Hill-Rom Holdings, Inc. - FORM 8-K - EX-99.2 - August 17, 2015

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Exhibit 99.2

        


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 4, 2015 AND DECEMBER 31, 2014

(in thousands, except share and per share amounts)

 
   2015   2014  
 
   (Unaudited)
  

ASSETS

              

CURRENT ASSETS:

              

Cash and cash equivalents

   $ 228,519   $ 178,448  

Trade receivables, less allowances of $2,296 in 2015 and $2,451 in 2014

     71,652     67,674  

Inventories

     61,146     57,623  

Other current assets

     12,296     13,488  

Deferred income taxes

     16,658     16,716  
​ ​ ​ ​ ​ ​ ​ ​

Total current assets

     390,271     333,949  
​ ​ ​ ​ ​ ​ ​ ​

OTHER ASSETS:

              

Intangible assets, net

     30,160     30,012  

Goodwill

     125,024     108,643  

Noncurrent deferred income taxes

     35,423     12,524  

Other assets

     127,954     163,217  

NET PROPERTY, PLANT, AND EQUIPMENT:

     91,343     99,015  
​ ​ ​ ​ ​ ​ ​ ​

TOTAL ASSETS

   $ 800,175   $ 747,360  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

1


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

AS OF JULY 4, 2015 AND DECEMBER 31, 2014

(in thousands, except share and per share amounts)

 
   2015   2014  
 
   (Unaudited)
  

LIABILITIES AND STOCKHOLDERS' EQUITY

              

CURRENT LIABILITIES:

              

Accounts payable

   $ 22,145   $ 21,123  

Accrued expenses

     81,043     89,980  

Accrual for restructuring charges

     1,722     4,764  

Accrued income taxes

     23,937     3,585  
​ ​ ​ ​ ​ ​ ​ ​

Total current liabilities

     128,847     119,452  

OTHER NON CURRENT LIABILITIES

     5,327     2,589  

ACCRUED POSTRETIREMENT BENEFITS

     15,178     15,042  

LONG-TERM RESTRUCTURING ACCRUAL

     —     16  

LONG-TERM INCENTIVE OBLIGATION

     81,203     33,731  

DEFERRED COMPENSATION OBLIGATION

     31,284     31,341  
​ ​ ​ ​ ​ ​ ​ ​

Total liabilities

     261,839     202,171  
​ ​ ​ ​ ​ ​ ​ ​

STOCKHOLDERS' EQUITY:

              

Common stock, with a par value of $.01 per share:

              

Class A—voting: 107,442,600 shares authorized, 107,412,876 issued, and 107,156,303 outstanding; including 256,573 shares in treasury in 2015 and 254,638 in 2014

     1,069     1,069  

Class B—nonvoting: authorized 50,000,000 shares, issued 486,345 shares, including 157,675 shares in treasury in 2015 and 2014

     3     3  

Accumulated other comprehensive income

     3,755     14,226  

Retained earnings

     685,788     682,139  
​ ​ ​ ​ ​ ​ ​ ​

    690,615     697,437  

Less cost of shares in treasury

     152,279     152,248  
​ ​ ​ ​ ​ ​ ​ ​

Total stockholders' equity

     538,336     545,189  
​ ​ ​ ​ ​ ​ ​ ​

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

   $ 800,175   $ 747,360  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

   

See notes to unaudited condensed consolidated financial statements.

