Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Apr. 02, 2017 | May 01, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Apr. 2, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | TFX | |
Entity Registrant Name | TELEFLEX INCORPORATED | |
Entity Central Index Key | 96,943 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 44,981,275 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Income Statement [Abstract] | ||
Net revenues | $ 487,881 | $ 424,893 |
Cost of goods sold | 232,321 | 199,746 |
Gross profit | 255,560 | 225,147 |
Selling, general and administrative expenses | 163,969 | 136,348 |
Research and development expenses | 17,827 | 12,353 |
Restructuring charges | 12,945 | 9,968 |
Gain on sale of assets | 0 | (1,019) |
Income from continuing operations before interest, loss on extinguishment of debt and taxes | 60,819 | 67,497 |
Interest expense | 17,726 | 13,784 |
Interest income | (169) | (80) |
Loss on extinguishment of debt | 5,582 | 0 |
Income from continuing operations before taxes | 37,680 | 53,793 |
(Benefit) taxes on income from continuing operations | (2,669) | 2,613 |
Income from continuing operations | 40,349 | 51,180 |
Operating loss from discontinued operations | (282) | (382) |
Benefit on loss from discontinued operations | (103) | (70) |
Loss from discontinued operations | (179) | (312) |
Net income | 40,170 | 50,868 |
Less: Income from continuing operations attributable to noncontrolling interest | 0 | 179 |
Net income attributable to common shareholders | $ 40,170 | $ 50,689 |
Basic: | ||
Income from continuing operations (in dollars per share) | $ 0.90 | $ 1.22 |
Loss from discontinued operations (in dollars per share) | (0.01) | 0 |
Net income (in dollars per share) | 0.89 | 1.22 |
Diluted: | ||
Income from continuing operations (in dollars per share) | 0.87 | 1.05 |
Loss from discontinued operations (in dollars per share) | (0.01) | (0.01) |
Net income (in dollars per share) | 0.86 | 1.04 |
Dividends per share (in dollars per share) | $ 0.34 | $ 0.34 |
Weighted average common shares outstanding | ||
Basic (in shares) | 44,893 | 41,647 |
Diluted (in shares) | 46,615 | 48,782 |
Amounts attributable to common shareholders: | ||
Income from continuing operations, net of tax | $ 40,349 | $ 51,001 |
Income (loss) from discontinued operations, net of tax | (179) | (312) |
Net income attributable to common shareholders | $ 40,170 | $ 50,689 |
CONDENSED CONSOLIDATED STATEME3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 40,170 | $ 50,868 |
Other comprehensive income, net of tax: | ||
Foreign currency translation, net of tax of $(7,089) and $(4,177) | 46,982 | 20,455 |
Pension and other postretirement benefit plans adjustment, net of tax of $(532) and $(629) | 890 | 1,238 |
Derivatives qualifying as hedges, net of tax of $(555) and $(379) | 1,728 | 1,480 |
Other comprehensive income, net of tax: | 49,600 | 23,173 |
Comprehensive income | 89,770 | 74,041 |
Less: comprehensive income attributable to noncontrolling interest | 0 | 158 |
Comprehensive income attributable to common shareholders | $ 89,770 | $ 73,883 |
CONDENSED CONSOLIDATED STATEME4
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation, tax | $ (7,089) | $ (4,117) |
Pension and other postretirement benefits plans adjustment, tax | (532) | (629) |
Derivatives qualifying as hedges, tax | $ (555) | $ (379) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash and cash equivalents | $ 689,129 | $ 543,789 |
Accounts receivable, net | 282,872 | 271,993 |
Inventories, net | 355,289 | 316,171 |
Prepaid expenses and other current assets | 47,238 | 40,382 |
Prepaid taxes | 20,599 | 8,179 |
Assets held for sale | 0 | 2,879 |
Total current assets | 1,395,127 | 1,183,393 |
Property, plant and equipment, net | 355,234 | 302,899 |
Goodwill | 1,815,498 | 1,276,720 |
Intangible assets, net | 1,620,454 | 1,091,663 |
Deferred tax assets | 1,963 | 1,712 |
Other assets | 44,160 | 34,826 |
Total assets | 5,232,436 | 3,891,213 |
Current liabilities | ||
Current borrowings | 131,095 | 183,071 |
Accounts payable | 82,018 | 69,400 |
Accrued expenses | 82,390 | 65,149 |
Current portion of contingent consideration | 669 | 587 |
Payroll and benefit-related liabilities | 65,927 | 82,679 |
Accrued interest | 12,686 | 10,450 |
Income taxes payable | 8,043 | 7,908 |
Other current liabilities | 9,530 | 8,402 |
Total current liabilities | 392,358 | 427,646 |
Long-term borrowings | 1,957,797 | 850,252 |
Deferred tax liabilities | 460,654 | 271,377 |
Pension and postretirement benefit liabilities | 130,226 | 133,062 |
Noncurrent liability for uncertain tax positions | 17,939 | 17,520 |
Other liabilities | 54,558 | 52,015 |
Total liabilities | 3,013,532 | 1,751,872 |
Commitments and contingencies | ||
Convertible notes - redeemable equity component | 0 | 1,824 |
Mezzanine equity | 0 | 1,824 |
Total shareholders' equity | 2,218,904 | 2,137,517 |
Total liabilities and shareholders' equity | $ 5,232,436 | $ 3,891,213 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Cash flows from operating activities of continuing operations: | ||
Net income | $ 40,170 | $ 50,868 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Loss (income) from discontinued operations | 179 | 312 |
Depreciation expense | 14,180 | 12,602 |
Amortization expense of intangible assets | 18,785 | 15,357 |
Amortization expense of deferred financing costs and debt discount | 1,406 | 4,377 |
Loss on extinguishment of debt | 5,582 | 0 |
Gain on sale of assets | 0 | (1,019) |
Fair value step up of acquired inventory sold | 7,832 | 0 |
Changes in contingent consideration | 179 | 377 |
Stock-based compensation | 4,240 | 3,437 |
Deferred income taxes, net | (3,081) | 756 |
Other | (2,703) | (3,114) |
Changes in operating assets and liabilities, net of effects of acquisitions and disposals: | ||
Accounts receivable | 18,691 | (10,568) |
Inventories | (5,322) | (5,104) |
Prepaid expenses and other current assets | (1,224) | (3,749) |
Accounts payable and accrued expenses | 2,696 | 4,502 |
Income taxes receivable and payable, net | (10,670) | (2,202) |
Net cash provided by operating activities from continuing operations | 90,940 | 66,832 |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | (12,894) | (7,822) |
Proceeds from sale of assets | 6,332 | 1,251 |
Payments for businesses and intangibles acquired, net of cash acquired | (975,524) | 0 |
Net cash used in investing activities from continuing operations | (982,086) | (6,571) |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 1,194,500 | 0 |
Reduction in borrowings | (138,251) | (9) |
Debt extinguishment, issuance and amendment fees | (19,114) | 0 |
Net proceeds from share based compensation plans and the related tax impacts | (505) | 3,180 |
Payments for contingent consideration | (79) | (61) |
Dividends paid | (15,287) | (14,179) |
Net cash provided by (used in) financing activities from continuing operations | 1,021,264 | (11,069) |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | (266) | (126) |
Net cash used in discontinued operations | (266) | (126) |
Effect of exchange rate changes on cash and cash equivalents | 15,488 | 5,126 |
Net increase in cash and cash equivalents | 145,340 | 54,192 |
Cash and cash equivalents at the beginning of the period | 543,789 | 338,366 |
Cash and cash equivalents at the end of the period | 689,129 | 392,558 |
Non cash financing activities of continuing operations: | ||
Settlement and exchange of convertible notes with common or treasury stock | 958 | 5 |
Acquisition of treasury stock associated with settlement and exchange of convertible note hedge and warrant agreements | $ 19,311 | $ 11 |
CONDENSED CONSOLIDATED STATEME7
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Unaudited) - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning Balance at Dec. 31, 2015 | $ (371,124) | |||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | $ 50,868 | |||||
Other comprehensive (loss) income | 23,173 | |||||
Ending Balance at Mar. 27, 2016 | (347,930) | |||||
Beginning Balance (in shares) at Dec. 31, 2016 | 45,814 | 1,741 | ||||
Beginning Balance at Dec. 31, 2016 | 2,137,517 | $ 45,814 | $ 506,800 | $ 2,194,593 | (438,717) | $ (170,973) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 40,170 | 40,170 | ||||
Cash dividends ($0.34 per share) | (15,287) | (15,287) | ||||
Other comprehensive (loss) income | 49,600 | 49,600 | ||||
Settlements of convertible notes (in shares) | 928 | 0 | ||||
Settlements of convertible notes | 4,848 | $ 928 | 3,890 | $ 30 | ||
Settlements of note hedges associated with convertible notes (in shares) | 119 | |||||
Settlements of note hedges associated with convertible notes and warrants | 2 | 19,311 | $ (19,309) | |||
Shares issued under compensation plans (in shares) | 53 | 41 | ||||
Shares issued under compensation plans | 1,966 | $ 53 | (156) | $ 2,069 | ||
Deferred compensation (in shares) | (2) | |||||
Deferred compensation | 88 | $ 88 | ||||
Ending Balance (in shares) at Apr. 02, 2017 | 46,795 | 1,817 | ||||
Ending Balance at Apr. 02, 2017 | $ 2,218,904 | $ 46,795 | $ 529,845 | $ 2,219,476 | $ (389,117) | $ (188,095) |
CONDENSED CONSOLIDATED STATEME8
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Statement of Stockholders' Equity [Abstract] | ||
Dividends per share (in dollars per share) | $ 0.34 | $ 0.34 |
Basis of presentation
Basis of presentation | 3 Months Ended |
Apr. 02, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of presentation | Note 1 — Basis of presentation The accompanying unaudited condensed consolidated financial statements of Teleflex Incorporated and its subsidiaries (“we,” “us,” “our,” “Teleflex” and the “Company”) are prepared on the same basis as its annual consolidated financial statements. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for the fair statement of financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and with Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for financial statements included in Form 10-Q. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The results of operations for the periods reported are not necessarily indicative of those that may be expected for a full year. In accordance with applicable accounting standards, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in the Company's annual consolidated financial statements. The year-end condensed consolidated balance sheet data was derived from the Company's audited financial statements, but, as permitted by Rule 10-01 of SEC Regulation S-X, does not include all disclosures required by GAAP for complete financial statements. Accordingly, the Company's quarterly condensed consolidated financial statements should be read in conjunction with the Company's consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 . |
New accounting standards
New accounting standards | 3 Months Ended |
Apr. 02, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New accounting standards | Note 2 — New accounting standards In May 2014, the FASB, in a joint effort with the International Accounting Standards Board ("IASB"), issued new accounting guidance to clarify the principles for recognizing revenue. The new guidance is designed to enhance the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and will affect any entity that enters into contracts with customers or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The new guidance establishes principles for reporting information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The core principle of the new guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years. Although the Company's evaluation of this guidance is ongoing, the Company's preliminary assessment indicates that the adoption of this guidance will not have a material impact on the Company’s results of operations, cash flows and financial position. In February 2016, the FASB issued guidance that will change the requirements for accounting for leases. Under the new guidance, lessees (including lessees under both leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under current guidance, operating leases are not recognized on the balance sheet. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements; the guidance provides certain practical expedients. The Company is currently evaluating this guidance to determine its impact on the Company’s results of operations, cash flows and financial position. In March 2016, the FASB issued new guidance designed to simplify several aspects of the accounting for share-based payment transactions, including, among other things, guidance related to accounting for income taxes, modification of the criteria for classification of awards as either equity awards or liability awards where an employer withholds shares from an employee's share-based award for tax withholding purposes, and classification on the statement of cash flows of cash payments to a tax authority by an employer that withholds shares from an employee's award for tax withholding purposes. The Company adopted this standard as of January 1, 2017. The Company has applied the new guidance requiring recognition of excess tax deficiencies and tax benefits in the income statement, rather than in additional paid-in-capital, as previously required. The adoption of the new standard increased net income and cash flows from operating activities by $3.4 million ( $0.07 diluted earnings per share) for the three months ended April 2, 2017. The Company will continue to estimate forfeitures of share-based awards at the time of grant, rather than recognize actual forfeitures as they occur, as permitted under the new guidance. In August 2016, the FASB issued new guidance with regard to eight specific issues pertaining to the classification of certain cash receipts and cash payments within the statement of cash flows. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The new guidance should generally be adopted using a retrospective transition method for each period presented. Although the Company's evaluation of this guidance is ongoing, the Company's preliminary assessment indicates that the adoption of this guidance will not have a material impact on the Company's cash flows. In October 2016, the FASB issued new guidance requiring companies to recognize the income tax effects of intra-entity sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. Previously, recognition was prohibited until the assets were sold to an outside party or otherwise utilized. The guidance is effective for annual periods beginning after December 15, 2017, and early adoption is permitted as of the beginning of an annual reporting period. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact of the adoption of this guidance, but currently does not anticipate the guidance will have a material impact on its consolidated financial position or results of operations. In January 2017, the FASB issued new guidance to clarify the definition of a “business,” with the objective of assisting entities in evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or as an acquisition of a business. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill and consolidation. The guidance generally defines a business as an integrated set of activities and assets (collectively referred to as a “set”) that is capable of being conducted and managed for the purpose of providing a return to investors or other owners, members, or participants. The guidance further provides that, to be considered a business, a set must meet specified requirements. However, the guidance also states that, if substantially all of the fair value of gross assets acquired (subject to specified exceptions) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business and no further analysis is required. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted under specified circumstances. In January 2017, the FASB issued guidance to simplify the quantitative test for goodwill impairment. Under current guidance, if a reporting unit’s carrying value exceeds its fair value, the entity must determine the implied value of goodwill. This determination is made by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole as if the reporting unit had just been acquired. Under the new guidance, a determination of the implied value of goodwill will no longer be required; a goodwill impairment will be equal to the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance is effective for fiscal years, and any interim goodwill impairment tests within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of the adoption of this guidance, but currently does not anticipate the guidance will have a material impact on its consolidated financial position or results of operations. In March 2017, the FASB issued new guidance for employers that sponsor defined benefit pension or other postretirement benefit plans. The new guidance requires that these employers disaggregate specified components of net periodic pension cost and net periodic postretirement benefit cost (collectively, "net benefit cost"). Specifically, the guidance generally requires employers to present in the income statement the service cost component of net benefit cost in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and generally is required to be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance, but currently does not anticipate the guidance will have a material impact on its consolidated results of operations. From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by the Company as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. The Company has assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believes the new guidance will not have a material impact on the Company’s results of operations, cash flows or financial position. |
Acquisitions
Acquisitions | 3 Months Ended |
Apr. 02, 2017 | |
Business Combinations [Abstract] | |
