UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
For the quarterly period ended March 31, 2013
OR
For the transition period from to .
Commission file number 1-5353
TELEFLEX INCORPORATED
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of
incorporation or organization)
(I.R.S. employer
identification no.)
(610) 948-5100
(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.
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 41,111,004 shares of common stock, $1.00 par value, outstanding as of April 19, 2013.
QUARTERLY REPORT ON FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2013
TABLE OF CONTENTS
Financial Statements (Unaudited):
Condensed Consolidated Statements of Income (Loss) for the three months ended March 31, 2013 and April 1, 2012
Condensed Consolidated Statements of Comprehensive Income (Loss) for the three months ended March 31, 2013 and April 1, 2012
Condensed Consolidated Balance Sheets as of March 31, 2013 and December 31, 2012
Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2013 and April 1, 2012
Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2013 and April 1, 2012
Notes to Condensed Consolidated Financial Statements
Management’s Discussion and Analysis of Financial Condition and Results of Operations
Quantitative and Qualitative Disclosures About Market Risk
Controls and Procedures
Legal Proceedings
Risk Factors
Unregistered Sales of Equity Securities and Use of Proceeds
Defaults Upon Senior Securities
Other Information
Exhibits
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PART I — FINANCIAL INFORMATION
TELEFLEX INCORPORATED AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
(Dollars and shares in thousands,
except per share)
Net revenues
Cost of goods sold
Gross profit
Selling, general and administrative expenses
Research and development expenses
Goodwill impairment
Restructuring and other impairment charges
Income (loss) from continuing operations before interest and taxes
Interest expense
Interest income
Income (loss) from continuing operations before taxes
Taxes (benefit) on income (loss) from continuing operations
Income (loss) from continuing operations
Operating income (loss) from discontinued operations
Taxes (benefit) on income (loss) from discontinued operations
Income (loss) from discontinued operations
Net income (loss)
Less: Income from continuing operations attributable to noncontrolling interest
Net income (loss) attributable to common shareholders
Earnings per share available to common shareholders:
Basic:
Diluted:
Dividends per share
Weighted average common shares outstanding:
Basic
Diluted
Amounts attributable to common shareholders:
Income (loss) from continuing operations, net of tax
Income (loss) from discontinued operations, net of tax
The accompanying notes are an integral part of the condensed consolidated financial statements.
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CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
Other comprehensive income (loss), net of tax:
Foreign currency translation, net of tax ($(5,815) and $4,213 for the three month periods, respectively)
Pension and other postretirement benefits plans adjustment, net of tax ($504 and $562 for the three month periods, respectively)
Derivatives qualifying as hedges, net of tax ($104 and $1,408 for the three month periods, respectively)
Other comprehensive income (loss), net of tax
Comprehensive income (loss)
Less: comprehensive income attributable to noncontrolling interest
Comprehensive income (loss) attributable to common shareholders
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CONDENSED CONSOLIDATED BALANCE SHEETS
Current assets
Cash and cash equivalents
Accounts receivable, net
Inventories, net
Prepaid expenses and other current assets
Prepaid taxes
Deferred tax assets
Assets held for sale
Total current assets
Property, plant and equipment, net
Goodwill
Intangible assets, net
Investments in affiliates
Other assets
Total assets
Current liabilities
Current borrowings
Accounts payable
Accrued expenses
Current portion of contingent consideration
Payroll and benefit-related liabilities
Accrued interest
Income taxes payable
Other current liabilities
Total current liabilities
Long-term borrowings
Deferred tax liabilities
Pension and postretirement benefit liabilities
Noncurrent liability for uncertain tax positions
Other liabilities
Total liabilities
Commitments and contingencies
Total common shareholders’ equity
Noncontrolling interest
Total equity
Total liabilities and equity
4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Cash Flows from Operating Activities of Continuing Operations:
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Loss (income) from discontinued operations
Depreciation expense
Amortization expense of intangible assets
Amortization expense of deferred financing costs and debt discount
Stock-based compensation
In-process research and development impairment
Deferred income taxes, net
Other
Changes in operating assets and liabilities, net of effects of acquisitions and disposals:
Accounts receivable
Inventories
Accounts payable and accrued expenses
Income taxes receivable and payable, net
Net cash provided by operating activities from continuing operations
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment
Payments for businesses and intangibles acquired, net of cash acquired
Net cash used in investing activities from continuing operations
Cash Flows from Financing Activities of Continuing Operations:
Decrease in notes payable and current borrowings
Proceeds from stock compensation plans
Dividends
Net cash used in financing activities from continuing operations
Cash Flows from Discontinued Operations:
Net cash used in operating activities
Net cash used in investing activities
Net cash used in discontinued operations
Effect of exchange rate changes on cash and cash equivalents
Net (decrease) increase in cash and cash equivalents
Cash and cash equivalents at the beginning of the period
Cash and cash equivalents at the end of the period
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CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
Balance at December 31, 2011
Net loss
Cash dividends ($0.34 per share)
Other comprehensive income
Shares issued under compensation plans
Deferred compensation
Balance at April 1, 2012
Balance at December 31, 2012
Net income
Other comprehensive income (loss)
Balance at March 31, 2013
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1 — Basis 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, 2012.
