495 | (903 | ) | (4,276 | ) | ||||||||||||
Equity in net income of consolidated subsidiaries |
(290,814 | ) | 78,760 | | 212,054 | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations |
(240,976 | ) | (177,023 | ) | 86,892 | 94,260 | (236,847 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) from discontinued operations |
(91 | ) | (9,429 | ) | 2,400 | | (7,120 | ) | ||||||||||||
Taxes (benefit) on income (loss) from discontinued operations |
55 | (3,584 | ) | 171 | | (3,358 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from discontinued operations |
(146 | ) | (5,845 | ) | 2,229 | | (3,762 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) |
(241,122 | ) | (182,868 | ) | 89,121 | 94,260 | (240,609 | ) | ||||||||||||
Less: Income from continuing operations attributable to noncontrolling interests |
| | 513 | | 513 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income (loss) attributable to common shareholders |
(241,122 | ) | (182,868 | ) | 88,608 | 94,260 | (241,122 | ) | ||||||||||||
Other comprehensive loss attributable to common shareholders |
(28,902 | ) | (43,257 | ) | (34,766 | ) | 78,023 | (28,902 | ) | |||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to common shareholders |
$ | (270,024 | ) | $ | (226,125 | ) | $ | 53,842 | $ | 172,283 | $ | (270,024 | ) | |||||||
|
|
|
|
|
|
|
|
|
|
26
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Six Months Ended June 26, 2011 | ||||||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations | Condensed Consolidated |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
Net revenues |
$ | | $ | 455,326 | $ | 389,461 | $ | (118,038 | ) | $ | 726,749 | |||||||||
Cost of goods sold |
| 276,719 | 222,125 | (115,493 | ) | 383,351 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Gross profit |
| 178,607 | 167,336 | (2,545 | ) | 343,398 | ||||||||||||||
Selling, general and administrative expenses |
19,324 | 118,947 | 72,683 | 594 | 211,548 | |||||||||||||||
Research and development expenses |
| 19,433 | 4,053 | | 23,486 | |||||||||||||||
Restructuring and other impairment charges |
11 | 1,858 | 1,902 | | 3,771 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes |
(19,335 | ) | 38,369 | 88,698 | (3,139 | ) | 104,593 | |||||||||||||
Interest expense |
58,084 | (26,370 | ) | 217 | | 31,931 | ||||||||||||||
Interest income |
(114 | ) | (41 | ) | (203 | ) | | (358 | ) | |||||||||||
Loss on extinguishments of debt |
15,413 | | | | 15,413 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from continuing operations before taxes |
(92,718 | ) | 64,780 | 88,684 | (3,139 | ) | 57,607 | |||||||||||||
Taxes (benefit) on income (loss) from continuing operations |
(34,621 | ) | 24,589 | 24,073 | (1,032 | ) | 13,009 | |||||||||||||
Equity in net income of consolidated subsidiaries |
195,873 | 112,120 | | (307,993 | ) | | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income from continuing operations |
137,776 | 152,311 | 64,611 | (310,100 | ) | 44,598 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Operating income (loss) from discontinued operations |
(51,318 | ) | 39,589 | 72,846 | | 61,117 | ||||||||||||||
Taxes (benefit) on income (loss) from discontinued operations |
(25,424 | ) | 5,583 | 12,875 | | (6,966 | ) | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Income (loss) from discontinued operations |
(25,894 | ) | 34,006 | 59,971 | | 68,083 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income |
111,882 | 186,317 | 124,582 | (310,100 | ) | 112,681 | ||||||||||||||
Less: Income from continuing operations attributable to noncontrolling interests |
| | 481 | | 481 | |||||||||||||||
Income from discontinued operations attributable to noncontrolling interest |
| | 318 | | 318 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Net income attributable to common shareholders |
111,882 | 186,317 | 123,783 | (310,100 | ) | 111,882 | ||||||||||||||
Other comprehensive income attributable to common shareholders |
48,254 | (23,420 | ) | 28,912 | (5,492 | ) | 48,254 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Comprehensive income (loss) attributable to common shareholders |
$ | 160,136 | $ | 162,897 | $ | 152,695 | $ | (315,592 | ) | $ | 160,136 | |||||||||
|
|
|
|
|
|
|
|
|
|
27
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS
July 1, 2012 | ||||||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations | Condensed Consolidated |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 43,661 | $ | | $ | 501,330 | $ | | $ | 544,991 | ||||||||||
Accounts receivable, net |
298 | 309,132 | 441,490 | (475,754 | ) | 275,166 | ||||||||||||||
Inventories, net |
| 184,257 | 112,050 | (11,752 | ) | 284,555 | ||||||||||||||
Prepaid expenses and other current assets |
5,618 | 3,985 | 15,210 | | 24,813 | |||||||||||||||
Prepaid taxes |
24,868 | | 4,822 | | 29,690 | |||||||||||||||
Deferred tax assets |
5,974 | 24,938 | 6,034 | (420 | ) | 36,526 | ||||||||||||||
Assets held for sale |
| 48,939 | 4,951 | | 53,890 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
80,419 | 571,251 | 1,085,887 | (487,926 | ) | 1,249,631 | ||||||||||||||
Property, plant and equipment, net |
4,814 | 154,455 | 94,415 | | 253,684 | |||||||||||||||
Goodwill |
| 668,818 | 426,773 | | 1,095,591 | |||||||||||||||
Intangibles assets, net |
| 775,299 | 162,830 | | 938,129 | |||||||||||||||
Investments in affiliates |
5,028,619 | 1,067,840 | 20,189 | (6,114,979 | ) | 1,669 | ||||||||||||||
Deferred tax assets |
68,877 | | 2,206 | (70,808 | ) | 275 | ||||||||||||||
Other assets |
40,517 | 2,555,041 | 161,707 | (2,689,422 | ) | 67,843 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 5,223,246 | $ | 5,792,704 | $ | 1,954,007 | $ | (9,363,135 | ) | $ | 3,606,822 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Current borrowings |
$ | | $ | | $ | 4,700 | $ | | $ | 4,700 | ||||||||||
Accounts payable |
80,859 | 390,475 | 73,012 | (478,875 | ) | 65,471 | ||||||||||||||
Accrued expenses |
15,650 | 32,283 | 35,244 | | 83,177 | |||||||||||||||
Payroll and benefit-related liabilities |
27,847 | 7,389 | 23,685 | | 58,921 | |||||||||||||||
Derivative liabilities |
1,669 | | | | 1,669 | |||||||||||||||
Accrued interest |
9,149 | | 6 | | 9,155 | |||||||||||||||
Income taxes payable |
| | 12,911 | | 12,911 | |||||||||||||||
Current liability for uncertain tax positions |
| | 3,910 | | 3,910 | |||||||||||||||
Deferred tax liabilities |
| | 1,431 | (420 | ) | 1,011 | ||||||||||||||
Liabilities held for sale |
| 1,750 | (1 | ) | | 1,749 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
135,174 | 431,897 | 154,898 | (479,295 | ) | 242,674 | ||||||||||||||
Long-term borrowings |
959,945 | | | | 959,945 | |||||||||||||||
Deferred tax liabilities |
| 414,573 | 53,689 | (70,808 | ) | 397,454 | ||||||||||||||
Pension and other postretirement benefit liabilities |
133,478 | 34,383 | 14,600 | | 182,461 | |||||||||||||||
Noncurrent liability for uncertain tax positions |
13,869 | 17,602 | 28,755 | | 60,226 | |||||||||||||||
Other liabilities |
2,291,310 | 56,432 | 416,841 | (2,692,535 | ) | 72,048 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
3,533,776 | 954,887 | 668,783 | (3,242,638 | ) | 1,914,808 | ||||||||||||||
Total common shareholders equity |
1,689,470 | 4,837,817 | 1,282,680 | (6,120,497 | ) | 1,689,470 | ||||||||||||||
Noncontrolling interest |
| | 2,544 | | 2,544 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total equity |
1,689,470 | 4,837,817 | 1,285,224 | (6,120,497 | ) | 1,692,014 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
$ | 5,223,246 | $ | 5,792,704 | $ | 1,954,007 | $ | (9,363,135 | ) | $ | 3,606,822 | |||||||||
|
|
|
|
|
|
|
|
|
|
28
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
December 31, 2011 | ||||||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Eliminations | Condensed Consolidated |
||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||
ASSETS | ||||||||||||||||||||
Current assets |
||||||||||||||||||||
Cash and cash equivalents |
$ | 114,531 | $ | | $ | 469,557 | $ | | $ | 584,088 | ||||||||||
Accounts receivable, net |
269 | 304,813 | 464,834 | (483,690 | ) | 286,226 | ||||||||||||||
Inventories, net |
| 201,147 | 107,188 | (9,560 | ) | 298,775 | ||||||||||||||
Prepaid expenses and other current assets |
7,203 | 3,675 | 22,527 | | 33,405 | |||||||||||||||
Prepaid taxes |
24,006 | | 4,869 | (29 | ) | 28,846 | ||||||||||||||
Deferred tax assets |
8,659 | 26,886 | 5,883 | (414 | ) | 41,014 | ||||||||||||||
Assets held for sale |
| 2,738 | 5,164 | | 7,902 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current assets |
154,668 | 539,259 | 1,080,022 | (493,693 | ) | 1,280,256 | ||||||||||||||
Property, plant and equipment, net |
8,208 | 149,300 | 94,404 | | 251,912 | |||||||||||||||
Goodwill |
| 1,001,353 | 437,189 | | 1,438,542 | |||||||||||||||
Intangibles assets, net |
| 711,962 | 167,825 | | 879,787 | |||||||||||||||
Investments in affiliates |
5,244,275 | 922,208 | 20,327 | (6,184,802 | ) | 2,008 | ||||||||||||||
Deferred tax assets |
65,400 | | 2,387 | (67,509 | ) | 278 | ||||||||||||||
Other assets |
42,183 | 2,534,124 | 164,662 | (2,669,649 | ) | 71,320 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total assets |
$ | 5,514,734 | $ | 5,858,206 | $ | 1,966,816 | $ | (9,415,653 | ) | $ | 3,924,103 | |||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
LIABILITIES AND EQUITY | ||||||||||||||||||||
Current liabilities |
||||||||||||||||||||
Current borrowings |
$ | | $ | | $ | 4,986 | $ | | $ | 4,986 | ||||||||||
Accounts payable |
101,907 | 387,612 | 64,694 | (487,121 | ) | 67,092 | ||||||||||||||
Accrued expenses |
23,208 | 25,407 | 29,545 | | 78,160 | |||||||||||||||
Payroll and benefit-related liabilities |
24,031 | 13,867 | 26,488 | | 64,386 | |||||||||||||||
Derivative liabilities |
633 | | | | 633 | |||||||||||||||
Accrued interest |
10,948 | | 12 | | 10,960 | |||||||||||||||
Income taxes payable |
| | 21,113 | (29 | ) | 21,084 | ||||||||||||||
Current liability for uncertain tax positions |
| | 22,656 | | 22,656 | |||||||||||||||
Deferred tax liabilities |
| | 1,465 | (415 | ) | 1,050 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total current liabilities |
160,727 | 426,886 | 170,959 | (487,565 | ) | 271,007 | ||||||||||||||
Long-term borrowings |
954,809 | | | | 954,809 | |||||||||||||||
Deferred tax liabilities |
| 433,078 | 55,264 | (67,509 | ) | 420,833 | ||||||||||||||
Pension and other postretirement benefit liabilities |
145,533 | 34,034 | 15,417 | | 194,984 | |||||||||||||||
Noncurrent liability for uncertain tax positions |
12,678 | 18,437 | 30,573 | | 61,688 | |||||||||||||||
Other liabilities |
2,260,399 | 5,583 | 443,875 | (2,671,858 | ) | 37,999 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities |
3,534,146 | 918,018 | 716,088 | (3,226,932 | ) | 1,941,320 | ||||||||||||||
Total common shareholders equity |
1,980,588 | 4,940,188 | 1,248,533 | (6,188,721 | ) | 1,980,588 | ||||||||||||||
Noncontrolling interest |
| | 2,195 | | 2,195 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total equity |
1,980,588 | 4,940,188 | 1,250,728 | (6,188,721 | ) | 1,982,783 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total liabilities and equity |
$ | 5,514,734 | $ | 5,858,206 | $ | 1,966,816 | $ | (9,415,653 | ) | $ | 3,924,103 | |||||||||
|
|
|
|
|
|
|
|
|
|
29
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
Six Months Ended July 1, 2012 | ||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Condensed Consolidated |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations |
$ | (76,757 | ) | $ | 109,847 | $ | 56,148 | $ | 89,238 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Investing Activities of Continuing Operations: |
||||||||||||||||
Expenditures for property, plant and equipment |
(4,349 | ) | (15,700 | ) | (8,844 | ) | (28,893 | ) | ||||||||
Proceeds from sales of businesses and assets, net of cash sold |
| | 17,155 | 17,155 | ||||||||||||
Payments for businesses and intangibles acquired, net of cash acquired |
| (59,334 | ) | (3,293 | ) | (62,627 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash (used in) provided by investing activities from continuing operations |
(4,349 | ) | (75,034 | ) | 5,018 | (74,365 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Financing Activities of Continuing Operations: |
||||||||||||||||
Decrease in notes payable and current borrowings |
| (421 | ) | (286 | ) | (707 | ) | |||||||||
Proceeds from stock compensation plans |
4,091 | | | 4,091 | ||||||||||||
Dividends |
(27,756 | ) | | | (27,756 | ) | ||||||||||
Intercompany transactions |
43,376 | (33,555 | ) | (9,821 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities from continuing operations |
19,711 | (33,976 | ) | (10,107 | ) | (24,372 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Discontinued Operations: |
||||||||||||||||
Net cash (used in) provided by operating activities |
(9,475 | ) | 1,284 | | (8,191 | ) | ||||||||||
Net cash used in investing activities |
| (2,121 | ) | | (2,121 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash used in discontinued operations |
(9,475 | ) | (837 | ) | | (10,312 | ) | |||||||||
|
|
|
|
|
|
|
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents |
| | (19,286 | ) | (19,286 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net (decrease) increase in cash and cash equivalents |
(70,870 | ) | | 31,773 | (39,097 | ) | ||||||||||
Cash and cash equivalents at the beginning of the period |
114,531 | | 469,557 | 584,088 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at the end of the period |
$ | 43,661 | $ | | $ | 501,330 | $ | 544,991 | ||||||||
|
|
|
|
|
|
|
|
30
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Six Months Ended June 26, 2011 | ||||||||||||||||
Parent Company |
Guarantor Subsidiaries |
Non-Guarantor Subsidiaries |
Condensed Consolidated |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Net cash (used in) provided by operating activities from continuing operations |
$ | (78,062 | ) | $ | 78,432 | $ | 37,403 | $ | 37,773 | |||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Investing Activities of Continuing Operations: |
||||||||||||||||
Expenditures for property, plant and equipment |
(154 | ) | (9,982 | ) | (4,996 | ) | (15,132 | ) | ||||||||
Proceeds from sales of businesses and assets, net of cash sold |
| 62,044 | 38,872 | 100,916 | ||||||||||||
Payments for businesses and intangibles acquired, net of cash acquired |
| (30,570 | ) | | (30,570 | ) | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash (used in) provided by investing activities from continuing operations |
(154 | ) | 21,492 | 33,876 | 55,214 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Financing Activities of Continuing Operations: |
||||||||||||||||
Proceeds from long-term borrowings |
515,000 | | | 515,000 | ||||||||||||
Repayment in long-term borrowings |
(455,800 | ) | | | (455,800 | ) | ||||||||||
Debt and equity issuance and amendment costs |
(19,058 | ) | | | (19,058 | ) | ||||||||||
Proceeds from stock compensation plans |
30,577 | | | 30,577 | ||||||||||||
Dividends |
(27,438 | ) | | | (27,438 | ) | ||||||||||
Intercompany transactions |
192,478 | (103,847 | ) | (88,631 | ) | | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash provided by (used in) financing activities from continuing operations |
235,759 | (103,847 | ) | (88,631 | ) | 43,281 | ||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash Flows from Discontinued Operations: |
||||||||||||||||
Net cash (used in) provided by operating activities |
(3,199 | ) | 4,068 | 12,282 | 13,151 | |||||||||||
Net cash used in investing activities |
(3 | ) | (145 | ) | (1,238 | ) | (1,386 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Net cash (used in) provided by discontinued operations |
(3,202 | ) | 3,923 | 11,044 | 11,765 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Effect of exchange rate changes on cash and cash equivalents |
| | 9,324 | 9,324 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Net increase in cash and cash equivalents |
154,341 | | 3,016 | 157,357 | ||||||||||||
Cash and cash equivalents at the beginning of the period |
22,632 | | 185,820 | 208,452 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Cash and cash equivalents at the end of the period |
$ | 176,973 | $ | | $ | 188,836 | $ | 365,809 | ||||||||
|
|
|
|
|
|
|
|
Note 16Divestiture-related activities
When dispositions occur in the normal course of business, gains or losses on the sale of such businesses or assets are recognized in the income statement line item Gain on sales of businesses and assets. During the second quarter of 2012, the Company sold a building, with a net book value of zero, that had been classified as an asset held for sale and realized a gain of approximately $0.3 million.
31
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Discontinued Operations
On July 18, 2012, the Company announced that it has entered into a definitive agreement to sell the orthopedic business of its OEM Segment to Tecomet for $45.2 million. The transaction is subject to certain regulatory approvals and other customary closing conditions and is expected to close by the end of the third quarter of 2012. The current and prior period income statements and cash flows have been revised to present the orthopedic business as discontinued operations. The July 1, 2012 balance sheet contains the net assets and net liabilities of the orthopedic business, net of assets and liabilities retained by the Company, in the assets and liabilities held for sale. The December 31, 2011 balance sheet has not been changed.
Additionally, the Company has recorded $1.2 million and $0.2 million of expense during the three and six months ended July 1, 2012, respectively, associated with retained liabilities related to businesses that have been divested.
On December 2, 2011, the Company completed the sale of its business units that design, engineer and manufacture air cargo systems and air cargo containers and pallets to a subsidiary of AAR CORP for $280.0 million in cash and realized a gain of $126.8 million, net of tax, from the sale. In the second quarter of 2012, the Company received an additional $16.8 million in proceeds as a working capital adjustment pursuant to the terms of the agreement related to the sale of the business, which resulted in recognizing an additional gain on sale of $2.2 million, net of tax. These business units represented the sole remaining businesses in the Companys former Aerospace Segment.
On March 22, 2011, the Company completed the sale of its marine business to an affiliate of H.I.G. Capital, LLC for consideration of $123.1 million (consisting of $103.1 million in cash, plus a subordinated promissory note in the amount of $4.5 million and the assumption by the buyer of approximately $15.5 million in liabilities related to the marine business). Net assets transferred to the buyer in the sale included $1.5 million of cash, resulting in net cash proceeds to the Company of $101.6 million. The Company realized a gain of $57.3 million, net of tax benefits, from the sale of the business. As a result of the disposition, the Company realized accumulated losses from pension and postretirement obligations of approximately $8.4 million and cumulative translation gains of approximately $33.4 million as part of the gain on sale, resulting in a net change of approximately $25.0 million in accumulated other comprehensive income. The marine business consisted of the Companys businesses that were engaged in the design, manufacture and distribution of steering and throttle controls and engine and drive assemblies for the recreational marine market, heaters for commercial vehicles and burner units for military field feeding appliances. The marine business represented the sole remaining business in the Companys former Commercial Segment.