Acquisitions | Note 3 — Acquisitions On February 17, 2017, the Company completed the acquisition of Vascular Solutions, Inc. (“Vascular Solutions”) pursuant to the terms of an Agreement and Plan of Merger, dated as of December 1, 2016 (the "Merger Agreement"). Vascular Solutions is a medical device company that develops and markets products for use in minimally invasive coronary and peripheral vascular procedures. At the effective time of the Merger (the “Effective Time”), each share of common stock of Vascular Solutions (the “Shares”), other than Shares held by Vascular Solutions, Teleflex, or their respective subsidiaries, and Shares then held by a holder who has properly asserted dissenters’ rights under applicable law, was converted into the right to receive $56.00 per Share in cash, without interest and subject to applicable withholding tax (the “Merger Consideration”). In addition, each outstanding option or similar right to purchase Shares (other than pursuant to the employee stock purchase program of Vascular Solutions) issued under the Vascular Solutions’ Stock Option and Stock Award Plan (the "Company Options") was cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the total number of Shares subject to such Company Option immediately prior to the Effective Time and (ii) the excess, if any, of the Merger Consideration over the exercise price of such Company Option, subject to applicable withholding tax. The aggregate consideration transferred was approximately $975.5 million , net of cash acquired. Transaction expenses associated with the Vascular Solutions acquisition, which are included in selling, general and administrative expenses in the condensed consolidated statement of income were $8.9 million for the three months ended April 2, 2017 . For the period from February 18, 2017 through April 2, 2017 , the Company recorded post acquisition revenue and operating loss of $21.6 million and $14.8 million , respectively, related to Vascular Solutions. Financial information of Vascular Solutions is presented within the "All Other" category in the Company's presentation of segment information. The transaction was financed utilizing borrowings under the Amended and Restated Credit Agreement, dated January 20, 2017 (the "Credit Agreement"), which is described in Note 7. The following table presents the preliminary fair value determination of the assets acquired and liabilities assumed as of February 17, 2017 with respect to the Vascular Solutions acquisition, which was accounted for as a business combination: (Dollars in thousands) Assets Current assets $ 64,232 Property, plant and equipment 46,886 Intangible assets 539,250 Goodwill 521,396 Other assets 728 Total assets acquired 1,172,492 Less: Current liabilities 13,470 Deferred tax liabilities 183,498 Liabilities assumed 196,968 Net assets acquired $ 975,524 The Company is continuing to evaluate the initial purchase price allocation, and further adjustments may be necessary as a result of the Company's assessment of additional information related to the fair values of the assets acquired and liabilities assumed, primarily deferred tax liabilities, certain intangible assets and goodwill. The goodwill resulting from the acquisition primarily reflects synergies currently expected to be realized from the integration of the acquired business. The following table sets forth the components of identifiable intangible assets acquired and the ranges of the useful lives as of the date of acquisition: Fair value Useful life range (Dollars in thousands) (Years) Intellectual property 248,200 10- 20 In-process research and development ("IPR&D") 15,600 Indefinite Trade names 16,650 20 Customer lists 258,800 25 Pro forma combined financial information The following unaudited pro forma combined financial information for the three months ended April 2, 2017 and March 27, 2016, respectively, gives effect to the Vascular Solutions acquisition as if it was completed at the beginning of each of the respective periods. Three Months Ended April 2, 2017 March 27, 2016 (Dollars and shares in thousands, except per share) Net revenue $ 510,705 $ 464,124 Net income $ 26,247 $ 36,186 Basic earnings per common share: Net income $ 0.58 $ 0.87 Diluted earnings per common share: Net income $ 0.56 $ 0.74 Weighted average common shares outstanding: Basic 44,893 41,647 Diluted 46,615 48,782 The unaudited pro forma combined financial information presented above includes the accounting effects of the business combination, including amortization charges from acquired intangible assets, adjustments for depreciation of property plant and equipment, interest expense, the revaluation of inventory and the related tax effects. The unaudited pro forma financial information for the three months ended April 2, 2017 includes non-recurring charges specifically related to the acquisition, including $23.8 million in combined acquisition costs of the Company and Vascular Solutions and $2.1 million in interest expense associated with a bridge loan facility that was put in place on December 1, 2016 to, among other things, assist the Company in financing the acquisition of Vascular Solutions. The bridge facility was not utilized, as the required financing was provided under the Credit Agreement. The unaudited pro forma combined financial information for the three months ended March 27, 2016 reflects the historical results of Vascular Solutions based upon their respective reporting period for the three months ended March 31, 2016 and the effects of the pro forma adjustments listed above. 2016 acquisitions The Company made the following acquisitions during 2016 (the "2016 acquisitions"), which, with the exception of its acquisition of the outstanding noncontrolling interest in Teleflex Medical Private Limited, were accounted for as business combinations: • On September 2, 2016, the Company acquired certain assets of CarTika Medical, Inc., ("CarTika"), an original equipment manufacturer (OEM) of catheters and other medical devices that complement the Company's OEM product portfolio. • On July 1, 2016, the Company, which previously owned a 74% controlling interest in its Indian affiliate, Teleflex Medical Private Limited, acquired the remaining 26% ownership interest from the noncontrolling shareholders. Teleflex Medical Private Limited is part of the Company's Asia reportable operating segment. As this acquisition did not result in a change in the Company's control of the entity, the Company recognized the $7.5 million excess of the purchase price of the noncontrolling interest over its carrying value as equity. • During the second quarter 2016, the Company acquired certain assets of two medical device and supplies distributors in New Zealand. The aggregate purchase price paid in connection with the 2016 acquisitions was $22.8 million . The results of operations of the acquired businesses and assets are included in the condensed consolidated statements of income from their respective acquisition dates. Pro forma information is not presented, as the operations of the acquired businesses are not significant to the overall operations of the Company. |
Restructuring charges
Restructuring charges | 3 Months Ended |
Apr. 02, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring charges | Note 4 — Restructuring charges The restructuring charges recognized for the three months ended April 2, 2017 and March 27, 2016 consisted of the following: Three Months Ended April 2, 2017 Termination Benefits Facility Closure Costs Contract Termination Costs Other Exit Costs Total (Dollars in thousands) 2017 Vascular Solutions Integration Program $ 4,482 $ — $ — $ — $ 4,482 2017 EMEA Restructuring Program 7,121 — — — 7,121 2016 Footprint realignment plan 539 12 (71 ) 29 509 2014 Footprint realignment plan 303 — — 8 311 Other restructuring programs (1) 305 47 130 40 522 Total restructuring charges $ 12,750 $ 59 $ 59 $ 77 $ 12,945 Three Months Ended March 27, 2016 Termination Benefits Facility Closure Costs Contract Termination Costs Other Exit Costs Total (Dollars in thousands) 2016 Footprint realignment plan $ 10,347 $ — $ — $ — $ 10,347 Other restructuring programs (2) (495 ) 123 (108 ) 101 (379 ) Total restructuring charges $ 9,852 $ 123 $ (108 ) 101 $ 9,968 (1) Other restructuring programs include the 2016 Other Restructuring programs and the 2015 Restructuring programs. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. (2) Other restructuring programs includes the 2015 Restructuring programs, the 2014 Footprint Realignment plan and the 2012 Restructuring program. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. 2017 Vascular Solutions Integration Program During the first quarter 2017, the Company committed to a restructuring program related to the integration of Vascular Solutions into Teleflex. The Company initiated the program in the first quarter 2017 and expects the program to be substantially completed by the end of the second quarter 2018. The Company estimates that it will record aggregate pre-tax restructuring charges of $6.0 million to $7.5 million related to this program, of which $4.5 million to $5.3 million will constitute termination benefits, while $1.5 million to $2.2 million will relate to other exit costs including employee relocation and outplacement costs. Additionally, the Company expects to incur $2.5 million to $3.0 million of restructuring related charges consisting primarily of retention bonuses offered to certain employees expected to remain with the Company after completion of the program. All of these charges will result in future cash outlays. 2017 EMEA Restructuring Program During the first quarter 2017, the Company committed to a restructuring program to centralize certain administrative functions in Europe. The program will commence in the second quarter 2017 and is expected to be substantially completed by the end of 2018. The Company estimates that it will record aggregate pre-tax restructuring charges of $7.1 million to $8.5 million related to this program, almost all of which constitute termination benefits, and all of which will result in future cash outlays. 2016 Other Restructuring Programs During 2016, the Company committed to programs designed to improve operating efficiencies and reduce costs. The programs involve the consolidation of certain global administrative functions and manufacturing operations (the "Other 2016 restructuring programs"). The programs commenced in the second half of 2016 and are expected to be substantially complete by the end of the first quarter 2018. The Company estimates that it will record aggregate pre-tax charges of $3.8 million to $4.7 million related to these actions, substantially all of which constitute termination benefits that will result in future cash outlays. Additionally, the Company expects to incur approximately $1.5 million of accelerated depreciation and other costs directly related to these programs and anticipates that these costs to be recognized in cost of goods sold, of which, approximately $0.6 million is expected to result in future outlays. As of April 2, 2017 , the Company has a restructuring reserve of $1.7 million related to this program. 2016 Footprint Realignment Plan In 2016, the Company initiated a restructuring plan (the “2016 footprint realignment plan’) designed to reduce costs, improve operating efficiencies and enhance the Company’s long term competitive position. The plan involves the relocation of certain manufacturing operations, the relocation and outsourcing of certain distribution operations and a related workforce reduction at certain of the Company's facilities. These actions commenced in the first quarter of 2016 and are expected to be substantially completed by the end of 2018. The Company estimates that it will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2016 footprint realignment plan of between approximately $34 million to $44 million , of which an estimated $27 million to $31 million are expected to result in future cash outlays. Most of these charges, and the related cash outlays, are expected to be made prior to the end of 2018. In addition to the restructuring charges outlined in the tables above, the Company recorded restructuring related charges of $2.1 million and $0.6 million for the three months ended April 2, 2017 and March 27, 2016, respectively, related to this plan, the majority of which constituted accelerated depreciation and other costs, principally for the transfer of manufacturing operations to the new locations. These costs were recognized primarily in cost of goods sold. As of April 2, 2017 , the Company has incurred net aggregate restructuring charges related to the 2016 Footprint realignment plan of $13.0 million . Additionally, as of April 2, 2017 , the Company has incurred net aggregate accelerated depreciation and certain other costs, principally related to the transfer of manufacturing operations to new locations, of $8.5 million . These costs primarily were included in cost of goods sold. As of April 2, 2017 , the Company has a restructuring reserve of $8.9 million related to this plan, the majority of which relates to termination benefits. 2014 Footprint Realignment Plan In 2014, the Company initiated a restructuring plan (“the 2014 footprint realignment plan”) involving the consolidation of operations and a related reduction in workforce at certain facilities, and the relocation of manufacturing operations from certain higher-cost locations to existing lower-cost locations. These actions commenced in the second quarter 2014 and are expected to be substantially completed by the end of the first half of 2020.The Company estimates that it will incur aggregate pre-tax restructuring and restructuring related charges in connection with the 2014 footprint realignment plan of approximately $43 million to $48 million , of which, an estimated $33 million to $38 million are expected to result in future cash outlays. These actions commenced in the second quarter 2014 and are expected to be substantially completed by the end of the first half of 2020. The Company expects to incur $24 million to $30 million in aggregate capital expenditures under the plan . In addition to the restructuring charges set forth in the tables above, the Company recorded restructuring related charges of $1.6 million and $2.1 million for the three months ended April 2, 2017 and March 27, 2016, respectively, related to the 2014 footprint realignment plan, the majority of which constituted accelerated depreciation and other costs principally related to the transfer of manufacturing operations to new locations. These costs were recognized primarily in cost of goods sold. As of April 2, 2017 , the Company has incurred net aggregate restructuring charges related to the 2014 footprint realignment plan of $11.4 million . Additionally, as of April 2, 2017 , the Company has incurred net aggregate accelerated depreciation and certain other costs, principally for the transfer of manufacturing operations from the existing locations to the new locations in connection with the plan of $24.5 million . These costs primarily were included in cost of goods sold. As of April 2, 2017 , the Company has a restructuring reserve of $4.8 million in connection with the plan, all of which relates to termination benefits. For additional information regarding the Company's restructuring programs, see Note 4 to the Company's consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. Restructuring charges by reportable operating segment for the three months ended April 2, 2017 and March 27, 2016 are set forth in the following table: Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Restructuring charges Vascular North America $ 748 $ 4,163 Anesthesia North America 247 1,875 Surgical North America — (19 ) EMEA 7,500 3,872 Asia — 2 OEM — 4 All other 4,450 71 Total restructuring charges $ 12,945 $ 9,968 |
Inventories, net
Inventories, net | 3 Months Ended |
Apr. 02, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Note 5 — Inventories, net Inventories as of April 2, 2017 and December 31, 2016 consisted of the following: April 2, 2017 December 31, 2016 (Dollars in thousands) Raw materials $ 92,172 $ 65,319 Work-in-process 60,063 54,555 Finished goods 203,054 196,297 Inventories, net $ 355,289 $ 316,171 |
Goodwill and other intangible a
Goodwill and other intangible assets, net | 3 Months Ended |
Apr. 02, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets, net | Note 6 — Goodwill and other intangible assets, net The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the three months ended April 2, 2017 : Vascular Anesthesia Surgical EMEA Asia OEM All Total (Dollars in thousands) Balance as of December 31, 2016 $ 345,546 $ 141,253 $ 250,912 $ 290,041 $ 138,185 $ 4,883 $ 105,900 $ 1,276,720 Goodwill related to acquisitions — — — — — — 521,396 521,396 Currency translation and other adjustments (1,590 ) 93 — 11,186 5,735 — 1,958 17,382 Balance as of April 2, 2017 $ 343,956 $ 141,346 $ 250,912 $ 301,227 $ 143,920 $ 4,883 $ 629,254 $ 1,815,498 The following table provides information as of April 2, 2017 and December 31, 2016 regarding the gross carrying amount of, and accumulated amortization relating to, intangible assets, net: Gross Carrying Amount Accumulated Amortization April 2, 2017 December 31, 2016 April 2, 2017 December 31, 2016 (Dollars in thousands) Customer relationships $ 885,648 $ 622,428 $ (248,033 ) $ (239,055 ) In-process research and development 32,689 16,532 — — Intellectual property 769,892 519,962 (213,843 ) (203,390 ) Distribution rights 23,185 23,021 (15,673 ) (15,239 ) Trade names 400,406 379,724 (15,357 ) (13,974 ) Non-compete agreements 2,771 2,692 (1,231 ) (1,038 ) $ 2,114,591 $ 1,564,359 $ (494,137 ) $ (472,696 ) |
Borrowings
Borrowings | 3 Months Ended |
Apr. 02, 2017 | |
Debt Disclosure [Abstract] | |