2


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

FOR THE THREE AND SIX MONTHS ENDED JULY 4, 2015 AND JUNE 28, 2014

(in thousands)

 
   For the three months ended   For the six months ended  
 
   July 4, 2015   June 28, 2014   July 4, 2015   June 28, 2014  
 
   (Unaudited)
  

NET SALES

   $ 169,667   $ 166,186   $ 334,201   $ 326,752  

COST OF GOODS SOLD

     89,729     82,471     171,612     163,825  

RESTRUCTURING COST OF GOODS SOLD

     87     1,298     433     3,532  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

GROSS MARGIN

     79,851     82,417     162,156     159,395  

SELLING, GENERAL, AND ADMINISTRATIVE EXPENSES

     88,952     66,660     166,446     132,684  

RESTRUCTURING CHARGES

     —     —     —     2,436  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

OPERATING (LOSS) INCOME

     (9,101 )   15,757     (4,290 )   24,275  

INVESTMENT INCOME—Net of interest expense

     164     116     334     235  

OTHER INCOME

     17,303     5,649     17,248     5,492  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

INCOME BEFORE PROVISION FOR INCOME TAXES

     8,366     21,522     13,292     30,002  

PROVISION FOR INCOME TAXES

     7,983     6,770     9,638     9,751  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

NET INCOME

     383     14,752     3,654     20,251  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

OTHER COMPREHENSIVE INCOME (EXPENSE)—Net of tax:

                          

Change in unrealized gains on available-for-sales securities

     9,161     686     6,304     886  

Foreign currency translation adjustments

     (22 )   205     2,809     929  

Change in fair value of derivatives

     1,532     309     1,370     798  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Other comprehensive income

     10,671     1,200     10,483     2,613  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

COMPREHENSIVE INCOME

   $ 11,054   $ 15,952   $ 14,137   $ 22,864  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

   

See notes to unaudited condensed consolidated financial statements.

3


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE SIX MONTHS ENDED JULY 4, 2015 AND JUNE 28, 2014

(in thousands)

 
   2015   2014  
 
   (unaudited)
  

OPERATING ACTIVITIES:

              

Net income

   $ 3,654   $ 20,251  

Adjustments to reconcile net income to net cash provided by operating activities:

              

Provision for depreciation and amortization

     15,602     12,075  

Provision for bad debts

     88     (136 )

Provision for deferred income taxes

     (18,054 )   (1,080 )

Change in long-term incentive and deferred compensation

     47,291     669  

Change in cash surrender value of Company-owned life insurance

     (1,906 )   (1,433 )

Gain on sale of securities

     (16,096 )   (2,117 )

Income on equity method investments

     165     —  

Change in operating assets and liabilities:

              

Accounts receivable

     (2,838 )   18,019  

Inventories

     (1,865 )   1,152  

Other assets

     (6,295 )   (538 )

Accounts payable and accrued expenses

     (4,613 )   (15,950 )

Restructuring reserve

     (3,041 )   (5,513 )

Accrued pension and postretirement benefits

     136     —  

Accrued income taxes

     20,352     (633 )
​ ​ ​ ​ ​ ​ ​ ​

Net cash provided by operating activities

     32,580     24,766  
​ ​ ​ ​ ​ ​ ​ ​

INVESTING ACTIVITIES:

              

Purchases of investments

     (213 )   (158 )

Sales of investments

     65,792     6,380  

Additions to property, plant and equipment

     (5,267 )   (6,903 )

Advances to related-party trust

     (1,640 )   (1,426 )

Purchases of businesses

     (40,295 )   (6,250 )

Investments in businesses

     (400 )   (5,500 )
​ ​ ​ ​ ​ ​ ​ ​

Net cash provided by (used in) investing activities

     17,977     (13,857 )
​ ​ ​ ​ ​ ​ ​ ​

FINANCING ACTIVITIES:

              

Acquisition of treasury stock

     (31 )   (250 )

Dividends Paid

     —     (826 )
​ ​ ​ ​ ​ ​ ​ ​

Net cash used in financing activities

     (31 )   (1,076 )
​ ​ ​ ​ ​ ​ ​ ​

EFFECT OF EXCHANGE RATE CHANGES

     (455 )   (1,027 )
​ ​ ​ ​ ​ ​ ​ ​

CHANGE IN CASH AND CASH EQUIVALENTS

     50,071     8,806  

CASH AND CASH EQUIVALENTS—Beginning of period

     178,448     145,149  
​ ​ ​ ​ ​ ​ ​ ​

CASH AND CASH EQUIVALENTS—End of period

   $ 228,519   $ 153,955  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION—Cash paid during the period for:

              

Interest

   $ 159   $ 171  

Income taxes

     9,258     11,440  

Noncash investing and financing activities—property, plant, and equipment unpaid at end of period

     415     238  

Accrued contingent obligations for purchases of businesses

     3,192     2,000  

Accrued investment obligation

     1,000     —  

   

See notes to unaudited condensed consolidated financial statements.
See notes to consolidated financial statements.

4


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

1. BASIS OF PRESENTATION

        The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information (Accounting Standards Codification ("ASC") 270, Interim Reporting). Accordingly, they do not include all of the information necessary for a full presentation of financial position, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America ("GAAP"). Operating results for interim periods are not necessarily indicative of results that may be expected for the fiscal year as a whole. In the opinion of management, the condensed consolidated financial statements reflect all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation of the results of Welch Allyn Holdings, Inc. and subsidiaries (the "Company"), for the periods presented. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, sales, expenses, and related disclosures at the date of the financial statements and during the reporting period. Actual results could differ materially from these estimates. The December 31, 2014 condensed consolidated balance sheet data was derived from audited consolidated financial statements but does not include all disclosures required by GAAP. For further information, refer to the consolidated financial statements and notes included in the audited financial statements for the year ended December 31, 2014. The Company utilizes a fifty-two week fiscal year ending on December 31. The second quarter of 2015 and 2014 each contained 13 weeks and ended on July 4, and June 28, respectively.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        Description of Business—Operations of the Company involve the development, manufacture, marketing, and service of quality innovative illumination and diagnostic products throughout the world. The Company's significant manufacturing operations are located in the United States and Mexico. The Company also has sales distribution centers in Europe, Africa, Asia, and Australia. Principal products include reusable and disposable medical diagnostic instruments and equipment as well as miniature lamps. The Company generally sells its products on open account and performs periodic credit evaluations on its customers.

        On June 17, 2015, Hill-Rom Holdings, Inc. (NYSE: HRC) ("Hill-Rom") and the Company announced that the Boards of Directors of both companies have unanimously approved a definitive agreement under which Hill-Rom will acquire Welch Allyn for approximately $2.05 billion in cash and stock. Once the acquisition is consummated, the deferred compensation plan and long-term incentive plans of Welch Allyn will be terminated and all outstanding amounts will be paid to the plan participants.

5


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Accumulated Other Comprehensive Income—The amounts in accumulated other comprehensive income as of July 4, 2015 and December 31, 2014, are as follows:

 
   2015   2014  

Unrealized gains on available-for-sale securities—net of deferred tax expense of $452 in 2015 and $4,154 in 2014

   $ 769   $ 7,073  

Foreign currency translation adjustments

     3,841     6,638  

Adjustment for other postretirement benefit plan—net of deferred tax (benefit) of $(784) in 2015 and 2014

     (1,335 )   (1,335 )

Changes in fair value of derivatives—net of deferred tax expense of $282 in 2015 and $1,087 in 2014

     480     1,850  
​ ​ ​ ​ ​ ​ ​ ​

  $ 3,755   $ 14,226  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

        Changes in accumulated other comprehensive income, including amounts reclassified into earnings, are as follows:

 
   Unrealized
Gains on
Available-For-Sale
Securities(1) 		  Foreign
Currency
Translation
Adjustment 		  Adjustment
for
Postretirement
Benefit Plan 		  Changes in
Fair Value of
Derivatives(2) 		  Total  

Balance at December 31, 2013—net of deferred taxes

   $ 6,964   $ 12,992   $ 44   $ 286   $ 20,286  

Gross changes

    
1,718		    
(6,354
)		  
(2,189
)		  
2,767		    
(4,058
)