Certain reclassifications of prior year information have been made to conform to the current year’s presentation. In the third quarter of 2012, due to changes in the Company’s management and internal reporting structure, the Company’s Latin America operations were moved from the AJLA Segment into the North America Segment. As a result of this change, the North America Segment is now referred to as the Americas Segment and the AJLA Segment is now referred to as the Asia Segment. The change did not affect the Company’s reporting unit structure. The prior comparative period has been restated to reflect this change. See Note 14 for a discussion of the Company’s segments.
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
The Company adopted the following new accounting standard as of January 1, 2013, the first day of its 2013 fiscal year:
Amendment to Comprehensive Income: In February 2013, the Financial Accounting Standards Board (“FASB”) issued an amendment to its accounting guidance on reporting amounts reclassified out of accumulated other comprehensive income. The guidance requires an entity to report the effect of significant reclassifications out of accumulated other comprehensive income on the respective line items, on the face of the statement where net income is presented, or in the notes to the financial statements, if the amount being reclassified is required under GAAP to be reclassified in its entirety to net income in the same reporting period For other amounts that are not required under GAAP to be reclassified in their entirety to net income in the same reporting period, an entity is required to cross-reference to other disclosures required under GAAP that provide additional detail about the effect of the reclassifications. The guidance is effective prospectively for reporting periods beginning after December 15, 2012.
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NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Amendment to Balance Sheet: In January 2013, the FASB issued an amendment to its accounting guidance to clarify the scope of disclosure requirements pertaining to offsetting assets and liabilities mandated by an earlier accounting pronouncement. The amended guidance limited the scope of the required disclosures to derivatives accounted for in accordance with the FASB’s Derivatives and Hedging guidance, including bifurcated embedded derivatives, repurchase agreements and reverse repurchase agreements and certain securities borrowing and securities lending transactions, that are offset in the financial statements in accordance with specified accounting guidance or subject to an enforceable master netting arrangement or similar agreement. The disclosure requirements are no longer applicable to entities with other types of financial assets and financial liabilities subject to a master netting arrangement or similar agreement. The guidance is effective for reporting periods beginning on or after January 1, 2013. The amendment did not have a material impact on the Company’s results of operations, cash flows or financial position.
The Company will adopt the following new accounting standard as of January 1, 2014, the first day of its 2014 fiscal year:
Amendment to Foreign Currency Matters: In March 2013, the FASB issued an amendment which clarified that when a reporting entity ceases to have a controlling financial interest in a subsidiary or group of assets that is a business within a foreign entity, the reporting entity is required to reclassify cumulative foreign currency translation adjustment from accumulated other comprehensive income into the calculation of gain or loss related to that foreign entity. Additionally, the amendment clarifies that the sale of an investment in a foreign entity includes both (1) events that result in the loss of a controlling financial interest in a foreign entity (irrespective of any retained investment) and (2) events that result in an acquirer obtaining control of an acquiree in which it held an equity interest immediately before the acquisition date (sometimes also referred to as a step acquisition), and that the cumulative translation adjustment should be released into net income upon the occurrence of those events. The guidance is effective prospectively for reporting periods beginning after December 15, 2013. The amendment is not expected to have a material impact on the Company’s results of operations, cash flows or financial position.
Note 3 — Acquisitions
The Company made the following acquisitions during 2012, all of which were accounted for as business combinations:
On October 23, 2012, the Company acquired substantially all of the assets of LMA International N.V. (“LMA”), a global provider of laryngeal masks whose products are used in anesthesia and emergency care. The Company paid $292.2 million in cash as initial consideration for the LMA business. On October 23, 2012, in a separate transaction, the Company also acquired the LMA branded laryngeal mask supraglottic airway business and certain other products in the United Kingdom, Ireland and Channel Islands from the shareholders of Intravent Direct Limited and affiliates for $19.9 million in cash. In February 2013, the Company received $1.5 million in cash from the sellers of the LMA business related to a working capital adjustment provided for under the terms of the purchase agreement. These acquisitions complement the anesthesia product portfolio in the Company’s Critical Care division.
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 acquired business complements the dialysis access product line in the Company’s 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
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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 Company’s 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 (the “Axiom acquisition”), 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 acquired business complements the surgical closure product line in the Company’s 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 Company’s Critical Care division. The Company paid $3.3 million in cash as initial consideration for the business.
In connection with the acquisitions, the Company agreed to pay contingent consideration based on the achievement of specified objectives, including regulatory approvals and sales targets. As of the respective acquisition dates, the range of undiscounted amounts the Company could be required to pay for contingent consideration arrangements is between $2.0 million to $90.0 million. For further information on contingent consideration, see Note 9, “Fair Value Measurement.”
Note 4 — Restructuring and other impairment charges
The amounts recognized in restructuring and other impairment charges for the three months ended March 31, 2013 and April 1, 2012 consisted of the following:
LMA restructuring program
2013 restructuring charges
2012 restructuring charges
2007 Arrow integration program
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LMA Restructuring Program
In connection with the acquisition of LMA, the Company has formulated a plan related to the future integration of the LMA business and the Company’s businesses. The integration plan focuses on the closure of the LMA business’ corporate functions and the consolidation of manufacturing, sales, marketing, and distribution functions in North America, Europe and Asia. The Company estimates that it will incur an aggregate of up to approximately $15 million in restructuring and other impairment charges over the term of this restructuring program. Of this amount, $5 million relates to employee termination costs, $9 million relates to termination of certain distributor agreements and $1 million relates to facility closures costs and other actions. The charges associated with this restructuring program that are included in restructuring and other impairment charges during 2013 were as follows:
Termination benefits
Facility closure costs
Contract termination costs
Other restructuring costs
A reconciliation of the changes in accrued liabilities associated with the LMA restructuring program from December 31, 2012 through March 31, 2013 is set forth in the following tables:
Subsequent accruals
Cash payments
Foreign currency translation
2013 Restructuring Charges
The Company regularly evaluates opportunities to consolidate facilities, lower costs and improve operating efficiencies. In 2013, the Company initiated programs to consolidate manufacturing facilities in North America and warehouse facilities in Europe in an effort to reduce costs. As a result of these actions, the Company will incur costs related to reductions in force, facility closure and other costs. For the three months ended March 31, 2013, the company incurred restructuring charges of $0.5 million related to these projects. As of March 31, 2013, the Company has a reserve of $0.4 million in connection with this program.