32
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
The following table presents the operating results of the operations that have been treated as discontinued operations for the periods presented:
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in thousands) | ||||||||||||||||
Net revenues |
$ | 6,637 | $ | 63,417 | $ | 13,827 | $ | 158,893 | ||||||||
Costs and other expenses |
7,250 | 62,506 | 13,511 | 150,045 | ||||||||||||
Goodwill impairment(1) |
9,700 | | 9,700 | | ||||||||||||
Gain (loss) on disposition(2) |
2,264 | (4,504 | ) | 2,264 | 52,269 | |||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from discontinued operations before income taxes |
(8,049 | ) | (3,593 | ) | (7,120 | ) | 61,117 | |||||||||
Provision for income taxes(3) |
(3,682 | ) | (6,982 | ) | (3,358 | ) | (6,966 | ) | ||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from discontinued operations |
(4,367 | ) | 3,389 | (3,762 | ) | 68,083 | ||||||||||
Less: Income from discontinued operations attributable to noncontrolling interest |
| 159 | | 318 | ||||||||||||
|
|
|
|
|
|
|
|
|||||||||
Income (loss) from discontinued operations attributable to common shareholders |
$ | (4,367 | ) | $ | 3,230 | $ | (3,762 | ) | $ | 67,765 | ||||||
|
|
|
|
|
|
|
|
(1) | During the second quarter of 2012, the Company recognized a non-cash goodwill impairment charge of $9.7 million to adjust the carrying value of the orthopedic business to its estimated fair value. |
(2) | The $2.3 million pre-tax gain on disposition in 2012 reflects the gain recognized on the working capital adjustment in the second quarter related to the sale of the cargo systems and cargo container businesses. |
(3) | The provision for income taxes for the three and six months ended July 1, 2012 was impacted favorably by the realization of a tax benefit on impairment of goodwill. The provision for income taxes for the three months ended June 26, 2011 was impacted favorably by the realization of net tax benefits resulting from the resolution (including the expiration of statutes of limitation) of U.S. federal, state, and foreign tax matters relating to prior years. In addition, the provision for income taxes for the six months ended June 26, 2011 was further impacted favorably because taxes on the sale of the marine business were incurred at a rate that was significantly lower than the statutory tax rate. |
33
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS(Continued)
Assets and Liabilities Held for Sale
The table below provides information regarding assets and liabilities held for sale at July 1, 2012 and December 31, 2011. At July 1, 2012, the assets and liabilities held for sale included the Companys orthopedic business and three buildings. These assets and liabilities are classified as current within the consolidated balance sheets as the Company expects these businesses to be sold within 12 months of July 1, 2012.
July 1, 2012 | December 31, 2011 | |||||||
(Dollars in thousands) | ||||||||
Assets held for sale: |
||||||||
Accounts receivable, net |
$ | 2,471 | $ | | ||||
Inventories, net |
7,514 | | ||||||
Other current assets |
41 | | ||||||
Property, plant and equipment, net |
17,050 | 7,902 | ||||||
Goodwill |
18,476 | | ||||||
Intangible assets, net |
8,338 | | ||||||
|
|
|
|
|||||
Total assets held for sale |
$ | 53,890 | $ | 7,902 | ||||
|
|
|
|
|||||
Liabilities held for sale: |
||||||||
Current liabilities |
$ | 1,749 | $ | | ||||
|
|
|
|
|||||
Total liabilities held for sale |
$ | 1,749 | $ | | ||||
|
|
|
|
34
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
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 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, uncertainties and assumptions which are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or implied by these forward-looking statements due to a number of factors, including changes in business relationships with major customers or suppliers; demand for and market acceptance of new and existing products; our ability to integrate acquired businesses into our operations, realize planned synergies and operate such businesses profitably in accordance with expectations; our ability to effectively execute our restructuring programs; competitive market conditions and resulting effects on revenues and pricing; increases in raw material costs that cannot be recovered in product pricing; and global economic factors, including currency exchange rates and interest rates; difficulties entering new markets; and general economic conditions. For a further discussion of the risks relating to our business, see Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2011. We expressly disclaim any obligation to update these forward-looking statements, except as otherwise specifically stated by us or as required by law or regulation.
Overview
Teleflex is a global provider of medical technology products that enhance clinical benefits, improve patient and provider safety and reduce 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 sell our products to hospitals and healthcare providers in more than 130 countries 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 categorize our products into four groups: Critical Care, Surgical Care, Cardiac Care and Original Equipment Manufacturer and Development Services (OEM). Critical Care, representing our largest product group, includes medical devices used in vascular access, anesthesia, urology and respiratory care applications; Surgical Care includes surgical instruments and devices; and Cardiac Care includes cardiac assist devices and equipment. OEM designs and manufactures instruments and devices for other medical device manufacturers.
Over the past several years we have focused on transitioning into a pure-play medical technology company through an extensive acquisition and divestiture program. We significantly changed the composition of our portfolio of businesses, expanding our presence in the medical technology industry, while divesting all of our businesses serving the aerospace and commercial markets, including the sale of our cargo systems and container businesses, a part of our former Aerospace Segment, on December 2, 2011 and the sale of our marine business, a part of our former Commercial Segment, on March 22, 2011. The cargo systems, cargo container and marine businesses are classified as discontinued operations in our 2011 condensed consolidated financial statements incorporated by reference herein.
We are focused on achieving consistent, sustainable and profitable growth by increasing our market share and improving our operating efficiencies through:
| the development of new products and product line extensions; |
| the investment in new technologies and broadening their applications; |
35
| the expansion of the use of existing products in existing markets, as well as in new geographic markets; |
| leveraging our direct sales force and distribution network with new products, manufacturing and distribution facility rationalization and achieving economies of scale as we continue to expand; and |
| the potential broadening of our product portfolio through select acquisitions, licensing arrangements and partnerships that enhance, extend or expedite our development initiatives or our ability to increase our market share. |
During the second quarter of 2012, we completed four late-stage, innovative technology acquisitions to help position us for future growth. We also entered into an agreement to divest the orthopedics business line of our OEM Segment. See Note 3 to the condensed consolidated financial statements included in this report for a discussion of the acquisitions and see Note 16 to the condensed consolidated financial statements included in this report for a discussion of the disposition.
Our research and development initiatives focus on developing new, innovative products for existing and new therapeutic applications as well as enhancements to, and line extensions of, existing products. Our portfolio of existing products and pipeline of potential new products consist primarily of Class I and Class II devices, which require 510(k) clearance by the FDA for sale in the United States. We believe the 510(k) clearance reduces our research and development costs and risks, and typically results in a shorter timetable for new product introductions as compared to premarket approval, or PMA, process that would be required for Class III devices.
Change in Reporting Segments and Business Unit Structure
Effective January 1, 2012, we changed our segment reporting from a single reportable segment to four reportable segments. Three of the four reportable segments are geographically based and are presented as North America, EMEA (representing our operations in Europe, the Middle East and Africa) and AJLA (representing our Asian and Latin American operations). The fourth reportable segment is comprised of our OEM business. See Note 14 to the condensed consolidated financial statements included in this report for a discussion of the segments. In addition, in the first quarter of 2012, we changed the number of our reporting units. In 2011, we had six reporting units comprised of North America, EMEA, OEM, Japan, Asia Pacific and Latin America. In 2012, in addition to establishing a new North America segment, we established five reporting units in that segment: Vascular, Anesthesia/Respiratory, Cardiac, Surgical and Specialty. Due to the change in the reporting unit structure in North America, we were required to conduct a goodwill impairment test with respect to each of the North American reporting units in the first quarter of 2012, and determined that the goodwill of three of the reporting units was impaired. As a result, we recorded a goodwill impairment charge of $332 million in the first quarter of 2012. See Note 5 to the condensed consolidated financial statements included in this report for a discussion of the goodwill impairment.
Health Care Reform
On March 23, 2010 the Patient Protection and Affordable Care Act was signed into law. This legislation will have a significant impact on our business. For medical device companies such as Teleflex, the expansion of medical insurance coverage should lead to greater utilization of the products we manufacture, but this legislation also contains provisions designed to contain the cost of healthcare, which could negatively affect pricing of our products. In addition, commencing in 2013, the legislation imposes a 2.3% excise tax on sales of medical devices. We continue to prepare for the implementation of this tax and to evaluate its potential impact on our business in light of several uncertainties regarding its application. As we further prepare for implementation and as the taxing authorities clarify aspects of the application of the tax relevant to us, we will be in a better position to ascertain its impact on our business. We currently estimate the impact of the medical device excise tax will be approximately $15 million annually, beginning in 2013.
Results of Operations
Discussion of constant currency excludes the impact of translating the results of international subsidiaries at different currency exchange rates from year to year.
36
Net Revenues
Information regarding net revenues by product group is provided in the following table.
Three Months Ended | % Increase/ (Decrease) | |||||||||||||||||||
July 1, 2012 |
June 26, 2011 |
Constant Currency(1) |
Foreign Currency |
Total Change |
||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Critical Care |
$ | 254.1 | $ | 253.6 | 4.4 | (4.2 | ) | 0.2 | ||||||||||||
Surgical Care |
72.5 | 72.9 | 3.8 | (4.3 | ) | (0.5 | ) | |||||||||||||
Cardiac Care |
20.5 | 22.1 | (2.3 | ) | (5.3 | ) | (7.6 | ) | ||||||||||||
OEM |
36.0 | 32.2 | 13.6 | (1.9 | ) | 11.7 | ||||||||||||||
Other |
0.2 | 0.4 | 19.7 | (7.8 | ) | 11.9 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenues |
$ | 383.3 | $ | 381.2 | 4.7 | (4.1 | ) | 0.6 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
Six Months Ended | % Increase/ (Decrease) | |||||||||||||||||||
July 1, 2012 |
June 26, 2011 |
Constant Currency(1) |
Foreign Currency |
Total Change |
||||||||||||||||
(Dollars in millions) | ||||||||||||||||||||
Critical Care |
$ | 510.3 | $ | 490.7 | 6.8 | (2.8 | ) | 4.0 | ||||||||||||
Surgical Care |
145.2 | 137.9 | 8.2 | (2.9 | ) | 5.3 | ||||||||||||||
Cardiac Care |
40.5 | 39.8 | 5.5 | (3.9 | ) | 1.6 | ||||||||||||||
OEM |
67.7 | 57.6 | 18.9 | (1.4 | ) | 17.5 | ||||||||||||||
Other |
0.2 | 0.7 | (53.5 | ) | (4.8 | ) | (58.3 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total net revenues |
$ | 763.9 | $ | 726.7 | 7.9 | (2.8 | ) | 5.1 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
(1) | Constant currency is a non-GAAP financial measure that measures the change in net revenues between current and prior year periods by excluding the impact of translating the results of international subsidiaries at different currency exchange rates from period to period. The constant currency rate is calculated by translating the prior years local currency net revenues by the current years foreign currency exchange rates. Management believes this measure is useful to investors because it eliminates items that do not reflect our day-to-day operations. In addition, management uses this financial measure for internal managerial purposes, when publicly providing guidance on possible future results, and to assist in our evaluation of period-to-period comparisons. This financial measure may not be comparable to similarly titled measures used by other companies and is presented in addition to results presented in accordance with GAAP and should not be relied upon as a substitute for GAAP financial measures. |
Net revenues for the three months ending July 1, 2012 increased 0.6% to $383.3 million from $381.2 million for the three months ending June 26, 2011. The increase in net revenues was largely due to higher volume ($9.2 million), reflecting core growth, mostly in AJLA, OEM and EMEA, price increases (approximately $5.1 million) across all segments and new products (approximately $3.5 million) in North America, EMEA and OEM. These increases were largely offset by a $15.7 million unfavorable impact of foreign currency exchange rates in 2012. Net revenues for the six months ending July 1, 2012 increased 5.1% to $763.9 million from $726.7 million for the six months ending June 26, 2011. The $37.2 million increase in net revenues was largely due to higher volume (approximately $41.5 million), which benefited from six additional days in the 2012 fiscal period compared to 2011 and core growth in all segments, price increases (approximately $9.2 million) across all segments and new products (approximately $7.0 million) in North America, EMEA and OEM. These increases were partly offset by a $20.5 million unfavorable impact of foreign currency exchange rates in 2012.
Critical Care net revenues for the three months ending July 1, 2012 were $254.1 million, an increase of 0.2% over the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 4.4% over the corresponding prior year period. The increase in net revenues was due to
37
higher sales of anesthesia, vascular access and urology products. Critical Care net revenues for the six month period ending July 1, 2012 were $510.3 million, an increase of 4.0% over the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 6.8% over the corresponding prior year period. The increase in net revenues was due to higher sales of vascular access, anesthesia, urology and respiratory products.
Surgical Care net revenues for the three months ending July 1, 2012 were $72.5 million, a decrease of 0.5% compared to the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 3.8% over the corresponding prior year period. The increase in net revenues was due to higher sales of ligation and closure products, partly offset by a decline in sales of general surgical instruments and chest drainage products. Surgical Care net revenues for the six month period ending July 1, 2012 were $145.2 million, an increase of 5.3% over the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 8.2% over the corresponding prior year period. The increase in net revenues was due to higher sales of ligation, general surgical instruments and closure products.
Cardiac Care net revenues for the three months ending July 1, 2012 were $20.5 million, a decrease of 7.6% compared to the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues decreased 2.3% compared to the corresponding prior year period. The decrease in net revenues was due to lower sales of intra-aortic balloon pumps and catheters. Cardiac Care net revenues for the six months ending July 1, 2012 were $40.5 million, a 1.6% increase over the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 5.5% over the corresponding prior year period. The increase in net revenues was due to higher sales of intra-aortic pumps and catheters.
OEM net revenues for the three months ending July 1, 2012 were $36.0 million, an increase of 11.7% compared to the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 13.6% over the corresponding prior year period. The increase in net revenues was due to higher sales of specialty suture and catheter fabrication products. OEM net revenues for the six months ending July 1, 2012 were $67.7 million, an increase of 17.5% over the corresponding prior year period. Excluding the impact of foreign currency exchange rates, net revenues increased 18.9% over the corresponding prior year period. The increase in net revenues was due to higher sales of specialty suture and catheter fabrication products.
Gross profit
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in millions) | ||||||||||||||||
Gross profit |
$ | 184.4 | $ | 181.4 | $ | 368.5 | $ | 343.4 | ||||||||
Percentage of sales |
48.1 | % | 47.6 | % | 48.2 | % | 47.3 | % |
For the three and six month periods ending July 1, 2012, gross profit as a percentage of revenues increased 0.5% and 0.9%, respectively, compared to the corresponding periods of 2011, primarily due to price increases in all segments and lower manufacturing costs in North America and EMEA, partly offset by the unfavorable impact of foreign currency exchange rates, inventory write-offs for excess and slow moving product and damaged product in AJLA (approximately $2.8 million and $4.9 million for the three and six months ending July 1, 2012, respectively).
Selling, general and administrative
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in millions) | ||||||||||||||||
Selling, general and administrative |
$ | 106.0 | $ | 109.8 | $ | 218.1 | $ | 211.5 | ||||||||
Percentage of sales |
27.6 | % | 28.8 | % | 28.5 | % | 29.1 | % |
38
Selling, general and administrative expenses as a percentage of revenues for the three months ending July 1, 2012, decreased 1.2% compared to the corresponding period in 2011, due to a favorable impact from lower foreign currency exchange rates (approximately $6.3 million). In addition, selling, general and administrative expenses in 2011 included increases in litigation reserves of approximately $1.7 million and an increase in the valuation allowance against the zero coupon Greek government bonds (approximately $1.0 million) (the Greek Bonds) that we previously held. The comparative decreases in selling, general and administrative expenses as a percentage of revenues in the 2012 period were partly offset by increased sales and marketing costs (approximately $1.3 million), primarily in North America, EMEA and AJLA due to the higher sales volumes and support of new products, and higher general and administrative costs (approximately $1.1 million) across all segments. Selling, general and administrative expenses as a percentage of revenues for the six months ending July 1, 2012, decreased 0.6% compared to the corresponding period in 2011 due to a favorable impact from lower foreign currency exchange rates (approximately $6.6 million). In addition, selling, general and administrative expenses in 2011 included approximately $2.0 million of net separation costs for our former CEO (comprised of $5 million of payments under his employment agreement, less approximately $3 million of stock option and restricted share forfeitures), an increase in the valuation allowance against the Greek Bonds (approximately $1.2 million); the Greek Bonds were fully reserved at December 31, 2011, partly offset by increased sales and marketing costs (approximately $7.5 million), primarily in North America, EMEA and AJLA due to the higher sales volumes and support of new products, and higher general and administrative costs (approximately $5.7 million) across all segments.
Research and development
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
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(Dollars in millions) | ||||||||||||||||
Research and development |
$ | 13.7 | $ | 12.5 | $ | 25.3 | $ | 23.5 | ||||||||
Percentage of sales |
3.6 | % | 3.3 | % | 3.3 | % | 3.2 | % |
The increase in research and development expenses for the three and six month periods ending July 1, 2012, compared to the corresponding periods of 2011, principally reflects increased investments related to vascular products in North America and new technologies obtained in the second quarter of 2012 through acquisitions.
Interest expense
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
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(Dollars in millions) | ||||||||||||||||
Interest expense |
$ | 18.2 | $ | 15.8 | $ | 36.5 | $ | 31.9 | ||||||||
Average interest rate on debt |
4.1 | % | 5.0 | % | 4.2 | % | 5.1 | % |
The increase in interest expense for the three and six month periods ending July 1, 2012, compared to the corresponding periods of 2011, reflects higher average outstanding debt of approximately $68 million and $46 million, respectively, partly offset by lower average interest rates on debt.
Loss on extinguishments of debt
During the six months ended June 26, 2011, we recorded losses on the extinguishment of debt of $15.4 million as a result of the prepayment, in the first quarter of 2011, of our Senior Notes issued in 2004 (the 2004 Notes) and our repayment, in the second quarter of 2011, of $125 million in term loan borrowings under our senior credit facility. In connection with the prepayment of our 2004 Notes, we recognized debt extinguishment costs of approximately $14.6 million relating to the prepayment make-whole amount of $13.9 million payable
39
to the holders of the 2004 Notes and the write-off of $0.7 million of unamortized debt issuance costs incurred prior to the prepayment of the 2004 Notes. During the second quarter of 2011, we recorded a $0.8 million write-off of unamortized debt issuance costs as a loss on extinguishment of debt in connection with the $125 million repayment of the term loan borrowing.
Taxes on income from continuing operations
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
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Effective income tax rate |
(0.6 | )% | 21.3 | % | 1.8 | % | 22.6 | % |
The effective income tax rate for the three months and six months ended July 1, 2012 was (0.6)% and 1.8% , respectively, compared to 21.3% and 22.6% for the three months and six months ended June 26, 2011, respectively. The decrease in the effective tax rate for the three months ended July 1, 2012 is primarily due to (i) a $7.7 million tax benefit on the settlement of foreign tax audits and (ii) an approximate $5.0 million reduction in deferred tax liability resulting from a reduction in tax expense associated with potential future repatriation of non-permanently reinvested foreign earnings. In addition to the aforementioned items, the decrease in the effective tax rate for the six months ended July 1, 2012 was also impacted by a goodwill impairment charge recorded in the first quarter of 2012 for which only $45 million was tax deductible. Accordingly, the reduction in the tax rate for the six months ended July 1, 2012 reflects our inability to realize the full benefit of this charge.
Restructuring and other impairment charges
Three Months Ended | Six Months Ended | |||||||||||||||
July 1, 2012 |
June 26, 2011 |
July 1, 2012 |
June 26, 2011 |
|||||||||||||
(Dollars in millions) | ||||||||||||||||
Restructuring and other impairment charges |
$ | 0.3 | $ | 3.2 | $ | (1.0 | ) | $ | 3.8 |
During the six months ended July 1, 2012, we reversed approximately $2.0 million of contract termination costs related to a settlement of a dispute involving the termination of a European distributor agreement that was established in connection with our acquisition of Arrow in 2007. This reversal was partly offset by $1.0 million of additional termination benefit costs, facility closure costs and contract termination costs primarily related to restructuring activities initiated at the beginning of 2012.
For additional information regarding our restructuring programs, see Note 4 to our condensed consolidated financial statements included in this report.