Borrowings | Note 7 — Borrowings The Company's borrowings at April 2, 2017 and December 31, 2016 were as follows: April 2, 2017 December 31, 2016 (Dollars in thousands) Senior Credit Facility: Revolving credit facility, at a rate of 2.46% at April 2, 2017, due 2022 $ 608,000 $ 210,000 Term loan facility, at a rate of 2.44% at April 2, 2017, due 2022 750,000 — 3.875% Convertible Senior Subordinated Notes due 2017 44,325 136,076 4.875% Senior Notes due 2026 400,000 400,000 5.25% Senior Notes due 2024 250,000 250,000 Securitization program, at a rate of 1.73% at April 2, 2017 50,000 50,000 2,102,325 1,046,076 Less: Unamortized debt discount on 3.875% Convertible Senior Subordinated Notes due 2017 (504 ) (2,707 ) Less: Unamortized debt issuance costs (12,929 ) (10,046 ) 2,088,892 1,033,323 Current borrowings (131,095 ) (183,071 ) Long-term borrowings $ 1,957,797 $ 850,252 Amended and restated senior credit facility On January 20, 2017, the Company entered into the Credit Agreement, which provides for a five year revolving credit facility of $1.0 billion and a term loan facility of $750.0 million . The obligations under the Credit Agreement are guaranteed (subject to certain exceptions and limitations) by substantially all of the material domestic subsidiaries of the Company and are secured by a lien on substantially all of the assets owned by the Company and each guarantor. The maturity date of the revolving credit facility under the Credit Agreement is January 20, 2022 and the term loan facility will mature on February 17, 2022. At the Company’s option, loans under the Credit Agreement will bear interest at a rate equal to adjusted LIBOR plus an applicable margin ranging from 1.25% to 2.50% or at an alternate base rate, which is defined as the highest of (i) the publicly announced prime rate of JPMorgan Chase Bank, N.A., the administrative agent under the Credit Agreement, (ii) 0.5% above the federal funds rate and (iii) 1% above adjusted LIBOR for a one month interest period on such day, plus an applicable margin ranging from 0.25% to 1.50% , in each case subject to adjustment based on the Company’s consolidated total leverage ratio (generally, the ratio of Consolidated Total Funded Indebtedness to Consolidated EBITDA, each as defined in the Credit Agreement, for the four most recent fiscal quarters ending on or preceding the date of determination). Overdue loans will bear interest at the rate otherwise applicable to such loans plus 2.00% . The Company is required to maintain a maximum total consolidated leverage ratio of 4.50 to to 1.00 and a maximum consolidated senior secured leverage ratio (generally, Consolidated Senior Secured Funded Indebtedness, as defined in the Credit Agreement, on the date of determination to Consolidated EBITDA for the four most recent quarters ending on or preceding the date of determination) of 3.50 to 1.00. The Company is further required to maintain a consolidated interest coverage ratio (generally, Consolidated EBITDA for the four most recent fiscal quarters ending on or preceding the date of determination to Consolidated Interest Expense, as defined in the Credit Agreement, paid in cash for such period) of not less than 3.50 to 1.00. The Company capitalized $12.0 million related to transaction fees, including underwriters’ discounts and commissions, incurred in connection with the Credit Agreement. In addition, because the Company's entry into the Credit Agreement was considered a partial extinguishment of the indebtedness under its previously outstanding credit agreement, the Company recognized a loss on extinguishment of debt of $0.4 million for three months ended April 2, 2017 . 3.875% Convertible Senior Subordinated Note s - Exchange Transactions On January 5, 2017, pursuant to separate, privately negotiated agreements between the Company and certain holders (the "Holders") of its 3.875% Convertible Senior Subordinated Notes due 2017 (the "Convertible Notes"), the Company paid cash and common stock (the "Exchange Consideration") to the Holders in exchange for $91.7 million aggregate principal amount of the Convertible Notes (the "Exchange Transactions"). The Exchange Consideration paid to each of the Holders per $1,000 principal amount of Convertible Notes was equal to: (i) $1,000 in cash, (ii) a number of shares of the Company's common stock equal to the amount of the conversion value of the Convertible Notes in excess of the $1,000 principal amount (the "Conversion Shares"), calculated on the basis of the average daily volume weighted average price per share of Company common stock over a specified period (the "Average Daily VWAP"), (iii) an inducement payment in additional shares of common stock (the "Inducement Shares") calculated based on the Average Daily VWAP; and (iv) cash in an amount equal to accrued and unpaid interest to, but not including, the closing date. As a result of the Exchange Transactions, the Company paid the Holders aggregate cash consideration of approximately $93.2 million (which includes approximately $1.5 million in accrued but previously unpaid interest) and issued and delivered to the Holders approximately 0.93 million shares of Company common stock (including both Conversion Shares and Inducement Shares). The Company funded the $93.2 million cash payment constituting part of the Exchange Consideration through borrowings under its revolving credit facility. As a result of the Exchange Transactions, the Company recognized a loss on extinguishment of debt of $5.2 million . In connection with its entry into the Exchange Transactions, the Company also entered into bond hedge unwind agreements (the "Hedge Unwind Agreements") and warrant unwind agreements (the "Warrant Unwind Agreements") with the dealer counterparties to the convertible note hedge transactions and warrant transactions that were effected at the time of the initial issuance of the Convertible Notes. Under the Hedge Unwind Agreements, the number of then-outstanding call options issued to the Company under the Convertible Note hedge transactions was reduced to reflect proportionately the reduction in the outstanding principal amount of the Convertible Notes following the Exchange Transactions. Under the Warrant Unwind Agreements, the number of warrants then held by the dealer counterparties also was reduced. On a net basis, after giving effect to the Hedge Unwind Agreements and Warrant Unwind Agreements, the Company received 0.12 million shares of Company common stock from the dealer counterparties. Fair Value of Long-Term Borrowings To determine the fair value of the debt categorized as Level 2 in the table below, the Company uses a discounted cash flow technique that incorporates a market interest yield curve with adjustments for duration, optionality and risk profile. The Company’s implied credit rating is a factor in determining the market interest yield curve. The following table provides the fair value of the Company’s debt as of April 2, 2017 and December 31, 2016 , categorized by the level of inputs within the fair value hierarchy used to measure fair value (see Note 10, “Fair value measurement,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for further information regarding the fair value hierarchy): April 2, 2017 December 31, 2016 (Dollars in thousands) Level 1 $ 140,389 $ 344,765 Level 2 2,015,793 929,362 Total $ 2,156,182 $ 1,274,127 |
Financial instruments
Financial instruments | 3 Months Ended |
Apr. 02, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial instruments | Note 8 — Financial instruments Foreign Currency Forward Contracts The Company uses derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage exposure related to foreign currency transactions. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage near term foreign currency denominated monetary assets and liabilities. For the three months ended April 2, 2017 and March 27, 2016, the Company recognized a loss related to non-designated foreign currency forward contracts of $0.8 million and $0.3 million , respectively. The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of April 2, 2017 and December 31, 2016 : April 2, 2017 December 31, 2016 Fair Value (Dollars in thousands) Asset derivatives: Designated foreign currency forward contracts $ 2,054 $ 667 Non-designated foreign currency forward contracts 152 490 Prepaid expenses and other current assets $ 2,206 $ 1,157 Total asset derivatives $ 2,206 $ 1,157 Liability derivatives: Designated foreign currency forward contracts $ 1,589 $ 2,139 Non-designated foreign currency forward contracts 303 118 Other current liabilities $ 1,892 $ 2,257 Total liability derivatives $ 1,892 $ 2,257 The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of April 2, 2017 and December 31, 2016 was $124.4 million and $101.8 million , respectively. The total notional amount for all open non-designated foreign currency forward contracts as of April 2, 2017 and December 31, 2016 was $79.3 million and $73.4 million , respectively. All open foreign currency forward contracts as of April 2, 2017 have durations of twelve months or less. The following table provides information as to the gains and losses attributable to derivatives in cash flow hedging relationships that were reported in other comprehensive income (loss) (“OCI”) for the three months ended April 2, 2017 and March 27, 2016 : After Tax Gain (Loss) Recognized in OCI Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Foreign currency forward contracts $ 1,728 $ 1,480 See Note 10 for information on the location in the condensed consolidated statements of income and amount of losses/(gains) attributable to derivatives that were reclassified from accumulated other comprehensive income (“AOCI”) to expense (income), net of tax. There was no ineffectiveness related to the Company’s cash flow hedges during the three months ended April 2, 2017 and March 27, 2016 . Concentration of Credit Risk Concentrations of credit risk with respect to trade accounts receivable are generally limited due to the Company’s large number of customers and their diversity across many geographic areas. A portion of the Company’s trade accounts receivable outside the United States, however, include sales to government-owned or supported healthcare systems in several countries which are subject to payment delays. Payment is dependent upon the creditworthiness of those countries and the financial stability of their economies. Certain of the Company’s customers, particularly in Greece, Italy, Spain and Portugal, have extended or delayed payments for products and services already provided, raising collectability concerns regarding the Company’s accounts receivable from these customers. As a result, the Company continues to closely monitor the allowance for doubtful accounts with respect to these customers. The following table shows the Company's allowance for doubtful accounts, the aggregate net current and long-term trade accounts receivable related to customers in Greece, Italy, Spain and Portugal and the percentage of the Company’s total net current and long-term trade accounts receivable represented by these customers' trade accounts receivable at April 2, 2017 and December 31, 2016 : April 2, 2017 December 31, 2016 (Dollars in thousands) Allowance for doubtful accounts (1) $ 9,188 $ 8,630 Current and long-term trade accounts receivable in Greece, Italy, Spain and Portugal (2) $ 46,272 $ 51,098 Percentage of total net current and long-term trade accounts receivable - Greece, Italy, Spain and Portugal 16.4 % 19.3 % (1) The current portion of the allowance for doubtful accounts was $2.1 million and $2.0 million as of April 2, 2017 and December 31, 2016, respectively, and was recognized in accounts receivable, net. (2) The long-term portion of trade accounts receivable, net from customers in Greece, Italy, Spain and Portugal at April 2, 2017 and December 31, 2016 was $3.2 million and $2.7 million , respectively In January 2017, the Company sold $16.1 million of receivables outstanding with respect to publicly funded hospitals in Italy for $16.0 million . For the three months ended April 2, 2017 and March 27, 2016 , net revenues from customers in Greece, Italy, Spain and Portugal were $31.5 million and $30.9 million , respectively. |
Fair value measurement
Fair value measurement | 3 Months Ended |
Apr. 02, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Note 9 — Fair value measurement For a description of the fair value hierarchy, see Note 10 to the Company’s consolidated financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2016 . The following tables provide information regarding the Company's financial assets and liabilities that are measured at fair value on a recurring basis as of April 2, 2017 and December 31, 2016 : Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 8,048 $ 8,048 $ — $ — Derivative assets 2,206 — 2,206 — Derivative liabilities 1,892 — 1,892 — Contingent consideration liabilities (1) 7,202 — — 7,202 Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 7,660 $ 7,660 $ — $ — Derivative assets 1,157 — 1,157 — Derivative liabilities 2,257 — 2,257 — Contingent consideration liabilities (1) 7,102 — — 7,102 (1) As of April 2, 2017 and December 31, 2016, $0.7 million and $0.6 million was recorded as the current portion of contingent consideration, respectively, and $6.5 million was recognized in other liabilities in the condensed consolidated balance sheet. There were no transfers of financial assets or liabilities reported at fair value among Level 1, Level 2 or Level 3 within the fair value hierarchy during the three months ended April 2, 2017 . The following table provides information regarding changes, during the three months ended April 2, 2017 , in Level 3 financial liabilities related to contingent consideration, which are described below in this Note 9 under "Valuation Techniques": Contingent consideration 2017 (Dollars in thousands) Balance - December 31, 2016 $ 7,102 Payment (79 ) Revaluations 179 Balance - April 2, 2017 $ 7,202 Valuation Techniques The Company’s financial assets valued based upon Level 1 inputs are comprised of investments in marketable securities held in trust, which are available to satisfy benefit obligations under Company benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices. The Company’s financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts. The Company uses foreign currency forward contracts to manage foreign currency transaction exposure as well as exposure to foreign currency denominated monetary assets and liabilities. The Company measures the fair value of the foreign currency forward contracts by calculating the amount required to enter into offsetting contracts with similar remaining maturities, based on quoted market prices, and taking into account the creditworthiness of the counterparties. The Company’s financial liabilities valued based upon Level 3 inputs are comprised of contingent consideration arrangements pertaining to the Company’s acquisitions. The Company determines the fair value of the liabilities for contingent consideration based on discounted cash flow analysis. This fair value measurement is based on significant inputs unobservable in the market, primarily estimated sales royalties and the discount rate and, therefore, constitutes a Level 3 measurement within the fair value hierarchy. |
Shareholders' equity
Shareholders' equity | 3 Months Ended |
Apr. 02, 2017 | |
Equity [Abstract] | |
Shareholders' equity | Note 10 — Shareholders’ equity Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed in the same manner except that the weighted average number of shares is increased to include dilutive securities. The following table provides a reconciliation of basic to diluted weighted average shares outstanding: Three Months Ended April 2, 2017 March 27, 2016 (Shares in thousands) Basic 44,893 41,647 Dilutive effect of share-based awards 821 519 Dilutive effect of 3.875% Convertible Notes and warrants (1) 901 6,616 Diluted 46,615 48,782 (1) The reduction in the dilutive effect of the Convertible Notes and warrants at April 2, 2017 as compared to March 27, 2016 is due to the Company’s repurchase of Convertible Notes and conversions by holders of the Convertible Notes subsequent to March 27, 2016. Weighted average shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.5 million and 5.2 million for the three months ended April 2, 2017 and March 27, 2016 , respectively. In connection with the issuance of the Convertible Notes, the Company entered into convertible note hedge and warrant agreements. The convertible note hedge, consisting of call options held by the Company, economically reduces the dilutive impact of the Convertible Notes. However, applicable accounting guidance requires the Company to separately address the dilutive impact of the warrants issued under the warrant agreements in computing diluted weighted average shares outstanding, without giving effect to the anti-dilutive impact of the call options. The reduction in the number of diluted shares that would result from giving effect to the anti-dilutive impact of the call options would have been 0.5 million and 3.6 million for the three months ended April 2, 2017 and March 27, 2016 , respectively. The treasury stock method is applied to the warrants because the average market price of the Company's common stock during the reporting periods presented exceeds the warrant exercise price of $74.65 per share, and assumes the proceeds from the exercise of the warrants are used by the Company to repurchase shares based on such average market price. Shares issuable upon exercise of the warrants that were included in the total diluted shares outstanding were 0.4 million and 3.0 million for the three months ended April 2, 2017 and March 27, 2016 , respectively. The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the three months ended April 2, 2017 and March 27, 2016 : Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (Dollars in thousands) Balance as of December 31, 2016 $ (2,424 ) $ (136,596 ) $ (299,697 ) $ (438,717 ) Other comprehensive income (loss) before reclassifications 350 (241 ) 46,982 47,091 Amounts reclassified from accumulated other comprehensive income 1,378 1,131 — 2,509 Net current-period other comprehensive income 1,728 890 46,982 49,600 Balance as of April 2, 2017 $ (696 ) $ (135,706 ) $ (252,715 ) $ (389,117 ) Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (Dollars in thousands) Balance at December 31, 2015 $ (2,491 ) $ (138,887 ) $ (229,746 ) $ (371,124 ) Other comprehensive (loss) before reclassifications (50 ) 182 20,476 20,608 Amounts reclassified from accumulated other comprehensive loss 1,530 1,056 — 2,586 Net current-period other comprehensive income 1,480 1,238 20,476 23,194 Balance at March 27, 2016 $ (1,011 ) $ (137,649 ) $ (209,270 ) $ (347,930 ) The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the three months ended April 2, 2017 and March 27, 2016 : Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Losses on foreign exchange contracts: Cost of goods sold $ 1,645 $ 1,871 Total before tax 1,645 1,871 Tax benefit (267 ) (341 ) Net of tax $ 1,378 $ 1,530 Amortization of pension and other postretirement benefit items: Actuarial losses (1) $ 1,726 $ 1,622 Prior-service costs (1) 29 14 Total before tax 1,755 1,636 Tax benefit (624 ) (580 ) Net of tax $ 1,131 $ 1,056 Total reclassifications, net of tax $ 2,509 $ 2,586 (1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans (see Note 12 for additional information). Mezzanine Equity As of December 31, 2016, the Company reclassified $1.8 million from additional paid-in capital to convertible notes in the mezzanine equity section of the Company's consolidated balance sheet. The reclassified amount represents the aggregate difference between the principal amount and the carrying value of the Convertible Notes purchased by the Company pursuant to the Exchange Transactions (see "3.875% Convertible Senior Subordinated Notes - Exchange Transactions" within Note 7) under agreements that were entered into prior to December 31,2016, but not consummated until January 5, 2017 . No reclassification was required as of April 2, 2017 . |
Taxes on income from continuing
Taxes on income from continuing operations | 3 Months Ended |
Apr. 02, 2017 | |
Income Tax Disclosure [Abstract] | |
