Document
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 June 26, 2016
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.)
 
550 E. Swedesford Rd., Suite 400, Wayne, PA
 
19087
(Address of principal executive offices)
 
(Zip Code)
(610) 225-6800
(Registrant’s telephone number, including area code)
(None)
(Former Name, Former Address and Former Fiscal Year,
If Changed Since Last Report)
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 Exchange Act).   Yes  ¨    No  x
The registrant had 44,036,366 shares of common stock, par value $1.00 per share, outstanding as of July 25, 2016.




TELEFLEX INCORPORATED
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED JUNE 26, 2016
TABLE OF CONTENTS
 
  
Page
  
 
 
 
 
 
 
Item 1:
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
 
 
  
Item 2:
 
  
Item 3:
 
  
Item 4:
 
  
 
 
 
  
 
 
 
 
 
 
Item 1:
 
  
Item 1A:
 
  
Item 2:
 
  
Item 3:
 
  
Item 4:
 
 
Item 5:
 
  
Item 6:
 
  
 
 
 
  


1



PART I FINANCIAL INFORMATION
Item 1. Financial Statements
TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars and shares in thousands, except per share)
Net revenues
$
473,553

 
$
452,045

 
$
898,446

 
$
881,475

Cost of goods sold
217,154

 
218,808

 
416,900

 
425,601

Gross profit
256,399

 
233,237

 
481,546

 
455,874

Selling, general and administrative expenses
142,983

 
142,228

 
279,331

 
281,925

Research and development expenses
15,472

 
13,443

 
27,825

 
26,327

Restructuring charges
(119
)
 
580

 
9,849

 
5,028

Gain on sale of assets
(378
)
 

 
(1,397
)
 

Income from continuing operations before interest and taxes
98,441

 
76,986

 
165,938

 
142,594

Interest expense
11,907

 
16,207

 
25,691

 
33,379

Interest income
(129
)
 
(154
)
 
(209
)
 
(323
)
Loss on extinguishment of debt
19,261

 
10,454

 
19,261

 
10,454

Income from continuing operations before taxes
67,402

 
50,479

 
121,195

 
99,084

Taxes on income from continuing operations
8,007

 
5,280

 
10,620

 
14,612

Income from continuing operations
59,395

 
45,199

 
110,575

 
84,472

Operating income (loss) from discontinued operations
6

 
(145
)
 
(376
)
 
(644
)
(Benefit) taxes on loss from discontinued operations
(187
)
 
45

 
(257
)
 
249

Income (loss) from discontinued operations
193

 
(190
)
 
(119
)
 
(893
)
Net income
59,588

 
45,009

 
110,456

 
83,579

Less: Income from continuing operations attributable to
noncontrolling interest
285

 
446

 
464

 
664

Net income attributable to common shareholders
$
59,303

 
$
44,563

 
$
109,992

 
$
82,915

Earnings per share available to common shareholders:
 
 
 
 
 
 
 
Basic:
 
 
 
 
 
 
 
Income from continuing operations
$
1.36

 
$
1.08

 
$
2.58

 
$
2.02

Income (loss) from discontinued operations

 
(0.01
)
 

 
(0.02
)
Net income
$
1.36

 
$
1.07

 
$
2.58

 
$
2.00

Diluted:
 
 
 
 
 
 
 
Income from continuing operations
$
1.25

 
$
0.93

 
$
2.29

 
$
1.76

Income (loss) from discontinued operations
0.01

 

 

 
(0.02
)
Net income
$
1.26

 
$
0.93

 
$
2.29

 
$
1.74

Dividends per share
$
0.34

 
$
0.34

 
$
0.68

 
$
0.68

Weighted average common shares outstanding
 
 
 
 
 
 
 
Basic
43,549

 
41,560

 
42,598

 
41,514

Diluted
47,246

 
48,081

 
48,014

 
47,688

Amounts attributable to common shareholders:
 
 
 
 
 
 
 
Income from continuing operations, net of tax
$
59,110

 
$
44,753

 
$
110,111

 
$
83,808

Income (loss) from discontinued operations, net of tax
193

 
(190
)
 
(119
)
 
(893
)
Net income
$
59,303

 
$
44,563

 
$
109,992

 
$
82,915

The accompanying notes are an integral part of the condensed consolidated financial statements.

2



TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(Unaudited)
 
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
Net income
$
59,588

 
$
45,009

 
$
110,456

 
$
83,579

Other comprehensive (loss) income, net of tax:
 
 
 
 
 
 
 
Foreign currency translation, net of tax of $1,526, $(5,334), $(2,651) and $18,104 for the three and six month periods, respectively
(9,237
)
 
21,203

 
11,218

 
(61,887
)
Pension and other postretirement benefit plans adjustment, net of tax of $(641), $(399), $(1,270) and $(1,285) for the three and six month periods, respectively
1,246

 
531

 
2,484

 
2,437

Derivatives qualifying as hedges, net of tax of $984, $461, $605 and $436 for the three and six month periods, respectively
(496
)
 
(803
)
 
984

 
(759
)
Other comprehensive (loss) income, net of tax:
(8,487
)
 
20,931

 
14,686

 
(60,209
)
Comprehensive income
51,101

 
65,940

 
125,142

 
23,370

Less: comprehensive income attributable to noncontrolling interest
239

 
391

 
397

 
670

Comprehensive income attributable to common shareholders
$
50,862

 
$
65,549

 
$
124,745

 
$
22,700


The accompanying notes are an integral part of the condensed consolidated financial statements.

3



TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
 
 
June 26, 2016
 
December 31, 2015
 
(Dollars in thousands)
ASSETS
 
 
 
Current assets
 
 
 
Cash and cash equivalents
$
476,490

 
$
338,366

Accounts receivable, net
273,530

 
262,416

Inventories, net
338,465

 
330,275

Prepaid expenses and other current assets
35,841

 
34,915

Prepaid taxes
30,369

 
30,895

Assets held for sale
7,026

 
6,972

Total current assets
1,161,721

 
1,003,839

Property, plant and equipment, net
314,665

 
316,123

Goodwill
1,301,348

 
1,295,852

Intangible assets, net
1,175,098

 
1,199,975

Investments in affiliates
244

 
152

Deferred tax assets
1,985

 
2,341

Other assets
45,146

 
53,492

Total assets
$
4,000,207

 
$
3,871,774

LIABILITIES AND EQUITY
 
 
 
Current liabilities
 
 
 
Current borrowings
$
173,952

 
$
417,350

Accounts payable
72,787

 
66,305

Accrued expenses
63,396

 
64,017

Current portion of contingent consideration
7,453

 
7,291

Payroll and benefit-related liabilities
71,059

 
84,658

Accrued interest
5,688

 
7,480

Income taxes payable
12,957

 
8,059

Other current liabilities
16,512

 
8,960

Total current liabilities
423,804

 
664,120

Long-term borrowings
907,930

 
641,850

Deferred tax liabilities
317,327

 
315,983

Pension and postretirement benefit liabilities
143,992

 
149,441

Noncurrent liability for uncertain tax positions
26,415

 
40,400

Other liabilities
59,171

 
48,887

Total liabilities
1,878,639

 
1,860,681

Commitments and contingencies

 

Total common shareholders' equity
2,119,350

 
2,009,272

Noncontrolling interest
2,218

 
1,821

Total equity
2,121,568

 
2,011,093

Total liabilities and equity
$
4,000,207

 
$
3,871,774


The accompanying notes are an integral part of the condensed consolidated financial statements.