Segment Reviews
Three Months Ended | Six Months Ended | |||||||||||||||||||||||
July 1, 2012 |
June 26, 2011 |
% Increase/ (Decrease) |
July 1, 2012 |
June 26, 2011 |
% Increase/ (Decrease) |
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(Dollars in millions) | ||||||||||||||||||||||||
North America |
$ | 160.3 | $ | 156.5 | 2.5 | $ | 327.6 | $ | 309.2 | 6.0 | ||||||||||||||
EMEA |
126.9 | 137.8 | (7.9 | ) | 261.5 | 263.2 | (0.6 | ) | ||||||||||||||||
AJLA |
60.1 | 54.7 | 9.9 | 107.1 | 96.7 | 10.7 | ||||||||||||||||||
OEM |
36.0 | 32.2 | 11.7 | 67.7 | 57.6 | 17.5 | ||||||||||||||||||
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Segment net revenues |
$ | 383.3 | $ | 381.2 | 0.6 | $ | 763.9 | $ | 726.7 | 5.1 | ||||||||||||||
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North America |
$ | 21.5 | $ | 17.3 | 23.9 | $ | 44.1 | $ | 37.5 | 17.6 | ||||||||||||||
EMEA |
19.9 | 18.3 | 9.0 | 41.4 | 35.1 | 18.0 | ||||||||||||||||||
AJLA |
15.0 | 17.3 | (12.9 | ) | 26.2 | 27.0 | (3.0 | ) | ||||||||||||||||
OEM |
8.3 | 6.2 | 33.9 | 13.4 | 8.8 | 52.8 | ||||||||||||||||||
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Segment operating profit(1) |
$ | 64.7 | $ | 59.1 | 9.5 | $ | 125.1 | $ | 108.4 | 15.4 | ||||||||||||||
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(1) | See Note 14 of our condensed consolidated financial statements included in this report for a reconciliation of segment operating profit to income from continuing operations before interest, loss on extinguishments of debt and taxes. |
The following is a discussion of our segment operating results.
Comparison of the three months and six months ended July 1, 2012 and June 26, 2011
North America
North America net revenues for the three months ending July 1, 2012, increased 2.5% compared to the corresponding period in 2011. The increase was due to price increases, primarily in Surgical and Vascular, new product sales, primarily in Vascular, and higher volume, primarily in Anesthesia/Respiratory. North America net revenues for the six months ending July 1, 2012, increased 6.0% compared to the corresponding period in 2011. The increase was due to higher volume of approximately $13.2 million, which benefited from six additional days in the 2012 fiscal period compared to 2011, price increases, primarily in Surgical and Vascular, and new product sales, primarily in Vascular and Anesthesia/Respiratory.
North America segment operating profit for the three and six month periods ending July 1, 2012 increased 23.9% and 17.6%, respectively, compared to the corresponding periods in 2011. The increase reflects the favorable impact of higher net revenues and lower manufacturing costs. These increases were partly offset by higher sales and marketing expenses, increased research and development costs and higher general and administrative expenses, primarily in support of new products and the technologies obtained in the second quarter of 2012 through acquisitions.
EMEA
EMEA net revenues for the three months ending July 1, 2012, decreased 7.9% compared to the corresponding period in 2011. The decrease reflects the unfavorable impact of lower foreign currency exchange rates (approximately $14.0 million), partly offset by higher volumes, new products and price increases. EMEA net revenues for the six months ending July 1, 2012 decreased 0.6% compared to the corresponding period in 2011. The decrease reflects the unfavorable impact of lower foreign currency exchange rates (approximately $18.6 million). The foreign currency exchange rate impact was largely offset by higher volume of approximately $14.4 million, which benefited from six additional days in the 2012 fiscal period compared to 2011, new product sales and price increases.
EMEA segment operating profit for the three and six month periods ending July 1, 2012, increased 9.0% and 18.0%, respectively, compared to the corresponding periods in 2011. The increase reflects the benefit of price increases and lower manufacturing costs. In addition, EMEA segment operating profit in 2011 included an increase in the valuation allowance against the Greek Bonds; the Greek Bonds were fully reserved at December 31, 2011. The comparative increase in segment operating profit in 2012 was partly offset by the unfavorable impact of lower foreign currency exchange rates and higher sales and marketing costs related to the higher volumes and new products.
AJLA
AJLA net revenues for the three months ending July 1, 2012, increased 9.9% compared to the corresponding period in 2011. The increase was due to higher volume, mostly due to sales growth in the Asia Pacific region, particularly in China, and price increases, partly offset by the unfavorable impact of foreign currency exchange rates. AJLA net revenues for the six months ending July 1, 2012, increased 10.7% compared to the corresponding period in 2011. The increase was due to higher volume of approximately $8.4 million, mostly due to sales growth in the Asia Pacific region, particularly in China, and six additional days in the 2012 fiscal period compared to 2011, and price increases, partly offset by the unfavorable impact of foreign currency exchange rates.
41
AJLA segment operating profit for the three and six month periods ending July 1, 2012, decreased 12.9% and 3.0%, respectively, compared to the corresponding periods in 2011. The decrease reflects inventory write-offs for excess, slow moving and damaged product (approximately $2.8 million and $4.9 million in the three and six months ending July 1, 2012, respectively), higher operating expenses associated with the expansion of the sales force in China to support the revenue growth and the unfavorable impact of foreign currency exchange rates.
OEM
OEM net revenues for the three months ending July 1, 2012, increased 11.7% compared to the corresponding period in 2011. The increase was due to higher volume, price increases and new products. OEM net revenues for the six months ending July 1, 2012, increased 17.5% compared to the corresponding period in 2011. The increase was due to higher volume of approximately $6.8 million, which benefited from core growth and six additional days in the 2012 fiscal period compared to 2011, price increases and new products.
OEM segment operating profit for the three months ending July 1, 2012, increased 33.9% compared to the corresponding period in 2011. The increase reflects the higher net revenues, partly offset by higher manufacturing costs. OEM segment operating profit for the six months ending July 1, 2012, increased 52.8% compared to the corresponding period in 2011. The increase reflects the higher net revenues and lower manufacturing costs, partly offset by higher general and administrative costs.
Liquidity and Capital Resources
Cash Flows
Operating activities from continuing operations provided net cash of approximately $89.2 million during the first six months of 2012 compared to $37.8 million during the first six months of 2011. The $51.4 million increase is primarily due to favorable year-over-year changes in working capital items, primarily accounts receivable (favorable year-over-year by $23.7 million), inventory (favorable year-over-year by $20.8 million) and prepaid expenses and other current assets (favorable year-over-year by $12.2 million). The year-over-year improvement in working capital from accounts receivable reflects a significant collection of receivables from the Spanish government (approximately $17.5 million) during the second quarter of 2012, largely offset by higher net revenues in 2012 in North America and EMEA. The comparatively unfavorable change in accounts receivable in 2011 reflected the effect of the termination of a factoring agreement in Italy (approximately $19.2 million). The year-over-year improvement in working capital from inventories reflects a lower build-up of inventory and inventory write-offs for excess, slow moving and damaged product in AJLA in 2012. In contrast, 2011 increases in inventory reflected a planned worldwide build-up of inventory (approximately $11.8 million) to improve service levels by accelerating fulfillment of customer orders. The year-over-year improvement in working capital from prepaid expenses and other current assets primarily reflects the collection of outstanding VAT claims in 2012; these claims were accrued in 2011. These favorable year-over-year comparisons were partly offset by a $7.7 million non-cash adjustment to income taxes receivable and payable, net in settlement of foreign tax audits in 2012 and a reduction in deferred tax liability associated with potential future repatriation of non-permanently reinvested foreign earnings in 2012.
We currently do not foresee any difficulties in meeting our cash requirements or accessing credit as needed in the next twelve months. To date, we have not experienced an inordinate amount of payment defaults by our customers, and we have sufficient lending commitments in place to enable us to fund our anticipated additional operating needs. However, in light of the ongoing volatility in the domestic and global financial markets, we continue to monitor our credit risk related to countries affected by the sovereign debt issues in Europe, particularly Italy, Spain, Portugal and Greece. As of July 1, 2012, our net receivables from publicly funded hospitals in these countries were $74.4 million compared to $59.3 million as of June 26, 2011. For the six month periods ending July 1, 2012 and June 26, 2011, net revenues from Italy, Spain, Portugal and Greece were approximately 9% and 10%, respectively, of our total net revenues. As of July 1, 2012 and December 31, 2011,
42
net trade receivables from these countries were approximately 39% and 38%, respectively, of our consolidated accounts receivable, net. If global economic conditions deteriorate, we may experience delays in customer payments and reductions in customer purchases. Moreover, we may incur higher credit losses related to the public hospital systems in these countries, which could have a material adverse effect on our results of operations and cash flows during the remainder of 2012 and in future years.
Net cash used in investing activities from continuing operations was $74.4 million during the first six months of 2012 reflecting payments for businesses acquired of $62.6 million and capital expenditures of $28.9 million, partly offset by the proceeds from sales of businesses and assets of $17.1 million. The payments for businesses acquired include $7 million for contingent consideration payments related to our acquisitions of VasoNova, Inc. (VasoNova) and Axiom Technology Partners LLC. The proceeds from sales of businesses and assets includes $16.8 million that we received as a working capital adjustment pursuant to the terms of the agreement related to the sale of the cargo systems and container businesses of our former Aerospace Segment, and proceeds of $0.3 million from the sale of a building that was included in our assets held for sale at a zero net book value. During the first six months of 2011, investing activities from continuing operations provided net cash of $55.2 million. In 2011, we received net cash proceeds of approximately $101.6 million from the sale of our marine business, partly offset by our acquisition of VasoNova for $30.6 million and capital expenditures of $15.1 million. The $30.6 million paid for the acquisition of VasoNova included the initial payment of $25 million plus a $6 million contingent payment made to the former VasoNova security holders upon receiving 510(k) clearance from the U.S. Food and Drug Administration related to a VasoNova product, less a hold back fee and cash in the business obtained in the acquisition. The increase in capital expenditures reflects plant expansion activities in OEM and increased investments in information technology systems.
We completed four acquisitions during the second quarter of 2012, consisting of two asset purchases and two stock purchases. The aggregate initial consideration we paid in connection with these acquisitions was approximately $55.8 million. As a result of these acquisitions, we acquired net assets of approximately $111.9 million, which included intangibles for technology, in-process research and development and goodwill of approximately $121.6 million. In addition, we recorded liabilities for contingent consideration arrangements related to each of the businesses acquired of approximately $56.1 million (see Note 3 to the condensed consolidated financial statements included in this report for a discussion of the acquisitions).
Net cash used in financing activities from continuing operations was $24.4 million in the first six months of 2012, primarily due to dividend payments of $27.8 million, compared to net cash provided by financing activities from continuing operations of $43.3 million in 2011. In 2011, we received proceeds from borrowings of $515 million, including the issuance of $250.0 million of 6.875% Senior Subordinated Notes. This additional indebtedness was partially offset by repayments of outstanding debt totaling $455.8 million, including the prepayment of the 2004 Notes totaling $165.8 million and the repayment of $125.0 million under our senior credit facility. We incurred debt extinguishment costs of $19.1 million associated with repayments of these amounts (including the related make whole amounts paid to the holders of the 2004 Notes and related fees). We also made dividend payments of $27.4 million and recognized proceeds of $30.6 million from the exercise of outstanding stock options issued under our stock compensation plans.
Stock Repurchase Program
In 2007, our Board of Directors authorized the repurchase of up to $300 million of our outstanding common stock. Repurchases of our stock under the Board authorization may be made from time to time in the open market and may include privately-negotiated transactions as market conditions warrant and subject to regulatory considerations. The stock repurchase program has no expiration date and our ability to execute on the program will depend on, among other factors, cash requirements for acquisitions, cash generated from operations, debt repayment obligations, market conditions and regulatory requirements. In addition, under our senior credit agreements, we are subject to certain restrictions relating to our ability to repurchase shares in the event our consolidated leverage ratio exceeds certain levels, which may limit our ability to repurchase shares under this Board authorization. Through July 1, 2012, no shares have been purchased under this Board authorization.
43
The following table provides our net debt to total capital ratio:
July 1, 2012 | December 31, 2011 | |||||||
(Dollars in millions) | ||||||||
Net debt includes: |
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Current borrowings |
$ | 4.7 | $ | 5.0 | ||||
Long-term borrowings |
959.9 | 954.8 | ||||||
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Total debt |
964.6 | 959.8 | ||||||
Less: Cash and cash equivalents |
545.0 | 584.1 | ||||||
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Net debt |
$ | 419.6 | $ | 375.7 | ||||
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Total capital includes: |
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Net debt |
$ | 419.6 | $ | 375.7 | ||||
Total common shareholders equity |
1,689.5 | 1,980.6 | ||||||
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Total capital |
$ | 2,109.1 | $ | 2,356.3 | ||||
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Percent of net debt to total capital |
20 | % | 16 | % |
Our senior credit agreement and the indenture under which we issued our 6.875% senior subordinated notes due 2019 contain covenants that, among other things, limit or restrict our ability, and the ability of our subsidiaries, to incur debt, create liens, consolidate, merge or dispose of certain assets, make certain investments, engage in acquisitions, pay dividends on, repurchase or make distributions in respect of capital stock and enter into swap agreements. Our senior credit agreement also requires us to maintain a consolidated leverage ratio (generally, Consolidated Total Indebtedness to Consolidated EBITDA, each as defined in our senior credit agreement) of not more than 4.0:1 and a consolidated interest coverage ratio (generally, Consolidated EBITDA to Consolidated Interest Expense, each as defined in the senior credit agreement) of not less than 3.5:1 as of the last day of any period of four consecutive fiscal quarters calculated pursuant to the definitions and methodology set forth in the senior credit agreement. Non-recurring, non-cash charges, such as the goodwill impairment charge we recorded in the first six months of 2012, are excluded from the calculation of these ratios and, therefore, do not affect our compliance with these covenants.
We believe that our cash flow from operations, available cash and cash equivalents and our ability to access additional funds through credit facilities will enable us to fund our operating requirements, capital expenditures and debt obligations for the next 12 months and the foreseeable future. Depending on conditions in the capital markets and other factors, we will from time to time consider other financing transactions, the proceeds of which could be used to refinance current indebtedness or for other purposes.
Item 3. | Quantitative and Qualitative Disclosures About Market Risk |
See the information set forth in Part II, Item 7A of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
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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 SECs 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 recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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PART IIOTHER INFORMATION
Item 1. | Legal Proceedings |
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, intellectual property, employment and environmental matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that any such actions are 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 |
There have been no significant changes in risk factors for the quarter ended July 1, 2012. See the information set forth in Part I, Item 1A of the Companys Annual Report on Form 10-K for the fiscal year ended December 31, 2011.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
Not applicable.
Item 3. | Defaults Upon Senior Securities |
Not applicable.
Item 5. | Other Information |
Not applicable.
46
Item 6. | Exhibits |
The following exhibits are filed as part of this report:
Exhibit |
Description | |||
+10.1 | | Executive Employment Agreement, dated July 30, 2012, between Teleflex Medical Europe Limited and Liam Kelly. | ||
+10.2 | | Senior Executive Officer Severance Agreement, dated July 30, 2012, between Teleflex Medical Europe Limited and Liam Kelly. | ||
+10.3 | | Executive Change In Control Agreement, dated July 30, 2012 between Teleflex Incorporated and Liam Kelly. | ||
12.1 | | Computation of ratio of earnings to fixed charges. | ||
31.1 | | Certification of Chief Executive Officer, pursuant to Rule 13a14(a) under the Securities Exchange Act of 1934. | ||
31.2 | | Certification of Chief Financial Officer, pursuant to Rule 13a14(a) under the Securities Exchange Act of 1934. | ||
32.1 | | Certification of Chief Executive Officer, pursuant to Rule 13a14(b) under the Securities Exchange Act of 1934. | ||
32.2 | | Certification of Chief Financial Officer, pursuant to Rule 13a14(b) under the Securities Exchange Act of 1934. | ||
101.1 | | The following materials from the Companys Quarterly Report on Form 10-Q for the quarter ended July 1, 2012, formatted in XBRL (eXtensible Business Reporting Language): (i) the Condensed Consolidated Statements of Income for the three and six months ended July 1, 2012 and June 26, 2011; (ii) the Condensed Consolidated Statements of Comprehensive Income for the three and six months ended July 1, 2012 and June 26, 2011; (iii) the Condensed Consolidated Balance Sheets as of July 1, 2012 and December 31, 2011; (iv) the Condensed Consolidated Statements of Cash Flows for the six months ended July 1, 2012 and June 26, 2011; (v) the Condensed Consolidated Statements of Changes in Equity for the six months ended July 1, 2012 and June 26, 2011; and (vi) Notes to Condensed Consolidated Financial Statements. |
+ | Indicates management contract or compensatory plan or arrangement. |
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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/ BENSON F. SMITH | |
Benson F. Smith Chairman, President and Chief Executive Officer (Principal Executive Officer) | ||
By: | /s/ THOMAS E. POWELL | |
Thomas E. Powell Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) |
Dated: July 31, 2012
48
Exhibit 10.1
EXECUTIVE EMPLOYMENT AGREEMENT
July 30, 2012
PERSONAL, PRIVATE AND CONFIDENTIAL
Liam Kelly
[ADDRESS INTENTIONALLY DELETED]
TERMS AND CONDITIONS OF EMPLOYMENT
Dear Mr Kelly
On behalf of Teleflex Medical Europe Limited (the Company), I am very pleased to confirm in writing the terms of your promotion and employment with the Company which will have effect from June 22, 2012 (the Effective Date). Your date of commencement with the Company was 1 April 2009 and your continuous service is recognised.
For the purposes of this agreement:
Affiliate of any Person means any other Person that controls, is controlled by or is under common control with the first mentioned Person.
Group means the Company and all Affiliates.
Person means an individual, a corporation or other entity or a government or governmental agency or institution, which may include a restricted competitor.
Relevant Business means the business or businesses from time to time carried on by the Group limited to the activities with which the Executive was materially concerned or involved in the course of his employment during the 12 month period prior to the Termination Date;
Restricted Area the international territory in which you managed the Companys business in the twelve months prior to the Termination Date;
Restricted Competitor means CR Bard, Covidian, Coloplast, Astra Tech (div. of Dentsply), Smiths Medical, Intersurgical, B. Braun, Vygon, Ambu, Pajunk, and / or CareFusion, or any merged, acquiring or successor entity of any one of these organisations, or any third party that may, between the commencement of this Agreement and the Termination Date, acquire all or a substantial part of the assets or business of any one of these organisations.
Severance Agreement means the Senior Executive Severance Agreement entered into between the Company and me on July 30, 2012.
Termination Date means the date for which this Agreement is terminated by either party.
1. | Position |
Your position with the Company will be EVP and President International.
2. | Place Of Work |
On account of the travel commitment required in your role, you will be permitted to work from home at the above address. You agree that you will attend to work at the Companys facilities currently located in Garrycastle Business & Technology Park, Athlone, County Westmeath, or such other location within Ireland as the Company may decide when the requirements of your role reasonably demand and where your duties in each case cannot reasonably be performed from home. You acknowledge and agree to travel within Ireland and abroad as reasonably required in carrying out your duties. You acknowledge in particular that by nature of your role and responsibility for all regions outside of the US, that this will require regular overseas (including long haul) travel and trips of up to 14 consecutive days or more at a time. Further detail on this is provided in the job description in the Schedule.
3. | Hours Of Work |
Normal office hours are 39 hours per week, generally worked between 8.15 am and 5pm Monday to Thursday and 8.15 am to 4pm on Friday. However, given your position, there are no fixed hours of work. Your working hours will be such as may be requisite for the proper discharge of your duties and you are required to be flexible in relation to your hours. You will not receive additional compensation for working outside normal working hours. You further acknowledge that by reason of your senior position and as you determine your own working time, you are not covered by Part II of the Organisation of Working Time Act 1997.
4. | Reporting Structure |
You will report directly to the President and Chief Executive Officer of Teleflex Incorporated. Your reporting line may change to reflect changes in the Groups business organisation in which event you will report to such other senior management position in the Group as may be notified to you.