2012 Restructuring Charges
In 2012, the Company identified opportunities to improve its supply chain strategy by consolidating its three North American warehouses into one centralized warehouse and lower costs and improve operating efficiencies through the termination of certain distributor agreements in Europe, the closure of certain North American facilities and workforce reductions. These projects will entail costs related to reductions in force, contract terminations related distributor agreements and leases, and facility closure and other costs. For the three months ended March 31, 2013, the Company incurred restructuring charges of $1.5 million related to these projects. As
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of March 31, 2013, the Company has a reserve of $3.0 million in connection with this program. The Company expects to complete the projects over a one year period and anticipates incurring additional charges of $2.3 million related to these initiatives.
2011 Restructuring Program
In 2011, the Company initiated a restructuring program at three facilities to consolidate operations and reduce costs. As of March 31, 2013, in connection with this program, the Company has a reserve of $1.7 million, which primarily relates to contract termination costs associated with a leased facility that the Company has partially vacated. The Company expects to incur additional contract termination costs of approximately $2.7 million associated with the lease termination when it has vacated the remaining portion of the premises in 2014. The payment of the lease contract termination costs will continue until 2015. The Company did not incur any expenses related to this program during the three months ended March 31, 2013 or April 1, 2012.
2007 Arrow Integration Program
In connection with the Company’s acquisition of Arrow International, Inc. (“Arrow”), the Company implemented a program in 2007 to integrate Arrow’s businesses into the Company’s 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. As of March 31, 2013, the Company has a reserve of $0.4 million in connection with this program. 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 (loss) for the periods presented:
In 2012, the Company 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 the Company’s acquisition of Arrow.
As of March 31, 2013, the Company expects future restructuring expenses associated with the 2007 Arrow integration program, if any, to be nominal.
During the three months ended March 31, 2013, the company recorded a $4.5 million IPR&D charge pertaining to a research and development project associated with the Axiom acquisition. Technological feasibility of the underlying project had not yet been reached and such technology had no future alternative use. In accordance with accounting guidance, the Company immediately expensed the asset.
Note 5 — Impairment of goodwill
In the first quarter of 2012, due to a change in the Company’s reporting structure, the Company performed goodwill impairment tests and determined that three of the reporting units in the North America Segment were impaired. The Company 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.
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Note 6 — Inventories, net
Inventories as of March 31, 2013 and December 31, 2012 consisted of the following:
Raw materials
Work-in-process
Finished goods
Less: Inventory reserve
Note 7 — 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 three months ended March 31, 2013:
Balance as of December 31, 2012
Accumulated impairment losses
Purchase accounting adjustment
Translation adjustment
Balance as of March 31, 2013
The following table provides information, as of March 31, 2013 and December 31, 2012, regarding the gross carrying amount of, and accumulated amortization relating to, intangible assets, net:
Customer relationships
In-process research and development (“IPR&D”)
Intellectual property
Distribution rights
Trade names
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During the three months ended March 31, 2013, the company recorded a $4.5 million IPR&D charge pertaining to a research and development project associated with the Axiom acquisition where technological feasibility was not reached.
During 2013, due to a Company rebranding strategy, the Company reassessed the useful life of its $4.5 million Taut tradename and reclassified it from an indefinite lived intangible asset to a finite lived intangible asset with a useful life of eight years.
Amortization expense related to intangible assets was approximately $12.4 million and $10.5 million for the three months ended March 31, 2013 and April 1, 2012, respectively. Estimated annual amortization expense for the remainder of 2013 and the next four succeeding years is as follows (dollars in thousands):
2013
2014
2015
2016
2017
Note 8 — Financial 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 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.
The following table presents the location and fair values of derivative instruments designated as hedging instruments in the condensed consolidated balance sheet as of March 31, 2013 and December 31, 2012:
Asset derivatives:
Foreign exchange contracts:
Total asset derivatives
Liability derivatives:
Total liability derivatives
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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”) for the three months ended March 31, 2013 and April 1, 2012:
Interest rate contracts
Foreign exchange contracts
Total
See Note 10 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from accumulated other comprehensive income (“AOCI”).
There was no ineffectiveness related to the Company’s derivatives for the three months ended March 31, 2013 and April 1, 2012.
Based on exchange rates at March 31, 2013, approximately $0.2 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.
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 Company’s term loan. As of the end of the third quarter of 2012, all unrealized losses within AOCI associated with this interest rate swap have been reclassified into earnings.
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 financial stability and creditworthiness of those countries’ economies.