4



TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
Cash flows from operating activities of continuing operations:
 
 
 
Net income
$
110,456

 
$
83,579

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Loss from discontinued operations
119

 
893

Depreciation expense
26,609

 
22,385

Amortization expense of intangible assets
31,397

 
29,826

Amortization expense of deferred financing costs and debt discount
6,554

 
8,421

Loss on extinguishment of debt
19,261

 
10,454

Gain on sale of assets
(1,397
)
 

Changes in contingent consideration
1,242

 
(2,293
)
Stock-based compensation
7,949

 
7,126

Deferred income taxes, net
(1,292
)
 
625

Other
(1,970
)
 
(6,301
)
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
 
 
 
Accounts receivable
(10,237
)
 
(17,984
)
Inventories
(3,284
)
 
(16,895
)
Prepaid expenses and other current assets
238

 
921

Accounts payable and accrued expenses
(3,500
)
 
(2,966
)
Income taxes receivable and payable, net
(657
)
 
(8,203
)
   Net cash provided by operating activities from continuing operations
181,488

 
109,588

Cash flows from investing activities of continuing operations:
 
 
 
Expenditures for property, plant and equipment
(19,535
)
 
(31,321
)
Proceeds from sale of assets
3,985

 

Payments for businesses and intangibles acquired, net of cash acquired
(3,117
)
 
(37,559
)
Investment in affiliates

 

Net cash used in investing activities from continuing operations
(18,667
)
 
(68,880
)
Cash flows from financing activities of continuing operations:
 
 
 
Proceeds from new borrowings
665,000

 
288,100

Reduction in borrowings
(656,479
)
 
(250,981
)
Debt extinguishment, issuance and amendment fees
(8,182
)
 
(8,746
)
Net proceeds from share based compensation plans and the related tax impacts
6,593

 
4,843

Payments to noncontrolling interest shareholders

 
(832
)
Payments for contingent consideration
(133
)
 
(3,989
)
Dividends paid
(28,998
)
 
(28,234
)
Net cash (used in) provided by financing activities from continuing operations
(22,199
)
 
161

Cash flows from discontinued operations:
 
 
 
Net cash used in operating activities
(1,183
)
 
(1,363
)
Net cash used in discontinued operations
(1,183
)
 
(1,363
)
Effect of exchange rate changes on cash and cash equivalents
(1,315
)
 
(17,732
)
Net increase in cash and cash equivalents
138,124

 
21,774

Cash and cash equivalents at the beginning of the period
338,366

 
303,236

Cash and cash equivalents at the end of the period
$
476,490

 
$
325,010

 
 
 
 
Non cash financing activities of continuing operations:
 
 
 
Settlement and exchange of convertible notes with common or treasury stock  
$
35,197

 
$
38

Acquisition of treasury stock associated with settlement and exchange of convertible note hedge and warrant agreements                                                    
$
85,895

 
$
71


The accompanying notes are an integral part of the condensed consolidated financial statements.

5



TELEFLEX INCORPORATED
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(Unaudited)
 
 
 
 
 
 
 
Accumulated
Other
Comprehensive
Loss
 
 
 
Common Stock
 
Additional
Paid In
Capital
 
Retained
Earnings
 
 
Treasury Stock
 
Noncontrolling
Interest
 
Total
Equity
 
Shares
 
Dollars
 
 
 
 
Shares
 
Dollars
 
 
 
(Dollars and shares in thousands, except per share)
Balance at December 31, 2015
43,517

 
$
43,517

 
$
440,127

 
$
2,016,176

 
$
(371,124
)
 
1,908

 
$
(119,424
)
 
$
1,821

 
$
2,011,093

Net income
 
 
 

 
 

 
109,992

 
 

 
 

 
 

 
464

 
110,456

Cash dividends ($0.68 per share)
 

 
 

 
 

 
(28,998
)
 
 

 
 

 
 

 
 

 
(28,998
)
Other comprehensive income (loss)
 

 
 

 
 

 
 

 
14,753

 
 

 
 

 
(67
)
 
14,686

Settlements of convertible notes
2,168

 
2,168

 
(31,913
)
 
 

 
 

 
(429
)
 
33,043

 
 
 
3,298

Settlements of note hedges associated with convertible notes and warrants
 
 
 
 
85,895

 
 
 
 
 
314

 
(85,895
)
 
 

 

Shares issued under compensation plans
96

 
96

 
10,264

 
 

 
 

 
(42
)
 
597

 
 

 
10,957

Deferred compensation
 

 
 

 
 

 
 

 
 

 
(2
)
 
76

 
 

 
76

Balance as of June 26, 2016
45,781

 
$
45,781

 
$
504,373

 
$
2,097,170

 
$
(356,371
)
 
1,749

 
$
(171,603
)
 
$
2,218

 
$
2,121,568

The accompanying notes are an integral part of the condensed consolidated financial statements.

6


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)



Note 1 — Basis of presentation
The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries are prepared on the same basis as the annual consolidated financial statements.
In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and with Rule 10-01 of Securities and Exchange Commission ("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 the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. 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 the Company's annual consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from the Company's 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, the Company's quarterly condensed consolidated financial statements should be read in conjunction with the consolidated financial statements included in the Company's Annual Report on Form 10-K for the year ended December 31, 2015.
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 2 — New accounting standards
In May 2014, the Financial Accounting Standards Board ("FASB"), in a joint effort with the International Accounting Standards Board ("IASB"), issued new accounting guidance to clarify the principles for recognizing revenue.  The new guidance is designed to enhance the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and will affect any entity that enters into contracts with customers or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards.  The new guidance establishes principles for reporting information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity's contracts with customers.  The core principle of the new guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued an amendment to the new guidance that defers the effective date. The amendment provides that the new guidance is effective prospectively for annual periods beginning after December 15, 2017 and interim periods within those years; early application is permitted for annual periods beginning after December 15, 2016. The Company is currently evaluating this guidance to determine its impact on the Company’s results of operations, cash flows and financial position.
In April 2015, the FASB issued guidance for the reporting of debt issuance costs within the balance sheet. Under the new guidance, debt issuance costs related to term loans are to be presented in the balance sheet as a direct deduction from the associated debt liability, consistent with the presentation of a debt discount. Previously, debt issuance costs were presented as a deferred charge (i.e., an asset) on the balance sheet. The guidance provides uniform treatment for debt issuance costs and debt discounts and eliminates inconsistencies that previously existed with other FASB guidance. The Company retrospectively adopted this guidance as of January 1, 2016.
In February 2016, the FASB issued guidance that will change the requirements for accounting for leases. The principal change under the new accounting guidance is that lessees under leases classified as operating leases will recognize a right-of-use asset and a lease liability. Current lease accounting does not require lessees to recognize assets and liabilities arising under operating leases on the balance sheet. Under the new guidance, lessees (including lessees under leases classified as finance leases and operating leases) will recognize a right-to-use asset and a lease