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5. | Salary |
5.1 | Your base salary will be 300,000 gross per annum. This will be paid to you monthly in arrears, in accordance with the Companys current practice, by credit transfer directly to your bank account. |
5.2 | Your salary will be reviewed annually in accordance with the Groups salary review policy without any entitlement to an increase. |
5.3 | You shall not be entitled to separate fees or remuneration in respect of any position you may hold as director or secretary of the Company or any Affiliate Company. |
5.4 | The Company reserves the right to make deductions in respect of all sums from time to time owed by you to the Company or any Affiliate Company, from your pay or any other amounts which may be due to you by the Company including but not limited to bonus payments, commission, allowances or expenses. After giving you written notice and by your agreeing to the terms and conditions set out in this agreement, you consent to the deduction of such sums for the purposes of the Payment of Wages Act 1991. |
6. | Target Bonus |
6.1 | You will be eligible to participate in such bonus scheme as the Company and the Group may implement from time to time for employees at your level which will be based on the achievement of Company and / or Group and / or individual performance objectives as may be established by the Group in its sole discretion. The terms and conditions of such plan will be determined by the Group in its absolute discretion and you are not guaranteed any specific amount of incentive compensation. Such scheme may be amended or terminated by the Group at any time and any eligibility to participate in this scheme is subject strictly to terms of this scheme as may be amended from time to time. |
6.2 | Subject to any subsequent agreement with you, the payment of any bonus to you is subject to you being in the employment of the Company and there being no notice of termination in effect on December 31 of the year for which the bonus payment is being made. |
7. | Expenses |
All properly vouched and authorised expenses incurred by you on Company business will be reimbursed by the Company in accordance with the Group expense policy in effect from time to time.
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8. | Holidays |
8.1 | Annual leave entitlement is 24 days. Further details can be found in our Employee Handbook. |
8.2 | The Companys holiday year runs from 1 January to 31 December. Holidays from the previous year may not be carried over to the following year except with the written consent of your direct supervisor. |
8.3 | Upon termination of your employment you will be entitled to salary in lieu of any outstanding holiday entitlement or be required to repay to the Company any salary received in respect of holiday taken in excess of your holiday entitlement and the amount so due will be deducted from your final salary or other termination payment. |
9. | Benefits |
9.1 | Pension |
You will be entitled to participate in the Companys Defined Contribution Scheme (the Scheme) on the commencement of your employment. The Company will contribute a payment equivalent to 12% of your base salary into the Scheme on your behalf, subject to you also contributing 5% of your base salary and the terms of the Scheme. Please refer to the Companys current Pension Booklet. Whilst the Company intends to continue the operation of the Scheme indefinitely it must as a matter of ordinary business prudence reserve its right to amend or terminate the Scheme at its discretion.
The normal retirement date from the Companys employment is your 65th birthday. If you opt to join the Scheme, your retirement benefits will become payable from this date.
9.2 | Private Health Cover |
You continue to be eligible to receive fully subsidised health insurance for yourself and your dependants (Aviva Heathcare Cover Healthmanager or equivalent), subject to completion of an application form.
9.3 | Life Assurance |
On the commencement of your employment, you will be eligible for life assurance to the value of 4 times your annual base salary under the Companys life assurance policy with Friends First and cover will be subject to completion of whatever forms and provision of whatever information the Company and Friend First require. The cover will continue for as long as you are employed up to the retirement age of 65.
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9.4 | Permanent Health Insurance |
You will be eligible to participate in the Company permanent health insurance scheme, under which you may be eligible to receive two thirds of your annual salary (inclusive of Social Welfare benefit to which you may be entitled whether or not recovered by you) if absent from work for a period of 26 weeks or more due to illness or injury, subject to clause 13.
9.5 | Car Allowance |
You will receive a monthly car allowance of 1,500.00 (subject to the usual tax deductions).
9.6 | Stock Incentive Plan |
The Company shall procure that you will become a Participant as defined in the Teleflex Incorporated 2008 Stock Incentive Plan on such terms as the Group Board may decide and provided always that you are permitted to be a Participant by the rules of the Plan.
9.7 | Change in Benefits |
All benefits will be subject to the terms and conditions of the benefit plan under which they are provided. The Company and / or Group reserve the right at all times to vary or discontinue any benefit plans (including any Company pension contributions) in which you may be entitled to participate and / or to substitute new benefit plans for any plan in which you may be eligible to participate. Any Company and /or Group benefit plan which is insured will be subject to and conditional upon the terms and conditions of the relevant policy of insurance.
9.8 | Cessation of Benefits |
All benefits payable or otherwise made available to you under any Company or Group benefit plan(s) in which you may be entitled to participate from time to time shall automatically cease, as shall your eligibility to participate in such plan(s), upon the termination of your employment for any reason whatsoever, save where otherwise expressly agreed. In the event of such termination, neither the Company nor the Group shall be under any obligation to replace the terminated or discontinued benefit plan(s) and / or provide the same or similar benefits or compensation in lieu.
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10. | Duties |
10.1 | During the course of your employment it may be necessary to expand or raise your job duties, within the general scope of your position, or change your function within the Company or the Group. The Company reserves the right to change your function and / or assign other or take away certain job duties to you at any time, it being understood that you will not be assigned duties which you cannot reasonably perform. |
10.2 | You will carry out the duties assigned to you from time to time by the Company and / or Group for the Company and Group. Please see the attached Schedule for a list (non-exhaustive) of your key responsibilities / duties. Your area of work and / or specific responsibilities may be altered from time to time by the Company and / or Group as the needs of the business dictate. |
10.3 | You agree that at all times during your employment with the Company you will: |
(i) | devote the whole of your working time to the duties assigned to you; |
(ii) | faithfully and diligently serve the Company and Group; |
(iii) | act only in such a way as to promote and protect the interests of the Company and Group; |
(iv) | obey all reasonable and lawful directions given to you by the President and Chief Executive Officer of Teleflex Incorporated and/or any other senior manager(s) to whom you are assigned to report; |
(v) | report on a timely basis to the President and Chief Executive Officer of Teleflex Incorporated, and/or any other senior manager(s) to whom you are assigned to report, on any matters concerning the affairs of the Company or any Affiliate as is reasonably required; and |
(vi) | comply with such policies and procedures as apply to employees of the Company and Group generally. |
(vii) | take any such office as a director in any other Affiliate as requested. |
10.4 | You shall use your best endeavours to promote the interests, business and welfare of the Company and Group and shall not, without first obtaining the consent of the Company in writing, either solely or jointly with or as director or manager or agent of any other person or persons, firm or corporation or in any other capacity directly or indirectly carry on or be engaged or (save as the holder or beneficial owner for investment purposes of not more than 1% in nominal value of any class of securities of any company quoted on any recognised public stock market) be concerned or interested whether as an employee, consultant, officer or representative in any trade, business or occupation other than that of the Group. |
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10.5 | Your office as a director of the Company or any Affiliate is subject to the Articles of Association of the relevant company (as amended from time to time). If the provisions of this Agreement conflict with the provisions of the Articles of Association, the Articles of Association will prevail. |
10.6 | The termination of any directorship or other office held by you, by the Company or Affiliate will not terminate your employment or amount to a breach of terms of this agreement. |
10.7 | You must not resign your office as a director of the Company or any Affiliate without the agreement of the Company or the Affiliate Company. |
11. | Termination with notice |
11.1 | Your employment hereunder may be terminated at any time by one party giving the other three months notice in writing. |
11.2 | Where notice of termination of your employment is given, whether by you or the Company, the Company will have the right to: |
(i) | pay you in lieu of notice (or the remaining balance) the amount of your entitlement to basic salary, prorated car allowance, medical insurance and life assurance in respect of such notice period; or |
(ii) | require you to cease performing or exercising during some or all of the remainder of any notice period some or all of the powers, authorities and discretions delegated to you in your employment and / or to cease attending your place of work and / or to cease contact with the Companys or Groups employees and customers in relation to Group related business matters, during such period, any such period to be referred to hereinafter as a Garden Leave Period. During a Garden Leave Period, you will remain subject to the provisions of this agreement and to your obligation of fidelity to the Company and Group, and you will continue to receive your basic salary, prorated car allowance, medical insurance and life assurance. However, subject to any post termination obligations that may apply, you will be free to seek new employment to commence following the termination of the Garden Leave Period. |
(iii) | In the event that notice of termination has been given by either you or the Company, provided always that the Company shall continue to pay your basic salary, prorated car allowance, medical insurance and life assurance until your employment terminates, the Company may in its absolute discretion without |
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breaking the terms of your contract of employment or giving rise to any claim against the Company and / or Group for all or part of your notice period: |
a) exclude you from the premises of the Company and / or Group;
b) require you to carry out specified duties for the Company and / or Group or to carry out no duties;
c) announce to employees, suppliers and customers that you have been given notice of termination or have resigned (as the case may be);
d) instruct you not to communicate orally or in writing with suppliers, customers, employees, agents or representatives of the Company and / or Group until your employment has terminated.
For the avoidance of doubt, your duties and obligations under this contract continue to apply during any period of exclusion.
12. | Termination without notice |
Your employment may be terminated with or without prior notice if any time you:
12.1 | are guilty of any gross misconduct, gross default or wilful neglect in the discharge of your duties of your employment or in connection with or affecting the business of the Company and / or Group; |
12.2 | are guilty of any material breach or material non-observance or persistent breaches or non-observances of the provisions contained in this agreement; |
12.3 | commit any serious act of dishonesty or repeated acts of dishonesty; |
12.4 | become subject to the provisions concerning disqualification or restriction contained in Part VII of the Companies Act, 1990 or any similar legislation in any other jurisdiction; |
12.5 | are convicted of any offence (other than minor traffic offences) or any other offence which in the opinion of the Company affects your position with / and or the reputation of the Company and /or Group; or |
12.6 | are guilty of any material or repeated breach of any Company and / or Group policy or procedure. |
13. | Illness |
13.1 | If you are at any time prevented by illness, injury, accident or any other circumstances from discharging all your duties for a period of three consecutive days, then a satisfactory certificate will be required from your doctor in respect of such absence. |
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13.3 | Company sick pay is provided for under the Companys Illness Salary Protection Plan. It is paid entirely at the Companys discretion and subject to your compliance with the Companys Absence/Sick pay policy and procedures. Where sick pay is paid, it will be calculated by reference to your basic salary less any Social Welfare payments which you are eligible to receive, whether or not actually recovered by you. |
13.4 | Notwithstanding the provision of permanent health insurance under clause 9.4, if you are at any time prevented by illness, injury, accident or any other circumstances beyond your control from discharging all your duties hereunder for an aggregate or consecutive total of 180 or more days in any 12-month period, the Company may terminate your employment upon service of such minimum notice as is required under statute. |
13.5 | In the event of your absence from work or inability to perform the duties of your position due to illness or accident, the Company reserves the right to refer you for medical examination to a medical practitioner nominated and paid for by the Company. The Company shall be entitled to receive full details of any such medical examinations, and to disclose them to its professional advisors. |
14. | Disciplinary and Grievance rules and procedure |
14.1 | You will conduct yourself with propriety at all times and with due regard for the Company and each of its Affiliates and the clients and employees of each such company. |
14.2 | The Company has no formal disciplinary policy in place for employees in your position and will deal with disciplinary matters in a manner considered by the Company to be appropriate in the particular circumstances, using the standard Company disciplinary procedure, revised as appropriate. In the event of perceived misconduct, you may be suspended forthwith in order to consider and investigate the allegation and decide what action or procedure would be appropriate to adopt. Your normal remuneration will be paid to you during any suspension. In all disciplinary matters you will be presented in writing with the totality of the allegations outstanding against you, will be given the right to respond, will have the opportunity to be represented at any disciplinary hearing by a colleague and will have a right of appeal against any disciplinary action taken. |
14.3 | If you have a grievance relating to your employment, you should raise the matter in writing with the Chief Administrative Officer of the Group. If you are dissatisfied with the outcome, you may appeal the decision in writing to the President and Chief Executive Officer whose decision shall be final. If it is inappropriate to address it to the Chief Administrative Officer, you may raise it with the President and Chief Executive Officer in the first instance. |
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15. | Confidentiality |
15.1 | You will not except as authorised or required by your duties reveal to any person, persons or company any information of a confidential or proprietary nature, including any trade secrets, secret or confidential operations, processes or dealings or any information concerning the organisation, business, finances, transactions or affairs of the Company, its Affiliates or their existing or potential customers which may come to your knowledge during the period of your employment with the Company (Confidential Information). You will keep all Confidential Information entrusted to you completely secret and will not use or attempt to use any Confidential Information in any manner which may injure or cause loss either directly or indirectly to the Company or any of its Affiliates or their existing or potential customers or its or their business or businesses, or may be likely so to do. This restriction will continue to apply after the termination of your employment without limit in point of time but will cease to apply to information or knowledge which may reasonably be said to have come into the public domain other than by reason of breach of the provisions of this agreement. |
15.2 | You will not during the term of your employment with the Company make otherwise than for the benefit of the Company or any Affiliate any notes or memoranda relating to any matter within the scope of the business of the Company, its Affiliates or their existing or potential customers or concerning any of the dealings or affairs of any such company nor will you either during the term of your employment with the Company or afterwards use or permit to be used any such notes or memoranda otherwise than for the benefit of the Company or any Affiliate Company, it being the intention of the parties that all such notes or memoranda made by you will be the property of the Company and left at its offices upon the termination of your employment with the Company. |
16 | Proprietary rights |
16.1 | In this clause 16 IP means all intellectual property rights of whatever nature, including inventions (whether patentable or not and whether or not patent protection has been applied for or granted), developments and improvement upon or additions to an invention, patents, copyright and related rights (including computer software and preparatory and design materials therefore), moral rights, trade marks and service marks whether registered or unregistered, business names, logos, art work, slogans, processes, registered and unregistered designs (whether or not design rights subsist in them) and database rights, know-how, confidential information and trade secrets and all rights or forms of protection of a similar nature and all applications or entitlement to apply for any of the foregoing which may exist anywhere in the world. |
16.2 | You acknowledge and agree that if at any time in the course of, or in connection with, your employment under this Agreement, whether or not during normal working |
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hours or at the premises or using facilities of the Company or an Affiliate or otherwise, you create or discover or participate in the creation or discovery of any IP directly or indirectly relating to, or capable of being used in, the business carried on by the Company or by any Affiliate Company, full details of the IP will immediately be disclosed in writing by you to the Company and the IP will be the absolute property of the Company (or a nominee of the Company where the Company requires) immediately upon the creation of such IP. |
16.3 | If and whenever required so to do (whether during or after the termination of your employment) you will without charge and at the expense of the Company or its nominee undertake to give and supply all such information, data, drawings and assistance as may be necessary or in the opinion of the Company desirable to enable the Company to exploit the IP and you undertake to apply or join in applying for agreements patent or other form of protection for any IP referred to in this clause 17 and execute all instruments and do all things considered necessary in the absolute discretion of the Company in relation to the said IP including vesting all right and title to such IP when obtained in the Company (or its nominee) as sole beneficial owner, or in such other person as the Company may require. |
16.4 | To the extent that ownership of the IP does not automatically vest in the Company as a consequence of your employment, you agree to assign to the Company to the fullest extent permitted by law with full title guarantee and with effect from its creation, all future IP created or discovered by you during the course of your employment whether during the normal hours of work of the Company or otherwise or at the premises or using the facilities of the Company or an Affiliate or otherwise. |
16.5 | You irrevocably appoint the Company to be your attorney in your name and on your behalf to execute and do any such instruments or things and generally to use your name for the purpose of giving to the Company (or its nominee) the full benefit of the provisions of the clause 16. A certificate in writing signed by any executive or the Secretary of the Company that any instrument or act falls within the authority conferred in this clause 16.5 will be conclusive evidence that such is the case in favour of a third party. |
16.6 | To the extent that you cannot assign any IP to the Company (or its nominee), it is agreed that any such right (including, where applicable, any moral right such as a right of paternity or integrity) will be waived as against the Company. You may not under any circumstances exercise any IP against the Company or any of its Affiliates or any nominee of any of them. |
16.7 | By signing this contract you acknowledge for the avoidance of doubt that any discovery, invention, process or improvement in procedure made or discovered by you, any IP rights in any material created by you and any preparatory or specification documents and materials created by you in the course of your employment with or engagement by the Company during the period prior to the date |
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of this agreement, is (and has been from the beginning) to the fullest extent permitted by law the property of and vests solely and absolutely in the Company and that you shall disclose such immediately to the Company to the extent not already explicitly disclosed to the Company. You also acknowledge that any rights of action which have accrued or will accrue vest solely and absolutely in the Company. You agree that at no time will you attempt to assert any rights or make any claim in respect of any such IP rights against the Company or its licensees or successors in title. |
17. | Restrictive Covenants. |
17.1 | You acknowledge: |
(a) | that the Group is in a unique and highly specialised business; |
(b) | that the Groups market is international in scope with a limited number of competitors; |
(c) | that the Group possess a valuable body of Confidential Information; |
(d) | that the Group will give you access to Confidential Information in order to carry out your duties; |
(e) | that your duties include, without limitation, a duty of trust and confidence and a duty to act at all times in the best interests of the Group; |
(f) | that your knowledge of Confidential Information directly benefits you by enabling you to perform your duties; |
(g) | that unless required for the performance of your duties the disclosure of any Confidential Information to any actual or potential competitor of the Group will place the Group at a serious competitive disadvantage and would cause immeasurable (financial and other) damage to the Relevant Business; |
(h) | that if, on leaving the employment of the Company, you were to hold any position in any actual or potential competitor to the Relevant Business, it could place the Group at a serious competitive disadvantage and would cause immeasurable (financial and other) damage to the Relevant Business. |
17.2 | Competition and Non-Solicitation |
During the continuance of this Agreement and for a period of 12 months (such period to be reduced by such period spent on garden leave) from the Termination Date, whether terminated by the Company or by you, you shall not within the Restricted Area, without the prior written consent of the Company;
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(a) | directly or indirectly in any capacity either on your own behalf or in conjunction with or on behalf of any other Person; |
(i) | be engaged, concerned or interested in any capacity either on your own behalf or in conjunction with or on behalf of any other Person in the Relevant Business or in any business wholly or partly in competition with the Relevant Business; |
(ii) | solicit or entice or endeavour to solicit or entice away from the Company or any Affiliate or employ any Person who was employed in a senior executive, supervisory, technical, sales or administrative capacity by the Company or any Affiliate, at any time during the 12 months preceding the Termination Date; |
(iii) | directly or indirectly call on or solicit for the purpose of diverting or taking away from the Company or any Affiliate (including, by divulging any Confidential Information to any competitor or potential competitor of the Company or any Affiliate) any Person who is at the Termination Date, or at any time during the twelve (12) month period prior to the Termination Date had been, a material or regular customer of the Company or any Affiliate with whom you had direct personal contact as a representative of the Company or any Affiliate, or a potential material or regular customer whose identity is known to you at the Termination Date as one whom the Company or any Affiliate was actively soliciting as a potential customer within six (6) months prior to the Temrination Date; |
(iv) | interfere or seek to interfere or take steps as may interfere with the continuance of supplies to the Company or any Affiliate (or the terms relating to such supplies) from any Persons who are or who have been supplying components, materials, goods or services to the Company or to any Affiliate at any time during the 12 month period immediately preceding Termination Date; or |
(v) | be engaged, concerned or interested in any Person who is or was at any time during the period of 12 months immediately preceding the Termination Date a significant or regular customer of or supplier to the Company or any Affiliate , or who is or had been during the said 12 month period negotiating with the Company for the supply of a significant volume of services or goods, if such engagement, concern or interest causes or would cause the supplier or customer to cease or materially to reduce its orders or contracts with, or the volume of goods and services received from the Company or any Affiliate. |
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17.3 | You acknowledge and agree as follows: |
(i) | that the restrictions set out in clause 17.2(a)(i) apply in the Restricted Area to Restricted Competitors only; and |
(ii) | that the list of Restricted Competitors does not represent the entirety of the market in which the Group and you are engaged, and excludes a number of significant multinational businesses covering the markets that you are responsible for on behalf of the Company and Group, and as such, the restrictions set out in this clause 17 do not in any way impact on your ability to obtain employment outside of the Company or Group. |
17.4 | You agree that if during the continuance in force of the restrictions set out in this clause 17, you receive an offer of employment from any person, you will immediately provide that person with a complete and accurate copy of this clause 17. |
17.5 | You acknowledge that while it is the intention of the parties to this Agreement that the restrictions set out in this clause 17 are no greater than is necessary for the protection of the interests of the Company and any Affiliate, nevertheless in the event that any of the said restrictions be adjudged to be invalid or unenforceable by any court of competent jurisdiction but would be adjudged fair and reasonable if any part of the wording thereof were amended, modified, deleted or reduced in scope, then this clause 17 shall apply with such amendments, modifications, deletions and reductions in scope as may be necessary to make them valid and effective. |
17.6 | Nothing contained in this clause 17 shall act to prevent you from using generic skills learnt while employed by the Company in any business or activity which is not in competition with the Company or Group. |
17.7 | You acknowledge that you may be subject to a separate but identical restriction in the Severance Agreement, which shall run in parallel with the restriction contained in this Agreement and accept that in the event that the restriction contained in the Severance Agreement does not apply to you, or is deemed by a court of competent jurisdiction not to apply to you, that the restrictions contained in this Agreement shall continue to apply. |
17.8 | Return of Company and Group Property. |
Upon Termination of Employment you will deliver to the person designated by the Company all originals and copies of all documents and property of the Company and / or Group in your possession, under your control, or to which you may have access. You will not reproduce or appropriate for your own use, or for the use of others, any Confidential Information.
