Core Viewpoint - Teleflex Incorporated is under investigation for potential violations of federal securities laws following significant corporate announcements, including a business split and a major acquisition [1][2][3]. Group 1: Company Announcements - On February 27, 2025, Teleflex announced the separation of its Urology, Acute Care, and OEM businesses into a new publicly traded company [2]. - The company also reported the resignation of its CFO and plans to acquire the vascular intervention business of BIOTRONIK SE for approximately €760 million [2]. Group 2: Investigation Details - Bleichmar Fonti & Auld LLP is investigating whether Teleflex and certain senior officers made materially false and misleading statements to investors, given the company's previous positive representations [3]. - The investigation follows the company's recent announcements, which have raised concerns about the accuracy of prior communications to investors [3]. Group 3: Market Reaction - Following the announcements on February 27, 2025, Teleflex's stock price experienced a decline of approximately 20% during trading [4].

Teleflex Incorporated (TFX) posted fourth-quarter 2024 adjusted earnings per share (EPS) from continuing operations of $3.89, up 15.1% from the year-ago quarter’s figure. The metric topped the Zacks Consensus Estimate by 0.8%.Find the latest EPS estimates and surprises on Zacks Earnings Calendar.GAAP loss per share was $2.95 compared to EPS of $0.66 in the prior-year period.The full-year adjusted EPS from continuing operations was $14.01, up 3.6% year over year. The figure topped the Zacks Consensus Estimat ...

Financial Performance - As of December 31, 2024, the company accrued $49.3 million of contingent consideration related to completed business combinations, primarily associated with Palette[122]. - The company recognized an impairment charge of $240 million in the goodwill impairment line in the Consolidated Statements of Income due to intensifying competition and sustained revenue shortfalls[135]. - The company had total consolidated indebtedness of $1.7 billion as of December 31, 2024[160]. - The company may incur significant expenses related to the proposed separation, which may exceed current estimates[158]. - The company may not pay dividends in the future, as the declaration and payment depend on various factors including financial condition and covenants[169]. Revenue Sources - For the years ended December 31, 2024, 2023, and 2022, 38%, 37%, and 36% of the company's net revenues were derived from operations outside the U.S.[127]. - The company has significant manufacturing and distribution facilities outside the U.S., with 73% of full-time employees located in other countries[127]. Risks and Challenges - The company is exposed to fluctuations in foreign currency exchange rates, commodity prices, and interest rates, which may adversely affect its results[136]. - Increases in commodity prices, such as plastic resin, aluminum, and steel, could increase the costs of the company's products and services[137]. - The company faces risks associated with public health epidemics, which could significantly impact economic activity and its operations[123]. - The company may experience adverse effects from tariffs and trade disputes, particularly those imposed by the U.S. government[133]. - An interruption in manufacturing or distribution operations could have a material adverse effect on the company's business and financial condition[140]. - The company is exposed to risks related to environmental and health and safety liabilities due to complex regulations[150]. - Cyber-attacks and disruptions to information systems pose risks that could adversely affect business operations and customer relationships[149]. Employee and Labor Relations - 6% of the company's employees were covered by union contracts or collective bargaining arrangements as of December 31, 2024[153]. - The company’s ability to attract, train, and retain key employees is vital for its success and may be impacted by industry competition[142]. Corporate Strategy and Governance - The proposed separation of Urology, Acute Care, and OEM businesses may face challenges and could delay completion[154]. - The company relies on strong relationships with healthcare professionals for product development, which is critical for business success[144]. - The company has significant restrictions on its business due to debt agreements, which may limit its ability to pursue certain opportunities[163]. - Provisions in the company's governing documents could discourage or delay potential mergers or acquisitions, potentially affecting stockholder interests[170]. Financial Instruments and Currency Exposure - A 10% decline in the U.S. dollar to euro exchange rate could require the company to pay approximately $75 million to counterparties under cross-currency swap agreements[165]. - The average interest rate on fixed-rate debt is 4.438%, while the average interest rate on variable-rate debt is 5.648%[311]. - A 1.0% change in variable interest rates would increase or decrease annual interest expense by $6.6 million based on outstanding debt as of December 31, 2024[311]. - The total notional amount for foreign currency forward exchange contracts is $439.5 million, and for cross-currency interest rate swap contracts, it is $1.0 billion[313]. - A hypothetical 10% increase in the value of the U.S. dollar against all currencies would increase the fair value of contracts by $71.0 million, while a 10% decrease would decrease the fair value by $92.8 million[313]. - The company is subject to financial covenants that require maintenance of a consolidated leverage ratio, secured leverage ratio, and consolidated interest coverage ratio[164]. Intellectual Property and Legal Risks - The company’s inability to protect its intellectual property rights could lead to competitive disadvantages[145]. - The company may face unexpected litigation costs or damages due to potential infringement of third-party intellectual property rights[146]. Stock and Shareholder Information - The company has approximately 46.3 million shares of common stock outstanding as of December 31, 2024, with 3.6 million shares available for future issuance under the 2023 Stock Incentive Plan[166].