7


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


liability on the balance sheet, initially measured as the present value of lease payments under the lease. Expense recognition and cash flow presentation guidance will be based upon whether the lease is classified as an operating lease or a finance lease (the classification criteria for distinguishing between finance leases and operating leases is substantially similar to the classification criteria for distinguishing between capital leases and operating leases under current guidance). The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements; the guidance provides certain practical expedients. The Company is currently evaluating this guidance to determine its impact on the Company’s results of operations, cash flows and financial position.
In March 2016, the FASB issued new guidance designed to simplify several aspects of the accounting for share-based payment transactions, including guidance providing generally that excess tax benefits related to share-based awards should be recorded as a reduction to income tax expense (currently, excess tax benefits generally are recorded as additional-paid-in-capital) and addressing other, related guidance on accounting for income taxes with respect to share-based payment awards; providing generally that excess tax benefits related to share-based awards should be classified along with other income tax cash flows as an operating activity (currently, excess tax benefits generally are separated from other income tax cash flows and classified as a financing activity); providing that an entity may make an accounting policy election either to base compensation cost accruals on the number of awards expected to vest (as required by current guidance) or to account for forfeitures when they occur; modifying the current exception to liability classification such that partial cash settlement of an award for tax withholding purposes would not result, by itself, in liability classification of the award if the amount withheld does not exceed the maximum statutory tax rate in the employees' applicable jurisdictions (currently, an award cannot qualify for equity classification, rather than liability classification, if the amount withheld exceeds the minimum statutory withholding requirements); and providing that cash paid by an employer when directly withholding shares for tax withholding purposes should be classified as a financing activity on the statement of cash flows (currently there is no authoritative guidance addressing this classification issue). The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted (if early adoption occurs in an interim period, any adjustments will be reflected as of the beginning of the fiscal year that includes the interim period). Depending on the particular issue addressed by the guidance, application of the guidance will be made prospectively, retrospectively or subject to a retrospective transition method. We are currently evaluating the potential impact of adopting this guidance on the Company's results of operations, cash flows and financial position.
From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by the Company as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. The Company has assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believes the new guidance will not have a material impact on the Company’s results of operations, cash flows or financial position.
 
Note 3 — Restructuring charges
2016 Manufacturing Footprint Realignment Plan
On February 23, 2016, the Board of Directors of the Company approved a restructuring plan (the “2016 Plan") designed to reduce costs, improve operating efficiencies and enhance the Company’s long term competitive position.  The 2016 Plan, which was developed in response to continuing cost pressures in the healthcare industry, involves the consolidation of operations and a related workforce reduction at certain of the Company’s facilities, and will primarily involve the relocation of certain manufacturing operations and relocation and outsourcing of certain distribution operations. These actions commenced in the quarter ended March 27, 2016 and are expected to be substantially completed by the end of 2018.
The Company estimates that it will incur aggregate pre-tax charges in connection with the 2016 Plan of between approximately $34 million to $44 million, of which an estimated $27 million to $31 million are expected to result in future cash outlays. Most of these charges, and the related cash outlays, are expected to be made prior to the end of 2018.

8


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The following table provides a summary of the Company's current cost estimates for each major expense category associated with the 2016 Plan:
Type of expense
Total estimated amount expected to be incurred
 
 
Employee termination benefits
$14 million to $18 million
Facility closure and other exit costs (1)
$2 million to $3 million
Accelerated depreciation charges
$10 million to $13 million
Other (2)
$8 million to $10 million
 
$34 million to $44 million
(1)    Includes costs to transfer product lines among facilities, legal, outplacement and employee relocation costs.
(2)     Consists of other costs directly related to the 2016 Plan, including project management and other regulatory costs.
The Company recorded charges of $1.8 million during the three months ended June 26, 2016 related to the 2016 Plan consisting of accelerated depreciation and other costs, which primarily were recorded as cost of goods sold.
The Company recorded $12.8 million during the six months ended June 26, 2016 related to the 2016 Plan, of which $10.4 million related to employee termination benefits and was recorded as restructuring expense, and $2.4 million, related to accelerated depreciation and other costs, which primarily were recorded as cost of goods sold.
As the 2016 Plan progresses, management will reevaluate the estimated expenses set forth above, and may revise its estimates, as appropriate, consistent with GAAP.
2015 Restructuring Programs
During 2015, the Company committed to programs associated with the reorganization of certain of its businesses and the consolidation of certain of its facilities in North America. As of June 26, 2016, the Company has incurred net aggregate restructuring charges related to the plan of $6.3 million. As of June 26, 2016, the Company has a reserve of $0.8 million related to these programs.
2014 Manufacturing Footprint Realignment Plan
In April 2014, the Board of Directors approved a restructuring plan (the “2014 Manufacturing Footprint Realignment Plan”) involving the consolidation of operations and a related reduction in workforce at certain of the Company’s facilities, and the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations.

The Company recorded charges of $2.4 million and $4.0 million for the three and six months ended June 26, 2016, respectively, related to the 2014 Manufacturing Footprint Realignment Plan. Of this amount, $2.3 million and $4.4 million for the three and six months ended June 26, 2016, respectively, were recorded in costs of goods sold, and related to accelerated depreciation and certain other costs. For the three month ended June 26, 2016, the charges also included $0.1 million in restructuring expense. During the six months ended June 26, 2016, the Company recorded a net reversal of restructuring expense of $0.4 million. As of June 26, 2016, the Company has incurred net aggregate restructuring charges related to the plan of $10.5 million. Additionally, as of June 26, 2016, the Company has incurred net aggregate accelerated depreciation and certain other costs in connection with the plan of $18.8 million, which were primarily included in cost of goods sold. As of June 26, 2016, the Company has a restructuring reserve of $6.3 million in connection with the plan, all of which relates to termination benefits.

For additional information on the Company's restructuring programs, see Note 4 to the Company's consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2015.

9


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The restructuring charges recognized for the three and six months ended June 26, 2016 and June 28, 2015 consisted of the following: 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 26, 2016
 
 
 
 
 
 
 
 
 
(in thousands)
Termination Benefits
 
Facility Closure Costs
 
Contract Termination Costs
 
Other Exit Costs
 
Total
2016 Manufacturing footprint realignment plan
$
(279
)
 
$

 
$

 
$
286

 
$
7

2015 Restructuring programs
(442
)
 
55

 
115

 
25

 
(247
)
2014 Manufacturing footprint realignment plan
112

 

 

 
9

 
121

Total restructuring charges
$
(609
)
 
$
55

 
$
115

 
$
320

 
$
(119
)
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 28, 2015
 
 
 
 
 
 
 
 
 
(in thousands)
Termination Benefits
 
Facility
Closure
Costs
 
Contract Termination Costs
 
Other Exit Costs
 
Total
 
 
 
 
 
 
 
 
 
 
2015 Restructuring programs
$
9

 
$
63

 
$
24

 
$
46

 
$
142

2014 Manufacturing footprint realignment plan
75

 
204

 
228

 

 
507

Other restructuring programs - prior years (1)
(96
)
 

 
9

 
18

 
(69
)
Total restructuring charges
$
(12
)
 
$
267

 
$
261

 
$
64

 
$
580

Six Months Ended June 26, 2016
 
 
 
 
 
 
 
 
 
(in thousands)
Termination Benefits
 
Facility
Closure
Costs
 
Contract Termination Costs
 
Other Exit Costs
 
Total
2016 Manufacturing footprint realignment plan
$
10,068

 
$

 
$

 
$
286

 
$
10,354

2015 Restructuring programs
(399
)
 
178

 
93

 
118

 
(10
)
2014 Manufacturing footprint realignment plan
(426
)
 

 

 
11

 
(415
)
Other restructuring programs - prior years (1)

 

 
(86
)
 
6

 
(80
)
Total restructuring charges
$
9,243

 
$
178

 
$
7

 
$
421

 
$
9,849

 
Six Months Ended June 28, 2015
 
 
 
 
 
 
 
 
 
(in thousands)
Termination Benefits
 
Facility Closure Costs
 
Contract Termination Costs
 
Other Exit Costs
 
Total
2015 Restructuring programs
$
3,559

 
$
129

 
$
645

 
$
47

 
$
4,380

2014 Manufacturing footprint realignment
212

 
230

 
228

 

 
670

Other restructuring programs - prior years (1)
(85
)
 

 
28

 
35

 
(22
)
Total restructuring charges
$
3,686

 
$
359

 
$
901

 
82

 
$
5,028

(1)
Other restructuring programs - prior years includes the 2014 European Restructuring Plan, the Other 2014 restructuring programs, the 2013 Restructuring programs and the LMA restructuring program. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2015.
Termination benefits include estimated employee retention, severance and benefit payments for terminated employees.