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18 | Resignation from offices / Return of property on termination |
18.1 | On termination of your employment, you will resign from all directorships and other offices that you hold by reason of your employment with the Company and / or Group. If you fail to do so within seven days, the Company and / or Group is hereby irrevocably authorised to appoint some person as attorney in your name and on your behalf to sign documents or do any things necessary to give effect to the provisions of this clause. |
18.2 | On termination of your employment or at any time if so requested by the Company whether or not a formal written request is made, you will return to the Company all items of property in your possession which are the property of the Company and / or Group including, but not limited to, all correspondence, documents, specifications, papers, customer lists, lists of business contacts, diskettes and other storage media, drawings, sketches, prints, notebooks, reports and data which are the property of the Company and /or Group. |
19. | Retirement |
Your normal retirement age is your sixty-fifth birthday.
20. | Severability |
In the event that any condition in this agreement is held to be void in whole or in part for any reason, such unenforceability will not affect the enforceability of the remaining conditions contained in this agreement and such void conditions will be deemed to be severable.
21. | Data processing |
21.1 | The Company and / or Group will hold computer records and personnel files relating to you. These will include your employment application, references, bank details, performance appraisals, holiday records, salary reviews and remuneration details, employee share scheme participation (if applicable) and other records. The Company requires such personal data for personnel, administration and management purposes and to comply with its obligations regarding the keeping of employee/worker records. You hereby agree and consent that the Company and / or Group may, when necessary for those purposes, make such data available to its advisors, to parties providing products and / or services to the Company and / or Group (including, without limitation, IT systems suppliers, pension, benefits and payroll administrators), to regulatory authorities (including the Revenue Commissioners), to any potential purchasers of the Company or its business (on a confidential basis) and as required by law. |
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22.2 | Certain personal data is classified as sensitive personal data. This is personal data relating to a persons racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, physical or mental health, sexual life, criminal convictions or the alleged commission of an offence, and proceedings for an offence committed or alleged to have been committed. Sensitive personal data may include records or sickness absence, medical certificates and medical reports. The purpose of processing this type of information is to administer sick pay and to monitor and manage sickness absence and to comply with health and safety legislation and other legal obligations. If sensitive personal data relating to you is being processed for reasons otherwise than those set out above or as permitted under the Data Protection Acts, your explicit consent will be sought. |
22.2 | By agreeing to the terms and conditions set out in this agreement, you hereby agree and consent that the Company may process personal data relating to you for the purposes set out above. |
23. | Use of IT equipment |
23.1 | You acknowledge that the Company and / or Group may legitimately monitor any communications sent or received by you either in the performance of your duties or by way of the Companys and / or Groups networks and consent to such monitoring for the purposes of: |
(i) | ensuring proper working order of the IT systems; |
(ii) | ensuring that employees comply with the Companys and / or Groups practices and procedures; |
(iii) | investigating misconduct; |
(iv) | preventing or detecting crime; and |
(v) | investigating or detecting the unauthorised use of the Companys and / or Groups IT systems. |
For the purposes of this clause 23:
monitoring means the checking, recording and reviewing of telephone calls, computer files, records and emails, and the undertaking of any other compliance, security or risk analysis checks the Group reasonably considers necessary; and
networks includes the Groups telephone, voicemail system and the Groups email, internet and intranet networks.
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23.2 | You undertake, at all times, to comply with all conditions of use which may from time to time be imposed by the Company and / or Group with regard to the use of the equipment networks and systems provided by the Group including without limitation the Groups internet, intranet and email policy. |
24. | Changes |
The Company may make reasonable changes to your terms and conditions of employment as the needs of the business dictate. You will be given notice of such changes. Material changes will be subject to your consent.
25. | Reconstruction or Amalgamation |
If your employment under this agreement is terminated by reason of the liquidation of the Company for the purpose of reorganisation, reconstruction or amalgamation and you are offered a contract of employment with any concern or undertaking resulting from the reconstruction or amalgamation on terms and conditions not less favourable than the terms of this agreement, then you shall have no claim against the Company and / or Group in respect of the termination of this agreement.
26. | Counterparts |
26.1 | This agreement may be executed in counterparts by each of the parties and any single counterpart or set of counterparts signed in either case by both of the parties shall be deemed to constitute a full and original contract for all purposes. |
27. | Governing law |
This agreement shall be governed by and construed in accordance with the laws of Ireland and the Courts of Ireland shall have the exclusive jurisdiction in relation to all matters related therein.
28. | Miscellaneous provisions |
28.1 | Any notice under this agreement will be given in writing and will be deemed to have been duly given if delivered personally to the addressee or the duly authorised agent of the addressee or sent by prepaid registered post to the last known address of the party to whom such notice is given. Any such notice will be deemed to have been duly given at the time of delivery if delivered personally, or two working days after posting if sent by prepaid registered post. |
28.2 | This agreement is in substitution for all previous agreements and undertakings (if any) either written or verbal between the Group and you regarding your employment, and all such agreements and undertakings will be deemed to have been terminated by mutual consent as from the date of your execution of this agreement. |
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If you choose to accept the terms and conditions of employment set out in this agreement, please sign the enclosed copy of the agreement and return it to me.
Yours sincerely
/s/ Gerard McCaffrey |
Duly authorised for an on behalf of Teleflex Medical Europe Limited |
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EXECUTIVE ACKNOWLEDGEMENT
I accept the terms and conditions of employment as set out in the Companys agreement dated July 30, 2012 of which this is a copy.
I further confirm that I am not accepting these terms and conditions in reliance on any representation or warranty not set out in this agreement.
Signed: | /s/ Liam Kelly | |
Liam Kelly | ||
Dated: | July 30, 2012 |
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Exhibit 10.2
SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT
THIS SENIOR EXECUTIVE OFFICER SEVERANCE AGREEMENT is made as of July 30, 2012, between TELEFLEX MEDICAL EUROPE LTD. with a registered address of Garrycastle Business & Technology Park, Athlone, Co. Westmeath, Ireland (the Company) and LIAM KELLY of Kiln Lodge, Quay Lane, Ballina, Ireland (Executive).
Background
A. | Executive is employed by the Company as the Companys EVP and President International. |
B. | The purpose of this Agreement is to provide for certain severance compensation and benefits to be paid or provided to Executive in the event of the termination of his employment under circumstances specified herein and to provide also for certain commitments by Executive respecting the Company and Group. |
Terms
THE PARTIES, in consideration of the mutual covenants hereinafter set forth, and intending to be legally bound hereby, agree as follows:
1. Definitions
The following terms used in this Agreement with initial capital letters have the respective meanings specified therefor in this Section.
Affiliate of any Person means any other Person that controls, is controlled by or is under common control with the first mentioned Person.
Agreement preceded by the word this means this Senior Executive Officer Severance Agreement, as amended at any relevant time.
Annual Incentive Plan means the Management Incentive Plan (MIP) or Executive Incentive Plan (EIP) which are offered by the Company providing for the payment of annual bonuses to certain employees of the Company, including Executive, as such Plans may be amended from time to time or, if such Plans shall be discontinued, any similar Plan or Plans in effect at any relevant time.
Base Salary of Executive means the annualized base rate of salary paid to Executive as such may be increased from time to time.
Board means the Board of Directors of the Company.
Cause means (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole or (d) refusal to comply with clause 2 of the Contract of Employment.
Change In Control Severance Agreement means any Executive Severance Agreement relating to termination of employment of Executive after the occurrence of a Change if Control of the Company (defined in such Agreement).
Confidential Information has the meaning specified in Section 7.
Contract of Employment shall mean the contract of employment entered into between the Company and Executive of July 30, 2012.
Employment means substantially full time employment of Executive by the Company or any of its Affiliates.
Group means the Company and all Affiliates.
Health Care Continuation Period means the period commencing on the Termination Date and ending on the earlier of (i) the last day of the Severance Compensation Period or (ii) the first date on which Executive is eligible to participate in a health care plan maintained by another employer.
Insurance Benefits Period means the period commencing on the Termination Date and ending on the earlier of (i) the last day of the Severance Compensation Period or (ii) the first date on which Executive is eligible to participate in a life and / or accident insurance plan maintained by another employer.
Notice of Termination shall mean notice of termination under the Contract of Employment.
Performance Period applicable to any compensation payable (in cash or other property) under any Plan, the amount or value of which is determined by reference to the performance of participants or the Company or the fulfillment of specified conditions or goals, means the period of time over which such performance is measured or the period of time in which such conditions or performance goals must be fulfilled.
Person means an individual, a corporation or other entity or a government or governmental agency or institution, which may include a Restricted Competitor.
Plan means a plan of the Company or Group for the payment of compensation or provision of benefits to employees in which plan Executive is or was, at all times relevant to the provisions of this Agreement, a participant or eligible to participate.
.Prorated Amount has the meaning specified in Section 3(c).
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Release has the meaning specified in Section 6.
Relevant Business means the business or businesses from time to time carried on by the Group limited to the activities with which the Executive was materially concerned or involved in the course of his employment during the 12 month period prior to the Termination Date;
Restricted Area means the international territory in which you managed the Companys business in the twelve months prior to the Termination Date;
Restricted Competitor means CR Bard, Covidian, Coloplast, Astra Tech (div. of Dentsply), Smiths Medical, Intersurgical, B. Braun, Vygon, Pajunk, Ambu, and / or CareFusion, or any merged, acquiring or successor entity of any one of these organisations, or any third party that may, between the commencement of this Agreement and the Termination Date, acquire all or a substantial part of the assets or business of any one of these organisations.
Severance Compensation Period means the 15 month period commencing on the day after the Termination Date.
Termination Date means the date specified in a Notice of Termination, as may be amended by the Company, which date shall be the date Executives Termination of Employment occurs.
Termination of Employment means a cessation of Employment for any reason, other than a cessation occurring (i) by reason of Executives death or (ii) under circumstances which would entitle Executive to receive compensation and benefits pursuant to the Executive Change In Control Severance Agreement, or (iii) for Cause.
Year means a fiscal year of the Company.
2. | Continued Employment of Executive |
The parties acknowledge that Executives employment by the Company is terminable on notice and subject to such terms and conditions as contained in the Contract of Employment. Nothing in this Agreement shall be construed as giving Executive any right to continue in the employ of the Company.
3. | Compensation upon Termination of Employment. |
Subject to the strict compliance with the terms of this Agreement, upon Termination of Employment by the Company other than for Cause, Executive will receive from the Company the following payments and benefits, which shall be inclusive of any statutory redundancy payment which Executive is entitled to receive:
(a) | Cash Bonuses for Years Preceding the Year of Termination. |
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If any cash bonus pursuant to an Annual Incentive Plan in respect of a Performance Period which ended before the Year of Termination shall not have been paid to Executive on or before the Termination Date, the Company will pay Executive such bonus in the amount of Executives award earned for the Performance Period in the form of a single lump sum cash payment on the later of the 15th day following the Termination Date or the date that is 2-1/2 months following the end of the Performance Period. Save as provided for in clause 3(c), no other bonus payment shall be payable.
(b) | Continuation of Base Salary |
The Company will pay Executive an amount equivalent to 15 months of Executives Base Salary as in effect immediately prior to the Termination Date, payable in accordance with the Companys normal payroll schedule and payroll practices in effect from time to time, subject to all applicable withholdings and deductions. Provided, however, that if the Termination Date was preceded by a period of illness leave, then the Base Salary continuation shall be an amount equivalent to 15 months of Executives Base Salary as in effect immediately prior to the Executives illness leave.
In the event that Executive is made redundant, then any statutory redundancy payment to which Executive is entitled shall be calculated as of the Termination Date. The amount of the statutory redundancy payment shall be subtracted from Executives base salary continuation and paid out in a lump sum following the expiration of a waiting period of that period of time which it would otherwise have taken Executive to receive the equivalent of the statutory redundancy payment under the Companys normal payroll schedule and payroll practices in effect as of the Termination Date.
(c) | Payment of Annual Incentive Plan Award for Performance Period Not Completed Before the Termination Date |
If the Termination Date occurs before the last day, but after completion of at least six months, of a Performance Period under the Annual Incentive Plan, the Company will pay Executive the Prorated Amount of Executives award under the Annual Incentive Plan for that Performance Period. The amount of the award, from which the Prorated Amount is derived, shall be determined based on the degree to which each performance goal on which such award is based has been achieved at the end of the Performance Period (provided that any individual performance component shall be equal to the target award amount for such component). The Prorated Amount of the award means an amount equal to the portion of the award which bears the same ratio to the amount of the award as the portion of such Performance Period expired immediately before the Termination Date bears to the entire period of such Performance Period. The amount to which Executive is entitled under this Section 3(c) shall be paid in the form of a single lump sum cash payment on the date that is 2-1/2 months following the end of the Performance Period.
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(d) | Vehicle Allowance |
Subject to statutory deductions, during the Severance Compensation Period, the Company shall continue to pay Executive his monthly cash vehicle allowance that was in effect as of the Termination Date, in accordance with the Companys normal payment schedule and payment practices in effect from time to time.
(e) | Outplacement |
The Company shall reimburse Executive for expenses incurred for outplacement services during the Severance Compensation Period, up to a gross maximum aggregate amount of 16,000 inclusive of VAT and outlay, which services shall be provided by an outplacement agency selected by Executive. The Company shall reimburse Executive within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred and although addressed to Executive the amount will be payable by the Company. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Date. Any such payment may be subject to statutory deductions.
(f) | Health Care Coverage |
Subject to statutory deductions, during the Health Care Continuation Period, the Company will provide health care coverage under the Companys then-current health care Plan for Executive and Executives spouse and eligible dependents on the same basis as if Executive had continued to be employed during that period. If not permitted under the relevant Plan, and subject to statutory deductions, the Company shall pay an amount equivalent to the cost to it of providing cover for the Executive and Executives spouse and eligible dependants on the same basis as if the Executive had continued to be a member of the Plan during the Health Care Continuation Period.
(g) | Life and Accident Insurance |
Subject to statutory deductions and the terms, limitations and exclusions of the Plan or Plans for provision of life and accident insurance and the Companys related policies of group insurance, during the Insurance Benefits Period the Company will provide life and accident insurance coverage for Executive comparable to the life and accident insurance coverage which Executive last elected to receive as an employee under the applicable Plan for such benefits, subject to modifications from time to time of the coverage available under such Plan or related insurance policies which are applicable generally to global executive officers. The cost of providing such insurance will be borne by the Company and Executive in accordance with the Companys policy then in effect for employee participation in premiums, on substantially the same terms as would be applicable to a global executive officer. The Company shall pay its share of such premiums to the applicable insurance carrier(s) on the due date(s) established by such
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carrier(s), but in no event later than the last day of the calendar year in which such due date(s) occurs. If not permitted under the relevant Plan, and subject to statutory deductions, the Company shall pay an amount equivalent to the cost to it of providing cover for the Executive and Executives spouse and eligible dependants on the same basis as if the Executive had continued to be a member of the Plan during the Health Care Continuation Period.
(h) | Taxable Benefits |
The Company shall deduct all taxes and levies from any emoluments, payments or benefits provided under this Agreement (including PAYE, employees PRSI, health contributions or any other taxes or levies which the Company and/or Group is obliged to deduct from emoluments, payments or benefits provided to Executive, but excluding employers PRSI). In the event that the amounts deducted are insufficient to discharge the Companys liability, Executive hereby agrees to indemnify the Company and / or Group for all taxes and benefit contributions arising therefrom. The Company shall pay all interest, penalties, costs, and expenses incurred due to its own negligent failure to make required deductions from Executives compensation. The amount payable by Executive under this clause will be such amount as will leave the Executive in the same position (after settling all taxes, levies, interest, penalties, costs and expenses), as he would have been if the correct deductions had been made from all emoluments, payments or benefits provided under this Agreement at the time such deductions were due.
4. | Deductions and Taxes |
For the avoidance of doubt, all amounts payable or benefits provided by the Company pursuant to this Agreement shall be paid net of (i) taxes withheld or deducted by the Company in accordance with the requirements of law and (ii) deductions for the portion of the cost of certain benefits to be borne by Executive. The Company reserves absolute discretion to determine the manner in which tax should be applied to any such amounts or benefits.
5. | Compensation and Benefits Pursuant to Other Agreements and Plans |
Nothing in this Agreement is intended to diminish or otherwise affect Executives right to receive from the Company all compensation payable to Executive by the Company in respect of his Employment prior to the Termination Date pursuant to any agreement with the Company (other than this Agreement) or any Plan.
6. | Executives General Release and Resignation from Board of Directors |
As a condition to the obligations of the Company to pay severance compensation and provide benefits pursuant to Section 3, the Company shall have received from Executive on the Termination Date a written resignation from the Board and as an officer and director of the Company, the Group, all of its Affiliates and a general release up to the Termination Date in substantially the form of Exhibit A and updated as necessary to
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reflect any changes in statutory references, relevant benefits plans as identified or such other changes as required, executed by Executive (the Release), and Executive shall not thereafter seek to withdraw or in any way challenge to the effect or scope of the Release. If Executive fails to resign from the Board of the Company or any Affiliate by the Termination Date or fails to execute, or if Executive seeks to withdraw from the Release or to in any way challenge the effect or scope, or acts in any way to suggest he is no longer bound by the Release, no payments or benefits shall thereafter be made or provided to Executive pursuant to this Agreement, and Executive may be required to reimburse to the Company any payments or benefits received by Executive pursuant to this Agreement, but Executives obligations pursuant to this Agreement and Sections 7 and 8 in particular shall continue in force.
7. | Confidential Information |
Executive acknowledges that, by reason of Executives employment by and service to the Company, Executive has had and will continue to have access to confidential information of the Company, the Group and its Affiliates, including information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company, the Group and other distributors, customers, clients, suppliers and others who have business dealings with the Company, the Group, and its Affiliates (Confidential Information). Executive acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Group and Executive covenants that (except in connection with the good faith performance of his duties while employed by the Company) Executive will not, either during or after Executives employment by the Company, disclose any such Confidential Information to any Person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Executive or except as may be required by law or in a judicial or administrative proceeding.