Taxes on income from continuing operations | Note 11 — Taxes on income from continuing operations Three Months Ended April 2, 2017 March 27, 2016 Effective income tax rate (7.1)% 4.9% The effective income tax rate for the three months ended April 2, 2017 and March 27, 2016 was (7.1)% and 4.9% , respectively. The effective income tax rate for the three months ended April 2, 2017 , as compared to the first quarter 2016, reflects an excess tax benefit associated with share based payments, recognized under the new FASB guidance adopted by the Company as of January 1, 2017. In addition, the Company recognized discrete tax benefits associated the acquisition of Vascular Solutions. The effective tax rate for the three months ended March 27, 2016 reflects a tax benefit on the settlement of a foreign tax audit. |
Pension and other postretiremen
Pension and other postretirement benefits | 3 Months Ended |
Apr. 02, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Pension and other postretirement benefits | 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. As of April 2, 2017 , no further benefits are being accrued under the Company’s U.S. defined benefit pension plans and the Company’s other postretirement benefit plans, other than certain postretirement benefit plans covering employees subject to a collective bargaining agreement. Net pension and other postretirement benefits expense (income) consist of the following: Pension Other Postretirement Benefits April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (Dollars in thousands) Service cost $ 717 $ 652 $ 74 $ 111 Interest cost 3,785 3,920 378 406 Expected return on plan assets (6,743 ) (6,198 ) — — Net amortization and deferral 1,690 1,579 65 57 Net benefits expense (income) $ (551 ) $ (47 ) $ 517 $ 574 |
Commitments and contingent liab
Commitments and contingent liabilities | 3 Months Ended |
Apr. 02, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingent liabilities | Note 13 — Commitments and contingent liabilities Environmental: The Company is subject to contingencies as a result of environmental laws and regulations that in the future may require the Company to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by the Company or other parties. Much of this liability results from the U.S. Comprehensive Environmental Response, Compensation and Liability Act, often referred to as Superfund, the U.S. Resource Conservation and Recovery Act and similar state laws. These laws require the Company to undertake certain investigative and remedial activities at sites where the Company conducts or once conducted operations or at sites where Company-generated waste was disposed. Remediation activities vary substantially in duration and cost from site to site. These activities, and their associated costs, depend on the mix of unique site characteristics, evolving remediation technologies, the regulatory agencies involved and their enforcement policies, as well as the presence or absence of other potentially responsible parties. At April 2, 2017 , the Company has recorded $1.1 million and $5.6 million in accrued liabilities and other liabilities, respectively, relating to these matters. Considerable uncertainty exists with respect to these liabilities and, if adverse changes in circumstances occur, the potential liability may exceed the amount accrued as of April 2, 2017 . 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, environmental and other matters. As of April 2, 2017 , the Company has recorded accrued liabilities of $2.4 million in connection with such contingencies, representing its best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters. Of the amount accrued as of April 2, 2017 , $1.7 million pertains to discontinued operations. During the first quarter 2017, Teleflex Medical Trading (Shanghai) Company, Ltd. (“Teleflex Shanghai”), one of the Company’s subsidiaries, eliminated a key distributor within its sales channel in China and undertook a distributor to direct sales conversion within that channel. On March 24, 2017, the distributor submitted an application for arbitration alleging, among other things, that Teleflex Shanghai wrongfully terminated its relationship with the distributor. The distributor is seeking $10.1 million (RMB 69.3 million ) in damages for alleged costs of transportation and dismissal of personnel, as well as lost estimated profits. In addition, the distributor is seeking to compel Teleflex Shanghai to repurchase, for $9.1 million (RMB 63.0 million ), Teleflex products that the distributor alleges are currently held in its inventory. Teleflex Shanghai intends to vigorously contest the distributor’s arbitration claim, and has filed a counterclaim seeking payment from the distributor of $8.9 million (RMB 61.2 million ) in respect of outstanding trade receivables owed by the distributor to Teleflex Shanghai. At this time, the Company is unable to make an estimate of the amount of loss, if any, or range of possible loss that the Company could incur as a result of this matter. In 2006, the Company was named as a defendant in a wrongful death product liability lawsuit filed in the Louisiana State District Court for the Parish of Calcasieu, involving a product manufactured by the Company’s former marine business. In September 2014, the case was tried before a jury, which returned a verdict in favor of the Company. The plaintiff subsequently filed a motion for a new trial, which was granted, and the case was re-tried before a jury in December 2014. On December 5, 2014, the jury returned a verdict in favor of the plaintiff, awarding $0.1 million in compensatory damages and $23.0 million in punitive damages, plus pre- and post-judgment interest on the compensatory damages and post-judgment interest on the punitive damages. The Company filed an appeal with the Louisiana Court of Appeal, and the plaintiff filed a cross-appeal, seeking to overturn the trial court’s denial of pre-judgment interest on the punitive damages award. On June 29, 2016, the Louisiana Court of Appeal affirmed the trial court verdict in all respects. The Company and the plaintiff filed applications for a writ of certiorari (a request for review) to the Louisiana Supreme Court. On January 13, 2017, the Louisiana Supreme Court granted the Company's writ application. Oral arguments were held on May 1, 2017 and the parties currently are awaiting the court’s decision. As of April 2, 2017 , the Company has accrued a liability representing its best estimate of probable loss associated with this matter, which is included in the Company’s accrued liabilities for litigation matters relating to discontinued operations discussed in the preceding paragraph. The Company believes that any liability arising from this matter that is not covered by the Company's product liability insurance will not exceed $10.0 million . Based on information currently available, advice of counsel, established reserves and other resources, the Company does not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to its business, financial condition, results of operations or liquidity. However, in the event of unexpected further developments, it is possible that the ultimate resolution of these matters, or other similar matters, if unfavorable, may be materially adverse to the Company’s business, financial condition, results of operations or liquidity. Legal costs such as outside counsel fees and expenses are charged to selling, general and administrative expenses in the period incurred. Tax audits and examinations: The Company and its subsidiaries are routinely subject to tax examinations by various tax authorities. As of April 2, 2017 , the most significant tax examinations in process are in Canada and Germany. The Company may establish reserves with respect to its uncertain tax positions, after which it adjusts its reserves to address developments with respect to these uncertain tax positions. Accordingly, developments in tax audits and examinations, including resolution of uncertain tax positions, could result in increases or decreases to the Company’s recorded tax liabilities, which could impact the Company’s financial results. Other: The Company has various purchase commitments for materials, supplies and other items occurring in the ordinary conduct of its business. On average, such commitments are not at prices in excess of current market prices. |
Segment information
Segment information | 3 Months Ended |
Apr. 02, 2017 | |
Segment Reporting [Abstract] | |
Segment information | Note 14 — Segment information The following tables present the Company’s segment results for the three months ended April 2, 2017 and March 27, 2016 : Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Revenue Vascular North America $ 93,849 $ 81,588 Anesthesia North America 48,207 45,957 Surgical North America 45,944 38,941 EMEA 130,733 122,095 Asia 48,953 49,156 OEM 43,346 33,977 All other 76,849 53,179 Consolidated net revenues $ 487,881 $ 424,893 Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Operating profit Vascular North America $ 24,816 $ 19,656 Anesthesia North America 13,527 12,177 Surgical North America 16,380 13,256 EMEA 22,240 21,043 Asia 10,798 13,008 OEM 9,121 5,189 All other (6,301 ) 5,743 Total segment operating profit (1) 90,581 90,072 Unallocated expenses (2) (29,762 ) (22,575 ) Income from continuing operations before interest, loss on extinguishment of debt and taxes $ 60,819 $ 67,497 (1) Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as net revenues, numbers of employees, and amount of time spent), depending on the category of expense involved. (2) Unallocated expenses primarily include manufacturing variances, with the exception of fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets. |
Condensed consolidating guarant
Condensed consolidating guarantor financial information | 3 Months Ended |
Apr. 02, 2017 | |
Condensed Consolidated Guarantor Financial Information [Abstract] | |
Condensed consolidating guarantor financial information | Note 15 — Condensed consolidating guarantor financial information Teleflex Incorporated (the "Parent Company") is the issuer of its 5.25% Senior Notes due 2024 (the "2024 Notes") and 4.875% Senior Notes due 2026 (the "2026 Notes"). Payment of the Parent Company's obligations under the 2024 Notes and 2026 Notes is guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidating statements of income and comprehensive income for the three months ended April 2, 2017 and March 27, 2016 , condensed consolidating balance sheets as of April 2, 2017 and December 31, 2016 and condensed consolidating statements of cash flows for the three months ended April 2, 2017 and March 27, 2016 , provide consolidated information for: a. Parent Company, the issuer of the guaranteed obligations; b. Guarantor Subsidiaries, on a combined basis; c. Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the 2024 Notes and 2026 Notes), on a combined basis; and d. Parent Company and its subsidiaries on a consolidated basis. The same accounting policies as described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating financial information, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries, which are eliminated upon consolidation. Consolidating entries and eliminations in the following condensed consolidated financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-Guarantor Subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries. TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) Three Months Ended April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 315,643 $ 276,315 $ (104,077 ) $ 487,881 Cost of goods sold — 192,001 143,896 (103,576 ) 232,321 Gross profit — 123,642 132,419 (501 ) 255,560 Selling, general and administrative expenses 20,519 94,043 48,844 563 163,969 Research and development expenses 235 11,186 6,406 — 17,827 Restructuring charges — 5,374 7,571 — 12,945 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (20,754 ) 13,039 69,598 (1,064 ) 60,819 Interest, net 47,674 (30,963 ) 846 — 17,557 Loss on extinguishment of debt 5,582 — — — 5,582 (Loss) income from continuing operations before taxes (74,010 ) 44,002 68,752 (1,064 ) 37,680 (Benefit) taxes on (loss) income from continuing operations (29,907 ) 14,485 12,229 524 (2,669 ) Equity in net income of consolidated subsidiaries 84,452 55,802 216 (140,470 ) — Income from continuing operations 40,349 85,319 56,739 (142,058 ) 40,349 Operating loss from discontinued operations (282 ) — — — (282 ) Benefit on loss from discontinued operations (103 ) — — — (103 ) Loss from discontinued operations (179 ) — — — (179 ) Net income 40,170 85,319 56,739 (142,058 ) 40,170 Other comprehensive income 49,600 49,404 53,901 (103,305 ) 49,600 Comprehensive income $ 89,770 $ 134,723 $ 110,640 $ (245,363 ) $ 89,770 Three Months Ended March 27, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 258,911 $ 261,348 $ (95,366 ) $ 424,893 Cost of goods sold — 155,541 132,963 (88,758 ) 199,746 Gross profit — 103,370 128,385 (6,608 ) 225,147 Selling, general and administrative expenses 9,329 81,477 45,059 483 136,348 Research and development expenses — 6,435 5,918 — 12,353 Restructuring charges — 4,758 5,210 — 9,968 Gain on sale of assets — — (1,019 ) — (1,019 ) (Loss) income from continuing operations before interest and taxes (9,329 ) 10,700 73,217 (7,091 ) 67,497 Interest, net 33,044 (20,318 ) 978 — 13,704 (Loss) income from continuing operations before taxes (42,373 ) 31,018 72,239 (7,091 ) 53,793 (Benefit) taxes on (loss) income from continuing operations (15,848 ) 11,677 7,864 (1,080 ) 2,613 Equity in net income of consolidated subsidiaries 77,457 57,900 168 (135,525 ) — Income from continuing operations 50,932 77,241 64,543 (141,536 ) 51,180 Operating loss from discontinued operations (382 ) — — — (382 ) (Benefit) taxes on loss from discontinued operations (139 ) — 69 — (70 ) Loss from discontinued operations (243 ) — (69 ) — (312 ) Net income 50,689 77,241 64,474 (141,536 ) 50,868 Less: Income from continuing operations attributable to noncontrolling interest — — 179 — 179 Net income attributable to common shareholders 50,689 77,241 64,295 (141,536 ) 50,689 Other comprehensive income attributable to common shareholders 23,194 18,573 22,412 (40,985 ) 23,194 Comprehensive income attributable to common shareholders $ 73,883 $ 95,814 $ 86,707 $ (182,521 ) $ 73,883 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 153,100 $ 7,593 $ 528,436 $ — $ 689,129 Accounts receivable, net 2,215 34,464 241,897 4,296 282,872 Accounts receivable from consolidated subsidiaries 8,025 2,238,256 338,230 (2,584,511 ) — Inventories, net — 222,619 158,358 (25,688 ) 355,289 Prepaid expenses and other current assets 14,084 9,477 20,340 3,337 47,238 Prepaid taxes 11,072 — 9,527 — 20,599 Total current assets 188,496 2,512,409 1,296,788 (2,602,566 ) 1,395,127 Property, plant and equipment, net 2,517 207,818 144,899 — 355,234 Goodwill — 1,228,353 587,145 — 1,815,498 Intangibles assets, net — 1,167,974 452,480 — 1,620,454 Deferred tax assets 72,621 — 5,434 (76,092 ) 1,963 Notes receivable and other amounts due from consolidated subsidiaries 1,321,595 2,151,605 — (3,473,200 ) — Other assets 7,203,940 1,578,527 30,859 (8,769,166 ) 44,160 Total assets $ 8,789,169 $ 8,846,686 $ 2,517,605 $ (14,921,024 ) $ 5,232,436 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 81,095 $ — $ 50,000 $ — $ 131,095 Accounts payable 4,335 40,095 37,588 — 82,018 Accounts payable to consolidated subsidiaries 2,290,413 255,530 38,568 (2,584,511 ) — Accrued expenses 19,473 26,116 36,801 — 82,390 Current portion of contingent consideration — 669 — — 669 Payroll and benefit-related liabilities 16,858 15,707 33,362 — 65,927 Accrued interest 12,657 — 29 — 12,686 Income taxes payable — — 7,519 524 8,043 Other current liabilities 1,926 4,153 3,451 — 9,530 Total current liabilities 2,426,757 342,270 207,318 (2,583,987 ) 392,358 Long-term borrowings 1,957,797 — — — 1,957,797 Deferred tax liabilities — 504,454 32,292 (76,092 ) 460,654 Pension and postretirement benefit liabilities 82,623 31,223 16,380 — 130,226 Noncurrent liability for uncertain tax positions 1,432 13,731 2,776 — 17,939 Notes payable and other amounts due to consolidated subsidiaries 2,076,792 1,203,358 193,050 (3,473,200 ) — Other liabilities 24,864 15,770 13,924 — 54,558 Total liabilities 6,570,265 2,110,806 465,740 (6,133,279 ) 3,013,532 Total shareholders' equity 2,218,904 6,735,880 2,051,865 (8,787,745 ) 2,218,904 Total liabilities and shareholders' equity $ 8,789,169 $ 8,846,686 $ 2,517,605 $ (14,921,024 ) $ 5,232,436 December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 14,571 $ 1,031 $ 528,187 $ — $ 543,789 Accounts receivable, net 2,551 8,768 255,815 4,859 271,993 Accounts receivable from consolidated subsidiaries 4,861 2,176,059 309,149 (2,490,069 ) — Inventories, net — 200,852 140,406 (25,087 ) 316,171 Prepaid expenses and other current assets 14,239 5,332 17,474 3,337 40,382 Prepaid taxes — — 7,766 413 8,179 Assets held for sale — — 2,879 — 2,879 Total current assets 36,222 2,392,042 1,261,676 (2,506,547 ) 1,183,393 Property, plant and equipment, net 2,566 163,847 136,486 — 302,899 Goodwill — 708,546 568,174 — 1,276,720 Intangibles assets, net — 640,999 450,664 — 1,091,663 Deferred tax assets 73,051 — 5,185 (76,524 ) 1,712 Notes receivable and other amounts due from consolidated subsidiaries 1,387,615 2,085,538 — (3,473,153 ) — Other assets 6,044,337 1,525,285 29,962 (7,564,758 ) 34,826 Total assets $ 7,543,791 $ 7,516,257 $ 2,452,147 $ (13,620,982 ) $ 3,891,213 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 133,071 $ — $ 50,000 $ — $ 183,071 Accounts payable 4,540 30,924 33,936 — 69,400 Accounts payable to consolidated subsidiaries 2,242,814 214,203 33,052 (2,490,069 ) — Accrued expenses 16,827 18,126 30,196 — 65,149 Current portion of contingent consideration — 587 — — 587 Payroll and benefit-related liabilities 20,610 26,672 35,397 — 82,679 Accrued interest 10,429 — 21 — 10,450 Income taxes payable 1,246 — 6,577 85 7,908 Other current liabilities 2,262 3,643 2,497 — 8,402 Total current liabilities 2,431,799 294,155 191,676 (2,489,984 ) 427,646 Long-term borrowings 850,252 — — — 850,252 Deferred tax liabilities — 316,526 31,375 (76,524 ) 271,377 Pension and postretirement benefit liabilities 85,645 31,561 15,856 — 133,062 Noncurrent liability for uncertain tax positions 1,169 13,684 2,667 — 17,520 Notes payable and other amounts due to consolidated subsidiaries 2,011,737 1,264,004 197,412 (3,473,153 ) — Other liabilities 23,848 15,695 12,472 — 52,015 Total liabilities 5,404,450 1,935,625 451,458 (6,039,661 ) 1,751,872 Convertible notes - redeemable equity component 1,824 — — — 1,824 Mezzanine equity 1,824 — — — 1,824 Total