10


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Facility closure costs include general operating costs incurred subsequent to production shutdown as well as legal costs, equipment relocation and other associated costs.
Contract termination costs include costs associated with terminating existing leases and distributor agreements.
Other costs include outplacement and employee relocation costs and other employee-related costs.
Restructuring charges by reportable operating segment for the three and six months ended June 26, 2016 and June 28, 2015 are set forth in the following table:   
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
 
(Dollars in thousands)
Restructuring charges
 
 
 
 
 
 
 
Vascular North America
$
351

 
$
520

 
$
4,514

 
$
2,783

Anesthesia North America
364

 
(2
)
 
2,239

 
534

Surgical North America

 

 
(20
)
 
246

EMEA
(949
)
 
(43
)
 
2,923

 
(75
)
Asia
(2
)
 
1

 

 
1

OEM
(1
)
 

 
4

 

All other
118

 
104

 
189

 
1,539

Total restructuring charges
$
(119
)
 
$
580

 
$
9,849

 
$
5,028


Note 4 — Inventories, net
Inventories as of June 26, 2016 and December 31, 2015 consisted of the following:
 
June 26, 2016
 
December 31, 2015
 
(Dollars in thousands)
Raw materials
$
79,199

 
$
76,037

Work-in-process
57,129

 
60,218

Finished goods
239,161

 
230,536

 
375,489

 
366,791

Less: inventory reserve
(37,024
)
 
(36,516
)
Inventories, net
$
338,465

 
$
330,275

 
Note 5 — Goodwill and other intangible assets, net
The following table provides information relating to changes in the carrying amount of goodwill by reportable segment for the six months ended June 26, 2016:
 
Vascular
North America

Anesthesia
North America

Surgical
North America

EMEA

Asia
 
OEM

All
Other

Total
 
(Dollars in thousands)
Balance as of December 31, 2015
$
345,546


$
141,122


$
250,912


$
306,009


$
141,067

 
$
1,194


$
110,002


$
1,295,852

Currency translation adjustment


405




367


6,864

 


(2,140
)

5,496

Balance as of June 26, 2016
$
345,546

 
$
141,527

 
$
250,912

 
$
306,376

 
$
147,931

 
$
1,194

 
$
107,862

 
$
1,301,348


11


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The following table provides information as of June 26, 2016 and December 31, 2015 regarding the gross carrying amount of, and accumulated amortization relating to, intangible assets, net:
 
Gross Carrying Amount
 
Accumulated Amortization
 
June 26, 2016
 
December 31, 2015
 
June 26, 2016
 
December 31, 2015
 
(Dollars in thousands)
Customer relationships
$
624,851

 
$
621,078

 
$
(228,493
)
 
$
(214,924
)
In-process research and development
58,614

 
58,908

 

 

Intellectual property
523,189

 
522,374

 
(189,454
)
 
(173,903
)
Distribution rights
23,340

 
23,279

 
(15,005
)
 
(14,393
)
Trade names
387,388

 
384,821

 
(11,466
)
 
(8,929
)
Non-compete agreements
2,846

 
2,186

 
(712
)
 
(522
)
 
$
1,620,228

 
$
1,612,646

 
$
(445,130
)
 
$
(412,671
)
In May 2012, the Company acquired Semprus BioSciences Corp. ("Semprus"), a biomedical research and development company that developed a polymer surface treatment technology intended to reduce thrombus related complications.  As previously disclosed, the Company experienced difficulties with respect to the development of the Semprus technology, and devoted further research and testing towards attempting to resolve the issue. As a result of these efforts, the Company believes it has resolved the issue and is focused on seeking regulatory approval and engaging in additional research and development efforts to achieve commercialization of the technology. Despite the progress made since these issues were first identified, significant challenges to commercialization of the Semprus technology remain, and the Company ultimately may find it necessary to recognize impairment charges with respect to the related assets, which could be material. As of June 26, 2016, the Company has in-process research and development intangible assets of $41.0 million related to this investment, which is recorded in intangible assets, net.
Amortization expense related to intangible assets was $16.0 million and $15.1 million for the three months ended June 26, 2016 and June 28, 2015, respectively, and $31.4 million and $29.8 million for the six months ended June 26, 2016 and June 28, 2015, respectively.
 

12


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Note 6 — Borrowings
The Company's borrowings at June 26, 2016 and December 31, 2015 are as follows:
 
June 26, 2016
 
December 31, 2015
 
(Dollars in thousands)
Senior Credit Facility:
 
 
 
Revolving credit facility, at a rate of 1.95% at June 26, 2016, due 2018
$
268,000

 
$
396,000

3.875% Convertible Senior Subordinated Notes due 2017
136,162

 
399,641

4.875% Senior Notes due 2026
400,000

 

5.25% Senior Notes due 2024
250,000

 
250,000

Securitization program, at a rate of 1.20% at June 26, 2016
43,300

 
43,300


1,097,462

 
1,088,941

Less: Unamortized debt discount on 3.875% Convertible Senior Subordinated Notes due 2017
(4,956
)
 
(22,999
)
Less: Unamortized debt issuance costs
(10,624
)
 
(6,742
)
 
1,081,882


1,059,200

Current borrowings
(173,952
)
 