8. | Restrictive Covenants |
8.1 | The Executive acknowledges: |
(a) | that the Group is in a unique and highly specialised business; |
(b) | that the Groups market is international in scope with a limited number of competitors; |
(c) | that the Group possess a valuable body of Confidential Information; |
(d) | that the Group will give him access to Confidential Information in order to carry out his duties; |
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(e) | that the Executives duties include, without limitation, a duty of trust and confidence and a duty to act at all times in the best interests of the Group; |
(f) | that the Executives knowledge of Confidential Information directly benefits him by enabling him to perform his duties; |
(g) | that unless required for the performance of his duties the disclosure of any Confidential Information to any actual or potential competitor of the Group will place the Group at a serious competitive disadvantage and would cause immeasurable (financial and other) damage to the Relevant Business; |
(h) | that if, on leaving the employment of the Company, he was to hold any position in any actual or potential competitor to the Relevant Business, it could place the Group at a serious competitive disadvantage and would cause immeasurable (financial and other) damage to the Relevant Business. |
8.2 | Competition and Non-Solicitation |
For a period of 12 months (such period to be reduced by such period spent on garden leave) from the Termination Date, whether terminated by the Company or by you, you shall not within the Restricted Area, without the prior written consent of the Company;
(a) | directly or indirectly in any capacity either on his own behalf or in conjunction with or on behalf of any other Person; |
(i) | be engaged, concerned or interested in any capacity either on his own behalf or in conjunction with or on behalf of any other Person in the Relevant Business or in any business wholly or partly in competition with the Relevant Business; |
(ii) | solicit or entice or endeavour to solicit or entice away from the Company or any Affiliate or employ any Person who was employed in a senior executive, supervisory, technical, sales or administrative capacity by the Company or any Affiliate, at any time during the 12 months preceding the Termination Date; |
(iii) | directly or indirectly call on or solicit for the purpose of diverting or taking away from the Company or any Affiliate (including, by divulging any Confidential Infomration to any competitor or potential competitor of the Company or any Affiliate) any Person who is at the Termination Date, or at any time during the twelve (12) month period prior to the Termination Date had been, a material or regular customer of the Company or any Affiliate with whom you had direct personal contact as a representative of the Company or any Affiliate, or a potential material or regular customer whose identity is known to you at the Termination Date as one whom the Company or any Affiliate was actively soliciting as a potential customer within six (6) months prior to the Termination Date ; |
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(iv) | interfere or seek to interfere or take steps as may interfere with the continuance of supplies to the Company or any Affiliate (or the terms relating to such supplies) from any Persons who are or who have been supplying components, materials, goods or services to the Company or to any Affiliate at any time during the 12 month period immediately preceding the Termination Date; or |
(v) | be engaged, concerned or interested in any Person who is or was at any time during the period of 12 months immediately preceding the Termination Date a significant or regular customer of or supplier to the Company or any Affiliate, or who is or had been during the said 12 month period negotiating with the Company for the supply of a significant volume of services or goods, if such engagement, concern or interest causes or would cause the supplier or customer to cease or materially to reduce its orders or contracts with, or the volume of goods and services received from the Company or any Affiliate. |
8.3 | You acknowledge and agree as follows: |
(i) | that the restrictions set out in clause 8.2(a)(i) apply in the Restricted Area to Restricted Competitors only. |
(iii) | that the list of Restricted Competitors does not represent the entirety of the market in which the Group and you are engaged and excludes a number of significant multinational competitors covering the medical device industry and market, and as such, the restrictions set out in this clause 8 do not in any way impact on your ability to obtain employment outside of the Company or Group. |
8.4 | The Executive agrees that if during the continuance in force of the restrictions set out in this clause 8, he receives an offer of employment from any person, he will immediately provide that person with a complete and accurate copy of this clause 8. |
8.5 | You acknowledge that while it is the intention of the parties to this Agreement that the restrictions set out in this clause 8 are no greater than is necessary for the protection of the interests of the Company and any Affiliate, nevertheless in the event that any of the said restrictions be adjudged to be invalid or unenforceable by any court of competent jurisdiction but would be adjudged fair and reasonable if any part of the wording thereof were amended, modified, deleted or reduced in scope, then this clause 8 shall apply with such amendments, modifications, deletions and reductions in scope as may be necessary to make them valid and effective. |
8.6 | Nothing contained in this clause 8 shall act to prevent the Executive from using generic skills learnt while employed by the Company in any business or activity which is not in competition with the Company or Group. |
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8.7 | The Executive acknowledges that he is subject to a separate but identical restriction in the Contract of Employment, which shall run in parallel with the restriction contained in this Agreement and accepts that in the event that the restriction contained in this Agreement does not apply to him, or is deemed by a court of competent jurisdiction not to apply to him, that the restrictions contained in the Contract of Employment shall continue to apply. |
8.8 | Return of Company and Group Property. |
Upon a Termination of Employment Executive will deliver to the person designated by the Company all originals and copies of all documents and property of the Company and / or Group in Executives possession, under Executives control, or to which Executive may have access. The Executive will not reproduce or appropriate for Executives own use, or for the use of others, any Confidential Information.
9. | Cooperation. |
Upon Termination of Employment, Executive shall reasonably cooperate with the Company, and / or the Group, and their officers, employees, agents, Affiliates and lawyers in the defense or prosecution of any lawsuit, dispute, investigation or other legal proceedings or any preparation for any such disputes or proceedings that may be anticipated or threatened (Proceedings). Executive shall reasonably cooperate with the Company, and / or the Group, and their officers, employees, agents, Affiliates and attorneys on any other matter (Matters) related to Company and/or Group business (specifically to include Teleflex Medical Incorporated and Arrow International, Inc. business) during the period in which Executive is employed by the Company. Executive shall reasonably cooperate with the Company, and / or Group and their, officers, employees, agents, affiliates and lawyers in responding to any form of media inquiry or in making any form of public comment related to the Executives employment, including, but not limited to, the Executives separation from the Company. Such cooperation shall include providing true and accurate information or documents concerning, or affidavits or testimony about, all or any matters at issue in any Proceedings/Matters as shall from time to time be reasonably requested by the Company and / or Group, and shall be within Executives knowledge. Such cooperation shall be provided by Executive without remuneration, but Executive shall be entitled to reimbursement for all reasonable vouched and appropriate expenses Executive incurs in so cooperating, including (by way of example not by way of limitation) reasonable airplane fares, hotel accommodations, meal charges and other similar expenses to attend Proceedings/Matters outside of the island of Ireland. In the event Executive is made aware of any issue or matter related to the Company and / or Group, is asked by a third party to provide information regarding the Company and / or Group, or is called other than by the Company as a witness to testify in any matter related to the Company and / or Group, Executive will notify the Company immediately in order to give the Company a reasonable opportunity to respond and / or participate in such Proceeding/Matter, unless Executive is requested or required not to do so by law enforcement, or any other governmental agency or authority.
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10. | Equitable and Other Relief; Consent to Jurisdiction of Irish Courts |
(a) | Executive acknowledges that the restrictions contained in this Agreement are reasonable and necessary to protect the legitimate interests of the Company, the Group and its Affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of these restrictions will result in irreparable injury to the Company and / or Group. Executive represents and acknowledges that (i) Executive has been advised by the Company to consult Executives own legal counsel in respect of this Agreement and (ii) Executive has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Executives counsel. |
(b) | Executive agrees that the Company and / or Group shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of this Agreement, which rights shall be cumulative and in addition to any other rights or remedies to which the Company and / or Group may be entitled under applicable law. Without limiting the foregoing, Executive also agrees that payment of the compensation and benefits payable under Section 3 may be automatically ceased in the event of a breach of the covenants of Sections 7 or 8 in particular. |
11. | No Obligation to Mitigate Companys Obligations |
Executive will not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise, except to the extent provided in Subsections 3(f) and 3(g).
14. | Deductions or Set-Offs. |
The Company reserves the right to make deductions in respect of all sums from time to time owed by you to the Company or any Affiliate, from your pay, bonus, allowances, expenses, or from any amounts which may be due to you by the Company pursuant to this Agreement. By your agreeing to the terms and conditions set out in this letter you consent to the deduction of such sums.
15. | Notices |
Save where otherwise required by law, all notices and other communications given pursuant to or in connection with this Agreement shall be in writing and delivered (which may be by telefax or other electronic transmission) to a party at the following address, or to such other address as such party may hereafter specify by notice to the other party:
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If to the Company, to:
Teleflex Medical Europe Ltd.
Garrycastle Business & Technology Park
Athlone
Co. Westmeath, Ireland
Attention: General Counsel
If to Executive, to:
Liam Kelly
[ADDRESS INTENTIONALLY DELETED]
16. | Governing Law and Jurisdiction |
This Agreement shall be governed by and construed in accordance with the laws of Ireland and the courts of Ireland shall have exclusive jurisdiction to deal with all disputes arising from or touching upon this Agreement.
17. | Parties in Interest |
This Agreement, including specifically the covenants of Sections 7 and 8, will be binding upon and inure to the benefit of the parties and their respective heirs, successors and assigns.
18. | Entire Agreement |
This Agreement and the Executive Change In Control Severance Agreement contain the entire agreement between the parties with respect to the right of Executive to receive severance compensation upon the termination of his Employment, and such Agreements supersede any prior agreements or understandings between the parties relating to the subject matter of the Executive Change In Control Severance Agreement or this Agreement.
Where the Executive receives any benefit or payment provided for under this Agreement, he shall not be entitled to any benefit under the Executive Change In Control Severance Agreement and vice versa. Under no circumstances may he be entitled to receive payment under both agreements.
19. | Amendment or Modification |
No amendment or modification of or supplement to this Agreement will be effective unless it is in writing and duly executed by the party to be charged thereunder.
20. | Construction |
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The following principles of construction will apply to this Agreement:
(a) | Unless otherwise expressly stated in connection therewith, a reference in this Agreement to a Section, Exhibit or party refers to a Section of, or an Exhibit or a party to, this Agreement. |
(b) | The word including means including without limitation. |
21. | Headings and Titles |
The headings and titles of Sections and the like in this Agreement are inserted for convenience of reference only, form no part of this Agreement and shall not be considered for purposes of interpreting or construing any provision hereof.
EXECUTED as of the date first above written
TELEFLEX MEDICAL EUROPE LTD.
By: /s/ Gerard McCaffrey | ||
Name: Gerard McCaffrey Title: Director and Secretary |
EXECUTIVE:
/s/ Liam Kelly |
Liam Kelly |
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EXHIBIT A
GENERAL RELEASE
1. I, Liam Kelly, for and in consideration of certain payments to be made and the benefits to be provided to me under the Senior Executive Officer Severance Agreement, dated as of July 2012 (the Agreement) between me and TELEFLEX MEDICAL EUROPE MEDICAL LIMITED (the Company) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company, the Group and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, the Group or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the Company), acting in any capacity whatsoever, of and from any and all manner of actions and causes of action, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under any local law, including any claims and for the avoidance of doubt, I waive and compromise any claim I may have against the Company or the Group arising out of the constitution, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 19772007, the Minimum Notice and Terms of Employment Acts 19732007, the Organisation of Working Time Act 1997, the Redundancy Payments Acts 19672007, the Terms of Employment (Information) Acts 19942001, the Payment of Wages Act 1991, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Act 2000, the Safety Health and Welfare at Work Act 2005, the Employment Equality Acts 1998-2008, the Protection of Employment Act 1977, the Employees (Provision of Information and Consultation) Act 2006, the Protection of Employees (Part-Time) Work Act 2001, the Protection of Employees (Fixed-Term) Work Act 2003, the Adoptive Leave Acts 1995-2005, the Carers Leave Act 2001, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006), the common law or otherwise all as amended, and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the Agreement or under the Company and / or Group plans [to be named and listed exhaustively, subject to clause 6 of the main agreement] in which I participated and under which I have accrued and become entitled to a benefit (including indemnification and / or reimbursement to the extent provided under the Companys Certificate of Incorporation, bylaws or applicable insurance policies) based on my actual service with the Company other than under any Company separation or severance plan or programs.
Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee.
2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.
3. I hereby agree and recognize that my employment by the Company was permanently and irrevocably severed on , 2 . I also hereby agree and recognize that I have resigned from my position as a member of the Board of Directors of the Company, the Group as well as its subsidiaries and affiliates, on , 2 . The Company and the Group have no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled.
4. I hereby agree and acknowledge that the payments and benefits provided to me by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any law, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company.
5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: making any disclosure of information required by law or as directed by the Company. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the income tax treatment and tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure.
6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my solicitor, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein.
7. I hereby further acknowledge that the terms of Sections 7 and 8 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations. I further acknowledge that the payment due to me during the Severance Compensation Period are strictly subject to my compliance (to the reasonable satisfaction of the Company) with the terms of this Agreement, but in particular Sections 7 and 8.
8. This Release may be executed in one or more counterparts, including by facsimile signature, each of which shall be deemed to be an original, but all of which shall be considered one and the same instrument.
Intending to be legally bound hereby, the Company and I execute the foregoing Release as a Deed this day of , 20 .
PRESENT when the Common Seal of
TELEFLEX MEDICAL EUROPE LIMITED.
was affixed hereto:
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Director | ||
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Director / Company Secretary | ||
SIGNED and DELIVERED by Liam Kelly in the presence of: |
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Witness signature: |
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Witness name : |
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Witness address: |
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Exhibit 10.3
EXECUTIVE CHANGE IN CONTROL AGREEMENT
This Executive Change In Control Agreement made as of the 30th day of July, 2012, by and between Teleflex Incorporated (the Company) and Liam Kelly (Employee).
WHEREAS, Employee is employed as an executive of Teleflex Medical Europe Ltd., a wholly-owned subsidiary of the Company; and
WHEREAS, the Board of Directors of the Company believes that appropriate steps should be taken to reinforce and encourage the continued attention and dedication of Employee without distraction, notwithstanding that the Company could be subject to a Change of Control, and that such possibility, and the uncertainty and questions which it may raise among management, may result in the departure or distraction of key management personnel to the detriment of the Company; and
WHEREAS, in consideration for Employee agreeing to continue in employment with the Company and agreeing to keep Company information confidential, the Company agrees that Employee shall receive the compensation set forth in this Agreement in the event Employees employment is terminated without Cause, upon or after a Change of Control;
NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements hereinafter set forth and intending to be legally bound hereby, the parties hereto agree as follows:
1. Definitions.
Base Salary shall mean the highest base rate of salary being paid to Employee in all capacities with the Company, together with any and all salary reduction authorized amounts under any of the Companys benefit plans or programs, at the time of the Change of Control or any time thereafter.
Benefit Period shall mean the period beginning on Employees Termination Date and ending on the first to occur of (a) the 21-month anniversary of the Commencement Date or (b) the first date on which Employee is employed by another employer and is eligible to participate in a health plan of Employees new employer.
Board shall mean the board of directors of the Company.
Bonus Plan shall mean a plan of the Company providing for the payment of a cash bonus to Employee.
Cause shall mean (a) misappropriation of funds, (b) conviction of a crime involving moral turpitude, or (c) gross negligence in the performance of duties, which gross negligence has had a material adverse effect on the business, operations, assets, properties or financial condition of the Company and its subsidiaries taken as a whole.
Commencement Date shall mean the first day of the seventh month beginning after Employees Termination Date.
Change of Control shall mean one of the following shall have taken place after the date of this Agreement:
(a) any person (as such term is used in Sections 13(d) or 14(d) of the Exchange Act) (other than the Company, any majority controlled subsidiary of the Company, or the fiduciaries of any Company benefit plans) becomes the beneficial owner (as defined in Rules 13d-3 and 13d-5 under the Exchange Act), directly or indirectly, of 20% or more of the total voting power of the voting securities of the Company then outstanding and entitled to vote generally in the election of directors of the Company; provided, however, that no Change of Control shall occur upon the acquisition of securities directly from the Company;
(b) individuals who, as of the beginning of any 24 month period, constitute the Board (as of the date hereof the Incumbent Board) cease for any reason during such 24 month period to constitute at least a majority of the Board, provided that any individual becoming a director subsequent to the date hereof whose election, or nomination for election by the Companys shareholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office is in connection with an actual or threatened election contest relating to the election of the directors of the Company;
(c) consummation of (i) a merger, consolidation or reorganization of the Company, in each case, with respect to which all or substantially all of the individuals and entities who were the respective beneficial owners of the voting securities of the Company immediately prior to such merger, consolidation or reorganization do not, following such merger, consolidation or reorganization, beneficially own, directly or indirectly, at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities resulting from such merger, consolidation or reorganization, (ii) a complete liquidation or dissolution of the Company or (iii) a sale or other disposition of all or substantially all of the assets of the Company, unless at least 65% of the combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors of the entity or entities that acquire such assets are beneficially owned by individuals or entities who or that were beneficial owners of the voting securities of the Company immediately before such sale or other disposition; or
(d) consummation of any other transaction determined by resolution of the Board to constitute a Change of Control.
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Component Target Amount shall have the meaning specified therefor in the definition of Target Bonus in this Section 1.
Disability shall mean Employees continuous illness, injury or incapacity for a period of six consecutive months.
Exchange Act shall mean the Securities Exchange Act of 1934, as amended.
Performance Period applicable to any Target Amount under a Bonus Plan shall mean the period of time in which the performance goals applicable to the determination of cash bonus awards pursuant to such Bonus Plan are measured.
Target Amount in respect of a bonus payable to Employee pursuant to any Bonus Plan shall mean the amount specified in the Companys records pertaining to such Bonus Plan as the target amount of cash bonus which would be payable to Employee if specified conditions were fulfilled.
Target Bonus shall mean the sum of the Target Amounts (each a Component Target Amount) which would be payable in the year immediately following the Termination Year pursuant to all Bonus Plans if all of the conditions for the payment of each Component Target Amount were fulfilled, without regard to whether such conditions are actually fulfilled; provided that, if a Target Amount has not been determined for any such Bonus Plan on or before the Termination Date, the Target Amount for such Bonus Plan which would have been payable in the Termination Year shall be substituted for such undetermined Target Amount in the foregoing calculation of the Target Bonus.
Termination Date shall mean the date of receipt of the Notice of Termination described in Section 2 hereof or any later date specified therein as the effective date of Employees Termination of Employment, as the case may be.
Termination of Employment shall be determined to have occurred on the Termination Date specified in the Notice of Termination delivered to Employee as specified in Section 2 of this Agreement.
Termination following a Change of Control shall mean a Termination of Employment initiated by the Company for any reason other than Disability or Cause, upon or within two years after a Change of Control.
Termination Year shall mean the year in which Employees Termination Date occurs.
2. Notice of Termination. Any Termination of Employment shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 13 hereof. For purposes of this Agreement, a Notice of Termination
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means a written notice which (a) indicates the specific reasons for the termination, (b) briefly summarizes the facts and circumstances deemed to provide a basis for termination of Employees employment, and (c) specifies the Termination Date (which date shall not be less than three (3) months after the giving of such notice).
3. Compensation upon Termination following a Change of Control. Subject to the provisions of subsection (d) below and Sections 4 and 5 hereof, in the event of Employees Termination following a Change of Control, Employee shall be entitled to receive the following payments and benefits from the Company:
(a) Employee shall receive payment of Employees unpaid base salary earned through the Termination Date, payable in accordance with the Companys normal payroll schedule and payroll practices in effect as of the Termination Date, subject to all applicable withholdings and deductions.
(b) If a bonus awarded to Employee pursuant to any Bonus Plan for payment in the Termination Year shall not have been paid to Employee, Employee shall receive the amount of such award within 15 days after the Termination Date. If no such bonus shall have been awarded to Employee under any Bonus Plan, on the Commencement Date Employee shall receive a lump sum cash payment in the amount of the sum of the Target Amounts under each such Bonus Plan referred to in the immediately preceding sentence which would have been payable to Employee in the Termination Year.
(c) On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of (i) a pro-rated amount of the Target Bonus, (ii) the amount (if any) paid by Employee for health care continuation coverage for the period from the Termination Date to the date of such lump sum payment and (iii) in the event the Employee was a participant in such plan prior to the Termination Date, the Employer Non-Elective Contributions with which Employee would have been credited under the Teleflex Incorporated Deferred Compensation Plan (Deferred Compensation Plan) for each of the next two (2) plan years following the plan year which includes the Termination Date, assuming that Employees Compensation and Bonus, as those terms are defined in the Deferred Compensation Plan, for each of the two (2) plan years immediately following the plan year which includes the Termination Date are the same as Employees Compensation and Bonus for the plan year which includes the Termination Date. The pro-rated Target Bonus shall be computed by multiplying the Target Bonus by a fraction (i) the numerator of which is the number of days in each year of the Performance Period applicable to such Component Target Amount reduced by the number of days in the Termination Year following the Termination Date and (ii) the denominator of which is the number of days in the Performance Period.