In the ordinary course of business, the Company grants non-interest bearing trade credit to its customers on normal credit terms. In an effort to reduce its credit risk, the Company (i) establishes credit limits for all of its customer relationships, (ii) performs ongoing credit evaluations of its customers’ financial condition, (iii) monitors the payment history and aging of its customers’ receivables, and (iv) monitors open orders against an individual customer’s outstanding receivable balance.
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 period an account is 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.
In light of the disruptions in global economic markets, the Company instituted enhanced measures to facilitate customer-by-customer risk assessment when estimating the allowance for doubtful accounts. Such measures included, among others, monthly credit control committee meetings, at which customer credit risks are identified after review of, among other things, accounts that exceed specified credit limits, payment
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delinquencies and other customer problems. In addition, for some of the Company’s non-government customers, the Company instituted measures designed to reduce its risk exposures, including issuing dunning letters, reducing credit limits, requiring that payments accompany orders and instituting legal action with respect to delinquent accounts. With respect to government customers, the Company evaluates receivables for potential collection risks associated with the availability of government funding and reimbursement practices.
Some of the Company’s customers, particularly in Europe, have extended or delayed payments for products and services already provided. Collectability concerns regarding the Company’s accounts receivable from these customers, for the most part in Greece, Italy, Spain and Portugal, resulted in an increase in the allowance for doubtful accounts related to these countries. If the financial condition of these customers or the healthcare systems in these countries continue to deteriorate such that the ability of an increasing number of customers to make payments is uncertain, additional allowances may be required in future periods. The Company’s aggregate accounts receivable, net of the allowance for doubtful accounts, in Spain, Italy, Greece and Portugal as a percent of the Company’s total accounts receivable at the end of the period are as follows:
Accounts receivable (net of allowances of $7.1 million and $6.3 million at March 31, 2013 and December 31, 2012, respectively) in Spain, Italy, Greece and Portugal
Percentage of total accounts receivable, net
For the three months ended March 31, 2013 and April 1, 2012, net revenues from customers in Spain, Italy, Greece and Portugal were $37.2 million and $38.0 million, respectively.
Note 9 — Fair value measurement
For a description of the fair value hierarchy, see Note 11 to the Company’s 2012 consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2012.
The following tables provide information regarding the financial assets and liabilities carried at fair value measured on a recurring basis as of March 31, 2013 and April 1, 2012:
Investments in marketable securities
Derivative assets
Derivative liabilities
Contingent consideration liabilities
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There were no transfers of financial assets or liabilities carried at fair value between Level 1, Level 2 or Level 3 within the fair value hierarchy during the three months ended March 31, 2013 or April 1, 2012.
The following table provides information regarding changes in Level 3 financial liabilities (related to contingent consideration in connection with various Company acquisitions, including those described in Note 3) during the periods ended March 31, 2013 and April 1, 2012:
Beginning balance
Payment
Revaluations
Ending balance
The carrying amount of long-term debt reported in the condensed consolidated balance sheet as of March 31, 2013 is $968.0 million. The Company uses a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality, and risk profile to determine the fair value of its debt. 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 by fair value hierarchy level as of March 31, 2013:
Level 1
Level 2
In the first quarter of 2012, the Company recorded a goodwill impairment charge of $332 million based on Level 3 inputs. See Note 5 for a discussion of the goodwill impairment.
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 pay benefits under certain deferred compensation plans and other compensatory arrangements. The investment assets of the trust are valued using quoted market prices.
The Company’s financial assets and financial liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts. The Company uses forward rate contracts to manage currency transaction exposure. 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 Company has taken into account the creditworthiness of the counterparties in measuring fair value.
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 guidance related to business combinations. The Company is contractually obligated to pay contingent consideration upon the achievement of specified objectives, including regulatory approvals, sales targets and, in some instances, the passage of time, referred to as milestone payments, and therefore recorded contingent consideration liabilities at the time of the acquisitions. The Company is
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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.
It is estimated that milestone payments will occur in 2013 and may extend until 2018 or later. As of March 31, 2013, the range of undiscounted amounts the Company could be required to pay for contingent consideration arrangements is between $5.0 million and $87.3 million. The Company has determined the fair value of the liabilities for the 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 thus represents a Level 3 measurement within the fair value hierarchy. The fair value of the contingent consideration liability associated with future milestone payments was based on several factors including:
estimated cash flows projected from the success of market launches;
the estimated time and resources needed to complete the development of acquired technologies;
the uncertainty of obtaining regulatory approvals within the required time periods; and
the risk adjusted discount rate for fair value measurement.
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:
Contingent consideration
As of March 31, 2013, of the $41.5 million of total contingent consideration, the Company has recorded approximately $21.9 million in Current portion of contingent consideration and the remaining $19.6 million in Other liabilities.
Note 10 — Changes in shareholders’ equity
In 2007, the Company’s 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 Company’s 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 Company’s senior credit agreements, the Company is subject to certain restrictions relating to its ability to repurchase shares in the event the Company’s consolidated leverage ratio (generally, the ratio of Consolidated Total Indebtedness to Consolidated EBITDA, as defined in the senior credit agreements) exceeds certain levels, which may limit the Company’s ability to repurchase shares under this Board authorization. Through March 31, 2013, no shares have been purchased under this Board authorization.