Financial Data and Key Metrics Changes - For Q4 2024, Teleflex reported revenues of $795.4 million, an increase of 2.8% year-over-year on a GAAP basis and 3.2% on an adjusted constant currency basis [11] - Adjusted earnings per share grew 15.1% to $3.89 [13] - For the full year 2024, adjusted constant currency revenues increased 3.1% year-over-year, with adjusted earnings per share at $14.01 [18] Business Line Data and Key Metrics Changes - Interventional business saw adjusted constant currency growth of 18.7% in Q4 2024, while Surgical business grew by 12.3% [11] - Interventional Urology revenue increased by 3.7% on an adjusted constant currency basis, with growth in Palette offset by softness in the UroLift business [19] Market Data and Key Metrics Changes - Adjusted gross margin for Q4 2024 was 60.1%, flat compared to the prior year, while adjusted operating margin was 27.6%, up 130 basis points year-over-year [17] - Cash flow from operations increased 24.7% year-over-year to $638.3 million in 2024 [20] Company Strategy and Development Direction - Teleflex announced the acquisition of BIOTRONIK's Vascular Intervention business for approximately EUR760 million, aimed at expanding its presence in the cath lab and driving sustainable revenue growth [32][34] - The company plans to separate into two independent publicly traded companies, RemainCo and NewCo, to optimize its product portfolio and enhance shareholder value [48][49] Management's Comments on Operating Environment and Future Outlook - Management expressed confidence in achieving 6% plus revenue growth for RemainCo post-separation, despite challenges in the UroLift business and OEM segment [106] - The guidance for 2025 anticipates adjusted constant currency growth of 1% to 2%, reflecting a challenging trading environment [104] Other Important Information - A noncash goodwill impairment charge of $240 million was recognized for the Interventional Urology North America reporting unit due to subdued revenue growth [21] - The company plans to finance the BIOTRONIK acquisition through a new term-loan and revolving borrowings under its existing credit facility [47] Q&A Session Summary Question: What prompted the review and timing for the separation? - Management indicated that continuous portfolio reviews led to the conclusion that separating the businesses would maximize shareholder value, given their different growth strategies and profitability profiles [78][80] Question: How will the sales force be structured post-acquisition? - The acquisition allows for leveraging Teleflex's strong access to cath labs in the U.S. while combining strengths in EMEA, enhancing sales opportunities for both businesses [84] Question: What is the growth outlook for the acquired BIOTRONIK products? - The acquired products are expected to generate approximately EUR91 million in revenues in Q4 2025, with a growth expectation of 6% or better from 2026 onwards [96] Question: What are the expected margins for RemainCo and NewCo post-separation? - RemainCo is expected to grow at over 6% with mid-60s gross margins, while NewCo is anticipated to grow in the low single digits with mid-50s gross margins [118][120]

Teleflex Incorporated (NYSE:TFX) Q4 2024 Earnings Conference Call February 27, 2025 8:00 AM ET Company Participants Lawrence Keusch - VP-IR & Strategy Development Liam Kelly - Chairman, President & CEO Thomas Powell - EVP & CFO John Deren - Corporate VP and Chief Accounting Officer Conference Call Participants Patrick Wood - Morgan Stanley Matthew O'Brien - Piper Sandler Jayson Bedford - Raymond James Shagun Singh - RBC Larry Biegelsen - Wells Fargo Anthony Petrone - Mizuho Group Richard Newitter - Truist S ...

The release, accompanying slides, and replay webcast are available online at www.teleflex.com (click on Investors) An audio replay of the call will be available beginning at 11:00 am Eastern Time on February 27, 2025 and can be accessed on the Teleflex website or by telephone. The call can be accessed by dialing 1 800 770 2030 (U.S.) or 1 609 800 9909 (all other locations). Teleflex Incorporated Fourth Quarter 2024 Earnings Conference Call 2/27/2025 Conference Call Logistics The confirmation code is 69028. ...

