Teleflex Investor Presentation
19
Non-GAAP Adjustments
The following is an explanation of certain of the adjustments that are applied with respect to one or more of
the non-GAAP financial measures that appear in the presentation to which these appendices are attached:
Restructuring, restructuring related and impairment items. Restructuring programs involve discrete
initiatives designed to, among other things, consolidate or relocate manufacturing, administrative and other
facilities, outsource distribution operations, improve operating efficiencies and integrate acquired
businesses. Depending on the specific restructuring program involved, our restructuring charges may include
employee termination, contract termination, facility closure, employee relocation, equipment relocation,
outplacement and other exit costs associated with the restructuring program. Restructuring related charges
are directly related to our restructuring programs and consist of facility consolidation costs, including
accelerated depreciation expense related to facility closures, costs to transfer manufacturing operations
between locations, and retention bonuses offered to certain employees as an incentive for them to remain
with our company after completion of the restructuring program. Impairment charges occur if, as a result of
periodic impairment testing or due to events or changes in circumstances, we determine that the carrying
value of an asset exceeds its fair value. Impairment charges do not directly affect our liquidity but could have
a material adverse effect on our reported financial results.
Acquisition, integration and divestiture related items. Acquisition and integration expenses are incremental
charges, other than restructuring or restructuring related expenses, that are directly related to specific
business or asset acquisition transactions. These charges may include, among other things, professional,
consulting and other fees; systems integration costs; legal entity restructuring expense; inventory step-up
amortization (amortization, through cost of goods sold, of the increase in fair value of inventory resulting
from a fair value calculation as of the acquisition date); fair value adjustments to contingent consideration
liabilities; and bridge loan facility and backstop financing fees in connection with loan facilities that
ultimately were not utilized. Divestiture related activities involve specific business or asset sales. Depending
primarily on the terms of the divestiture transaction, the carrying value of the divested business or assets on
our financial statements and other costs we incur as a direct result of the divestiture transaction, we may
recognize a gain or loss in connection with the divestiture related activities.
Other items. These are discrete items that occur sporadically and can affect period-to-period comparisons.
Intangible amortization expense. Certain intangible assets, including customer relationships, intellectual
property, distribution rights, trade names and non-competition agreements, initially are recorded at
historical cost and then amortized over their respective estimated useful lives. The amount of such
amortization can vary from period to period as a result of, among other things, business or asset acquisitions
or dispositions.
MDR Costs. The European Union ("EU") has adopted the EU Medical Device Regulation ("MDR"), which
replaces the existing Medical Devices Directive ("MDD") and imposes more stringent requirements for the
marketing and sale of medical devices in the EU, including requirements affecting clinical evaluations, quality
systems and post-market surveillance. The MDR requirements became effective in May 2021, although
certain devices that previously satisfied MDD requirements can continue to be marketed in the EU until
December 2027 for higher-risk devices and December 2028 for lower-risk devices, subject to certain
limitations. Significantly, the MDR will require the re-registration of previously approved medical devices.
As a result, Teleflex will incur expenditures in connection with the new registration of medical devices that
previously had been registered under the MDD. Therefore, these expenditures are not considered to be
ordinary course expenditures in connection with regulatory matters (in contrast, no adjustment has been
made to exclude expenditures related to the registration of medical devices that were not registered
previously under the MDD).
Teleflex®View entire presentation