(d) Beginning with the Commencement Date, Employee shall receive the following:
(i) Employee shall receive an amount equal to twenty-one (21) months of Employees Base Salary (the Base Salary Severance
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Amount), which shall be divided into 21 equal monthly installments and paid as follows: (A) on the Commencement Date an amount equal to the first seven monthly installments and (B) an additional monthly installment on the first day of each month thereafter for the next fourteen months.
(ii) Employee shall receive an amount equal to the Target Bonus on each of the six-month and eighteen-month anniversaries of the Commencement Date. The amount paid on each such date shall be paid in the form of a single lump sum cash payment.
(iii) The Company shall continue to provide health and dental benefits under the Companys then-current health and dental plans for Employee and Employees spouse and eligible dependents during the balance of the Benefit Period on the same basis as if Employee had continued to be employed during that period. Notwithstanding the preceding, if Employee and Employees spouse and eligible dependents are not eligible to continue coverage under the Companys health and/or dental plan(s), the Company will reimburse Employee in cash on the last day of each month during the Benefit Period (or balance thereof) an amount based on the cost actually paid by Employee for that month to maintain health and/or dental insurance coverage from commercial sources that is comparable to the health and/or dental coverage Employee last elected as an employee for Employee and Employees spouse and eligible dependents under the Companys health and/or dental plan(s) covering Employee, where the net monthly reimbursement after taxes are withheld will equal the Companys portion of the cost paid by Employee for that months coverage determined in accordance with the Companys policy then in effect for employee cost sharing, on substantially the same terms as would be applicable to an executive officer of the Company.
(iv) The Company shall reimburse Employee for the cost of outplacement assistance services incurred by Employee up to a maximum of $20,000, which shall be provided by an outplacement agency selected by Employee. The Company shall reimburse Employee within 15 days following the date on which the Company receives proof of payment of such expense, which proof must be submitted no later than December 1st of the calendar year after the calendar year in which the expense was incurred. Notwithstanding the foregoing, Executive shall only be entitled to reimbursement for those outplacement service costs incurred by Executive on or prior to the last day of the second year following the Termination Year.
(e) If Employee was provided with the use of an automobile as of the Termination Date, Employee may continue to use such automobile during the Benefit Period. If Employee received a cash vehicle allowance as of the Termination Date, the Company shall pay Employee a cash vehicle allowance during the Benefit Period equal to what it would cost Employee to lease the vehicle utilized by Employee immediately
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prior to the Termination Date, calculated by assuming that the lease is a three (3) year closed-end lease. The allowance shall generally be paid in equal monthly payments; provided, however, that payment of the monthly payments shall not begin until the Commencement Date. On the Commencement Date, Employee shall receive a lump sum cash payment equal to the sum of the monthly payments that would have been paid between the Termination Date and Commencement Date plus the monthly payment for the month in which the Commencement Date occurs. The Company will pay the remaining monthly payments on the first day of each month following the Commencement Date.
(f) All Company stock options and restricted stock held by Employee as of Employees Termination Date that have not previously become vested and exercisable shall immediately become fully vested and exercisable as of the date immediately preceding the Termination Date, and any stock option or restricted stock awards under which such stock options or restricted stock are granted are hereby amended, effective the later of the date of this Agreement or the date of such award, to so provide.
(g) As a condition to the obligation of the Company to pay compensation and provide benefits under this Agreement, the Company shall have received from Employee immediately following the Termination Date a written waiver and release of claims against the Company substantially in the form attached hereto as Exhibit A (but subject to any necessary adjustments reasonably determined by the Company to be necessary to comply with applicable laws and regulations in effect as of Employees Termination Date) executed by Employee (the Release). If Employee fails to execute the Release, no payments or benefits shall thereafter be made or provided to Employee pursuant to this Agreement.
4. Confidential Information. Employee recognizes and acknowledges that, by reason of Employees employment by and service to the Company, Employee has had and will continue to have access to confidential information of the Company and its affiliates, including, without limitation, information and knowledge pertaining to products and services offered, innovations, designs, ideas, plans, trade secrets, proprietary information, distribution and sales methods and systems, sales and profit figures, customer and client lists, and relationships between the Company and its affiliates and other distributors, customers, clients, suppliers and others who have business dealings with the Company and its affiliates (Confidential Information). Employee acknowledges that such Confidential Information is a valuable and unique asset of the Company, and Employee covenants that Employee will not, either during or after Employees employment by the Company, disclose any such Confidential Information to any person for any reason whatsoever without the prior written authorization of the Company, unless such information is in the public domain through no fault of Employee or except as may be required by law or in a judicial or administrative proceeding. Notwithstanding anything to the contrary herein, each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure.
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5. Equitable Relief.
(a) Employee acknowledges that the restrictions contained in Section 4 hereof are reasonable and necessary to protect the legitimate interests of the Company and its affiliates, that the Company would not have entered into this Agreement in the absence of such restrictions, and that any violation of any provision of that Section will result in irreparable injury to the Company. Employee represents and acknowledges that (i) Employee has been advised by the Company to consult Employees own legal counsel in respect of this Agreement, and (ii) Employee has had full opportunity, prior to execution of this Agreement, to review thoroughly this Agreement with Employees counsel.
(b) Employee agrees that the Company shall be entitled to preliminary and permanent injunctive relief, without the necessity of proving actual damages, as well as an equitable accounting of all earnings, profits and other benefits arising from any violation of Section 4 hereof, which rights shall be cumulative and in addition to any other rights or remedies to which the Company may be entitled. Without limiting the foregoing, Employee also agrees that payment of the compensation and benefits payable under Section 3 of this Agreement may be automatically ceased in the event of a material breach of the covenants of Section 4, provided the Company gives Employee written notice of such breach, detailing the activity of Employee that constitutes a material breach, and Employee fails to cease such activity within 15 days after Employees receipt of such written notice. In the event that any of the provisions of Section 4 hereof should ever be adjudicated to exceed the time, geographic, service, or other limitations permitted by applicable law in any jurisdiction, then such provisions shall be deemed reformed in such jurisdiction to the maximum time, geographic, service, or other limitations permitted by applicable law.
(c) Employee irrevocably and unconditionally (i) agrees that any suit, action or other legal proceeding arising out of Section 4 hereof, including without limitation, any action commenced by the Company for preliminary and permanent injunctive relief or other equitable relief, may be brought in a United States District Court in Pennsylvania, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in or around Philadelphia, Pennsylvania, (ii) consents to the non-exclusive jurisdiction of any such court in any such suit, action or proceeding, and (iii) waives any objection which Employee may have to the laying of venue of any such suit, action or proceeding in any such court. Employee also irrevocably and unconditionally consents to the service of any process, pleadings, notices or other papers in a manner permitted by the notice provisions of Section 13 hereof.
6. Other Payments and Indemnification. The payments due under Section 3 hereof shall be in addition to and not in lieu of any payments or benefits due to Employee under any other plan, policy or program of the Company except as provided under Section 15(a) and except that no cash payments shall be paid to Employee under any
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severance plan of the Company that are due and payable solely as a result of a Change of Control. In addition, Employee shall continue to be covered by any policy of insurance providing indemnification rights for service as an officer and director of the Company and to all other rights to indemnification provided by the Company, in each case at least as favorable as applicable to Employee on the date of this Agreement.
Where the Executive receives any benefit or payment provided for under this Agreement, he shall not be entitled to any benefit under the Senior Executive Officer Severance Agreement and vice versa. Under no circumstances may he be entitled to receive payment under both agreements.
7. Enforcement. It is the intent of the parties that Employee not be required to incur any expenses associated with the enforcement of Employees rights under this Agreement by arbitration, litigation or other legal action, because the cost and expense thereof would substantially detract from the benefits intended to be extended to Employee hereunder. Accordingly, the Company shall pay Employee on demand the amount necessary to reimburse Employee in full for all expenses (including all attorneys fees and legal expenses) incurred by Employee in enforcing any of the obligations of the Company under this Agreement, unless the lawsuit brought by Employee is determined wholly or substantially in the Companys favor. The Company shall reimburse Employee for expenses under this Section 7 no later than the end of the calendar year next following the calendar year in which such expenses were incurred. The Company shall not be obligated to pay any such expenses for which Employee fails to make a demand and submit an invoice or other documented reimbursement request at least 10 business days before the end of the calendar year next following the calendar year in which such expenses were incurred. The amount of such expenses that the Company is obligated to pay in any given calendar year shall not affect the expenses that the Company is obligated to pay in any other calendar year. Employees right to have the Company pay the expenses may not be liquidated or exchanged for any other benefit.
8. No Mitigation. Employee shall not be required to mitigate the amount of any payment or benefit provided for in this Agreement by seeking other employment or otherwise, nor shall the amount of any payment or benefit provided for herein be reduced by any compensation earned by other employment or otherwise.
9. Deductions or Set-Offs. The Company reserves the right to make deductions in respect of all sums from time to time owed by Employee to the Company or any Associated Company, from Employees pay, bonus, allowances, expenses, or from any amounts which may be due to Employee by the Company pursuant to this Agreement. By agreeing to the terms and conditions set out in this Agreement Employee consents to the deduction of such sums.
10. Taxes. Any payments required under this Agreement shall be subject to applicable tax withholding.
11. Term of Agreement. The term of this Agreement shall be for three years from the date hereof and shall be automatically renewed for successive one-year periods
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unless the Company notifies Employee in writing that this Agreement will not be renewed at least 60 days prior to the end of the current term; provided, however, that (i) this Agreement shall remain in effect for at least two years after a Change of Control occurring during the term of this Agreement and shall remain in effect until all of the obligations of the parties hereunder are satisfied, and (ii) this Agreement shall terminate if, prior to but not in contemplation of a Change of Control, the employment of Employee with the Company and its affiliates shall terminate for any reason.
12. Successor Company. The Company shall require any successor or successors (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Company, by agreement in form and substance satisfactory to Employee, to acknowledge expressly that this Agreement is binding upon and enforceable against the Company in accordance with the terms hereof, and to become jointly and severally obligated with the Company to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such succession or successions had taken place. Failure of the Company to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement. As used in this Agreement, the Company shall mean the Company as herein before defined and any such successor or successors to its business or assets, jointly and severally.
13. Notice. All notices and other communications required or permitted hereunder or necessary or convenient in connection herewith shall be in writing and shall be delivered personally or mailed by registered or certified mail, return receipt requested, or by overnight express courier service, as follows:
If to the Company, to:
Teleflex Incorporated
155 S. Limerick Rd.
Limerick, PA 19468
Attn: General Counsel
If to Employee, to:
Liam Kelly
[ADDRESS INTENTIAONALLY DELETED]
or to such other names or addresses as the Company or Employee, as the case may be, shall designate by notice to the other party hereto in the manner specified in this Section; provided, however, that if no such notice is given by the Company following a Change of Control, notice at the last address of the Company or to any successor pursuant to Section 13 hereof shall be deemed sufficient for the purposes hereof. Any such notice shall be deemed delivered and effective when received in the case of personal delivery, five days after deposit, postage prepaid, with the U.S. Postal Service in the case of registered or certified mail, or on the next business day in the case of overnight express courier service.
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14. Governing Law. This Agreement shall be governed by and interpreted under the laws of the Commonwealth of Pennsylvania without giving effect to any conflict of laws provisions.
15. Contents of Agreement, Amendment and Assignment.
(a) This Agreement supersedes all prior agreements, sets forth the entire understanding between the parties hereto with respect to the subject matter hereof and cannot be changed, modified, extended or terminated except upon written amendment executed by Employee and approved by the Board and executed on the Companys behalf by a duly authorized officer; provided, however, that except as stated in Section 6 above, this Agreement is not intended to supersede or alter Employees rights under any compensation, benefit plan or program, unless specifically modified hereunder, in which Employee participated and under which Employee retains a right to benefits. The provisions of this Agreement may provide for payments to Employee under certain compensation or bonus plans under circumstances where such plans would not provide for payment thereof. It is the specific intention of the parties that the provisions of this Agreement shall supersede any provisions to the contrary in such plans, to the extent that the provisions of this Agreement are more favorable to Employee than the terms of such plans, and such plans shall be deemed to have been amended to correspond with this Agreement without further action by the Company or the Board.
(b) Nothing in this Agreement shall be construed as giving Employee any right to be retained in the employ of the Company and/or any subsidiary of the Company.
(c) All of the terms and provisions of this Agreement, including the covenants of Section 4, shall be binding upon and inure to the benefit of and be enforceable by the respective heirs, representatives, successors and assigns of the parties hereto.
16. Severability. If any provision of this Agreement or application thereof to anyone or under any circumstances shall be determined to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions or applications of this Agreement which can be given effect without the invalid or unenforceable provision or application.
17. Remedies Cumulative; No Waiver. No right conferred upon Employee by this Agreement is intended to be exclusive of any other right or remedy, and each and every such right or remedy shall be cumulative and shall be in addition to any other right or remedy given hereunder or now or hereafter existing at law or in equity. No delay or omission by Employee in exercising any right, remedy or power hereunder or existing at law or in equity shall be construed as a waiver thereof, including, without limitation, any delay by Employee in delivering a Notice of Termination pursuant to Section 2 hereof after an event has occurred which would, if Employee had resigned, have constituted a Termination following a Change of Control pursuant to Section 1 of this Agreement.
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18. Miscellaneous. All section headings are for convenience only. This Agreement may be executed in several counterparts, each of which is an original. It shall not be necessary in making proof of this Agreement or any counterpart hereof to produce or account for any of the other counterparts.
19. Construction. The word including means including without limitation.
IN WITNESS WHEREOF, the undersigned, intending to be legally bound, have executed this Agreement as of the date first above written.
Teleflex Incorporated | ||
By: | /s/ Laurence G. Miller | |
Name: Title: |
Laurence G. Miller Executive Vice President, Chief Administrative Officer, General Counsel & Secretary |
/s/ Liam Kelly |
Liam Kelly |
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EXHIBIT A
GENERAL RELEASE
1. I, , for and in consideration of certain payments to be made and the benefits to be provided to me under the Executive Change In Control Agreement, dated as of (the Agreement) with Teleflex Incorporated (the Company) and conditioned upon such payments and provisions, do hereby REMISE, RELEASE, AND FOREVER DISCHARGE the Company and each of its past or present subsidiaries and affiliates, its and their past or present officers, directors, stockholders, employees and agents, their respective successors and assigns, heirs, executors and administrators, the pension and employee benefit plans of the Company, or of its past or present subsidiaries or affiliates, and the past or present trustees, administrators, agents, or employees of the pension and employee benefit plans (hereinafter collectively included within the term the Company), acting in any capacity whatsoever, of and from any and all manner of actions and causes of actions, suits, debts, claims and demands whatsoever in law or in equity, which I ever had, now have, or hereafter may have, or which my heirs, executors or administrators hereafter may have, by reason of any matter, cause or thing whatsoever from the beginning of my employment with the Company to the date of these presents and particularly, but without limitation of the foregoing general terms, any claims arising from or relating in any way to my employment relationship and the termination of my employment relationship with the Company and/or any Associated Company, including but not limited to, any claims which have been asserted, could have been asserted, or could be asserted now or in the future under the constitution, contract, common law, in equity, statute (in particular, but not limited to the Unfair Dismissals Acts 19772007, the Minimum Notice and Terms of Employment Acts 19732007, the Organisation of Working Time Act 1997, the Redundancy Payments Acts 19672007, the Terms of Employment (Information) Acts 19942001, the Payment of Wages Act 1991, the Maternity Protection Acts 1994-2004 and the National Minimum Wage Act 2000, the Safety Health and Welfare at Work Act 2005, the Employment Equality Acts 1998-2008, the Protection of Employment Act 1977, the Employees (Provision of Information and Consultation) Act 2006, the Protection of Employees (Part-Time) Work Act 2001, the Protection of Employees (Fixed-Term) Work Act 2003, the Adoptive Leave Acts 1995-2005, the Carers Leave Act 2001, the Data Protection Acts 1988-2003, the European Communities (Protection of Employees on Transfer of Undertakings) Regulations 2003, the Industrial Relations Acts 1948-2004, the Parental Leave Acts 1998 and 2006, as well as the Pennsylvania Human Relations Act, 43 Pa. C.S.A. §§951 et seq., the Rehabilitation Act of 1973, 29 USC §§701 et seq., Title VII of the Civil Rights Act of 1964, 42 USC §§2000e et seq., the Civil Rights Act of 1991, 2 USC §§60 et seq., the Age Discrimination in Employment Act of 1967, 29 USC §§621 et seq., the Americans with Disabilities Act, 29 USC §§706 et seq., and the Employee Retirement Income Security Act of 1974, 29 USC §§301 et seq.), the common law or otherwise all as amended, and all claims for counsel fees and costs, any contracts between the Company and me and any common law claims now or hereafter recognized and all claims for counsel fees and costs; provided, however, that this Release shall not apply to any entitlements under the terms of the
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Agreement or under any other plans or programs of the Company in which I participated and under which I have accrued and become entitled to a benefit other than under any Company separation or severance plan or programs. Finally, I waive and compromise any claim to take a personal injuries claim against the Company, the Group, any director, member or employee.
2. Subject to the limitations of paragraph 1 above, I expressly waive all rights afforded by any statute which expressly limits the effect of a release with respect to unknown claims. I understand the significance of this release of unknown claims and the waiver of statutory protection against a release of unknown claims.
3. I hereby agree and recognize that my employment was permanently and irrevocably severed on , 20 and the Company and its subsidiaries have no obligation, contractual or otherwise to me to hire, rehire or reemploy me in the future. I acknowledge that the terms of the Agreement provide me with payments and benefits which are in addition to any amounts to which I otherwise would have been entitled.
4. I hereby agree and acknowledge that the payments and benefits provided by the Company are to bring about an amicable resolution of my employment arrangements and are not to be construed as an admission of any violation of any federal, state or local statute or regulation, or of any duty owed by the Company and that the Agreement was, and this Release is, executed voluntarily to provide an amicable resolution of my employment relationship with the Company.
5. I hereby acknowledge that nothing in this Release shall prohibit or restrict me from: (i) making any disclosure of information required by law; (ii) providing information to, or testifying or otherwise assisting in any investigation or proceeding brought by, any federal regulatory or law enforcement agency or legislative body, any self-regulatory organization, or the Companys designated legal, compliance or human resources officers; or (iii) filing, testifying, participating in or otherwise assisting in a proceeding relating to an alleged violation of any federal, state or municipal law relating to fraud, or any rule or regulation of the Securities and Exchange Commission or any self-regulatory organization. In addition, I understand that each of the parties hereto (and each employee, representative, or other agent of such parties) may disclose to any person, without limitation of any kind, the federal income tax treatment and federal income tax structure of the transactions contemplated hereby and all materials (including opinions or other tax analyses) that are provided to such party relating to such tax treatment and tax structure.
6. I hereby certify that I have read the terms of this Release, that I have been advised by the Company to discuss it with my attorney, that I have received the advice of counsel and that I understand its terms and effects. I acknowledge, further, that I am executing this Release of my own volition with a full understanding of its terms and effects and with the intention of releasing all claims recited herein in exchange for the consideration described in the Agreement, which I acknowledge is adequate and
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satisfactory to me. None of the above named parties, nor their agents, representatives or attorneys have made any representations to me concerning the terms or effects of this Release other than those contained herein.
7. I hereby further acknowledge that the terms of Sections 4 and 5 of the Agreement shall continue to apply for the balance of the time periods provided therein and that I will abide by and fully perform such obligations.
[SIGNATURE PAGE FOLLOWS]
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Intending to be legally bound hereby, I execute the foregoing Release this day of , 20 .