Core Insights - Teleflex reported revenue of $795.41 million for Q4 2024, a year-over-year increase of 2.8%, with an EPS of $3.89 compared to $3.38 a year ago [1] - The revenue fell short of the Zacks Consensus Estimate of $813.53 million by 2.23%, while the EPS exceeded the consensus estimate of $3.86 by 0.78% [1] Financial Performance - The company’s shares returned -1.6% over the past month, slightly outperforming the Zacks S&P 500 composite's -2.2% change [3] - Teleflex holds a Zacks Rank 4 (Sell), indicating potential underperformance against the broader market in the near term [3] Geographic Revenue Breakdown - Americas revenue reached $540.80 million, exceeding the average estimate of $468.16 million by 20% year-over-year [4] - Asia revenue was $93.60 million, below the average estimate of $99.25 million [4] - EMEA revenue totaled $161 million, slightly below the average estimate of $164.54 million [4] Segment Revenue Analysis - Interventional revenues were $160.40 million, surpassing the average estimate of $158.48 million, reflecting an 18.3% year-over-year increase [4] - Interventional Urology revenues were $84.90 million, falling short of the average estimate of $92.23 million, marking an 8.7% decline year-over-year [4] - OEM revenues were $85.40 million, slightly above the average estimate of $84.13 million, with a year-over-year increase of 3.4% [4] - Vascular Access revenues were $189.30 million, below the average estimate of $201.17 million, but showing a 1.4% increase year-over-year [4] - Anesthesia revenues were $95.30 million, below the average estimate of $104.17 million, reflecting a 3% decline year-over-year [4] - Other revenues were $58.20 million, exceeding the average estimate of $55.18 million, but showing a 14.7% decline year-over-year [4] - Surgical revenues were $121.90 million, above the average estimate of $118.18 million, with an 11.2% year-over-year increase [4]

Core Insights - Teleflex (TFX) reported quarterly earnings of $3.89 per share, exceeding the Zacks Consensus Estimate of $3.86 per share, and showing an increase from $3.38 per share a year ago, resulting in an earnings surprise of 0.78% [1] - The company posted revenues of $795.41 million for the quarter ended December 2024, which was below the Zacks Consensus Estimate by 2.23%, but an increase from $773.91 million year-over-year [2] - Teleflex has surpassed consensus EPS estimates in all four of the last quarters, but has only topped revenue estimates once in the same period [2] Earnings Outlook - The sustainability of Teleflex's stock price movement will largely depend on management's commentary during the earnings call and future earnings expectations [3][4] - The current consensus EPS estimate for the upcoming quarter is $3.52 on revenues of $769.15 million, and for the current fiscal year, it is $15.18 on revenues of $3.22 billion [7] Industry Context - The Medical - Instruments industry, to which Teleflex belongs, is currently ranked in the top 33% of over 250 Zacks industries, indicating a favorable outlook compared to the bottom 50% [8] - The performance of Teleflex's stock may be influenced by the overall industry outlook, as research indicates that the top 50% of Zacks-ranked industries outperform the bottom 50% by more than 2 to 1 [8]