shareholders' equity 2,137,517 5,580,632 2,000,689 (7,581,321 ) 2,137,517 Total liabilities and shareholders' equity $ 7,543,791 $ 7,516,257 $ 2,452,147 $ (13,620,982 ) $ 3,891,213 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (86,020 ) $ 158,343 $ 80,535 $ (61,918 ) $ 90,940 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (155 ) (2,206 ) (10,533 ) — (12,894 ) Proceeds from sale of assets — — 6,332 — 6,332 Payments for businesses and intangibles acquired, net of cash acquired (975,524 ) — — — (975,524 ) Net cash used in investing activities from continuing operations (975,679 ) (2,206 ) (4,201 ) — (982,086 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 1,194,500 — — — 1,194,500 Reduction in borrowings (138,251 ) — — — (138,251 ) Debt extinguishment, issuance and amendment fees (19,114 ) — — — (19,114 ) Net proceeds from share based compensation plans and the related tax impacts (505 ) — — — (505 ) Payments for contingent consideration — (79 ) — — (79 ) Dividends paid (15,287 ) — — — (15,287 ) Intercompany transactions 179,151 (149,496 ) (29,655 ) — — Intercompany dividends paid — — (61,918 ) 61,918 — Net cash provided by (used in) financing activities from continuing operations 1,200,494 (149,575 ) (91,573 ) 61,918 1,021,264 Cash flows from discontinued operations: Net cash used in operating activities (266 ) — — — (266 ) Net cash used in discontinued operations (266 ) — — — (266 ) Effect of exchange rate changes on cash and cash equivalents — — 15,488 — 15,488 Net increase in cash and cash equivalents 138,529 6,562 249 145,340 Cash and cash equivalents at the beginning of the period 14,571 1,031 528,187 — 543,789 Cash and cash equivalents at the end of the period $ 153,100 $ 7,593 $ 528,436 $ — $ 689,129 Three Months Ended March 27, 2016 Parent Guarantor Non-Guarantor Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (18,852 ) $ 25,624 $ 60,060 $ 66,832 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (5 ) (3,470 ) (4,347 ) (7,822 ) Proceeds from sale of assets — — 1,251 1,251 Net cash used in investing activities from continuing operations (5 ) (3,470 ) (3,096 ) (6,571 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (9 ) — — (9 ) Net proceeds from share based compensation plans and the related tax impacts 3,180 — — 3,180 Payments for contingent consideration — (61 ) — (61 ) Dividends paid (14,179 ) — — (14,179 ) Intercompany transactions 32,371 (21,088 ) (11,283 ) — Net cash provided by (used in) financing activities from continuing operations 21,363 (21,149 ) (11,283 ) (11,069 ) Cash flows from discontinued operations: Net cash used in operating activities (126 ) — — (126 ) Net cash used in discontinued operations (126 ) — — (126 ) Effect of exchange rate changes on cash and cash equivalents — — 5,126 5,126 Net increase in cash and cash equivalents 2,380 1,005 50,807 54,192 Cash and cash equivalents at the beginning of the period 21,612 — 316,754 338,366 Cash and cash equivalents at the end of the period $ 23,992 $ 1,005 $ 367,561 $ 392,558 |
New accounting standards (Polic
New accounting standards (Policies) | 3 Months Ended |
Apr. 02, 2017 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
New accounting standards | New accounting standards In May 2014, the FASB, in a joint effort with the International Accounting Standards Board ("IASB"), issued new accounting guidance to clarify the principles for recognizing revenue. The new guidance is designed to enhance the comparability of revenue recognition practices across entities, industries, jurisdictions and capital markets, and will affect any entity that enters into contracts with customers or enters into contracts for the transfer of nonfinancial assets, unless those contracts are within the scope of other standards. The new guidance establishes principles for reporting information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from an entity's contracts with customers. The core principle of the new guidance is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. The new guidance is effective for annual periods beginning after December 15, 2017 and interim periods within those years. Although the Company's evaluation of this guidance is ongoing, the Company's preliminary assessment indicates that the adoption of this guidance will not have a material impact on the Company’s results of operations, cash flows and financial position. In February 2016, the FASB issued guidance that will change the requirements for accounting for leases. Under the new guidance, lessees (including lessees under both leases classified as finance leases, which are to be classified based on criteria similar to that applicable to capital leases under current guidance, and leases classified as operating leases) will recognize a right-to-use asset and a lease liability on the balance sheet, initially measured as the present value of lease payments under the lease. Under current guidance, operating leases are not recognized on the balance sheet. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted. The new standard must be adopted using a modified retrospective transition approach for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements; the guidance provides certain practical expedients. The Company is currently evaluating this guidance to determine its impact on the Company’s results of operations, cash flows and financial position. In March 2016, the FASB issued new guidance designed to simplify several aspects of the accounting for share-based payment transactions, including, among other things, guidance related to accounting for income taxes, modification of the criteria for classification of awards as either equity awards or liability awards where an employer withholds shares from an employee's share-based award for tax withholding purposes, and classification on the statement of cash flows of cash payments to a tax authority by an employer that withholds shares from an employee's award for tax withholding purposes. The Company adopted this standard as of January 1, 2017. The Company has applied the new guidance requiring recognition of excess tax deficiencies and tax benefits in the income statement, rather than in additional paid-in-capital, as previously required. The adoption of the new standard increased net income and cash flows from operating activities by $3.4 million ( $0.07 diluted earnings per share) for the three months ended April 2, 2017. The Company will continue to estimate forfeitures of share-based awards at the time of grant, rather than recognize actual forfeitures as they occur, as permitted under the new guidance. In August 2016, the FASB issued new guidance with regard to eight specific issues pertaining to the classification of certain cash receipts and cash payments within the statement of cash flows. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early adoption is permitted, including adoption in an interim period. The new guidance should generally be adopted using a retrospective transition method for each period presented. Although the Company's evaluation of this guidance is ongoing, the Company's preliminary assessment indicates that the adoption of this guidance will not have a material impact on the Company's cash flows. In October 2016, the FASB issued new guidance requiring companies to recognize the income tax effects of intra-entity sales and transfers of assets, other than inventory, in the income statement as income tax expense (or benefit) in the period in which the transfer occurs. Previously, recognition was prohibited until the assets were sold to an outside party or otherwise utilized. The guidance is effective for annual periods beginning after December 15, 2017, and early adoption is permitted as of the beginning of an annual reporting period. The guidance should be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings as of the beginning of the annual period of adoption. The Company is currently evaluating the impact of the adoption of this guidance, but currently does not anticipate the guidance will have a material impact on its consolidated financial position or results of operations. In January 2017, the FASB issued new guidance to clarify the definition of a “business,” with the objective of assisting entities in evaluating whether a transaction should be accounted for as an acquisition (or disposal) of assets or as an acquisition of a business. The definition of a business affects many areas of accounting, including acquisitions, disposals, goodwill and consolidation. The guidance generally defines a business as an integrated set of activities and assets (collectively referred to as a “set”) that is capable of being conducted and managed for the purpose of providing a return to investors or other owners, members, or participants. The guidance further provides that, to be considered a business, a set must meet specified requirements. However, the guidance also states that, if substantially all of the fair value of gross assets acquired (subject to specified exceptions) is concentrated in a single identifiable asset or group of similar identifiable assets, the set is not considered a business and no further analysis is required. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Early application is permitted under specified circumstances. In January 2017, the FASB issued guidance to simplify the quantitative test for goodwill impairment. Under current guidance, if a reporting unit’s carrying value exceeds its fair value, the entity must determine the implied value of goodwill. This determination is made by deducting the fair value of a reporting unit’s identifiable assets and liabilities from the fair value of the reporting unit as a whole as if the reporting unit had just been acquired. Under the new guidance, a determination of the implied value of goodwill will no longer be required; a goodwill impairment will be equal to the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. The revised guidance is effective for fiscal years, and any interim goodwill impairment tests within those fiscal years, beginning after December 15, 2019. Early adoption is permitted for any impairment tests performed after January 1, 2017. The Company is currently evaluating the impact of the adoption of this guidance, but currently does not anticipate the guidance will have a material impact on its consolidated financial position or results of operations. In March 2017, the FASB issued new guidance for employers that sponsor defined benefit pension or other postretirement benefit plans. The new guidance requires that these employers disaggregate specified components of net periodic pension cost and net periodic postretirement benefit cost (collectively, "net benefit cost"). Specifically, the guidance generally requires employers to present in the income statement the service cost component of net benefit cost in the same line item or items as other compensation costs arising from services rendered by the pertinent employees during the period. The other components of net benefit cost are required to be presented in the income statement separately from the service cost component and outside a subtotal of income from operations. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017 and generally is required to be applied retrospectively. Early adoption is permitted. The Company is currently evaluating the impact of the adoption of this guidance, but currently does not anticipate the guidance will have a material impact on its consolidated results of operations. From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by the Company as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. The Company has assessed the recently issued guidance that is not yet effective and, unless otherwise indicated above, believes the new guidance will not have a material impact on the Company’s results of operations, cash flows or financial position. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Business Combinations [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The following table presents the preliminary fair value determination of the assets acquired and liabilities assumed as of February 17, 2017 with respect to the Vascular Solutions acquisition, which was accounted for as a business combination: (Dollars in thousands) Assets Current assets $ 64,232 Property, plant and equipment 46,886 Intangible assets 539,250 Goodwill 521,396 Other assets 728 Total assets acquired 1,172,492 Less: Current liabilities 13,470 Deferred tax liabilities 183,498 Liabilities assumed 196,968 Net assets acquired $ 975,524 |
Finite-Lived and Indefinite-Lived Intangible Assets Acquired as Part of Business Combination | The following table sets forth the components of identifiable intangible assets acquired and the ranges of the useful lives as of the date of acquisition: Fair value Useful life range (Dollars in thousands) (Years) Intellectual property 248,200 10- 20 In-process research and development ("IPR&D") 15,600 Indefinite Trade names 16,650 20 Customer lists 258,800 25 |
Business Acquisition, Pro Forma Information | The following unaudited pro forma combined financial information for the three months ended April 2, 2017 and March 27, 2016, respectively, gives effect to the Vascular Solutions acquisition as if it was completed at the beginning of each of the respective periods. Three Months Ended April 2, 2017 March 27, 2016 (Dollars and shares in thousands, except per share) Net revenue $ 510,705 $ 464,124 Net income $ 26,247 $ 36,186 Basic earnings per common share: Net income $ 0.58 $ 0.87 Diluted earnings per common share: Net income $ 0.56 $ 0.74 Weighted average common shares outstanding: Basic 44,893 41,647 Diluted 46,615 48,782 |
Restructuring charges (Tables)
Restructuring charges (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Other Impairment Charges | Restructuring charges by reportable operating segment for the three months ended April 2, 2017 and March 27, 2016 are set forth in the following table: Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Restructuring charges Vascular North America $ 748 $ 4,163 Anesthesia North America 247 1,875 Surgical North America — (19 ) EMEA 7,500 3,872 Asia — 2 OEM — 4 All other 4,450 71 Total restructuring charges $ 12,945 $ 9,968 The restructuring charges recognized for the three months ended April 2, 2017 and March 27, 2016 consisted of the following: Three Months Ended April 2, 2017 Termination Benefits Facility Closure Costs Contract Termination Costs Other Exit Costs Total (Dollars in thousands) 2017 Vascular Solutions Integration Program $ 4,482 $ — $ — $ — $ 4,482 2017 EMEA Restructuring Program 7,121 — — — 7,121 2016 Footprint realignment plan 539 12 (71 ) 29 509 2014 Footprint realignment plan 303 — — 8 311 Other restructuring programs (1) 305 47 130 40 522 Total restructuring charges $ 12,750 $ 59 $ 59 $ 77 $ 12,945 Three Months Ended March 27, 2016 Termination Benefits Facility Closure Costs Contract Termination Costs Other Exit Costs Total (Dollars in thousands) 2016 Footprint realignment plan $ 10,347 $ — $ — $ — $ 10,347 Other restructuring programs (2) (495 ) 123 (108 ) 101 (379 ) Total restructuring charges $ 9,852 $ 123 $ (108 ) 101 $ 9,968 (1) Other restructuring programs include the 2016 Other Restructuring programs and the 2015 Restructuring programs. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. (2) Other restructuring programs includes the 2015 Restructuring programs, the 2014 Footprint Realignment plan and the 2012 Restructuring program. For a description of these plans, see Note 4 to the Company’s consolidated financial statements included in its annual report on Form 10-K for the year ended December 31, 2016. |
Inventories, net (Tables)
Inventories, net (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories, net | Inventories as of April 2, 2017 and December 31, 2016 consisted of the following: April 2, 2017 December 31, 2016 (Dollars in thousands) Raw materials $ 92,172 $ 65,319 Work-in-process 60,063 54,555 Finished goods 203,054 196,297 Inventories, net $ 355,289 $ 316,171 |
Goodwill and other intangible28
Goodwill and other intangible assets, net (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill | The following table provides information relating to changes in the carrying amount of goodwill by reportable operating segment for the three months ended April 2, 2017 : Vascular Anesthesia Surgical EMEA Asia OEM All Total (Dollars in thousands) Balance as of December 31, 2016 $ 345,546 $ 141,253 $ 250,912 $ 290,041 $ 138,185 $ 4,883 $ 105,900 $ 1,276,720 Goodwill related to acquisitions — — — — — — 521,396 521,396 Currency translation and other adjustments (1,590 ) 93 — 11,186 5,735 — 1,958 17,382 Balance as of April 2, 2017 $ 343,956 $ 141,346 $ 250,912 $ 301,227 $ 143,920 $ 4,883 $ 629,254 $ 1,815,498 |
Schedule of Finite-Lived Intangible Assets | The following table provides information as of April 2, 2017 and December 31, 2016 regarding the gross carrying amount of, and accumulated amortization relating to, intangible assets, net: Gross Carrying Amount Accumulated Amortization April 2, 2017 December 31, 2016 April 2, 2017 December 31, 2016 (Dollars in thousands) Customer relationships $ 885,648 $ 622,428 $ (248,033 ) $ (239,055 ) In-process research and development 32,689 16,532 — — Intellectual property 769,892 519,962 (213,843 ) (203,390 ) Distribution rights 23,185 23,021 (15,673 ) (15,239 ) Trade names 400,406 379,724 (15,357 ) (13,974 ) Non-compete agreements 2,771 2,692 (1,231 ) (1,038 ) $ 2,114,591 $ 1,564,359 $ (494,137 ) $ (472,696 ) |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | The Company's borrowings at April 2, 2017 and December 31, 2016 were as follows: April 2, 2017 December 31, 2016 (Dollars in thousands) Senior Credit Facility: Revolving credit facility, at a rate of 2.46% at April 2, 2017, due 2022 $ 608,000 $ 210,000 Term loan facility, at a rate of 2.44% at April 2, 2017, due 2022 750,000 — 3.875% Convertible Senior Subordinated Notes due 2017 44,325 136,076 4.875% Senior Notes due 2026 400,000 400,000 5.25% Senior Notes due 2024 250,000 250,000 Securitization program, at a rate of 1.73% at April 2, 2017 50,000 50,000 2,102,325 1,046,076 Less: Unamortized debt discount on 3.875% Convertible Senior Subordinated Notes due 2017 (504 ) (2,707 ) Less: Unamortized debt issuance costs (12,929 ) (10,046 ) 2,088,892 1,033,323 Current borrowings (131,095 ) (183,071 ) Long-term borrowings $ 1,957,797 $ 850,252 |