The following table provides a reconciliation of basic to diluted weighted average shares outstanding:
Dilutive shares assumed issued
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Weighted average stock options that were antidilutive and therefore not included in the calculation of earnings per share were approximately 7.8 million and 8.9 million for the three months ended March 31, 2013 and April 1, 2012, respectively. As required under GAAP, the dilutive shares assumed issued includes weighted average shares of approximately 1.6 million associated with the Convertible Senior Subordinated Notes due 2017 and warrants.
The following tables provide information relating to the changes in accumulated other comprehensive income (loss), net of tax, for the three months ended March 31, 2013 and April 1, 2012:
Other comprehensive income (loss) before reclassifications
Amounts reclassified from accumulated other comprehensive income (loss)
Net current-period other comprehensive income (loss)
Amounts reclassified from accumulated other comprehensive income
Net current-period other comprehensive income
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The following table provides information relating to the reclassifications of losses/(gain) in accumulated other comprehensive income into expense/(income), net of tax, for the three months ended March 31, 2013 and April 1, 2012:
Gains and losses on cash flow hedges:
Interest Rate Contracts:
Foreign Exchange Contracts:
Total before tax
Tax expense
Net of tax
Amortization of pension and other postretirement benefits items:
Actuarial losses/(gains)(1)
Prior-service costs(1)
Transition obligation(1)
Total reclassifications, net of tax
Note 11 — Taxes on income from continuing operations
Effective income tax rate
The effective income tax rate for the three months ended March 31, 2013 was 21.7% compared to 1.4% for the three months ended April 1, 2012. The effective tax rate for the three months ended March 31, 2013 was impacted by a discrete tax benefit related to the extension of the research and development tax credit under the American Taxpayer Relief Act of 2012 and a shift in the mix of taxable income to foreign jurisdictions at lower statutory rates. The effective tax rate for the three months ended April 1, 2012, was impacted by a $332 million goodwill impairment charge recorded in the first quarter of 2012, for which only $45 million was tax deductible.
Note 12 — 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.
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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 March 31, 2013, the Company’s U.S. defined benefit pension plans and the Company’s other postretirement benefit plans, except certain postretirement benefit plans covering employees subject to a collective bargaining agreement, are effectively frozen.
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:
Service cost
Interest cost
Expected return on plan assets
Net amortization and deferral
Net benefit cost
The Company’s pension contributions are expected to be approximately $17.5 million during 2013, of which $11.7 million were made during the three months ended March 31, 2013.
Note 13 — Commitments 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 Company’s product warranty liability accruals for the three months ended March 31, 2013 (dollars in thousands):
Balance — December 31, 2012
Accruals for warranties issued in 2013
Settlements (cash and in kind)
Translation
Balance — March 31, 2013
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. At March 31, 2013, the Company had no residual value guarantees related to its operating leases.
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
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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, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At March 31, 2013, the Company has recorded approximately $2.0 million in accrued liabilities and approximately $6.7 million in other liabilities 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 March 31, 2013. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 15-20 years.
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, 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 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 March 31, 2013, the most significant tax examinations in process are in U.S., Canada, the Czech Republic, Germany and Austria. In conjunction with these examinations and as a regular and routine practice, the Company may determine a need to establish 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 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 14 — Business segment information
In the third quarter of 2012, due to changes in the Company’s management and internal reporting structure, the Company’s Latin America operations were moved from the AJLA Segment into the North America Segment. As a result of this change, the North America Segment is now referred to as the Americas Segment and the AJLA Segment is now referred to as the Asia Segment. The change did not affect the Company’s reporting unit structure. All prior comparative periods have been restated to reflect this change.
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. Based on these criteria, the Company has identified four operating segments, which also comprise its four reportable segments.
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Three of the four reportable segments are geographically based: Americas (representing the Company’s operations in North America and Latin America), EMEA (representing the Company’s operations in Europe, the Middle East and Africa) and Asia. The fourth reportable segment is Original Equipment Manufacturer and Development Services (“OEM”).
The Company’s 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 Company’s OEM Segment designs, manufactures and supplies devices and instruments for other medical device manufacturers.
The following tables present the Company’s segment results for the three months ended March 31, 2013 and April 1, 2012:
Segment Results
Segment net revenues from external customers
Segment depreciation and amortization
Segment operating profit(1)
Segment assets
Segment expenditures for property, plant and equipment
Intersegment revenues
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The following tables present reconciliations of segment results to the Company’s condensed consolidated income (loss) from continuing operations before interest and taxes for the three months ended March 31, 2013 and April 1, 2012:
Reconciliation of Segment Operating Profit to Income (Loss) from Continuing Operations Before Interest and Taxes
Segment operating profit
Reconciliation of Segment Assets to Condensed Consolidated Total Assets
Corporate assets
Reconciliation of Segment Expenditures for Property, Plant and Equipment to Condensed Consolidated Total Expenditures for Property, Plant and Equipment
Corporate expenditures for property, plant and equipment
Total expenditures for property, plant and equipment
Note 15 — Condensed 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 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 consolidated statements of income (loss) and comprehensive income (loss) and condensed consolidated statements of cash flows for the three months ended March 31, 2013 and April 1, 2012 and condensed consolidated balance sheets as of March 31, 2013 and December 31, 2012, each of which are set forth below, provide consolidated information for:
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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, 2012 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidated 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 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.