(417,350
)
Long-term borrowings
$
907,930

 
$
641,850

4.875% Senior Notes
On May 16, 2016, the Company issued $400.0 million of 4.875% Senior Notes due 2026 (the "2026 Notes"). The Company will pay interest on the 2026 Notes semi-annually on June 1 and December 1, commencing on December 1, 2016, at a rate of 4.875% per year. The 2026 Notes mature on June 1, 2026 unless earlier redeemed by the Company at its option, as described below, or purchased by the Company at the holder’s option under specified circumstances following a Change of Control or Asset Sale (each as defined in the Indenture related to the 2026 Notes) or upon the Company’s election to exercise its optional redemption rights, as described below. The Company incurred transaction fees of approximately $6.2 million, including underwriters’ discounts and commissions in connection with the offering of the 2026 Notes, which were recorded as a reduction to long-term borrowings and are being amortized over the term of the 2026 Notes. The Company used the net proceeds from the offering to repay borrowings under the Company’s revolving credit facility.
The Company's obligations under the 2026 Notes are fully and unconditionally guaranteed, jointly and severally, by each of the Company’s existing and future 100% owned domestic subsidiaries that is a guarantor or other obligor under the Company’s revolving credit facility and by certain of the Company’s other 100% owned domestic subsidiaries.
At any time on or after June 1, 2021, the Company may, on one or more occasions, redeem some or all of the 2026 Notes at a redemption price of 102.438% of the principal amount of the 2026 Notes subject to redemption, declining, in annual increments of 0.813%, to 100% of the principal amount on June 1, 2024, plus accrued and unpaid interest. In addition, at any time prior to June 1, 2021, the Company may, on one or more occasions, redeem some or all of the 2026 Notes at a redemption price equal to 100% of the principal amount of the 2026 Notes redeemed, plus a “make-whole” premium and any accrued and unpaid interest. The “make-whole” premium is the greater of (a) 1.0% of the principal amount of the 2026 Notes subject to redemption or (b) the excess, if any, over the principal amount of the 2026 Notes of the present value, on the redemption date of the sum of (i) the June 1, 2021 optional redemption price plus (ii) all required interest payments on the 2026 Notes through June 1, 2021 (other than accrued and unpaid interest to the redemption date), generally computed using a discount rate equal to the yield to maturity of U.S. Treasury securities with a constant maturity for the period most nearly equal to the period from the redemption date to June 1, 2021, plus 50 basis points.
In addition, at any time prior to June 1, 2019, the Company may, on one or more occasions, redeem up to 40% of the aggregate principal amount of the 2026 Notes, using the proceeds of specified types of Company equity offerings

13


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


and subject to specified conditions, at a redemption price equal to 104.875% of the principal amount of the Notes redeemed, plus accrued and unpaid interest.
The 2026 Notes contain covenants that, among other things, limit or restrict the Company’s ability, and the ability of its subsidiaries, to incur additional debt, or issue preferred stock or other disqualified stock; create liens; pay dividends, make investments or make other restricted payments; sell assets; merge, consolidate, sell or otherwise disposes of all or substantially all of the Company's assets; or enter into transactions with the Company's affiliates.
3.875% Convertible Senior Subordinated Notes
For a discussion regarding the classification of the Convertible Notes as a current liability, see Note 8 to the Company's consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2015.
Exchange Transactions
On April 4, 2016, pursuant to separate, privately negotiated agreements between the Company and certain of the holders (the "Holders") of its 3.875% Convertible Senior Subordinated Notes due 2017 (the "Convertible Notes"), the Company paid cash and common stock (the "Exchange Consideration") to the Holders in exchange for $219.2 million aggregate principal amount of the Convertible Notes (the "Exchange Transactions"). The Exchange Consideration paid to the Holders per $1,000 principal amount of Convertible Notes is equal to: (i) $1,000 in cash, (ii) a number of shares of the Company’s common stock equal to the amount of the conversion value of the Convertible Notes in excess of the $1,000 principal amount (the "Conversion Shares"), calculated on the basis of the average daily volume weighted average price (the "Average Daily VWAP") per share of Company common stock over a specified period , (iii) an inducement payment in additional shares of common stock (the "Inducement Shares"), calculated based on the Average Daily VWAP and (iv) cash in an amount equal to accrued and unpaid interest to, but not including, the closing date. As a result of the Exchange Transactions, the Company paid the Holders aggregate cash consideration of $220.7 million (which includes $1.5 million in accrued but previously unpaid interest) and issued and delivered to the Holders 2.17 million shares of Company common stock (including both Conversion Shares and Inducement Shares).The Company funded the $220.7 million cash payment constituting part of the Exchange Consideration through borrowings under its revolving credit agreement. The issuance of the shares of the Company’s common stock to the Holders pursuant to the Exchange Transactions was made pursuant to the exemption from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act"), under Section 3(a)(9) of the Securities Act. As a result of the Exchange Transactions, the Company recognized a loss on extinguishment of debt of $16.3 million.
In connection with entering into the Exchange Transactions, the Company also entered into bond hedge unwind agreements (the "Hedge Unwind Agreements") with the dealer counterparties to the convertible note hedge transactions related to the Convertible Notes. Under the Hedge Unwind Agreements, the number of call options subject to the Convertible Note hedge transactions was reduced to reflect proportionately the reduction in the outstanding principal amount of the Convertible Notes following the Exchange Transactions. In addition, the Company entered into warrant unwind agreements (the “Warrant Unwind Agreements”) with the dealer counterparties to reduce the number of warrants initially issued to the dealer counterparties, also in connection with the initial issuance of the Convertible Notes. On a net basis, after giving effect to the Hedge Unwind Agreements and Warrant Unwind Agreements, the Company received 0.3 million shares of Company common stock from such dealer counterparties.
Conversions
During the second quarter of 2016, the Company made settlement with respect to conversion notices previously received by the Company in respect of $44.3 million in aggregate principal amount of the Convertible Notes (the "Converted Notes"). In accordance with the terms of the supplemental indenture relating to the Convertible Notes, the Company elected to deliver to the holders of the Converted Notes (the "Converting Holders") a combination of cash and shares of Company common stock, based on the conversion methodology set forth in the supplemental indenture. The Company provided the Converting Holders, in the aggregate, $44.3 million in cash and 0.4 million shares of Company common stock. As a result of the conversions, the Company recognized a loss on extinguishment of debt of $3.0 million.

14


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Under the terms of the agreements related to the Convertible Note hedge transactions, and in connection with the conversions described above, the counterparties to the Convertible Note hedge transactions delivered to the Company a number of shares of Company common stock equal to the number of shares of Company common stock delivered to the Converting Holders. Additionally, the Company entered into warrant unwind agreements with the dealer counterparties to reduce the number of warrants initially issued. The Company received 0.4 million shares of Company common stock to the dealer counterparties in connection with the warrant unwind agreements.

Repayment of Revolving Credit Facility Borrowings
In July 2016, we repaid $50.0 million of borrowings under the revolving credit agreement using available cash.

Fair Value of Long-Term Borrowings
To determine the fair value of the debt categorized as Level 2 in the table below, the Company uses a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality and risk profile. The Company’s implied credit rating is a factor in determining the market interest yield curve. The following table provides the fair value of the Company’s debt as of June 26, 2016 and December 31, 2015, categorized by the level of inputs within the fair value hierarchy used to measure fair value (see Note 10, “Fair value measurement,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 for further information):
 
 
June 26, 2016
 
December 31, 2015
 
(Dollars in thousands)
Level 1
$
389,423

 
$
858,709

Level 2
987,010

 
687,072

Total
$
1,376,433

 
$
1,545,781


Note 7 — Financial instruments
Foreign Currency Forward Contracts Designated as Cash Flow Hedges
The Company uses derivative instruments for risk management purposes. Foreign currency forward contracts are used to manage foreign currency transaction exposure. These derivative instruments are designated as cash flow hedges and are recorded on the condensed consolidated balance sheet at fair market value. The effective portion of the gains or losses on derivatives is reported as a component of other comprehensive loss and thereafter is recognized in the condensed consolidated statement of income in the 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, if any, are recognized in the condensed consolidated statement of income in the period in which such gains and losses occur.
Non-designated Foreign Currency Forward Contracts

During the third quarter 2015, the Company began using foreign currency forward contracts as a part of its strategy to manage exposure related to near term foreign currency denominated monetary assets and liabilities. These currency forward contracts are not designated as cash flow, fair value or net investment hedges; therefore, the changes in fair value are recorded in the condensed consolidated statement of income as a selling, general and administrative expense. The Company enters into foreign currency forward contracts for periods consistent with currency transaction exposures, approximately one month. For the three and six months ended June 26, 2016, the Company recognized a loss related to non-designated foreign currency forward contracts of $1.3 million and $1.6 million, respectively.