Fair Value of Long-Term Debt | The following table provides the fair value of the Company’s debt as of April 2, 2017 and December 31, 2016 , categorized by the level of inputs within the fair value hierarchy used to measure fair value (see Note 10, “Fair value measurement,” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 for further information regarding the fair value hierarchy): April 2, 2017 December 31, 2016 (Dollars in thousands) Level 1 $ 140,389 $ 344,765 Level 2 2,015,793 929,362 Total $ 2,156,182 $ 1,274,127 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Fair Values of Derivative Instruments Designated as Hedging Instruments | The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of April 2, 2017 and December 31, 2016 : April 2, 2017 December 31, 2016 Fair Value (Dollars in thousands) Asset derivatives: Designated foreign currency forward contracts $ 2,054 $ 667 Non-designated foreign currency forward contracts 152 490 Prepaid expenses and other current assets $ 2,206 $ 1,157 Total asset derivatives $ 2,206 $ 1,157 Liability derivatives: Designated foreign currency forward contracts $ 1,589 $ 2,139 Non-designated foreign currency forward contracts 303 118 Other current liabilities $ 1,892 $ 2,257 Total liability derivatives $ 1,892 $ 2,257 |
After Tax Gain (Loss) Recognized in OCI | The following table provides information as to the gains and losses attributable to derivatives in cash flow hedging relationships that were reported in other comprehensive income (loss) (“OCI”) for the three months ended April 2, 2017 and March 27, 2016 : After Tax Gain (Loss) Recognized in OCI Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Foreign currency forward contracts $ 1,728 $ 1,480 |
Aggregate Accounts Receivable, Net of Allowance for Doubtful Accounts | The following table shows the Company's allowance for doubtful accounts, the aggregate net current and long-term trade accounts receivable related to customers in Greece, Italy, Spain and Portugal and the percentage of the Company’s total net current and long-term trade accounts receivable represented by these customers' trade accounts receivable at April 2, 2017 and December 31, 2016 : April 2, 2017 December 31, 2016 (Dollars in thousands) Allowance for doubtful accounts (1) $ 9,188 $ 8,630 Current and long-term trade accounts receivable in Greece, Italy, Spain and Portugal (2) $ 46,272 $ 51,098 Percentage of total net current and long-term trade accounts receivable - Greece, Italy, Spain and Portugal 16.4 % 19.3 % (1) The current portion of the allowance for doubtful accounts was $2.1 million and $2.0 million as of April 2, 2017 and December 31, 2016, respectively, and was recognized in accounts receivable, net. (2) The long-term portion of trade accounts receivable, net from customers in Greece, Italy, Spain and Portugal at April 2, 2017 and December 31, 2016 was $3.2 million and $2.7 million , respectively In January 2017, the Company sold $16.1 million of receivables outstanding with respect to publicly funded hospitals in Italy for $16.0 million . |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following tables provide information regarding the Company's financial assets and liabilities that are measured at fair value on a recurring basis as of April 2, 2017 and December 31, 2016 : Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 8,048 $ 8,048 $ — $ — Derivative assets 2,206 — 2,206 — Derivative liabilities 1,892 — 1,892 — Contingent consideration liabilities (1) 7,202 — — 7,202 Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 7,660 $ 7,660 $ — $ — Derivative assets 1,157 — 1,157 — Derivative liabilities 2,257 — 2,257 — Contingent consideration liabilities (1) 7,102 — — 7,102 (1) As of April 2, 2017 and December 31, 2016, $0.7 million and $0.6 million was recorded as the current portion of contingent consideration, respectively, and $6.5 million was recognized in other liabilities in the condensed consolidated balance sheet. |
Reconciliation of Changes in Level 3 Financial Liabilities Measured at Fair Value on Recurring Basis | The following table provides information regarding changes, during the three months ended April 2, 2017 , in Level 3 financial liabilities related to contingent consideration, which are described below in this Note 9 under "Valuation Techniques": Contingent consideration 2017 (Dollars in thousands) Balance - December 31, 2016 $ 7,102 Payment (79 ) Revaluations 179 Balance - April 2, 2017 $ 7,202 |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Equity [Abstract] | |
Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding | The following table provides a reconciliation of basic to diluted weighted average shares outstanding: Three Months Ended April 2, 2017 March 27, 2016 (Shares in thousands) Basic 44,893 41,647 Dilutive effect of share-based awards 821 519 Dilutive effect of 3.875% Convertible Notes and warrants (1) 901 6,616 Diluted 46,615 48,782 (1) The reduction in the dilutive effect of the Convertible Notes and warrants at April 2, 2017 as compared to March 27, 2016 is due to the Company’s repurchase of Convertible Notes and conversions by holders of the Convertible Notes subsequent to March 27, 2016. |
Change in Accumulated Other Comprehensive Income (Loss) | The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the three months ended April 2, 2017 and March 27, 2016 : Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (Dollars in thousands) Balance as of December 31, 2016 $ (2,424 ) $ (136,596 ) $ (299,697 ) $ (438,717 ) Other comprehensive income (loss) before reclassifications 350 (241 ) 46,982 47,091 Amounts reclassified from accumulated other comprehensive income 1,378 1,131 — 2,509 Net current-period other comprehensive income 1,728 890 46,982 49,600 Balance as of April 2, 2017 $ (696 ) $ (135,706 ) $ (252,715 ) $ (389,117 ) Cash Flow Hedges Pension and Other Postretirement Benefit Plans Foreign Currency Translation Adjustment Accumulated Other Comprehensive (Loss) Income (Dollars in thousands) Balance at December 31, 2015 $ (2,491 ) $ (138,887 ) $ (229,746 ) $ (371,124 ) Other comprehensive (loss) before reclassifications (50 ) 182 20,476 20,608 Amounts reclassified from accumulated other comprehensive loss 1,530 1,056 — 2,586 Net current-period other comprehensive income 1,480 1,238 20,476 23,194 Balance at March 27, 2016 $ (1,011 ) $ (137,649 ) $ (209,270 ) $ (347,930 ) |
Reclassification of Gain/Losses into Income/Expense, Net of Tax | The following table provides information relating to the location in the statements of operations and amount of reclassifications of losses/(gains) in accumulated other comprehensive (loss) income into expense/(income), net of tax, for the three months ended April 2, 2017 and March 27, 2016 : Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Losses on foreign exchange contracts: Cost of goods sold $ 1,645 $ 1,871 Total before tax 1,645 1,871 Tax benefit (267 ) (341 ) Net of tax $ 1,378 $ 1,530 Amortization of pension and other postretirement benefit items: Actuarial losses (1) $ 1,726 $ 1,622 Prior-service costs (1) 29 14 Total before tax 1,755 1,636 Tax benefit (624 ) (580 ) Net of tax $ 1,131 $ 1,056 Total reclassifications, net of tax $ 2,509 $ 2,586 (1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans (see Note 12 for additional information). |
Taxes on income from continui33
Taxes on income from continuing operations (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate | Three Months Ended April 2, 2017 March 27, 2016 Effective income tax rate (7.1)% 4.9% |
Pension and other postretirem34
Pension and other postretirement benefits (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Compensation and Retirement Disclosure [Abstract] | |
Net Benefit Cost of Pension and Postretirement Benefit Plans | Net pension and other postretirement benefits expense (income) consist of the following: Pension Other Postretirement Benefits April 2, 2017 March 27, 2016 April 2, 2017 March 27, 2016 (Dollars in thousands) Service cost $ 717 $ 652 $ 74 $ 111 Interest cost 3,785 3,920 378 406 Expected return on plan assets (6,743 ) (6,198 ) — — Net amortization and deferral 1,690 1,579 65 57 Net benefits expense (income) $ (551 ) $ (47 ) $ 517 $ 574 |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Segment Reporting [Abstract] | |
Segment Results | The following tables present the Company’s segment results for the three months ended April 2, 2017 and March 27, 2016 : Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Revenue Vascular North America $ 93,849 $ 81,588 Anesthesia North America 48,207 45,957 Surgical North America 45,944 38,941 EMEA 130,733 122,095 Asia 48,953 49,156 OEM 43,346 33,977 All other 76,849 53,179 Consolidated net revenues $ 487,881 $ 424,893 Three Months Ended April 2, 2017 March 27, 2016 (Dollars in thousands) Operating profit Vascular North America $ 24,816 $ 19,656 Anesthesia North America 13,527 12,177 Surgical North America 16,380 13,256 EMEA 22,240 21,043 Asia 10,798 13,008 OEM 9,121 5,189 All other (6,301 ) 5,743 Total segment operating profit (1) 90,581 90,072 Unallocated expenses (2) (29,762 ) (22,575 ) Income from continuing operations before interest, loss on extinguishment of debt and taxes $ 60,819 $ 67,497 (1) Segment operating profit includes segment net revenues from external customers reduced by its standard cost of goods sold, adjusted for fixed manufacturing cost absorption variances, selling, general and administrative expenses, research and development expenses and an allocation of corporate expenses. Corporate expenses are allocated among the segments in proportion to the respective amounts of one of several items (such as net revenues, numbers of employees, and amount of time spent), depending on the category of expense involved. (2) Unallocated expenses primarily include manufacturing variances, with the exception of fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets. |
Condensed consolidating guara36
Condensed consolidating guarantor financial information (Tables) | 3 Months Ended |
Apr. 02, 2017 | |
Condensed Consolidated Guarantor Financial Information [Abstract] | |
Condensed Consolidated Statements of Income (Loss) and Comprehensive Income (Loss) | TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME (LOSS) Three Months Ended April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 315,643 $ 276,315 $ (104,077 ) $ 487,881 Cost of goods sold — 192,001 143,896 (103,576 ) 232,321 Gross profit — 123,642 132,419 (501 ) 255,560 Selling, general and administrative expenses 20,519 94,043 48,844 563 163,969 Research and development expenses 235 11,186 6,406 — 17,827 Restructuring charges — 5,374 7,571 — 12,945 (Loss) income from continuing operations before interest, extinguishment of debt and taxes (20,754 ) 13,039 69,598 (1,064 ) 60,819 Interest, net 47,674 (30,963 ) 846 — 17,557 Loss on extinguishment of debt 5,582 — — — 5,582 (Loss) income from continuing operations before taxes (74,010 ) 44,002 68,752 (1,064 ) 37,680 (Benefit) taxes on (loss) income from continuing operations (29,907 ) 14,485 12,229 524 (2,669 ) Equity in net income of consolidated subsidiaries 84,452 55,802 216 (140,470 ) — Income from continuing operations 40,349 85,319 56,739 (142,058 ) 40,349 Operating loss from discontinued operations (282 ) — — — (282 ) Benefit on loss from discontinued operations (103 ) — — — (103 ) Loss from discontinued operations (179 ) — — — (179 ) Net income 40,170 85,319 56,739 (142,058 ) 40,170 Other comprehensive income 49,600 49,404 53,901 (103,305 ) 49,600 Comprehensive income $ 89,770 $ 134,723 $ 110,640 $ (245,363 ) $ 89,770 Three Months Ended March 27, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 258,911 $ 261,348 $ (95,366 ) $ 424,893 Cost of goods sold — 155,541 132,963 (88,758 ) 199,746 Gross profit — 103,370 128,385 (6,608 ) 225,147 Selling, general and administrative expenses 9,329 81,477 45,059 483 136,348 Research and development expenses — 6,435 5,918 — 12,353 Restructuring charges — 4,758 5,210 — 9,968 Gain on sale of assets — — (1,019 ) — (1,019 ) (Loss) income from continuing operations before interest and taxes (9,329 ) 10,700 73,217 (7,091 ) 67,497 Interest, net 33,044 (20,318 ) 978 — 13,704 (Loss) income from continuing operations before taxes (42,373 ) 31,018 72,239 (7,091 ) 53,793 (Benefit) taxes on (loss) income from continuing operations (15,848 ) 11,677 7,864 (1,080 ) 2,613 Equity in net income of consolidated subsidiaries 77,457 57,900 168 (135,525 ) — Income from continuing operations 50,932 77,241 64,543 (141,536 ) 51,180 Operating loss from discontinued operations (382 ) — — — (382 ) (Benefit) taxes on loss from discontinued operations (139 ) — 69 — (70 ) Loss from discontinued operations (243 ) — (69 ) — (312 ) Net income 50,689 77,241 64,474 (141,536 ) 50,868 Less: Income from continuing operations attributable to noncontrolling interest — — 179 — 179 Net income attributable to common shareholders 50,689 77,241 64,295 (141,536 ) 50,689 Other comprehensive income attributable to common shareholders 23,194 18,573 22,412 (40,985 ) 23,194 Comprehensive income attributable to common shareholders $ 73,883 $ 95,814 $ 86,707 $ (182,521 ) $ 73,883 |
Condensed Consolidating Balance Sheets | TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 153,100 $ 7,593 $ 528,436 $ — $ 689,129 Accounts receivable, net 2,215 34,464 241,897 4,296 282,872 Accounts receivable from consolidated subsidiaries 8,025 2,238,256 338,230 (2,584,511 ) — Inventories, net — 222,619 158,358 (25,688 ) 355,289 Prepaid expenses and other current assets 14,084 9,477 20,340 3,337 47,238 Prepaid taxes 11,072 — 9,527 — 20,599 Total current assets 188,496 2,512,409 1,296,788 (2,602,566 ) 1,395,127 Property, plant and equipment, net 2,517 207,818 144,899 — 355,234 Goodwill — 1,228,353 587,145 — 1,815,498 Intangibles assets, net — 1,167,974 452,480 — 1,620,454 Deferred tax assets 72,621 — 5,434 (76,092 ) 1,963 Notes receivable and other amounts due from consolidated subsidiaries 1,321,595 2,151,605 — (3,473,200 ) — Other assets 7,203,940 1,578,527 30,859 (8,769,166 ) 44,160 Total assets $ 8,789,169 $ 8,846,686 $ 2,517,605 $ (14,921,024 ) $ 5,232,436 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 81,095 $ — $ 50,000 $ — $ 131,095 Accounts payable 4,335 40,095 37,588 — 82,018 Accounts payable to consolidated subsidiaries 2,290,413 255,530 38,568 (2,584,511 ) — Accrued expenses 19,473 26,116 36,801 — 82,390 Current portion of contingent consideration — 669 — — 669 Payroll and benefit-related liabilities 16,858 15,707 33,362 — 65,927 Accrued interest 12,657 — 29 — 12,686 Income taxes payable — — 7,519 524 8,043 Other current liabilities 1,926 4,153 3,451 — 9,530 Total current liabilities 2,426,757 342,270 207,318 (2,583,987 ) 392,358 Long-term borrowings 1,957,797 — — — 1,957,797 Deferred tax liabilities — 504,454 32,292 (76,092 ) 460,654 Pension and postretirement benefit liabilities 82,623 31,223 16,380 — 130,226 Noncurrent liability for uncertain tax positions 1,432 13,731 2,776 — 17,939 Notes payable and other amounts due to consolidated subsidiaries 2,076,792 1,203,358 193,050 (3,473,200 ) — Other liabilities 24,864 15,770 13,924 — 54,558 Total liabilities 6,570,265 2,110,806 465,740 (6,133,279 ) 3,013,532 Total shareholders' equity 2,218,904 6,735,880 2,051,865 (8,787,745 ) 2,218,904 Total liabilities and shareholders' equity $ 8,789,169 $ 8,846,686 $ 2,517,605 $ (14,921,024 ) $ 5,232,436 December 31, 2016 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 14,571 $ 1,031 $ 528,187 $ — $ 543,789 Accounts receivable, net 2,551 8,768 255,815 4,859 271,993 Accounts receivable from consolidated subsidiaries 4,861 2,176,059 309,149 (2,490,069 ) — Inventories, net — 200,852 140,406 (25,087 ) 316,171 Prepaid expenses and other current assets 14,239 5,332 17,474 3,337 40,382 Prepaid taxes — — 7,766 413 8,179 Assets held for sale — — 2,879 — 2,879 Total current assets 36,222 2,392,042 1,261,676 (2,506,547 ) 1,183,393 Property, plant and equipment, net 2,566 163,847 136,486 — 302,899 Goodwill — 708,546 568,174 — 1,276,720 Intangibles assets, net — 640,999 450,664 — 1,091,663 Deferred tax assets 73,051 — 5,185 (76,524 ) 1,712 Notes receivable and other amounts due from consolidated subsidiaries 1,387,615 2,085,538 — (3,473,153 ) — Other assets 6,044,337 1,525,285 29,962 (7,564,758 ) 34,826 Total assets $ 7,543,791 $ 7,516,257 $ 2,452,147 $ (13,620,982 ) $ 3,891,213 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 133,071 $ — $ 50,000 $ — $ 183,071 Accounts payable 4,540 30,924 33,936 — 69,400 Accounts payable to consolidated subsidiaries 2,242,814 214,203 33,052 (2,490,069 ) — Accrued expenses 16,827 18,126 30,196 — 65,149 Current portion of contingent consideration — 587 — — 587 Payroll and benefit-related liabilities 20,610 26,672 35,397 — 82,679 Accrued interest 10,429 — 21 — 10,450 Income taxes payable 1,246 — 6,577 85 7,908 Other current liabilities 2,262 3,643 2,497 — 8,402 Total current liabilities 2,431,799 294,155 191,676 (2,489,984 ) 427,646 Long-term borrowings 850,252 — — — 850,252 Deferred tax liabilities — 316,526 31,375 (76,524 ) 271,377 Pension and postretirement benefit liabilities 85,645 31,561 15,856 — 133,062 Noncurrent liability for uncertain tax positions 1,169 13,684 2,667 — 17,520 Notes payable and other amounts due to consolidated subsidiaries 2,011,737 1,264,004 197,412 (3,473,153 ) — Other liabilities 23,848 15,695 12,472 — 52,015 Total liabilities 5,404,450 1,935,625 451,458 (6,039,661 ) 1,751,872 Convertible notes - redeemable equity component 1,824 — — — 1,824 Mezzanine equity 1,824 — — — 1,824 Total shareholders' equity 2,137,517 5,580,632 2,000,689 (7,581,321 ) 2,137,517 Total liabilities and shareholders' equity $ 7,543,791 $ 7,516,257 $ 2,452,147 $ (13,620,982 ) $ 3,891,213 |