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CONDENSED CONSOLIDATED STATEMENTS OF INCOME (LOSS) AND COMPREHENSIVE
INCOME (LOSS)
Equity in net income of consolidated subsidiaries
Income from continuing operations
Less: Income from continuing operations attributable to noncontrolling interests
Net income attributable to common shareholders
Other comprehensive income (loss) attributable to common shareholders
Comprehensive income attributable to common shareholders
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Equity in net income (loss) of consolidated subsidiaries
Other comprehensive income attributable to common shareholders
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Intangibles assets, net
Pension and other postretirement benefit liabilities
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Net cash (used in) provided by operating activities from continuing operations
Intercompany transactions
Net cash provided by (used in) financing activities from continuing operations
Net decrease in cash and cash equivalents
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Net cash (used in) provided by operating 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. There were no gains or losses resulting from the sale of businesses or assets that did not meet the criteria for a discontinued operation during the three month periods ending March 31, 2013 and April 1, 2012.
Discontinued Operations
The Company has recorded $0.8 million of expense and $0.9 million of income during the three months ended March 31, 2013 and April 1, 2012, respectively, associated with retained liabilities related to businesses that have been divested.
On August 26, 2012, the Company completed the sale of the orthopedic business of its OEM Segment to Tecomet for $45.2 million in cash and realized a loss of $39 thousand, net of tax, from the sale of the business.
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The following table presents the operating results of the operations that have been treated as discontinued operations for the periods presented:
Costs and other expenses
Income (loss) from discontinued operations before income taxes
Provision for income taxes
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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 and purchases by or from major customers or suppliers; delays or cancellations in shipments; demand for and market acceptance of new and existing products; our 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, interest rates and sovereign debt issues; 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, 2012. 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
We are 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 140 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 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;
the expansion of the use of our products in existing markets, as well as the introduction of our products into 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 2012, we continued to expand our presence in the anesthesia market through the acquisition of substantially all of the assets of LMA International N.V. (“LMA”), a global provider of laryngeal masks whose products are used in anesthesia and emergency care. In addition, consistent with our strategy to invest in new technologies and research and development to support our future growth, we completed four late-stage technology acquisitions in 2012. Also during 2012, we sold the orthopedics business line of our OEM Segment.
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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.
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, respiratory care and specialty markets; 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.
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. As initially changed, our reportable segments included three geographically-based segments, North America, EMEA (representing our operations in Europe, the Middle East and Africa) and AJLA (representing our Asian and Latin American operations) and a fourth reportable segment comprised of our OEM business. In addition, in the first quarter of 2012, we changed the number of our reporting units. Previously, 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 within 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 reporting unit within the North America Segment 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.
During the third quarter of 2012, due to changes in our management and internal reporting structure, our Latin America operations were moved from the AJLA Segment into the North America Segment. As a result of this change, the North America Segment is now referred to as the Americas Segment and the AJLA Segment is now referred to as the Asia Segment. The change did not affect our reporting unit structure.
Segment data for all prior comparative periods has been restated to reflect the changes discussed above. See Note 14 to the condensed consolidated financial statements included in this report for a discussion of the segments.
Critical Accounting Estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates and assumptions.
In our Annual Report on Form 10-K for the year ended December 31, 2012, we provided disclosure regarding our critical accounting estimates, which are reflective of significant judgments and uncertainties, are important to the presentation of our financial condition and results of operations and could potentially result in materially different results under different assumptions and conditions.
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
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products. In addition, commencing in 2013, the legislation imposes a 2.3% excise tax on sales of medical devices. As implementation of this tax begins 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 $13 million annually, beginning in 2013. For the three months ended March 31, 2013 the medical device excise tax was $2.9 million, which is included in selling, general and administrative expenses.
Results of Operations
The discussion of revenues on a constant currency basis excludes the impact of translating the results of international subsidiaries at different currency exchange rates from year to year. Certain financial information is presented on a rounded basis, which may cause minor differences.
Net Revenues
Information regarding net revenues by product group is provided in the following table.
Critical Care
Surgical Care
Cardiac Care
OEM
Total net revenues
Net revenues for the first quarter of 2013 increased 8.2% to $411.9 million from $380.6 million in the first quarter of 2012. The $31.3 million increase in net revenues is largely due to the businesses acquired during 2012, which added approximately $34.0 million, including approximately $33.5 million contributed by the LMA business. Net revenues further benefited from new products ($4.3 million) primarily in the Americas and EMEA, and price increases ($2.1 million) mostly in the Americas. These increases were partly offset by volume declines of approximately $9.0 million due to fewer shipping days both in the Americas and EMEA in the first quarter of 2013 compared to the first quarter of 2012.
Critical Care net revenues, excluding the impact of foreign currency exchange rates, increased 12.0% over the corresponding prior year period. The increase in net revenues was due to higher sales of anesthesia and urology products. The growth in sales of anesthesia products was primarily related to the acquisition of LMA. The increase in net revenues was partially offset by a decline in sales of vascular access and respiratory products, as well as the impact of fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012.
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Surgical Care net revenues, excluding the impact of foreign currency exchange rates, increased 3.3% over the corresponding prior year period. The increase in net revenues was due to higher sales of ligation and access products, partially offset by a decline in sales of chest drainage and general surgical instrument products, as well as the impact of fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012.
Cardiac Care net revenues, excluding the impact of foreign currency exchange rates, decreased 7.3% over the corresponding prior year period. The decrease in net revenues was due to a decline in sales of intra-aortic balloon pumps and the impact of fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012.