Reclassification into earnings

     (1,545 )   —     —     (286 )   (1,831 )

Tax

     (64 )   —     810     (917 )   (171 )
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balance at December 31, 2014—net of deferred taxes

     7,073     6,638     (1,335 )   1,850     14,226  

Gross changes

    
(3,355
)		  
(2,797
)		  
—		    
—		    
(6,152
)

Reclassification into earnings

     (6,651 )   —     —     (1,370 )   (8,021 )

Tax

     3,702     —     —     —     3,702  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Balance at July 4, 2015—net of deferred taxes

   $ 769   $ 3,841   $ (1,335 ) $ 480   $ 3,755  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
(1)
Amounts reclassified from accumulated other comprehensive income into investment income-net of interest expense.

(2)
Amounts reclassified from accumulated other comprehensive income are reported in net sales and cost of goods sold.

6


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

        Intangible Assets:    Amortizing intangible assets, net are comprised of the following (in thousands):

 
   Gross
Carrying
Amount 		  Accumulated
Amortization 		  Net
Carrying
Amount 		 

Customer base

   $ 47,379   $ (23,388 ) $ 23,991  

Patents

     2,606   $ (1,887 ) $ 719  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total amortizing intangible assets at December 31, 2014

   $ 49,985   $ (25,275 ) $ 24,710  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Customer base

   $ 50,302   $ (25,756 ) $ 24,546  

Patents

     2,450   $ (2,130 ) $ 320  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

Total amortizing intangible assets at July 4, 2015

   $ 52,752   $ (27,886 ) $ 24,866  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

        Trademarks are not included on this table as they have indefinite lives. At July 4, 2015 and December 31, 2014 trademarks totaled $5,294 and $5,302, respectively and are included within intangible assets on the balance sheet.

        The change in goodwill is as follows (in thousands):

At January 1, 2015

   $ 108,643  

Foreign currency translation

     (1,112 )

PediaVision purchase accounting finalization

     (918 )

Scale-Tronix acquisition

     18,411  
​ ​ ​ ​ ​

At July 4, 2015

   $ 125,024  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

3. INVENTORIES

        The composition of inventories, net of reserves, is as follows as of July 4, 2015 and December 31, 2014:

 
   2015   2014  

Raw material

   $ 19,255   $ 17,712  

Work-in-process

     15,641     14,998  

Finished goods

     26,250     24,913  
​ ​ ​ ​ ​ ​ ​ ​

  $ 61,146   $ 57,623  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

7


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

4. INCOME TAXES

        The effective tax rate was 95.4 and 72.5 percent for the three and six months ended July 4, 2015, respectively, compared to 31.4 and 32.5 percent for the comparable prior year periods.

        The effective rates for both the three and six months ended July 4, 2015 are higher than the comparable periods due primarily to $4.0 million tax expense incurred from the liquidation of the corporate owned life insurance program and $2.7 million tax expense due to anticipated nondeductible transaction costs in both the three and six months ended July 4, 2015.

        As of July 4, 2015, the balance of unrecognized tax benefits is approximately $2.7 million. It is reasonably possible that a reduction of up to $0.4 million of the balance of unrecognized tax benefits will occur within the next twelve months as a result of potential audit settlements.

5. TRANSACTIONS WITH RELATED COMPANIES

        Selling expense in the accompanying unaudited condensed consolidated financial statements includes a commission of $0 and $9,350 as of July 4, 2015 and June 28, 2014, respectively, which is paid to a Domestic International Sales Corporation affiliated by common ownership.

        The Company has advanced $35,598 and $34,365 at July 4, 2015 and December 31, 2014, respectively, to related-parties, under a split dollar agreement, for the purpose of funding life insurance policies on key stockholders (Note 7). The cash value of these policies has been assigned to the Company as collateral for the trusts' obligations to repay the advance. In 2012, this split dollar agreement was converted from an economic regime to a loan regime which converted the advanced monies to an interest-bearing loan. Interest accrued totaled $1,852 and $1,445 at July 4, 2015 and December 31, 2014, respectively.