Condensed Consolidating Statements of Cash Flows | TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended April 2, 2017 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (86,020 ) $ 158,343 $ 80,535 $ (61,918 ) $ 90,940 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (155 ) (2,206 ) (10,533 ) — (12,894 ) Proceeds from sale of assets — — 6,332 — 6,332 Payments for businesses and intangibles acquired, net of cash acquired (975,524 ) — — — (975,524 ) Net cash used in investing activities from continuing operations (975,679 ) (2,206 ) (4,201 ) — (982,086 ) Cash flows from financing activities of continuing operations: Proceeds from new borrowings 1,194,500 — — — 1,194,500 Reduction in borrowings (138,251 ) — — — (138,251 ) Debt extinguishment, issuance and amendment fees (19,114 ) — — — (19,114 ) Net proceeds from share based compensation plans and the related tax impacts (505 ) — — — (505 ) Payments for contingent consideration — (79 ) — — (79 ) Dividends paid (15,287 ) — — — (15,287 ) Intercompany transactions 179,151 (149,496 ) (29,655 ) — — Intercompany dividends paid — — (61,918 ) 61,918 — Net cash provided by (used in) financing activities from continuing operations 1,200,494 (149,575 ) (91,573 ) 61,918 1,021,264 Cash flows from discontinued operations: Net cash used in operating activities (266 ) — — — (266 ) Net cash used in discontinued operations (266 ) — — — (266 ) Effect of exchange rate changes on cash and cash equivalents — — 15,488 — 15,488 Net increase in cash and cash equivalents 138,529 6,562 249 145,340 Cash and cash equivalents at the beginning of the period 14,571 1,031 528,187 — 543,789 Cash and cash equivalents at the end of the period $ 153,100 $ 7,593 $ 528,436 $ — $ 689,129 Three Months Ended March 27, 2016 Parent Guarantor Non-Guarantor Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (18,852 ) $ 25,624 $ 60,060 $ 66,832 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (5 ) (3,470 ) (4,347 ) (7,822 ) Proceeds from sale of assets — — 1,251 1,251 Net cash used in investing activities from continuing operations (5 ) (3,470 ) (3,096 ) (6,571 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (9 ) — — (9 ) Net proceeds from share based compensation plans and the related tax impacts 3,180 — — 3,180 Payments for contingent consideration — (61 ) — (61 ) Dividends paid (14,179 ) — — (14,179 ) Intercompany transactions 32,371 (21,088 ) (11,283 ) — Net cash provided by (used in) financing activities from continuing operations 21,363 (21,149 ) (11,283 ) (11,069 ) Cash flows from discontinued operations: Net cash used in operating activities (126 ) — — (126 ) Net cash used in discontinued operations (126 ) — — (126 ) Effect of exchange rate changes on cash and cash equivalents — — 5,126 5,126 Net increase in cash and cash equivalents 2,380 1,005 50,807 54,192 Cash and cash equivalents at the beginning of the period 21,612 — 316,754 338,366 Cash and cash equivalents at the end of the period $ 23,992 $ 1,005 $ 367,561 $ 392,558 |
New accounting standards (Detai
New accounting standards (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | $ 90,940 | $ 66,832 |
Net income | $ 40,170 | $ 50,689 |
Net income (in dollars per share) | $ 0.86 | $ 1.04 |
Accounting Standards Update 2016-09 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | $ 3,400 | |
Net income | $ 3,400 | |
Net income (in dollars per share) | $ 0.07 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Details) $ / shares in Units, $ in Thousands | 2 Months Ended | 3 Months Ended | 9 Months Ended | ||||||
Apr. 02, 2017USD ($) | Apr. 02, 2017USD ($) | Sep. 25, 2016USD ($) | Jun. 26, 2016business | Mar. 27, 2016USD ($) | Sep. 25, 2016USD ($) | Feb. 17, 2017USD ($)$ / shares | Jul. 01, 2016 | Jun. 30, 2016 | |
Business Acquisition [Line Items] | |||||||||
Pro forma, revenue actual | $ 21,600 | ||||||||
Pro forma, net income (loss) actual | $ 14,800 | ||||||||
Interest expense | $ 17,726 | $ 13,784 | |||||||
Vascular Solutions, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Business acquisition, share price (in dollars per share) | $ / shares | $ 56 | ||||||||
Net assets acquired | $ 975,524 | ||||||||
Acquisition related costs | 8,900 | ||||||||
Integration related costs | 23,800 | ||||||||
Teleflex Medical Private Limited | |||||||||
Business Acquisition [Line Items] | |||||||||
Ownership percentage | 74.00% | ||||||||
Percentage of interests acquired | 26.00% | ||||||||
Purchase price in excess of noncontrolling interest | $ 7,500 | ||||||||
Medical Device and Supplies Distributors in New Zealand | |||||||||
Business Acquisition [Line Items] | |||||||||
Number of businesses acquired | business | 2 | ||||||||
2016 Acquisitions | |||||||||
Business Acquisition [Line Items] | |||||||||
Consideration transferred | $ 22,800 | ||||||||
Bridge Loan | Vascular Solutions, Inc. | |||||||||
Business Acquisition [Line Items] | |||||||||
Interest expense | $ 2,100 |
Acquisitions - Assets Acquired
Acquisitions - Assets Acquired and Liabilities Assumed (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Feb. 17, 2017 | Dec. 31, 2016 |
Assets | |||
Goodwill | $ 1,815,498 | $ 1,276,720 | |
Vascular Solutions, Inc. | |||
Assets | |||
Current assets | $ 64,232 | ||
Property, plant and equipment | 46,886 | ||
Intangible assets | 539,250 | ||
Goodwill | 521,396 | ||
Other assets | 728 | ||
Total assets acquired | 1,172,492 | ||
Less: | |||
Current liabilities | 13,470 | ||
Deferred tax liabilities | 183,498 | ||
Liabilities assumed | 196,968 | ||
Net assets acquired | $ 975,524 |
Acquisitions - Schedule of Inta
Acquisitions - Schedule of Intangible Assets Acquired (Details) - Vascular Solutions, Inc. - USD ($) $ in Thousands | Feb. 17, 2017 | Apr. 02, 2017 |
Business Acquisition [Line Items] | ||
Intangible assets | $ 539,250 | |
Intellectual property | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 248,200 | |
Intellectual property | Minimum | ||
Business Acquisition [Line Items] | ||
Useful life | 10 years | |
Intellectual property | Maximum | ||
Business Acquisition [Line Items] | ||
Useful life | 20 years | |
In-process research and development | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 15,600 | |
Trade names | ||
Business Acquisition [Line Items] | ||
Intangible assets | 16,650 | |
Useful life | 20 years | |
Customer lists | ||
Business Acquisition [Line Items] | ||
Intangible assets | $ 258,800 | |
Useful life | 25 years |
Acquisitions - Pro Forma (Detai
Acquisitions - Pro Forma (Details) - Vascular Solutions, Inc. - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Business Acquisition [Line Items] | ||
Net revenue | $ 510,705 | $ 464,124 |
Net income | $ 26,247 | $ 36,186 |
Basic earnings per common share (in USD per share) | $ 0.58 | $ 0.87 |
Diluted earnings per common share (in USD per share) | $ 0.56 | $ 0.74 |
Basic, weighted average common shares outstanding (in shares) | 44,893 | 41,647 |
Diluted, weighted average common shares outstanding (in shares) | 46,615 | 48,782 |
Restructuring charges - Charges
Restructuring charges - Charges Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 12,945 | $ 9,968 |
Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 12,750 | 9,852 |
Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 59 | 123 |
Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 59 | (108) |
Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 77 | 101 |
2017 Vascular Solutions Integration Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,482 | |
2017 Vascular Solutions Integration Program | Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,482 | |
2017 Vascular Solutions Integration Program | Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2017 Vascular Solutions Integration Program | Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2017 Vascular Solutions Integration Program | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2017 EMEA Restructuring Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 7,121 | |
2017 EMEA Restructuring Program | Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 7,121 | |
2017 EMEA Restructuring Program | Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2017 EMEA Restructuring Program | Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2017 EMEA Restructuring Program | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2016 Footprint realignment plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 509 | 10,347 |
2016 Footprint realignment plan | Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 539 | 10,347 |
2016 Footprint realignment plan | Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 12 | 0 |
2016 Footprint realignment plan | Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | (71) | 0 |
2016 Footprint realignment plan | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 29 | 0 |
2014 Footprint realignment plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 311 | |
2014 Footprint realignment plan | Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 303 | |
2014 Footprint realignment plan | Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2014 Footprint realignment plan | Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | |
2014 Footprint realignment plan | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 8 | |
2017 Other Restructuring program | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 522 | |
2017 Other Restructuring program | Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 305 | |
2017 Other Restructuring program | Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 47 | |
2017 Other Restructuring program | Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 130 | |
2017 Other Restructuring program | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 40 | |
2016 Other Restructuring programs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | (379) | |
2016 Other Restructuring programs | Termination Benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | (495) | |
2016 Other Restructuring programs | Facility Closure Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 123 | |
2016 Other Restructuring programs | Contract Termination Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | (108) | |
2016 Other Restructuring programs | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 101 |
Restructuring charges - Additio
Restructuring charges - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 12,945 | $ 9,968 |
Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 12,750 | 9,852 |
2017 Vascular Solutions Integration Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,482 | |
2017 Vascular Solutions Integration Program | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 4,482 | |
2017 Vascular Solutions Integration Program | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 6,000 | |
2017 Vascular Solutions Integration Program | Minimum | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 4,500 | |
2017 Vascular Solutions Integration Program | Minimum | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 1,500 | |
2017 Vascular Solutions Integration Program | Minimum | Retention Bonuses | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 2,500 | |
2017 Vascular Solutions Integration Program | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 7,500 | |
2017 Vascular Solutions Integration Program | Maximum | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 5,300 | |
2017 Vascular Solutions Integration Program | Maximum | Other Exit Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 2,200 | |
2017 Vascular Solutions Integration Program | Maximum | Retention Bonuses | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 3,000 | |
2017 EMEA Restructuring Program | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 7,121 | |
2017 EMEA Restructuring Program | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 7,121 | |
2017 EMEA Restructuring Program | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 7,100 | |
2017 EMEA Restructuring Program | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 8,500 | |
2016 Other Restructuring programs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring costs expected cash payment | 600 | |
Restructuring charges | (379) | |
Restructuring reserve | 1,700 | |
2016 Other Restructuring programs | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | (495) | |
2016 Other Restructuring programs | Accelerated Depreciation And Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 1,500 | |
2016 Other Restructuring programs | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 3,800 | |
2016 Other Restructuring programs | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 4,700 | |
2016 Footprint realignment plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 509 | 10,347 |
Aggregate restructuring charges incurred | 13,000 | |
Restructuring reserve | 8,900 | |
2016 Footprint realignment plan | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 539 | 10,347 |
2016 Footprint realignment plan | Accelerated Depreciation And Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Aggregate restructuring charges incurred | 8,500 | |
Restructuring expenses | 2,100 | 600 |
2016 Footprint realignment plan | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 34,000 | |
Restructuring costs expected cash payment | 27,000 | |
2016 Footprint realignment plan | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 44,000 | |
Restructuring costs expected cash payment | 31,000 | |
2014 Footprint realignment plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 311 | |
Aggregate restructuring charges incurred | 11,400 | |
Restructuring reserve | 4,800 | |
Restructuring expenses | 24,500 | |
2014 Footprint realignment plan | Employee termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 303 | |
2014 Footprint realignment plan | Accelerated Depreciation And Other Costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring expenses | 1,600 | $ 2,100 |
2014 Footprint realignment plan | Minimum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 43,000 | |
Restructuring costs expected cash payment | 33,000 | |
Expected capital expenditures | 24,000 | |
2014 Footprint realignment plan | Maximum | ||
Restructuring Cost and Reserve [Line Items] | ||
Expected restructuring charges | 48,000 | |
Restructuring costs expected cash payment | 38,000 | |
Expected capital expenditures | $ 30,000 |
Restructuring charges - Charg44
Restructuring charges - Charges by segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 12,945 | $ 9,968 |
Vascular North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 748 | 4,163 |
Anesthesia North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 247 | 1,875 |
Surgical North America | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | (19) |
EMEA | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 7,500 | 3,872 |
Asia | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 2 |
OEM | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 0 | 4 |
All Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 4,450 | $ 71 |
Inventories, net (Detail)
Inventories, net (Detail) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 92,172 | $ 65,319 |
Work-in-process | 60,063 | 54,555 |
Finished goods | 203,054 | 196,297 |
Inventories, net | $ 355,289 | $ 316,171 |
Goodwill and other intangible46
Goodwill and other intangible assets, net - Changes in carrying amount of goodwill, by reporting segment (Details) $ in Thousands | 3 Months Ended |
Apr. 02, 2017USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 1,276,720 |
Goodwill related to acquisitions | 521,396 |
Currency translation and other adjustments | 17,382 |
Goodwill, ending balance | 1,815,498 |
Vascular North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 345,546 |
Goodwill related to acquisitions | 0 |
Currency translation and other adjustments | (1,590) |
Goodwill, ending balance | 343,956 |
Anesthesia North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 141,253 |
Goodwill related to acquisitions | 0 |
Currency translation and other adjustments | 93 |
Goodwill, ending balance | 141,346 |
Surgical North America | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 250,912 |
Goodwill related to acquisitions | 0 |
Currency translation and other adjustments | 0 |
Goodwill, ending balance | 250,912 |
EMEA | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 290,041 |
Goodwill related to acquisitions | 0 |
Currency translation and other adjustments | 11,186 |
Goodwill, ending balance | 301,227 |
Asia | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 138,185 |
Goodwill related to acquisitions | 0 |
Currency translation and other adjustments | 5,735 |
Goodwill, ending balance | 143,920 |
OEM | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 4,883 |
Goodwill related to acquisitions | 0 |
Currency translation and other adjustments | 0 |
Goodwill, ending balance | 4,883 |
All Other | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 105,900 |
Goodwill related to acquisitions | 521,396 |
Currency translation and other adjustments | 1,958 |
Goodwill, ending balance | $ 629,254 |
Goodwill and other intangible47
Goodwill and other intangible assets, net - Components of intangible assets (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 2,114,591 | $ 1,564,359 |
Accumulated amortization | (494,137) | (472,696) |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-Lived Intangible Assets (Excluding Goodwill) | 32,689 | 16,532 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 885,648 | 622,428 |
Accumulated amortization | (248,033) | (239,055) |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 769,892 | 519,962 |
Accumulated amortization | (213,843) | (203,390) |
Distribution rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 23,185 | 23,021 |
Accumulated amortization | (15,673) | (15,239) |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 400,406 | 379,724 |
Accumulated amortization | (15,357) | (13,974) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-Lived Intangible Assets, Gross | 2,771 | 2,692 |
Accumulated amortization | $ (1,231) | $ (1,038) |
Borrowings - Components of long
Borrowings - Components of long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | ||
Total borrowings | $ 2,102,325 | $ 1,046,076 |
Less: Unamortized debt discount on 3.875% Convertible Senior Subordinated Notes due 2017 | (504) | (2,707) |
Less: Unamortized debt issuance costs | (12,929) | (10,046) |
Total long-term debt | 2,088,892 | 1,033,323 |
Current borrowings | (131,095) | (183,071) |
Long-term borrowings | 1,957,797 | 850,252 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Senior Credit Facility: | $ 608,000 | 210,000 |
Line of credit facility interest rate | 2.46% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Senior Credit Facility: | $ 750,000 | 0 |
Line of credit facility interest rate | 2.44% | |
Senior Notes | 3.875% Convertible Senior Subordinated Notes due 2017 | ||
Debt Instrument [Line Items] | ||
3.875% Convertible Senior Subordinated Notes due 2017 | $ 44,325 | 136,076 |
Debt instrument, stated interest rate | 3.875% | |
Senior Notes | 4.875% Senior Notes due 2026 | ||
Debt Instrument [Line Items] | ||
Senior Notes | $ 400,000 | 400,000 |
Debt instrument, stated interest rate | 4.875% | |
Senior Notes | 5.25% Senior Notes due 2024 | ||
Debt Instrument [Line Items] | ||
Senior Notes | $ 250,000 | 250,000 |
Debt instrument, stated interest rate | 5.25% | |
Securitization program, at a rate of 1.73% at April 2, 2017 | ||
Debt Instrument [Line Items] | ||
Securitization program, at a rate of 1.73% at April 2, 2017 | $ 50,000 | $ 50,000 |
Debt instrument, stated interest rate | 1.73% |
Borrowings - Amended and restat
Borrowings - Amended and restated credit facility (Details) | Jan. 20, 2017USD ($) | Apr. 02, 2017USD ($) | Mar. 27, 2016USD ($) |