Witness |
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Exhibit 12.1
TELEFLEX, INC. COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
(in thousands, except ratios)
Six Months Ended |
Year Ended December 31, |
|||||||||||||||||||||||||||
Earnings: | July 1, 2012 | June 26, 2011 | 2011 | 2010 | 2009 | 2008 | 2007 | |||||||||||||||||||||
Income (loss) from continuing operations before taxes before adjustment for income or loss from equity investees |
$ | (241,123 | ) | $ | 57,607 | $ | 145,100 | $ | 104,590 | $ | 159,824 | $ | 81,914 | $ | 19,107 | |||||||||||||
Amortization of capitalized interest |
| | | | 9 | 35 | 35 | |||||||||||||||||||||
Distributed income of equity investees |
| | | | | 310 | 134 | |||||||||||||||||||||
Non-controlling interest income |
(513 | ) | (481 | ) | (1,021 | ) | (861 | ) | (632 | ) | (441 | ) | (127 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
$ | (241,636 | ) | $ | 57,126 | $ | 144,079 | $ | 103,729 | $ | 159,201 | $ | 81,818 | $ | 19,149 | ||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Fixed charges: |
||||||||||||||||||||||||||||
Interest expense |
$ | 29,353 | $ | 25,289 | $ | 57,010 | $ | 72,281 | $ | 83,952 | $ | 116,317 | $ | 67,930 | ||||||||||||||
Amortization of debt expense |
7,098 | 6,642 | 13,526 | 7,750 | 5,511 | 5,330 | 6,946 | |||||||||||||||||||||
Interest factor in rents |
4,047 | 4,816 | 9,977 | 10,477 | 11,624 | 12,134 | 13,393 | |||||||||||||||||||||
|
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|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total fixed charges |
40,498 | 36,747 | 80,513 | 90,508 | 101,087 | 133,781 | 88,269 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Earnings and fixed charges |
$ | (201,138 | ) | $ | 93,873 | $ | 224,592 | $ | 194,237 | $ | 260,288 | $ | 215,599 | $ | 107,418 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Ratio of earnings to fixed charges |
(5.0 | ) | 2.6 | 2.8 | 2.1 | 2.6 | 1.6 | 1.2 | ||||||||||||||||||||
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|
|
Exhibit 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
I, Benson F. Smith, 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: July 31, 2012 | /s/ Benson F. Smith | |
Benson F. Smith | ||
Chairman, 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 registrants 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 registrants 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 registrants internal control over financial reporting that occurred during the registrants most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrants internal control over financial reporting; and
5. The registrants other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrants auditors and the audit committee of the registrants 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 registrants 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 registrants internal control over financial reporting.
Date: July 31, 2012 | /s/ Thomas E. Powell | |
Thomas E. Powell | ||
Senior 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 July 1, 2012, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Benson F. Smith, Chairman, 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: July 31, 2012 | /s/ Benson F. Smith | |
Benson F. Smith | ||
Chairman, 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 July 1, 2012, as filed with the Securities and Exchange Commission on the date hereof (the Report), I, Thomas E. Powell, Senior 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: July 31, 2012 | /s/ Thomas E. Powell | |
Thomas E. Powell | ||
Senior Vice President and Chief Financial Officer |
Basis Of Presentation (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jul. 01, 2012
Segment
|
Apr. 01, 2012
|
|
Segment Reporting Information [Line Items] | ||
Number of reporting segments | 4 | |
Impairment of goodwill | $ 332,128 | $ 332,000 |
Financial Instruments (Pre-Tax (Gain)/Loss Reclassified From AOCI Into Income) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
|
|
Derivatives, Fair Value [Line Items] | ||||
Pre-Tax (Gain)/Loss Reclassified from AOCI into Income, Total | $ 3,773 | $ 3,524 | $ 6,627 | $ 6,225 |
Interest Expense [Member]
|
||||
Derivatives, Fair Value [Line Items] | ||||
Pre-Tax (Gain)/Loss Reclassified from AOCI into Income, Total | 3,643 | 3,935 | 7,394 | 7,655 |
Cost of Sales [Member]
|
||||
Derivatives, Fair Value [Line Items] | ||||
Pre-Tax (Gain)/Loss Reclassified from AOCI into Income, Total | 130 | (78) | (767) | (662) |
Income From Discontinued Operations [Member]
|
||||
Derivatives, Fair Value [Line Items] | ||||
Pre-Tax (Gain)/Loss Reclassified from AOCI into Income, Total | $ (333) | $ (768) |
Business Segment Information (Schedule Of Segment Results) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
|
Dec. 31, 2011
|
|||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment net revenues from external customers | $ 383,332 | $ 381,168 | $ 763,899 | $ 726,749 | |||||||
Segment depreciation and amortization | 22,779 | 24,403 | 45,448 | 48,343 | |||||||
Segment operating profit | 64,711 | [1] | 59,058 | [1] | 125,136 | [1] | 108,364 | [1] | |||
Segment assets | 3,606,822 | 3,878,232 | 3,606,822 | 3,878,232 | 3,924,103 | ||||||
Segment expenditures for property, plant and equipment | 15,563 | 9,292 | 28,893 | 15,132 | |||||||
Segment [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment assets | 2,825,906 | 3,221,280 | 2,825,906 | 3,221,280 | |||||||
Segment expenditures for property, plant and equipment | 14,802 | 9,202 | 24,544 | 14,978 | |||||||
North America [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment net revenues from external customers | 160,357 | 156,516 | 327,665 | 309,240 | |||||||
Segment depreciation and amortization | 14,963 | 15,968 | 29,813 | 31,924 | |||||||
Segment operating profit | 21,463 | [1] | 17,329 | [1] | 44,066 | [1] | 37,458 | [1] | |||
Intersegment revenues | 35,738 | 39,783 | 75,302 | 74,008 | |||||||
North America [Member] | Segment [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment assets | 1,788,813 | 2,035,206 | 1,788,813 | 2,035,206 | |||||||
Segment expenditures for property, plant and equipment | 7,602 | 5,119 | 11,441 | 8,540 | |||||||
EMEA [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment net revenues from external customers | 126,898 | 137,761 | 261,498 | 263,211 | |||||||
Segment depreciation and amortization | 5,346 | 6,034 | 10,847 | 11,660 | |||||||
Segment operating profit | 19,921 | [1] | 18,268 | [1] | 41,388 | [1] | 35,060 | [1] | |||
Intersegment revenues | 17,533 | 17,452 | 35,099 | 31,511 | |||||||
EMEA [Member] | Segment [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment assets | 746,878 | 854,504 | 746,878 | 854,504 | |||||||
Segment expenditures for property, plant and equipment | 3,677 | 2,570 | 6,372 | 3,984 | |||||||
AJLA [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment net revenues from external customers | 60,097 | 54,693 | 107,085 | 96,726 | |||||||
Segment depreciation and amortization | 1,411 | 1,444 | 2,824 | 2,925 | |||||||
Segment operating profit | 15,060 | [1] | 17,286 | [1] | 26,215 | [1] | 27,033 | [1] | |||
Intersegment revenues | 138 | 82 | 386 | 165 | |||||||
AJLA [Member] | Segment [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment assets | 252,534 | 248,330 | 252,534 | 248,330 | |||||||
Segment expenditures for property, plant and equipment | 231 | 338 | 238 | 387 | |||||||
OEM [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment net revenues from external customers | 35,980 | 32,198 | 67,651 | 57,572 | |||||||
Segment depreciation and amortization | 1,059 | 957 | 1,964 | 1,834 | |||||||
Segment operating profit | 8,267 | [1] | 6,175 | [1] | 13,467 | [1] | 8,813 | [1] | |||
Intersegment revenues | 150 | 104 | 288 | 233 | |||||||
OEM [Member] | Segment [Member]
|
|||||||||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||||||||
Segment assets | 37,681 | 83,240 | 37,681 | 83,240 | |||||||
Segment expenditures for property, plant and equipment | $ 3,292 | $ 1,175 | $ 6,493 | $ 2,067 | |||||||
|
Financial Instruments (Narrative) (Detail) (USD $)
In Millions, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jul. 01, 2012
|
Dec. 31, 2011
|
|
Derivatives, Fair Value [Line Items] | ||
Amount deferred in accumulated other comprehensive loss associated with this interest rate swap, net of tax | $ 2.3 | |
Interest rate swap, notional amount designated as a hedge | 350 | |
Amount in accumulated other comprehensive income, reclassified as expense to the statement of income | $ 3.0 |
Impairment Of Goodwill (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | 3 Months Ended | |||
---|---|---|---|---|---|
Jul. 01, 2012
|
Apr. 01, 2012
|
Apr. 01, 2012
Vascular [Member]
|
Apr. 01, 2012
Anesthesia/Respiratory [Member]
|
Apr. 01, 2012
Cardiac [Member]
|
|
Goodwill [Line Items] | |||||
Impairment of goodwill | $ 332,128 | $ 332,000 | $ 220,000 | $ 107,000 | $ 5,000 |
Taxes On Income From Continuing Operations (Tables)
|
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2012
|
|||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule Of Effective Income Tax Rate |
|
Divestiture-Related Activities (Schedule Of Operating Results Of Operations Treated As Discontinued Operations) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
|
|||||||||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||||||||||||
Net revenues | $ 6,637 | $ 63,417 | $ 13,827 | $ 158,893 | ||||||||||
Costs and other expenses | 7,250 | 62,506 | 13,511 | 150,045 | ||||||||||
Goodwill impairment | 9,700 | [1] | 9,700 | [1] | ||||||||||
Gain (loss) on disposition | 2,264 | [2] | (4,504) | [2] | 2,264 | [2] | 52,269 | [2] | ||||||
Income (loss) from discontinued operations before income taxes | (8,049) | (3,593) | (7,120) | 61,117 | ||||||||||
Provision for income taxes | (3,682) | [3] | (6,982) | [3] | (3,358) | [3] | (6,966) | [3] | ||||||
Income (loss) from discontinued operations | (4,367) | 3,389 | (3,762) | 68,083 | ||||||||||
Less: Income from discontinued operations attributable to noncontrolling interest | 159 | 318 | ||||||||||||
Income (loss) from discontinued operations attributable to common shareholders | $ (4,367) | $ 3,230 | $ (3,762) | $ 67,765 | ||||||||||
|
Business Segment Information (Schedule Of Reconciliation Of Segment Expenditures For Property, Plant And Equipment To Condensed Consolidated Total Expenditures For Property, Plant And Equipment) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
|
|
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Expenditures for property, plant and equipment | $ 15,563 | $ 9,292 | $ 28,893 | $ 15,132 |
Segment [Member]
|
||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Expenditures for property, plant and equipment | 14,802 | 9,202 | 24,544 | 14,978 |
Corporate [Member]
|
||||
Segment Reporting, Other Significant Reconciling Item [Line Items] | ||||
Expenditures for property, plant and equipment | $ 761 | $ 90 | $ 4,349 | $ 154 |
Fair Value Measurement (Schedule Of Reconciliation Of Changes In Level 3 Financial Liabilities Measured At Fair Value On A Recurring Basis) (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
|
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Beginning balance | $ 9,676 | |
Initial estimate upon acquisition | 56,067 | 15,400 |
Payment | (7,000) | (6,000) |
Revaluations | (442) | 130 |
Translation adjustment | (71) | |
Ending balance | $ 58,230 | $ 9,530 |
Business Segment Information (Schedule Of Reconciliation Of Segment Operating Profit To Income From Continuing Operations Before Interest) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | |||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Apr. 01, 2012
|
Jun. 26, 2011
|
|||||||
Segment operating profit | $ 64,711 | [1] | $ 59,058 | [1] | $ 125,136 | [1] | $ 108,364 | [1] | |||
Goodwill impairment | (332,128) | (332,000) | |||||||||
Restructuring and other impairment charges | (321) | (3,176) | 1,004 | (3,771) | |||||||
Gain on sales of businesses and assets | 332 | 332 | |||||||||
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes | $ 64,722 | $ 55,882 | $ (205,656) | $ 104,593 | |||||||
|
Divestiture-Related Activities
|
6 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jul. 01, 2012
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Divestiture-Related Activities | Note 16—Divestiture-related activities When dispositions occur in the normal course of business, gains or losses on the sale of such businesses or assets are recognized in the income statement line item Gain on sales of businesses and assets. During the second quarter of 2012, the Company sold a building, with a net book value of zero, that had been classified as an asset held for sale and realized a gain of approximately $0.3 million.
Discontinued Operations On July 18, 2012, the Company announced that it has entered into a definitive agreement to sell the orthopedic business of its OEM Segment to Tecomet for $45.2 million. The transaction is subject to certain regulatory approvals and other customary closing conditions and is expected to close by the end of the third quarter of 2012. The current and prior period income statements and cash flows have been revised to present the orthopedic business as discontinued operations. The July 1, 2012 balance sheet contains the net assets and net liabilities of the orthopedic business, net of assets and liabilities retained by the Company, in the assets and liabilities held for sale. The December 31, 2011 balance sheet has not been changed. Additionally, the Company has recorded $1.2 million and $0.2 million of expense during the three and six months ended July 1, 2012, respectively, associated with retained liabilities related to businesses that have been divested. On December 2, 2011, the Company completed the sale of its business units that design, engineer and manufacture air cargo systems and air cargo containers and pallets to a subsidiary of AAR CORP for $280.0 million in cash and realized a gain of $126.8 million, net of tax, from the sale. In the second quarter of 2012, the Company received an additional $16.8 million in proceeds as a working capital adjustment pursuant to the terms of the agreement related to the sale of the business, which resulted in recognizing an additional gain on sale of $2.2 million, net of tax. These business units represented the sole remaining businesses in the Company’s former Aerospace Segment. On March 22, 2011, the Company completed the sale of its marine business to an affiliate of H.I.G. Capital, LLC for consideration of $123.1 million (consisting of $103.1 million in cash, plus a subordinated promissory note in the amount of $4.5 million and the assumption by the buyer of approximately $15.5 million in liabilities related to the marine business). Net assets transferred to the buyer in the sale included $1.5 million of cash, resulting in net cash proceeds to the Company of $101.6 million. The Company realized a gain of $57.3 million, net of tax benefits, from the sale of the business. As a result of the disposition, the Company realized accumulated losses from pension and postretirement obligations of approximately $8.4 million and cumulative translation gains of approximately $33.4 million as part of the gain on sale, resulting in a net change of approximately $25.0 million in accumulated other comprehensive income. The marine business consisted of the Company’s businesses that were engaged in the design, manufacture and distribution of steering and throttle controls and engine and drive assemblies for the recreational marine market, heaters for commercial vehicles and burner units for military field feeding appliances. The marine business represented the sole remaining business in the Company’s former Commercial Segment.
The following table presents the operating results of the operations that have been treated as discontinued operations for the periods presented:
Assets and Liabilities Held for Sale The table below provides information regarding assets and liabilities held for sale at July 1, 2012 and December 31, 2011. At July 1, 2012, the assets and liabilities held for sale included the Company’s orthopedic business and three buildings. These assets and liabilities are classified as current within the consolidated balance sheets as the Company expects these businesses to be sold within 12 months of July 1, 2012.
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Goodwill And Other Intangible Assets (Narrative) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2012
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Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
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Amortization expense of intangible assets | $ 10,700 | $ 10,700 | $ 21,202 | $ 21,375 |
Restructuring And Other Impairment Charges (Schedule Of Restructuring And Other Impairment Charges) (Detail) (USD $)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2012
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Jun. 26, 2011
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Jul. 01, 2012
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Jun. 26, 2011
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Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 1,875 | |||
Impairment charges | 3,061 | 3,061 | ||
Restructuring and other impairment charges | 321 | 3,176 | (1,004) | 3,771 |
2012 Restructuring Charges [Member]
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||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | 265 | 871 | ||
2007 Arrow Integration Program [Member]
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||||
Restructuring Cost and Reserve [Line Items] | ||||
Restructuring charges | $ 56 | $ 115 | $ (1,875) | $ 710 |
Condensed Consolidated Guarantor Financial Information (Tables)
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Jul. 01, 2012
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Schedule Of Condensed Consolidating Statements Of Income | TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
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Schedule Of Condensed Consolidating Balance Sheets | TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS
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Schedule Of Condensed Consolidating Statements Of Cash Flows | TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS
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Financial Instruments (Fair Values Of Derivative Instruments Designated As Hedging Instruments) (Detail) (USD $)
In Thousands, unless otherwise specified |
Jul. 01, 2012
|
Dec. 31, 2011
|
---|---|---|
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | $ 572 | $ 204 |
Total liability derivatives | 1,669 | 633 |
Other assets - current [Member] | Foreign Exchange Contract [Member]
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||
Derivatives, Fair Value [Line Items] | ||
Total asset derivatives | 572 | 204 |
Derivative Liabilities - Current [Member] | Foreign Exchange Contract [Member]
|
||
Derivatives, Fair Value [Line Items] | ||
Total liability derivatives | $ 1,669 | $ 633 |
Commitments And Contingent Liabilities (Schedule Of Estimated Product Warranty Liability) (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |||
---|---|---|---|---|
Jul. 01, 2012
|
||||
Product Warranty Liability [Line Items] | ||||
Balance | $ 7,935 | |||
Accruals for warranties issued in 2012 | 50 | |||
Settlements (cash and in kind) | (6,275) | |||
Accruals related to pre-existing warranties | (1,253) | [1] | ||
Translation | (2) | |||
Balance | $ 455 | |||
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Changes In Shareholders' Equity (Reconciliation Of Basic To Diluted Weighted Average Common Shares Outstanding) (Detail)
In Thousands, unless otherwise specified |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
|
|
Earnings Per Share Basic And Diluted By Common Class [Line Items] | ||||
Basic | 40,834 | 40,536 | 40,801 | 40,297 |
Dilutive shares assumed issued | 242 | 336 | 351 | |
Diluted | 41,076 | 40,872 | 40,801 | 40,648 |
Inventories (Schedule Of Inventories) (Detail) (USD $)
In Thousands, unless otherwise specified |
Jul. 01, 2012
|
Dec. 31, 2011
|
---|---|---|
Inventory [Line Items] | ||
Raw materials | $ 82,528 | $ 87,621 |
Work-in-process | 45,341 | 45,486 |
Finished goods | 186,694 | 198,587 |
Inventories, gross | 314,563 | 331,694 |
Less: Inventory reserve | (30,008) | (32,919) |
Inventories | $ 284,555 | $ 298,775 |
Condensed Consolidated Statements Of Changes In Equity (Parenthetical) (USD $)
|
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
Jul. 01, 2012
|
Jun. 26, 2011
|
|
Dividends per common share | $ 0.34 | $ 0.34 | $ 0.68 | $ 0.68 |
Changes In Shareholders' Equity (Schedule Of Accumulated Other Comprehensive Income) (Detail) (USD $)
In Thousands, unless otherwise specified |
6 Months Ended | |
---|---|---|
Jul. 01, 2012
|
Jun. 26, 2011
|
|
Divestiture of Marine | $ 8,427 | |
Discontinued operations | (37) | |
Cash Flow Hedges [Member]
|
||
Beginning balance, accumulated other comprehensive income (loss), net of tax | (7,257) | (15,262) |
Current-period other comprehensive income (loss) | 4,306 | 3,340 |
Discontinued operations | (15) | |
Ending balance, accumulated other comprehensive income (loss), net of tax | (2,951) | (11,937) |
Pension and Other Postretirement Benefit Plans [Member]
|
||
Beginning balance, accumulated other comprehensive income (loss), net of tax | (134,548) | (95,746) |
Current-period other comprehensive income (loss) | 2,336 | 5,619 |
Divestiture of Marine | 8,427 | |
Discontinued operations | (37) | |
Ending balance, accumulated other comprehensive income (loss), net of tax | (132,212) | (81,737) |
Foreign Currency Translation Adjustment [Member]
|
||
Beginning balance, accumulated other comprehensive income (loss), net of tax | (17,548) | 59,128 |
Current-period other comprehensive income (loss) | (35,544) | 61,840 |
Divestiture of Marine | (33,424) | |
Discontinued operations | 2,504 | |
Ending balance, accumulated other comprehensive income (loss), net of tax | (53,092) | 90,048 |
Accumulated Other Comprehensive Income (Loss) [Member]
|
||
Beginning balance, accumulated other comprehensive income (loss), net of tax | (159,353) | (51,880) |
Current-period other comprehensive income (loss) | (28,902) | 70,799 |
Divestiture of Marine | (24,997) | |
Discontinued operations | 2,452 | |
Ending balance, accumulated other comprehensive income (loss), net of tax | $ (188,255) | $ (3,626) |