6. EMPLOYEE BENEFITS

        Postretirement Benefits—The Company provides a contributory retiree health care plan covering all eligible employees who retired prior to January 1, 1990, and all eligible employees who have retired at normal retirement age between January 1, 1990 and December 31, 2014, with at least five years of active service.

        Benefit obligations and funding policies are at the discretion of the Company's management. Retiree contributions are adjusted annually and the plan contains other cost-sharing features such as deductibles and coinsurance, all of which vary based on the retiree's date of retirement. The accounting for the plan anticipates future cost-sharing changes to the written plan that are consistent with the Company's expressed intent to cap its contribution for all employees who retire after 1998 at the level in effect in 1998.

8


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

6. EMPLOYEE BENEFITS (Continued)

        The change in the benefit obligation is as follows:

At December 31, 2014

   $ 16,392  

Net periodic postretirement benefit cost

     136  
​ ​ ​ ​ ​

At July 4, 2015

   $ 16,528  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        Net periodic postretirement benefit cost is comprised of the following:

 
   Six Months Ended  
 
   July 4, 2015   June 28, 2014  

Service cost

   $ —   $ 2  

Interest cost

     136     266  

Amortization of unrecognized prior service cost

     —     72  
​ ​ ​ ​ ​ ​ ​ ​

Net periodic postretirement benefit cost

   $ 136   $ 340  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

        Long-Term Incentive Plans—The second quarter share price used to value outstanding PSUs and PHASARs increased by 49% from the first quarter to a share price of $19.50, reflecting market value indications as determined by our third party valuation group using a probability-weighted approach. The increase in the share price in the second quarter was driven by higher deal certainty. Second quarter compensation expense associated with our long-term incentive plans was $39,107, which included $6,257 as a component of cost of goods sold and $32,850 as a component of selling, general, and administrative expenses on the condensed consolidated statements of income and comprehensive income.

9


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

7. OTHER ASSETS

        The composition of other non-current assets is as follows as of July 4, 2015 and December 31, 2014:

Cash advanced to related party trusts for split dollar agreements (Note 5)

     37,450   $ 35,810  

Trading account investments related to deferred compensation plan

     31,284     31,327  

Available-for-sale securities

     3,510     29,633  

Corporate owned life insurance

     —     31,457  

Capitalized software

     29,491     7,052  

Cost and equity method investments

     18,788     18,554  

Advance payments to investee

     5,389     5,389  

Prepaid royalty

     2,000     2,000  

Advance payment to Hubble

     —     1,960  

Other

     42     35  
​ ​ ​ ​ ​ ​ ​ ​

Total

   $ 127,954   $ 163,217  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

        During the second quarter the corporate owned life insurance was liquidated. Proceeds from the liquidation are included in the sales of investments line of the Unaudited Condensed Consolidated Statements of Cash Flows under investing activities and totaled $33,362.

        The cost basis of trading account investments related to deferred compensation assets held was $28,978 and $28,931 at July 4, 2015 and December 31, 2014, respectively. These assets are primarily invested in mutual funds.

        A majority of the available-for sale-securities were sold in the second quarter of 2015. Proceeds from the sale of available-for-sale totaled $32,430 and $6,437 in the second quarter of 2015 and 2014, respectively. Proceeds from these sales are included in the sales of investments line of the Unaudited Condensed Consolidated Statements of Cash Flows under investing activities. Gains related to these sales totaled $16,096 and $2,117 in the second quarter of 2015 and 2014, respectively and are included on the gains on sale of securities line of the Unaudited Condensed Consolidated Statements of Cash Flows under operating activities. Gross unrealized gains and losses accumulated in other comprehensive income are as follows:

 
   July 4, 2015  
 
   Cost   Gross
Unrealized
Gains 		  Gross
Unrealized
Losses 		  Estimated
Fair Value 		 

Available-for-sale securities

   $ 2,290   $ 1,220   $     $ 3,510  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

10


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

7. OTHER ASSETS (Continued)


 
   December 31, 2014  
 
   Cost   Gross
Unrealized
Gains 		  Gross
Unrealized
Losses 		  Estimated
Fair Value 		 

Available-for-sale securities

   $ 18,412   $ 11,221   $ —   $ 29,633  
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​

8. ACCRUED EXPENSES

        The composition of accrued expenses as of July 4, 2015 and December 31, 2014 are as follows:

 
   2015   2014  

Accrued payroll and other employee related expenses

   $ 20,171   $ 29,102  

Current portion of long-term incentive obligation

     11,267     11,441  

Accrued rebates

     21,333     21,171  

Other

     28,272     28,266  
​ ​ ​ ​ ​ ​ ​ ​

Total

   $ 81,043   $ 89,980  
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​
​ ​ ​ ​ ​ ​ ​ ​

9. COMMITMENTS AND CONTINGENCIES

        The Company is involved in various pending and threatened actions arising from its normal business operations. Management believes that the Company has meritorious defenses or claims and it will vigorously protect itself in these actions. In the opinion of management, the outcome of these actions will not have a material effect on the Company's financial position and results of operations.

        The Company offers warranties for its products. The specific terms and conditions of those warranties vary depending upon the product sold. For products sold in the United States, the Company provides a basic limited warranty, including parts and labor, for periods ranging generally from one to five years. The Company estimates the costs that may be incurred under its basic limited warranty and records a liability in the amount of such costs at the time product revenue is recognized. Factors that affect the Company's warranty liability include the number of installed units, historical and anticipated rates of warranty claims, and cost per claim.

        Changes in the Company's product liability, included in accrued expenses in the accompanying unaudited condensed consolidated balance sheet, during the period are as follows:

 
   2015  

At December 31, 2014

   $ 3,465  

Warranties issued

     1,453  

Changes in estimates

        

Settlements made

     (1,639 )
​ ​ ​ ​ ​

At July 4, 2015

   $ 3,279  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

11


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

10. ACQUISITIONS

        On June 3, 2014, the Company acquired certain assets of PediaVision Holdings, LLC ("PediaVision"), a leading developer of vision technology and inventor of a new generation of user-friendly vision assessment technology that transcends age, developmental capacity and mobility. This acquisition offers the Company a unique opportunity to better serve its customers by offering them a state of the art diagnostic device for conducting eye examinations in a variety of settings. It also complements the Company's existing vision screening technology, specifically, the Welch Allyn SureSight® Vision Screener and Autorefractor.

        The purchase price was $8,112, including a holdback of $1,500. Additional contingent consideration totaling $500 was recognized at the acquisition date to accrue for future payments to the previous owner. Results of this acquisition are included in our consolidated results of operations from the date of acquisition and are not material. The cost of the acquisition was allocated to the assets acquired and liabilities assumed from PediaVision based on their fair values as of the close of the acquisition, with the amount exceeding the fair value of the net assets acquired being recorded as goodwill. Goodwill will be deducted for tax purposes utilizing the straight-line method over a period of 15 years.

        The following table summarizes the fair value of the assets acquired and liabilities assumed:

Current assets

   $ 235  

Fixed assets

     109  

Intangible assets

     8,244  
​ ​ ​ ​ ​

Total asset acquired

     8,588  

Current liabilities

     (476 )
​ ​ ​ ​ ​

Net assets acquired

   $ 8,112  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        The fair values of the assets acquired were determined using the income approach. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted using the Company weighted average cost of capital. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, marginal tax rates and expected profit margins giving consideration to historical and expected margins. The income fair value measurement approach is based on significant unobservable inputs, including management estimates and assumptions. Minor adjustments were made to the allocation of purchase price to intangibles in 2015, however, the overall impact is not material to necessitate a recast of those statements. As a result of these adjustments goodwill decreased by approximately $919.