Financing and Credit Agreements - Teleflex Incorporated has requested a new term loan facility to finance the Bison Acquisition, with a portion of the Revolving Credit Commitments not exceeding $550,000,000 available on a limited conditionality basis[4] - The amendment to the Existing Credit Agreement will be effective upon satisfaction of certain conditions, including the execution of the Amendment by the Loan Parties and Required Lenders[7] - The Loan Parties reaffirm the terms and conditions of the Credit Agreement, ensuring that all Loan Documents remain in full force and effect[18] - The Administrative Agent will receive all fees and expenses due prior to the Amendment Effective Date, ensuring compliance with financial obligations[11] - The amendment includes provisions for the Term A-2 Loan Facility, which is part of the financing strategy for the Bison Acquisition[4] - The Loan Parties represent that no Default or Event of Default has occurred and is continuing as of the date of the Amendment[14] - The amendment is governed by the laws of the State of New York, ensuring legal compliance and enforceability[19] - The Administrative Agent will notify the Borrower and the Lenders of the Amendment Effective Date, which will be conclusive and binding[13] - The amendment allows for electronic signatures, facilitating the execution process for all parties involved[20] - The joint lead arrangers for the Term A-2 Loan Facility include JPMorgan Chase Bank, N.A., Bank of America, N.A., and others, indicating strong financial backing for the acquisition[4] Company Performance and Growth - The company reported a revenue increase of 15% year-over-year, reaching $1.5 billion for the quarter[46] - User data showed a growth of 20% in active users, totaling 10 million users by the end of the quarter[46] - The company provided a forward guidance of 10% revenue growth for the next quarter, projecting revenues of approximately $1.65 billion[46] - New product launches contributed to 25% of total revenue, with the latest product line generating $375 million[46] - The company is investing $200 million in R&D for new technologies aimed at enhancing user experience[46] - Market expansion efforts have led to a 30% increase in sales in the Asia-Pacific region[46] - The company announced a strategic acquisition of a smaller competitor for $500 million to enhance market share[46] - The gross margin improved to 45%, up from 42% in the previous quarter[46] - The company plans to reduce operational costs by 5% through efficiency improvements in the supply chain[46] - A new partnership with a leading tech firm is expected to drive additional revenue of $100 million over the next year[46] - The company reported a significant increase in revenue, achieving $1.5 billion in Q3 2023, representing a 20% year-over-year growth[110] - User data showed a total of 10 million active users, up from 8 million in the previous quarter, indicating a 25% increase[110] - The company provided guidance for Q4 2023, projecting revenue between $1.6 billion and $1.8 billion, which would represent a growth rate of 15% to 20%[110] - New product launches are expected to contribute an additional $200 million in revenue in the next quarter[110] - The company is investing $50 million in R&D for new technologies aimed at enhancing user experience[110] - Market expansion plans include entering three new international markets by the end of 2024, targeting a 10% increase in global market share[110] - The company completed a strategic acquisition for $300 million, expected to enhance its product offerings and market position[110] - Cost reduction strategies are projected to save approximately $30 million annually, improving overall profitability[110] - The company reported a net income of $300 million, with a net profit margin of 20% for the quarter[110] - The total debt-to-equity ratio improved to 0.5, reflecting a stronger balance sheet and reduced financial risk[110] Bison Acquisition Details - The Bison Acquisition involves a total commitment of up to $550 million for the closing date revolving credit commitments[114] - The Bison Closing Date is contingent upon the satisfaction of specific conditions outlined in Section 4.03 of the agreement[112] - The Bison Closing Date Commitments include both Term A-2 Loan Commitments and Bison Closing Date Revolving Credit Commitments[113] - The Bison Closing Date Revolving Credit Commitments will expire on December 2, 2025, unless certain conditions are met[115] - The Bison Acquisition is part of a strategic move to expand the Vascular Intervention business segment[111] - The quality of earnings report for the Bison Acquisition will be prepared by the Borrower's independent public accountants[113] - The Bison Closing Date Revolving Credit Commitments are subject to conditions set forth in Sections 2.01(a)(i), 2.01(a)(ii), and 4.03[114] - The Borrower has the option to abandon the Bison Acquisition, which would trigger the termination of the related agreements[115] - The Bison Assets include both the Business Assets and the Equity Interests of the Bison Targets[111] - The Bison Acquisition is expected to enhance the company's market position in the healthcare sector[111] - The Borrower, Teleflex Incorporated, is involved in the Bison Transactions, which include the entry into the Bison Purchase Agreement and the borrowing of Term A-2 Loans[123] - The Bison Contribution is capped at an aggregate amount not to exceed the Dollar Equivalent of €50,000,000[119] - The Bison Purchase Agreement relates to the sale and purchase of the Vascular Intervention Business of Bison Seller, MS Holding II SE[120] - The Bison Closing Date Revolving Credit Loans are subject to conditions precedent as outlined in Section 4.03[117] - The Bison Closing Date Revolving Credit Loans Availability Period extends from the Amendment No. 1 Effective Date to the Bison Closing Date Revolving Credit Commitments Expiration Date[118] - The Bison Transactions involve the consummation of the Bison Acquisition and other related transactions[123] - The Borrower is required to comply with representations made by Bison Seller that are material to the interests of the Term A-2 Lenders[121] - The Borrower has the right to terminate obligations under the Bison Purchase Agreement if there is a breach of representations[121] - The Bison Seller is defined as MS Holding II SE, and the Bison Targets are the Target Companies as defined in the Bison Purchase Agreement[122] - The Bison Transactions include the payment of fees, costs, and expenses incurred in connection with the transactions[123] Financial Metrics and Ratios - The company reported a consolidated net income of $X million for the last fiscal quarter, reflecting a Y% increase compared to the previous quarter[165] - Consolidated EBITDA for the period was $X million, representing a Z% growth year-over-year[157] - The consolidated interest coverage ratio improved to A, indicating stronger ability to meet interest obligations[163] - The company achieved a consolidated total funded indebtedness of $X billion, with a consolidated total net leverage ratio of B[170] - User data showed an increase of C% in active users, reaching a total of D million users[1] - The company plans to launch new products in Q1 2024, aiming for a revenue contribution of $X million in the first year[1] - Market expansion efforts are underway in the E region, targeting a market share increase of F% by the end of 2024[1] - The company is exploring strategic acquisitions with a budget of up to $G million to enhance its product portfolio[1] - Research and development expenses increased by H%, focusing on innovative technologies to drive future growth[1] - The company provided guidance for the next quarter, expecting revenue between $X and $Y million, with an anticipated growth rate of Z%[1] Definitions and Terms - The aggregate amount of the Dollar Revolving Credit Lenders' Dollar Revolving Credit Sub-Commitments is $500,000,000 as of the Effective Date[190] - "Credit Exposure" for any Lender at any time is the sum of the Lender's Revolving Credit Exposure plus the aggregate principal amount of its Term Loans outstanding[175] - "Dollar LC Exposure" at any time is the sum of the aggregate undrawn amount of all outstanding Dollar Letters of Credit plus the aggregate amount of all LC Disbursements that have not yet been reimbursed[186] - "Defaulting Lender" is defined as any Lender that fails to fund any portion of its Loans within two Business Days of the required date[180] - "Environmental Liability" includes any liability resulting from violations of Environmental Laws or the handling of Hazardous Materials[198] - "Equity Interests" encompass corporate stock, partnership interests, and any other interests that confer rights to profits and losses[200] - "Covered Entity" includes entities defined under specific U.S. regulations related to financial institutions[174] - "Convertible Notes" refers to the notes issued by the Borrower as per the specified section[172] - "Daily Simple SOFR" is the interest rate per annum equal to SOFR for a specific day, determined five RFR Business Days prior[177] - "Designated Obligations" include all obligations of the Borrower related to principal and interest on Revolving Credit Loans and other fees[182]