15


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The following table presents the location and fair value of derivative financial instruments reported in the condensed consolidated balance sheet as of June 26, 2016 and December 31, 2015:
 
June 26, 2016
 
December 31, 2015
 
Fair Value
 
Fair Value
 
(Dollars in thousands)
Asset derivatives:
 
 
 
Designated foreign currency forward contracts
$
1,211

 
$
285

Non-designated foreign currency forward contracts
455

 
44

Prepaid expenses and other current assets
$
1,666

 
$
329

Total asset derivatives
$
1,666

 
$
329

Liability derivatives:
 
 
 
Designated foreign currency forward contracts
$
3,366

 
$
807

Non-designated foreign currency forward contracts
1,406

 
491

Other current liabilities
$
4,772

 
$
1,298

Total liability derivatives
$
4,772

 
$
1,298

The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of June 26, 2016 and December 31, 2015 was $162.9 million and $49.5 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of June 26, 2016 and December 31, 2015 was $75.6 million and $69.1 million, respectively. All open foreign currency forward contracts as of June 26, 2016 have durations of nine months or less.
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 (loss) (“OCI”) for the three and six months ended June 26, 2016 and June 28, 2015:
 
After Tax Gain (Loss) Recognized in OCI
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
Foreign currency forward contracts
$
(496
)
 
$
(803
)
 
$
984

 
$
(759
)
Total
$
(496
)
 
$
(803
)
 
$
984

 
$
(759
)
 
See Note 9 for information on the location in the condensed consolidated statements of income and amount of losses/(gains) attributable to derivatives that were reclassified from accumulated other comprehensive loss (“AOCL”) to expense (income), net of tax.
There was no ineffectiveness related to the Company’s hedging derivatives during the three and six months ended June 26, 2016 and June 28, 2015.

Concentration of Credit Risk
Concentrations of credit risk with respect to trade accounts receivable are generally limited due to the Company’s large number of customers and their diversity across many geographic areas. A portion of the Company’s trade accounts receivable outside the United States, however, include sales to government-owned or supported healthcare systems in several countries which are subject to payment delays. Payment is dependent upon the creditworthiness of those countries and the financial stability of their economies.
An allowance for doubtful accounts is maintained for accounts receivable based on the Company’s historical collection experience and expected collectability of the accounts receivable, considering the time an account is

16


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


outstanding, the financial position of the customer and information provided by credit rating services. The adequacy of this allowance is reviewed each reporting period and adjusted as necessary. The allowance for doubtful accounts was $8.9 million and $8.0 million at June 26, 2016 and December 31, 2015, respectively. The current portion of the allowance for doubtful accounts at June 26, 2016 and December 31, 2015 of $2.1 million and $2.0 million, respectively, was presented as part of accounts receivable, net. The allowance for doubtful accounts on receivables outstanding for greater than one year at June 26, 2016 and December 31, 2015 of $6.8 million and $6.0 million, respectively, was presented as part of other assets.
Certain of the Company’s customers, particularly in Europe, have extended or delayed payments for products and services already provided, raising collectability concerns regarding the Company’s accounts receivable from these customers, primarily in Greece, Italy, Spain and Portugal. As a result, the Company continues to closely monitor the allowance for doubtful accounts in these locations. The aggregate net current and long-term accounts receivable for customers in Greece, Italy, Spain and Portugal and the percentage of the Company’s total net current and long-term accounts receivable represented by the net current and long-term accounts receivable for customers in those countries at June 26, 2016 and December 31, 2015 are as follows:

June 26, 2016

December 31, 2015

(Dollars in thousands)
Current and long-term accounts receivable (net of allowances of $7.7 million and $7.2 million at June 26, 2016 and December 31, 2015, respectively) in Greece, Italy, Spain and Portugal (1)
$
65,638


$
62,272

Percentage of total net current and long-term accounts receivable - Greece, Italy, Spain and Portugal
23.4
%

23.9
%
 
(1)    The long-term portion of accounts receivable, net from customers in Greece, Italy, Spain and Portugal at June 26, 2016 and December 31, 2015 was $9.6 million and $8.1 million, respectively, and is reported on the condensed consolidated balance sheet in other assets.
For the six months ended June 26, 2016 and June 28, 2015, net revenues from customers in Greece, Italy, Spain and Portugal were $63.7 million and $66.2 million, respectively.

Note 8 — Fair value measurement
For a description of the fair value hierarchy, see Note 10 to the Company’s 2015 consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2015.
The following tables provide information regarding the Company's financial assets and liabilities that are measured at fair value on a recurring basis as of June 26, 2016 and December 31, 2015:
 
Total carrying
value at
June 26, 2016
 
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
$
7,163

 
$
7,163

 
$

 
$

Derivative assets
1,666

 

 
1,666

 

Derivative liabilities
4,772

 

 
4,772

 

Contingent consideration liabilities
21,938

 

 

 
21,938

 

17


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


 
Total carrying
value at
December 31, 2015
 
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
$
6,922

 
$
6,922

 
$

 
$

Derivative assets
329

 

 
329

 

Derivative liabilities
1,298

 

 
1,298

 

Contingent consideration liabilities
20,829

 

 

 
20,829

There were no transfers of financial assets or liabilities reported at fair value among Level 1, Level 2 or Level 3 within the fair value hierarchy during the six months ended June 26, 2016.
The following table provides information regarding changes, during the six months ended June 26, 2016, in Level 3 financial liabilities related to contingent consideration in connection with several Company acquisitions:
 
 
Contingent consideration
 
2016
 
(Dollars in thousands)
Balance - December 31, 2015
$
20,829

Payment
(133
)
Revaluations
1,242

Balance - June 26, 2016
$
21,938


Valuation Techniques
The Company’s financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to satisfy benefit obligations under Company benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices.
The Company’s financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts. The Company uses foreign currency forward contracts to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. The Company measures the fair value of the foreign currency forward contracts by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties.
 The Company’s financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to the Company’s acquisitions. The Company accounts for contingent consideration in accordance with applicable accounting guidance related to business combinations. In connection with several of its acquisitions, the Company agreed to pay contingent consideration upon the achievement of specified objectives, including receipt of regulatory approvals, commercialization of a product or achievement of sales targets, and recorded contingent consideration liabilities at the time of the acquisitions. The Company determines the fair value of the liabilities for contingent consideration based on a probability-weighted discounted cash flow analysis. This fair value measurement is based on significant inputs not observable in the market and, therefore, represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with future payments under contingent consideration arrangements is based on several factors, including:
l
estimated cash flows projected from the success of market launches;
l
the estimated time and resources needed to complete the development of acquired technologies;
l
the uncertainty of obtaining regulatory approvals within the required time periods; and

18


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


l
the risk adjusted discount rate for fair value measurement.
In connection with the Company's contingent consideration arrangements, the Company estimates that it will make payments from 2016 through 2029. As of June 26, 2016, the range of undiscounted amounts the Company could be required to pay under contingent consideration arrangements is between $7.0 million and $46.4 million. The Company is required to reevaluate the fair value of contingent consideration each reporting period based on new developments and record changes in fair value until such consideration is satisfied through payment upon the achievement of the specified objectives or is no longer payable due to failure to achieve the specified objectives.
The following table provides information regarding the valuation techniques and inputs used in determining the fair value of assets or liabilities categorized as Level 3 measurements as of June 26, 2016:
 
Valuation Technique
 
Unobservable Input
 
Range (Weighted Average)
Contingent consideration
Discounted cash flow
 
Discount rate
 
2.6% - 10% (8.4%)
Contingent consideration
 
 
Probability of payment
 
2% - 100% (71.3%)
As of June 26, 2016, the Company recorded $21.9 million of total liabilities for contingent consideration, of which $7.5 million was recorded as the current portion of contingent consideration and $14.4 million was recorded as other liabilities in the condensed consolidated balance sheet.