12


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

10. ACQUISITIONS (Continued)

        The amounts assigned to major classes of intangible assets are shown below:

Customer base

   $ 163  

Trademarks

     603  

Developed Technology

     1,374  

Goodwill

     6,104  
​ ​ ​ ​ ​

Total intangible assets

   $ 8,244  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        On November 7, 2014, the Company acquired certain assets of HealthInterlink, LLC ("HealthInterlink"), a business engaged in researching, developing, manufacturing, marketing, distributing and selling software and other products and solutions for remote patient monitoring. In keeping with the Company's vision to transform care wherever patients and healthcare professionals connect, this acquisition will enable the Company to help clinicians prioritize patient care, allowing for early intervention and facilitating communications with patients outside traditional healthcare settings.

        The purchase price was $4,000, including a holdback of $600. Additional consideration totaling $200 was recognized at the acquisition date to accrue for future payments due to the previous owner over the next 2 years. Results of this acquisition are included in our consolidated results of operations from the date of acquisition and are not material. The cost of the acquisition was allocated to the assets acquired and liabilities assumed from HealthInterlink based on their fair values as of the close of the acquisition, with the amount exceeding the fair value of the net assets acquired being recorded as goodwill. Goodwill will be deducted for tax purposes utilizing the straight-line method over a period of 15 years.

        The following table summarizes the fair value of the assets acquired and liabilities assumed:

Current assets

   $ 48  

Intangible assets

     3,968  
​ ​ ​ ​ ​

Total asset acquired

     4,016  

Current liabilities

     (16 )
​ ​ ​ ​ ​

Net assets acquired

   $ 4,000  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        The fair values of the assets acquired were determined using the income approach.

        The amounts assigned to major classes of intangible assets are shown below:

Software

   $ 1,379  

Goodwill

     2,589  
​ ​ ​ ​ ​

Total intangible assets

   $ 3,968  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        Software is accounted for within other non current assets.

13


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

10. ACQUISITIONS (Continued)

        On January 1, 2015, the Company acquired Hubble Telemedical, Inc. ("Hubble"), a privately-held company that enables remote diabetic retinopathy screening and analysis in primary care and other convenient settings. The acquisition of Hubble further strengthens the Company's leadership position in delivering sight-saving solutions into primary care settings where they can have the largest impact on improving population health while also lowering the cost of care.

        The purchase price totaled $5,217, including a holdback of $200 and contingent consideration of $3,057. The holdback is due on or before the 30th day following the one-year anniversary of the closing date. The fair value of accrued contingent consideration recorded by the Company represents the estimated fair value of the contingent consideration the Company expects to pay to the former shareholders upon the achievement of certain financial milestones. The fair value of the contingent consideration liability was estimated by discounting to present value the contingent payments expected to be made utilizing a risk adjusted discount rate.

        Results of this acquisition are included in our consolidated results of operations from the date of acquisition and are not material. The cost of the acquisition was allocated to the assets acquired and liabilities assumed from Hubble based on their fair values as of the close of the acquisition.

        The following table summarizes the fair value of the assets acquired and liabilities assumed:

Current assets

   $ 932  

Deferred tax asset

     244  

Fixed assets

     11  

Intangible assets-software

     6,929  
​ ​ ​ ​ ​

Total asset acquired

     8,116  

Current liabilities

     (718 )

Non current deferred tax liability

     (2,181 )
​ ​ ​ ​ ​

Net assets acquired

   $ 5,217  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        As the values of certain assets acquired and liabilities assumed are preliminary in nature, they are subject to adjustment as additional information is obtained, including, but not limited to, the finalization of our intangible asset valuation. The valuations will be finalized in 2015. When the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of the intangible assets acquired, as well as goodwill.