Core Viewpoint - Teleflex Incorporated reported strong financial results for Q4 2024, highlighting double-digit adjusted earnings per share growth and a diversified portfolio that mitigated revenue softness in certain segments [4][6]. Financial Summary - Q4 2024 net revenue was $795.4 million, a 2.8% increase from Q4 2023, with adjusted revenue growth of 3.2% on a constant currency basis [7][9]. - Full year 2024 GAAP revenue reached $3,047.3 million, up 2.4% year-over-year, while adjusted revenue was $3,061.1 million, reflecting a 3.1% increase [8][9]. Segment Performance - In Q4 2024, the Americas segment generated $540.8 million in revenue, a 1.4% increase; EMEA segment revenue was $161.0 million, up 5.7%; and Asia segment revenue reached $93.6 million, a 5.9% increase [7][9]. - For the full year 2024, the Americas segment reported $2,066.3 million, a 1.2% increase; EMEA segment revenue was $618.0 million, up 5.4%; and Asia segment revenue was $363.0 million, a 4.7% increase [8][9]. Product Category Revenue - In Q4 2024, the Interventional category saw significant growth with revenues of $160.4 million, an 18.2% increase; Surgical revenues were $121.9 million, up 11.3%; while Interventional Urology revenues declined by 8.7% to $84.9 million [10][36]. - For the full year 2024, the Interventional category reported $586.0 million, a 14.6% increase; Surgical revenues were $450.5 million, up 5.4%; and Vascular Access revenues reached $732.7 million, a 3.5% increase [10][36]. 2025 Guidance - The company anticipates full year 2025 GAAP revenue growth of (0.35)% to 0.65%, with an adjusted constant currency revenue growth forecast of 1.0% to 2.0% [11][12]. - Expected GAAP diluted earnings per share for 2025 is projected to be between $8.85 and $9.25, while adjusted diluted earnings per share is expected to range from $13.95 to $14.35 [12][14]. Strategic Developments - Teleflex announced plans to acquire BIOTRONIK's Vascular Intervention business, enhancing its product offerings in coronary and peripheral intervention devices [4]. - The company intends to separate into two publicly traded entities, RemainCo and NewCo, to streamline operations and enhance management focus [4]. Share Repurchase Program - An accelerated share repurchase program of $300 million is set to commence, completing the previously authorized $500 million share repurchase program [15]. Goodwill Impairment - A non-cash goodwill impairment charge of $240 million was recognized in the Interventional Urology segment due to updated revenue forecasts reflecting market challenges [16].