Note 9 — Changes in shareholders’ equity
Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average shares outstanding:
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Shares in thousands)
Basic
43,549

 
41,560

 
42,598

 
41,514

Dilutive effect of share-based awards
566

 
473

 
543

 
470

Dilutive effect of 3.875% Convertible Notes and warrants
3,131

 
6,048

 
4,873

 
5,704

Diluted
47,246

 
48,081

 
48,014

 
47,688

Weighted average shares that were antidilutive and therefore not included in the calculation of earnings per share were 5.0 million and 5.1 million for the three and six months ended June 26, 2016, respectively, and 5.6 million and 5.7 million for the three and six months ended June 28, 2015, respectively.
In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge and warrant agreements. The convertible note hedge, consisting of call options held by the Company, economically reduces the dilutive impact of the Convertible Notes. However, applicable accounting guidance requires the Company to separately address the dilutive impact of the warrants issued under the warrant agreements in computing diluted weighted average shares outstanding, without giving effect to the anti-dilutive impact of the call options. The reduction in the number of diluted shares that would result from giving effect to the anti-dilutive impact of the call options would have been 1.7 million and 2.6 million for the three and six months ended June 26, 2016, respectively, and 3.3 million and 3.2 million for the three and six months ended June 28, 2015, respectively. The treasury stock method is applied to the warrants when the average market price of the Company's common stock during the reporting period presented exceeds the warrant exercise price of $74.65 per share, and assumes the proceeds from the exercise of the warrants are used by the Company to repurchase shares based on such average market price. Shares issuable upon exercise of the warrants that were included in the total diluted shares outstanding were 1.5 million and 2.2 million for the three

19


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


and six months ended June 26, 2016 and 2.7 million and 2.5 million for the three and six months ended June 28, 2015, respectively.
See Note 6 for information regarding the reduction in the outstanding principal amount of Convertible Notes as a result of the Company's exchange of cash and shares of common stock, as well as the conversion of a portion of the Convertible Notes, and the related reduction in the number of call options and warrants outstanding under the convertible note hedge and warrant agreements.
The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the six months ended June 26, 2016 and June 28, 2015:
 
 
Cash Flow Hedges
 
Pension and Other Postretirement Benefit Plans
 
Foreign Currency Translation Adjustment
 
Accumulated Other Comprehensive (Loss) Income
 
(Dollars in thousands)
Balance as of December 31, 2015
$
(2,491
)
 
$
(138,887
)
 
$
(229,746
)
 
$
(371,124
)
Other comprehensive income (loss) before reclassifications
(1,684
)
 
375

 
11,285

 
9,976

Amounts reclassified from accumulated other comprehensive income
2,668

 
2,109

 

 
4,777

Net current-period other comprehensive income
984

 
2,484

 
11,285

 
14,753

Balance as of June 26, 2016
$
(1,507
)
 
$
(136,403
)
 
$
(218,461
)
 
$
(356,371
)

 
Cash Flow Hedges
 
Pension and Other Postretirement Benefit Plans
 
Foreign Currency Translation Adjustment
 
Accumulated Other Comprehensive (Loss) Income
 
(Dollars in thousands)
Balance at December 31, 2014
$

 
$
(141,744
)
 
$
(119,151
)
 
$
(260,895
)
Other comprehensive (loss) before reclassifications
(922
)
 
300

 
(61,893
)
 
(62,515
)
Amounts reclassified from accumulated other comprehensive loss
163

 
2,137

 

 
2,300

Net current-period other comprehensive (loss) income
(759
)
 
2,437

 
(61,893
)
 
(60,215
)
Balance at June 28, 2015
$
(759
)
 
$
(139,307
)
 
$
(181,044
)
 
$
(321,110
)
  

20


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the three and six months ended June 26, 2016 and June 28, 2015:
 
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
Losses on foreign exchange contracts:
 
 
 
 
 
 
 
Cost of goods sold
$
1,501

 
$
472

 
$
3,372

 
$
263

Total before tax
1,501

 
472

 
3,372

 
263

Tax (benefit) expense
(363
)
 
(110
)
 
(704
)
 
(100
)
Net of tax
$
1,138

 
$
362

 
$
2,668

 
$
163

Amortization of pension and other postretirement benefit items:
 
 
 
 
 
 
 
Actuarial losses (1)
$
1,620

 
$
1,605

 
$
3,242

 
$
3,211

Prior-service costs(1)
14

 

 
28

 

Total before tax
1,634

 
1,605

 
3,270

 
3,211

Tax (benefit) expense
(581
)
 
(564
)
 
(1,161
)
 
(1,074
)
Net of tax
$
1,053

 
$
1,041

 
$
2,109

 
$
2,137

 
 
 
 
 
 
 
 
Total reclassifications, net of tax
$
2,191

 
$
1,403

 
$
4,777

 
$
2,300


(1)
These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans (see Note 11 for additional information).


Note 10 — Taxes on income from continuing operations
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
Effective income tax rate
11.9%
 
10.5%
 
8.8%
 
14.7%

The effective income tax rate for the three and six months ended June 26, 2016 was 11.9% and 8.8%, respectively, and 10.5% and 14.7% for the three and six months ended June 28, 2015, respectively. The effective income tax rate for the six months ended June 26, 2016, as compared to the prior year period, reflects a tax benefit associated with a reduction in the estimated deferred tax with respect to non-permanently reinvested income as a result of an increase in the estimated foreign tax credits available to reduce the U.S. tax on future repatriations. The effective income tax rate for the three months ended June 26, 2016 also reflects an expense associated with a shift in income to jurisdictions with higher tax rates. Additionally, the effective income tax for the six months ended June 26, 2016 reflects a tax benefit associated with the settlement of a foreign tax audit.

Note 11 — Pension 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 Company’s 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. As of June 26, 2016, no further benefits are being accrued under the Company’s U.S. defined benefit pension plans and the Company’s other

21


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


postretirement benefit plans, other than certain postretirement benefit plans covering employees subject to a collective bargaining agreement.
The Company and certain of its subsidiaries provide medical, dental and life insurance benefits to pensioners or their survivors. The associated plans are unfunded and approved claims are paid from Company funds.
Net pension and other postretirement benefits expense (income) consist of the following:
 
Pension
Three Months Ended
 
Other Postretirement Benefits
Three Months Ended
 
Pension
Six Months Ended
 
Other Postretirement Benefits
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
Service cost
$
655

 
$
469

 
$
111

 
$
107

 
$
1,307

 
$
940

 
$
222

 
$
214

Interest cost
3,929

 
4,485

 
407

 
511

 
7,849

 
8,971

 
813

 
1,023

Expected return on plan assets
(6,199
)
 
(6,427
)
 

 

 
(12,397
)
 
(12,852
)
 

 

Net amortization and deferral
1,577

 
1,528

 
57

 
78

 
3,156

 
3,058

 
114

 
155

Net benefits expense (income)
$
(38
)
 
$
55

 
$
575

 
$
696

 
$
(85
)
 
$
117

 
$
1,149

 
$
1,392

The Company’s pension contributions are required to be approximately $2.4 million during 2016, of which $1.7 million was contributed during the six months ended June 26, 2016.