OEM net revenues, excluding the impact of foreign currency exchange rates, decreased 1.1% over the corresponding prior year period. The decrease in net revenues was due to a decline in sales of catheter products and the impact of fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012, partly offset by new product sales.
Percentage of sales
For the three months ended March 31, 2013, gross profit as a percentage of revenues increased 0.3% compared to the corresponding period of 2012, primarily due to the inclusion of higher margin sales by the LMA business and price increases, primarily in the Americas. These benefits were largely offset by higher manufacturing costs, including costs to consolidate distribution facilities, and raw material costs primarily in the Americas, EMEA and Asia.
Selling, general and administrative
Selling, general and administrative expenses increased $14.9 million in the first quarter of 2013 compared to the first quarter of 2012. The increase is largely due to expenses associated with the businesses acquired (approximately $12.1 million, including $10.6 million in expenses associated with the LMA business), the excise tax associated with the Patient Protection and Affordable Care Act (approximately $2.9 million), higher employee related expenses and a litigation verdict against us with respect to a non-operating joint venture ($1.3 million). The increases were partly offset by a $1.6 million reversal of contingent consideration related to the acquisition of the assets of Axiom Technology Partners LLP (the “Axiom acquisition”).
Research and development
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The increase in research and development expenses is primarily due to the businesses acquired in 2012.
Goodwill Impairment
Due to a change in the reporting unit structure in North America in the first quarter of 2012, we were required to conduct a goodwill impairment test with respect to each of the North American reporting units and determined that the goodwill of three of the reporting units was impaired. As a result, we recorded a goodwill impairment charge of $332.0 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.
Average interest rate on debt
Interest expense decreased in the first quarter of 2013 compared to the first quarter of 2012 primarily because 2012 interest expense included amortization related to our termination of an interest rate swap (approximately $3.8 million in the first quarter of 2012). We terminated our agreement related to the interest rate swap, covering a notional amount of $350 million, in 2011. The unrealized losses within accumulated other comprehensive income associated with our interest rate swap were reclassified into our statement of income (loss) during 2012.
Taxes on income from continuing operations
During the three months ended March 31, 2013, we recorded $9.2 million in restructuring and impairment charges, including $4.5 million to write-off an in-process research and development project associated with the Axiom acquisition, $2.7 million pertaining to termination benefit costs, contract termination costs and facility closure and other costs incurred in connection with our LMA restructuring program. The remaining $2.0 million primarily relates to the termination benefit costs in connection with other restructuring activities initiated in 2012 and continuing during the first quarter of 2013.
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During the three months ended April 1, 2012, we recorded a benefit of $1.3 million primarily due to a reversal of contract termination costs related to a pending settlement of a dispute involving the termination of a European distributor agreement that was established in connection with the acquisition of Arrow in 2007.
For additional information regarding our restructuring programs, see Note 4 to our condensed consolidated financial statements included in this report.
Segment Reviews
Americas
EMEA
Asia
Segment net revenues
The following is a discussion of our segment operating results.
Comparison of the three months ended March 31, 2013 and April 1, 2012
Americas net revenues for the three months ended March 31, 2013, increased 8.5% compared to the corresponding period in 2012. The increase was primarily due to businesses acquired in 2012 which added net revenues of approximately $18.0 million, including approximately $17.7 million generated by LMA; new product sales ($2.6 million), primarily of vascular products; and price increases ($2.0 million), principally related to surgical care products. These increases in net revenues were partly offset by lower volumes ($7.3 million) primarily due to fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012.
Americas segment operating profit for the three month period ended March 31, 2013, decreased 16.0% compared to the corresponding period in 2012. The decrease was primarily due to lower volume, largely reflecting fewer shipping days, higher manufacturing costs, including costs to consolidate distribution facilities and the excise tax associated with the Patient Protection and Affordable Care Act (approximately $2.9 million). These decreases in operating profit were partly offset by the operating profit generated by the businesses acquired in 2012, which contributed approximately $4.2 million, price increases ($2.0 million) and new product sales ($0.9 million). The $4.2 million operating profit generated by the businesses acquired in 2012 reflects the contribution of the LMA businesses ($6.9 million) and the reversal of contingent consideration related to the Axiom acquisition ($1.6 million) offset in part by increased research and development costs (approximately $3.0 million) associated with the continued investment in new technologies obtained in the second quarter of 2012 through acquisitions and incremental operating costs associated with the businesses acquired ($1.3 million).
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EMEA net revenues for the three months ended March 31, 2013, increased 5.8% compared to the corresponding period in 2012. The increase was primarily due to businesses acquired in 2012, which added net revenues of approximately $8.5 million, including approximately $8.3 million generated by the LMA business; new product sales ($1.0 million); and the favorable impact of foreign currency exchange rates (approximately $0.6 million). These increases in net revenues were partly offset by lower volumes (approximately $2.0 million), as volume gains during the quarter were completely offset by the effect of fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012, and price decreases ($0.3 million), primarily in Germany.
EMEA segment operating profit for the three month period ended March 31, 2013, decreased 9.1% compared to the corresponding period in 2012. The decrease was primarily due to incremental expenses associated with the acquisition of LMA (approximately $8.7 million), higher employee related costs, higher manufacturing costs including costs to consolidate a distribution facility in France, partly offset by higher revenues.