        The fair values of the assets acquired were determined using the income approach. The income approach estimates the value for a subject asset based on the present value of cash flows projected to be generated by the asset. The projected cash flows were discounted using the Company weighted average cost of capital. The projected cash flows for each asset considered multiple factors from the perspective of a marketplace participant including revenue projections from existing customers, attrition trends, marginal tax rates and expected profit margins giving consideration to historical and expected

14


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

10. ACQUISITIONS (Continued)

margins. The income fair value measurement approach is based on significant unobservable inputs, including management estimates and assumptions.

        On May 5, 2015, the Company acquired substantially all assets of Scale-Tronix, Inc ("Scale-Tronix"). The purchase price was $40,295.—Scale-Tronix is a leading manufacturer of medical scales and patient weighing systems for hospitals, clinics and extended-care facilities around the world. This acquisition gives the Company an opportunity to better serve its hospital and physician customers by offering a variety of clinical-grade scales that capture a vital piece of patient-specific information at the point-of-care.

        Results of this acquisition are included in our consolidated results of operations from the date of acquisition and are not material. The cost of the acquisition was allocated to the assets acquired and liabilities assumed from Scale-Tronix based on their fair values as of the close of the acquisition.

        The following table summarizes the fair value of the assets acquired and liabilities assumed:

Current assets

   $ 3,537  

Fixed assets

     13  

Intangible assets

     37,506  
​ ​ ​ ​ ​

Total asset acquired

     41,056  

Current liabilities

     (761 )
​ ​ ​ ​ ​

Net assets acquired

   $ 40,295  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        The fair values of the assets acquired were determined using industry trends for the healthcare equipment industry. As the values of certain assets acquired and liabilities assumed are preliminary in nature, they are subject to adjustment as additional information is obtained, including, but not limited to, the finalization of our intangible asset valuation. The valuations will be finalized during the measurement period. When the valuations are finalized, any changes to the preliminary valuation of assets acquired or liabilities assumed may result in material adjustments to the fair value of the intangible assets acquired, as well as goodwill.

        The amounts assigned to major classes of intangible assets are shown below:

Trademarks

   $ 299  

Customer base

     2,915  

Developed Technology

     15,881  

Goodwill

     18,411  
​ ​ ​ ​ ​

Total intangible assets

   $ 37,506  
​ ​ ​ ​ ​
​ ​ ​ ​ ​
​ ​ ​ ​ ​

        Trademarks are not being amortized based on the Company's intent to use them indefinitely. Customer base assets are being amortized by the straight-line method over 10 years. Developed Technology is being amortized by the straight-line method over five years.

15


WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Continued)

AS OF JULY 4, 2015 AND DECEMBER 31, 2014 AND FOR THE SIX MONTHS ENDED
JULY 4, 2015 AND JUNE 28, 2014

(in thousands, except share and per share amounts)

10. ACQUISITIONS (Continued)

        Various factors contributed to the establishment of goodwill, including: operational synergies; the incremental value that the Scale-Tronix product line will bring to Welch Allyn's portfolio, and the expected revenue growth over time that is attributable to increased market penetration from future products and customers for Welch Allyn. Goodwill will be deducted for tax purposes utilizing the straight-line method over a period of 15 years.

11. SUBSEQUENT EVENTS

        The Company has evaluated the impact of subsequent events through August 14, 2015, representing the date at which the condensed consolidated financial statements were available to be issued.

******

16



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WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JULY 4, 2015 AND DECEMBER 31, 2014 (in thousands, except share and per share amounts)
WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS AS OF JULY 4, 2015 AND DECEMBER 31, 2014 (in thousands, except share and per share amounts)
WELCH ALLYN HOLDINGS, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE AND SIX MONTHS ENDED JULY 4, 2015 AND JUNE 28, 2014 (in thousands)
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