Note 12 — Commitments and contingent liabilities
Operating leases: The Company uses various leased facilities and equipment in its operations.

During the first quarter 2016, the Company entered into a build-to-suit lease arrangement for its European and global operations headquarters in Ireland. For accounting purposes, the Company is deemed the owner of the asset during the construction period and is required to record the estimated fair value of the incurred construction costs as construction in progress, and a current liability for those costs not funded by the Company, during the construction period. The construction of the building and tenant improvements, for which the estimated cost is $16.4 million, is expected to be completed in October 2016. The Company will occupy the entire building once construction is completed. As of June 26, 2016, the Company recorded $8.4 million in property, plant and equipment representing the estimated fair value of the construction costs incurred to date. Based on current expectations, the Company believes it is not subject to any continuing involvement requirements that would prohibit the Company from derecognizing the asset and related liability upon commencement of the lease term.
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, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act 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, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At June 26, 2016, the Company has recorded $1.1 million and $6.0 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of June 26, 2016. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 15-20 years.

22


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


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, environmental and other matters. As of June 26, 2016, the Company has recorded accrued liabilities of $2.6 million in connection with such contingencies, representing its best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters. Of the amount accrued as of June 26, 2016, $1.5 million pertains to discontinued operations.
In 2006, the Company was named as a defendant in a wrongful death product liability lawsuit filed in the Louisiana State District Court for the Parish of Calcasieu, involving a product manufactured by the Company’s former marine business. In September 2014, the case was tried before a jury, which returned a verdict in favor of the Company. The plaintiff subsequently filed a motion for a new trial, which was granted, and the case was re-tried before a jury in December 2014. On December 5, 2014, the jury returned a verdict in favor of the plaintiff, awarding $0.1 million in compensatory damages and $23.0 million in punitive damages, plus pre-judgment and post-judgment interest on the compensatory damages and post-judgment interest on the punitive damages. The Company's post-trial motions seeking to overturn the verdict or reduce the amount of damages were denied in June 2015. The Company appealed to the Louisiana Court of Appeal, and the plaintiff filed a cross-appeal, seeking to overturn the trial court’s denial of pre-judgment interest on the punitive damages award. On June 29, 2016, the Louisiana Court of Appeal affirmed the trial court verdict in all respects. The Company has filed a motion for rehearing with the Louisiana Court of Appeal, which currently is pending. As of June 26, 2016, the Company has accrued a liability representing its best estimate of probable loss associated with this matter, which is included in the Company’s accrued liabilities for litigation matters relating to discontinued operations discussed in the preceding paragraph. The Company believes that any liability arising from this matter in excess of $10.0 million will be covered by the Company’s product liability insurance.
Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to its 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 the Company’s business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred.
Tax audits and examinations: The Company and its subsidiaries are routinely subject to tax examinations by various tax authorities. As of June 26, 2016, the most significant tax examinations in process are in Austria and Canada. The Company may establish reserves with respect to its uncertain tax positions, after which it adjusts its reserves to address developments with respect to these uncertain tax positions. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to the Company’s recorded tax liabilities, which could impact the Company’s 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 prices.
 
Note 13 — Segment information
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 Company’s 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. The Company does not evaluate its operating segments using discrete asset information.

The Company has the following six reportable operating segments: Vascular North America, Anesthesia North America, Surgical North America, EMEA, Asia and OEM. The Company’s reportable segments, other than the Original Equipment Manufacturer and Development Services ("OEM") segment, 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 these 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.

23


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


The Company’s OEM segment designs, manufactures and supplies devices and instruments for other medical device manufacturers.
Operating segments other than the reportable operating segments are collectively presented in the “All other” category within the tabular information set forth below.
The following tables present the Company’s segment results for the three and six months ended June 26, 2016 and June 28, 2015:
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
 
(Dollars in thousands)
Revenue
 
 
 
 
 
 
 
Vascular North America
$
88,111

 
$
81,165

 
$
169,699

 
$
161,931

Anesthesia North America
49,194

 
45,579

 
95,151

 
91,028

Surgical North America
43,136

 
40,520

 
82,077

 
78,579

EMEA
131,705

 
129,132

 
253,800

 
258,414

Asia
63,191

 
62,042

 
112,347

 
110,571

OEM
40,298

 
37,918

 
74,275

 
72,633

All other
57,918

 
55,689

 
111,097

 
108,319

Consolidated net revenues
$
473,553

 
$
452,045

 
$
898,446

 
$
881,475

 
 
Three Months Ended
 
Six Months Ended
 
June 26, 2016
 
June 28, 2015
 
June 26, 2016
 
June 28, 2015
 
(Dollars in thousands)
 
(Dollars in thousands)
Operating profit
 
 
 
 
 
 
 
Vascular North America
$
21,994

 
$
17,055

 
$
41,650

 
$
32,805

Anesthesia North America
15,050

 
11,434

 
27,227

 
21,394

Surgical North America
12,348

 
14,315

 
25,604

 
26,642

EMEA
23,944

 
19,343

 
44,987

 
45,678

Asia
21,751

 
18,951

 
34,759

 
27,097

OEM
9,215

 
8,366

 
14,404

 
16,409

All other
7,436

 
6,855

 
13,179

 
9,948

Total segment operating profit (1)
111,738

 
96,319

 
201,810

 
179,973

Unallocated expenses (2)
(13,297
)
 
(19,333
)
 
(35,872
)
 
(37,379
)
Income from continuing operations before interest and taxes
$
98,441

 
$
76,986

 
$
165,938

 
$
142,594

(1)
Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as sales, numbers of employees, and amount of time spent), depending on the category of expense involved.
(2)
Unallocated expenses primarily include manufacturing variances, with the exception of fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets.

24


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


Note 14 — Condensed consolidating guarantor financial information
The Company's 2024 Notes and 2026 Notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidating statements of income and comprehensive income (loss) for the three and six months ended June 26, 2016 and June 28, 2015, condensed consolidating balance sheets as of June 26, 2016 and December 31, 2015 and condensed consolidating statements of cash flows for the six months ended June 26, 2016 and June 28, 2015, provide consolidated 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 Company’s Annual Report on Form 10-K for the year ended December 31, 2015 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating financial information, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.
Consolidating entries and eliminations in the following condensed consolidated 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.





25


TELEFLEX INCORPORATED
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
(Unaudited)


TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS)
 
Three Months Ended June 26, 2016
 
Parent
Company
 
Guarantor
Subsidiaries
 
Non-Guarantor
Subsidiaries
 
Eliminations
 
Condensed
Consolidated
 
(Dollars in thousands)
Net revenues
$

 
$
280,430

 
$
290,784

 
$
(97,661
)
 
$
473,553

Cost of goods sold

 
170,700

 
146,997

 
(100,543
)
 
217,154

Gross profit