Asia net revenues for the three months ended March 31, 2013, increased 24.8% compared to the corresponding period in 2012. The increase was primarily due to $7.5 million of net revenues generated by the LMA business. Net revenues also reflected net volume gains of approximately $1.2 million (volume gains in China were partly offset by lower volumes in Japan) and price increases, partly offset by the unfavorable impact of foreign currency exchange rates.
Asia segment operating profit for the three months ended March 31, 2013, increased 30.2% compared to the corresponding period in 2012. The increase in the three month period ending March 31, 2013 primarily reflects the operating profit generated by the LMA business (approximately $1.7 million) and price increases.
OEM net revenues for the three months ended March 31, 2013, decreased 1.1% compared to the corresponding period in 2012. The decrease was due to lower volume, primarily due to a decline in sales of catheter products and the impact of fewer shipping days in the first quarter of 2013 compared to the first quarter of 2012, partly offset by new product sales.
OEM segment operating profit for the three months ended March 31, 2013, increased 21.6% compared to the corresponding period in 2012. The increase reflects lower manufacturing costs.
Liquidity and Capital Resources
Cash Flows
Operating activities from continuing operations provided net cash of approximately $6.1 million during the first three months of 2013 compared to $26.3 million during the first three months of 2012. The $20.2 million decrease is primarily due to unfavorable year-over-year changes in working capital items and a $3.8 million increase in contributions to domestic pension plans. The unfavorable change in working capital items principally reflects a $13.7 million increase in inventory, primarily in the Americas and Asia, during the three months ended March 31, 2013, as compared to a $2.4 million decrease during the three months ended April 1, 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 believe we have sufficient lending commitments in place to enable us to fund our anticipated operating needs. However, the ongoing volatility in the domestic and global financial markets, including the European sovereign debt crisis, combined with a continuation of constrained global credit markets, raises a risk that our customers and suppliers may be unable to access liquidity. Consequently, we continue to monitor our credit risk related to countries in Europe. As of March 31, 2013, our net receivables from publicly funded hospitals in Italy, Spain, Portugal and Greece were $78.3 million compared to $70.6 million as of December 31, 2012. For the three months ended March 31, 2013 and April 1, 2012, net revenues from these countries were
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approximately 9% and 10% of total net revenues in each of the periods, respectively, and average days that accounts receivable were outstanding were 297 and 301 days, respectively. As of March 31, 2013 and December 31, 2012, net trade receivables from these countries were approximately 37% and 34%, respectively, of consolidated accounts receivable, net. If global economic conditions deteriorate, we may experience further delays in customer payments and reductions in our customers’ purchases from us. Also, 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 in 2013 and beyond.
Net cash used in investing activities from continuing operations was $21.3 million during the first three months of 2013 reflecting net payments for businesses acquired of $5.7 million and capital expenditures of $15.6 million. The net payments for businesses acquired reflects $7.2 million of contingent consideration payments related to our acquisition of Vasonova, Inc., and the Axiom and LMA acquisitions, partly offset by a $1.5 million working capital adjustment with respect to the consideration paid in connection with the LMA acquisition.
Net cash used in financing activities from continuing operations was $9.6 million in the first three months of 2013, primarily due to dividend payments of $14.0 million, partly offset by $4.3 million in proceeds from the exercise of outstanding stock options issued under our stock compensation plans, compared to net cash used in financing activities from continuing operations of $12.6 million in 2012. In 2012, we made dividend payments of $13.9 million and recognized proceeds of $1.6 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 (generally, the ratio of consolidated total indebtedness to consolidated EBITDA, as defined in the senior credit agreements) exceeds certain levels, which may limit our ability to repurchase shares under this Board authorization. Through March 31, 2013, no shares have been purchased under this Board authorization.
Net Debt to Total Capital Ratio
The following table provides our net debt to total capital ratio:
Net debt includes:
Total debt
Less: Cash and cash equivalents
Net debt
Total capital includes:
Total capital
Percent of net debt to total capital
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Our 3.875% Convertible Notes are convertible under certain circumstances, including the attainment of 130% of the conversion price (approximately $79.72) of the Company’s closing stock price during a certain number of days at the end of a fiscal quarter. The Company’s closing stock price has recently approached this amount, which increases the possibility that the Convertible Notes could become convertible in the near future, at which point the Convertible Notes would be classified as a current liability. The Company has elected a net settlement method to satisfy its conversion obligation, under which the Company may settle the principal amount of the Convertible Notes in cash and settle the excess conversion value in shares, plus cash in lieu of fractional shares. The Company believes that it has the ability to raise sufficient cash to repay the principal amounts due through a combination of utilizing our existing cash on hand, accessing our credit facility, or raising money in the capital markets.
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 in accordance with the definitions and methodology set forth in the senior credit agreement. Non-recurring, non-cash charges 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.
See the information set forth in Part II, Item 7A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
(a) Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report are functioning effectively to provide reasonable assurance that the information required to be disclosed by us in reports filed under the Securities Exchange Act of 1934 is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
(b) Change in Internal Control over Financial Reporting
No change in our internal control over financial reporting occurred during our most 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 II — OTHER 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 March 31, 2013. See the information set forth in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2012.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Not applicable.
Item 3. Defaults Upon Senior Securities
Item 5. Other Information
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Item 6. Exhibits
The following exhibits are filed as part of this report:
Exhibit No.
Description
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SIGNATURES
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.
/S/ Benson F. Smith
Benson F. Smith
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
/S/ Thomas E. Powell
Thomas E. Powell
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: April 30, 2013
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