Line of Credit Facility [Line Items] | |||
Loss on extinguishment of debt | $ 5,582,000 | $ 0 | |
2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Debt instrument, stated interest rate | 2.00% | ||
Maximum leverage ratio | 4.50 | ||
Maximum secured leverage ratio | 3.50 | ||
Minimum interest coverage ratio | 3.50 | ||
Line of credit, debt issuance cost | 12,000,000 | ||
2017 Credit Agreement | Revolving Credit Facility | |||
Line of Credit Facility [Line Items] | |||
Debt instrument term | 5 years | ||
Maximum borrowing capacity | $ 1,000,000,000 | ||
2017 Credit Agreement | Term Loan | |||
Line of Credit Facility [Line Items] | |||
Maximum borrowing capacity | $ 750,000,000 | ||
2013 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Loss on extinguishment of debt | $ 400,000 | ||
London Interbank Offered Rate (LIBOR) | Minimum | 2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.25% | ||
London Interbank Offered Rate (LIBOR) | Maximum | 2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 2.50% | ||
Federal Funds Effective Swap Rate | 2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.50% | ||
Adjusted LIBOR | 2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.00% | ||
Adjusted LIBOR | Minimum | 2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 0.25% | ||
Adjusted LIBOR | Maximum | 2017 Credit Agreement | |||
Line of Credit Facility [Line Items] | |||
Basis spread on variable rate | 1.50% |
Borrowings - 3.875% Convertible
Borrowings - 3.875% Convertible Senior Subordinated Notes (Details) - USD ($) shares in Thousands | Jan. 05, 2017 | Apr. 02, 2017 | Mar. 27, 2016 |
Short-term Debt [Line Items] | |||
Repayments of debt | $ 138,251,000 | $ 9,000 | |
Conversion of convertible notes, shares issued upon conversion | 400 | 3,000 | |
Loss on extinguishment of debt | $ 5,582,000 | $ 0 | |
Shares received from dealer counterparties | 120 | ||
3.875% Convertible Senior Subordinated Notes due 2017 | Senior Notes | |||
Short-term Debt [Line Items] | |||
Extinguishment of debt, amount | $ 91,700,000 | ||
Principal amount of convertible debt | 1,000 | ||
Repayments of debt | 93,200,000 | ||
Repayments of debt, accrued interest | $ 1,500,000 | ||
Conversion of convertible notes, shares issued upon conversion | 930 | ||
Loss on extinguishment of debt | $ 5,200,000 |
Borrowings - Fair value of long
Borrowings - Fair value of long term debt (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 |
Fair Value Measurements [Line Items] | ||
Fair value of debt | $ 2,156,182 | $ 1,274,127 |
Level 1 | ||
Fair Value Measurements [Line Items] | ||
Fair value of debt | 140,389 | 344,765 |
Level 2 | ||
Fair Value Measurements [Line Items] | ||
Fair value of debt | $ 2,015,793 | $ 929,362 |
Financial instruments - Additio
Financial instruments - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Dec. 31, 2016 | |
Derivatives Fair Value [Line Items] | |||
Net revenues | $ 487,881,000 | $ 424,893,000 | |
Spain, Italy, Portugal, and Greece | |||
Derivatives Fair Value [Line Items] | |||
Net revenues | 31,500,000 | 30,900,000 | |
Cash flow hedging | |||
Derivatives Fair Value [Line Items] | |||
Ineffectiveness related to derivatives | 0 | ||
Foreign exchange contract | Designated as Hedging Instrument | Cash flow hedging | |||
Derivatives Fair Value [Line Items] | |||
Total notional amount for all open foreign currency forward contracts | 124,400,000 | $ 101,800,000 | |
Foreign exchange contract | Not Designated as Hedging Instrument | |||
Derivatives Fair Value [Line Items] | |||
Loss related to currency forward contracts | 800,000 | $ 300,000 | |
Total notional amount for all open foreign currency forward contracts | $ 79,300,000 | $ 73,400,000 |
Financial instruments - Fair va
Financial instruments - Fair values of derivative instruments designated as hedging instruments (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 |
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | $ 2,206 | $ 1,157 |
Total liability derivatives | 1,892 | 2,257 |
Foreign exchange contract | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 2,206 | 1,157 |
Foreign exchange contract | Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liability derivatives | 1,892 | 2,257 |
Foreign exchange contract | Designated as Hedging Instrument | Cash flow hedging | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 2,054 | 667 |
Foreign exchange contract | Designated as Hedging Instrument | Cash flow hedging | Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liability derivatives | 1,589 | 2,139 |
Foreign exchange contract | Not Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 152 | 490 |
Foreign exchange contract | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liability derivatives | $ 303 | $ 118 |
Financial instruments - After t
Financial instruments - After tax gains and losses reclassified from accumulated other comprehensive income into income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Foreign exchange contract | Cash flow hedging | ||
Derivative Instruments, Gain (Loss) [Line Items] | ||
After Tax Gain (Loss) Recognized in OCI | $ 1,728 | $ 1,480 |
Financial instruments - Aggrega
Financial instruments - Aggregate accounts receivable, net of allowance for doubtful accounts (Details) - USD ($) $ in Thousands | 1 Months Ended | ||
Jan. 31, 2017 | Apr. 02, 2017 | Dec. 31, 2016 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Allowance for doubtful accounts receivable | $ 9,188 | $ 8,630 | |
Allowance for doubtful accounts | 2,100 | 2,000 | |
Spain, Italy, Portugal, and Greece | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Current and long-term trade accounts receivable in Greece, Italy, Spain and Portugal | $ 46,272 | $ 51,098 | |
Percentage of total net current and long-term trade accounts receivable - Greece, Italy, Spain and Portugal | 16.40% | 19.30% | |
Long-term portion of accounts receivable, net | $ 3,200 | $ 2,700 | |
Italy | |||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||
Financing receivable, significant sales | $ 16,100 | ||
Proceeds from sale of receivables | $ 16,000 |
Fair value measurement - Financ
Fair value measurement - Financial assets and liabilities carried at fair value measured on recurring basis (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments in marketable securities | $ 8,048 | $ 7,660 |
Derivative assets | 2,206 | 1,157 |
Derivative liabilities | 1,892 | 2,257 |
Contingent consideration liabilities | 7,202 | 7,102 |
Current portion of contingent consideration | 669 | 587 |
Fair value measurement with unobservable inputs reconciliations other liabilities | 6,500 | 6,500 |
Quoted prices in active markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments in marketable securities | 8,048 | 7,660 |
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Contingent consideration liabilities | 0 | 0 |
Significant other observable Inputs (Level 2) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments in marketable securities | 0 | 0 |
Derivative assets | 2,206 | 1,157 |
Derivative liabilities | 1,892 | 2,257 |
Contingent consideration liabilities | 0 | 0 |
Significant unobservable Inputs (Level 3) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments in marketable securities | 0 | 0 |
Derivative assets | 0 | 0 |
Derivative liabilities | 0 | 0 |
Contingent consideration liabilities | $ 7,202 | $ 7,102 |
Fair value measurement - Reconc
Fair value measurement - Reconciliation of changes in financial liabilities measured on recurring basis (Details) $ in Thousands | 3 Months Ended |
Apr. 02, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 7,102 |
Payment | (79) |
Revaluations | 179 |
Ending balance | $ 7,202 |
Shareholders' equity - Addition
Shareholders' equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | ||
Apr. 02, 2017 | Mar. 27, 2016 | Dec. 31, 2016 | |
Shareholders Equity [Line Items] | |||
Investment warrants, exercise price (in dollars per share) | $ 74.65 | ||
Conversion of convertible notes, shares issued upon conversion | 0.4 | 3 | |
Convertible notes - redeemable equity component | $ 0 | $ 1,824 | |
Equity Option | |||
Shareholders Equity [Line Items] | |||
Weighted average antidilutive shares which were not included in the calculation of earnings per share | 0.5 | 5.2 | |
Convertible Note | |||
Shareholders Equity [Line Items] | |||
Weighted average antidilutive shares which were not included in the calculation of earnings per share | 0.5 | 3.6 |
Shareholders' equity - Reconcil
Shareholders' equity - Reconciliation of basic to diluted weighted average common shares outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Debt Instrument [Line Items] | ||
Basic (in shares) | 44,893 | 41,647 |
Dilutive effect of share-based awards (in shares) | 821 | 519 |
Dilutive effect of 3.875% Convertible Notes and warrants (in shares) | 901 | 6,616 |
Diluted (in shares) | 46,615 | 48,782 |
Senior Notes | 3.875% Convertible Senior Subordinated Notes due 2017 | ||
Debt Instrument [Line Items] | ||
Debt instrument, stated interest rate | 3.875% |
Shareholders' equity - Change i
Shareholders' equity - Change in accumulated other comprehensive income, net of tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | $ 2,137,517 | |
Other comprehensive income (loss) before reclassifications | 47,091 | $ 20,608 |
Amounts reclassified from accumulated other comprehensive income | 2,509 | 2,586 |
Net current-period other comprehensive income | 49,600 | 23,194 |
Ending Balance | 2,218,904 | |
Cash Flow Hedges | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (2,424) | (2,491) |
Other comprehensive income (loss) before reclassifications | 350 | (50) |
Amounts reclassified from accumulated other comprehensive income | 1,378 | 1,530 |
Net current-period other comprehensive income | 1,728 | 1,480 |
Ending Balance | (696) | (1,011) |
Pension and Other Postretirement Benefit Plans | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (136,596) | (138,887) |
Other comprehensive income (loss) before reclassifications | (241) | 182 |
Amounts reclassified from accumulated other comprehensive income | 1,131 | 1,056 |
Net current-period other comprehensive income | 890 | 1,238 |
Ending Balance | (135,706) | (137,649) |
Foreign Currency Translation Adjustment | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (299,697) | (229,746) |
Other comprehensive income (loss) before reclassifications | 46,982 | 20,476 |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current-period other comprehensive income | 46,982 | 20,476 |
Ending Balance | (252,715) | (209,270) |
Accumulated Other Comprehensive (Loss) Income | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (438,717) | (371,124) |
Ending Balance | $ (389,117) | $ (347,930) |
Shareholders' equity - Accumula
Shareholders' equity - Accumulated other comprehensive income into income expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Cost of goods sold | $ (232,321) | $ (199,746) |
Total reclassifications, net of tax | 2,509 | 2,586 |
Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Cost of goods sold | 1,645 | 1,871 |
Total before tax | 1,645 | 1,871 |
Tax benefit | (267) | (341) |
Total reclassifications, net of tax | 1,378 | 1,530 |
Actuarial losses | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 1,726 | 1,622 |
Prior-service costs | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 29 | 14 |
Pension and Other Postretirement Benefits Plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 1,755 | 1,636 |
Tax benefit | (624) | (580) |
Total reclassifications, net of tax | $ 1,131 | $ 1,056 |
Taxes on income from continui62
Taxes on income from continuing operations (Details) | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Income Tax Disclosure [Abstract] | ||
Effective income tax rate | (7.10%) | 4.90% |
Pension and other postretirem63
Pension and other postretirement benefits (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Pension | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | $ 717 | $ 652 |
Interest cost | 3,785 | 3,920 |
Expected return on plan assets | (6,743) | (6,198) |
Net amortization and deferral | 1,690 | 1,579 |
Net benefits expense (income) | (551) | (47) |
Other Postretirement Benefits | ||
Defined Benefit Plan Disclosure [Line Items] | ||
Service cost | 74 | 111 |
Interest cost | 378 | 406 |
Expected return on plan assets | 0 | 0 |
Net amortization and deferral | 65 | 57 |
Net benefits expense (income) | $ 517 | $ 574 |
Commitments and contingent li64
Commitments and contingent liabilities (Detail) ¥ in Millions, $ in Millions | Dec. 05, 2014USD ($) | Apr. 02, 2017USD ($) | Apr. 02, 2017CNY (¥) |
Loss Contingencies [Line Items] | |||
Estimated litigation liability | $ 2.4 | ||
Minimum | |||
Loss Contingencies [Line Items] | |||
Estimated time fram over which accrued amounts may be paid out | 15 years | 15 years | |
Maximum | |||
Loss Contingencies [Line Items] | |||
Estimated time fram over which accrued amounts may be paid out | 20 years | 20 years | |
Accrued Liabilities | |||
Loss Contingencies [Line Items] | |||
Accrual for environmental loss contingencies | $ 1.1 | ||
Other Liability | |||
Loss Contingencies [Line Items] | |||
Accrual for environmental loss contingencies | 5.6 | ||
Discontinued Operations | |||
Loss Contingencies [Line Items] | |||
Estimated litigation liability | 1.7 | ||
Distributor vs Teleflex Medical Trading Company, Ltd. | |||
Loss Contingencies [Line Items] | |||
Damages sought | 10.1 | ¥ 69.3 | |
Distributor vs Teleflex Medical Trading Company, Ltd. Repurchase of Inventory | |||
Loss Contingencies [Line Items] | |||
Damages sought | 9.1 | 63 | |
Teleflex Medical Trading Company, Ltd. vs Distributor - Outstanding Receivables | |||
Loss Contingencies [Line Items] | |||
Damages sought | 8.9 | ¥ 61.2 | |
Compensatory Damages | Judicial Ruling | Parish of Calcasieu | |||
Loss Contingencies [Line Items] | |||
Damages awarded | $ 0.1 | ||
Punitive Damages | Judicial Ruling | Parish of Calcasieu | |||
Loss Contingencies [Line Items] | |||
Damages awarded | $ 23 | ||
Unfavorable Regulatory Action | Judicial Ruling | Parish of Calcasieu | Maximum | |||
Loss Contingencies [Line Items] | |||
Estimate of possible loss | $ 10 |
Segment information (Details)
Segment information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | $ 487,881 | $ 424,893 |
Operating profit | 60,819 | 67,497 |
Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 90,581 | 90,072 |
Unallocated expenses | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | (29,762) | (22,575) |
Vascular North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 93,849 | 81,588 |
Vascular North America | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 24,816 | 19,656 |
Anesthesia North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 48,207 | 45,957 |
Anesthesia North America | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 13,527 | 12,177 |
Surgical North America | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 45,944 | 38,941 |
Surgical North America | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 16,380 | 13,256 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 130,733 | 122,095 |
EMEA | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 22,240 | 21,043 |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 48,953 | 49,156 |
Asia | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 10,798 | 13,008 |
OEM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 43,346 | 33,977 |
OEM | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 9,121 | 5,189 |
All other | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Revenue | 76,849 | 53,179 |
All other | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | $ (6,301) | $ 5,743 |
Condensed consolidating guara66
Condensed consolidating guarantor financial information - Additional Information (Detail) - Senior Notes | Apr. 02, 2017 |
5.25% Senior Notes due 2024 | |
Condensed Financial Statements Captions [Line Items] | |
Debt instrument, stated interest rate | 5.25% |
4.875% Senior Notes due 2026 | |
Condensed Financial Statements Captions [Line Items] | |
Debt instrument, stated interest rate | 4.875% |
Condensed consolidating guara67
Condensed consolidating guarantor financial information - Income and Comprehensive Income (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Condensed Income Statements, Captions [Line Items] | ||
Net revenues | $ 487,881 | $ 424,893 |
Cost of goods sold | 232,321 | 199,746 |
Gross profit | 255,560 | 225,147 |
Selling, general and administrative expenses | 163,969 | 136,348 |
Research and development expenses | 17,827 | 12,353 |
Restructuring charges | 12,945 | 9,968 |
Gain on sale of assets | 0 | (1,019) |
Income from continuing operations before interest, loss on extinguishment of debt and taxes | 60,819 | 67,497 |
Interest, net | 17,557 | 13,704 |
Loss on extinguishment of debt | 5,582 | 0 |
Income from continuing operations before taxes | 37,680 | 53,793 |
(Benefit) taxes on (loss) income from continuing operations | (2,669) | 2,613 |
Equity in net income of consolidated subsidiaries | 0 | 0 |
Income from continuing operations | 40,349 | 51,180 |
Operating income from discontinued operations | (282) | (382) |
Tax on income from discontinued operations | (103) | (70) |
Loss from discontinued operations | (179) | (312) |
Net income | 40,170 | 50,868 |
Less: Income from continuing operations attributable to noncontrolling interest | 0 | 179 |
Net income attributable to common shareholders | 40,170 | 50,689 |
Other comprehensive income (loss) attributable to common shareholders | 49,600 | 23,194 |
Comprehensive income attributable to common shareholders | 89,770 | 73,883 |
Reportable Legal Entities | Parent Company | ||
Condensed Income Statements, Captions [Line Items] | ||
Net revenues | 0 | 0 |
Cost of goods sold | 0 | 0 |
Gross profit | 0 | 0 |
Selling, general and administrative expenses | 20,519 | 9,329 |
Research and development expenses | 235 | 0 |
Restructuring charges | 0 | 0 |
Gain on sale of assets | 0 | |
Income from continuing operations before interest, loss on extinguishment of debt and taxes | (20,754) | (9,329) |
Interest, net | 47,674 | 33,044 |
Loss on extinguishment of debt | 5,582 | |
Income from continuing operations before taxes | (74,010) | (42,373) |
(Benefit) taxes on (loss) income from continuing operations | (29,907) | (15,848) |
Equity in net income of consolidated subsidiaries | 84,452 | 77,457 |
Income from continuing operations | 40,349 | 50,932 |
Operating income from discontinued operations | (282) | (382) |
Tax on income from discontinued operations | (103) | (139) |
Loss from discontinued operations | (179) | (243) |
Net income | 40,170 | 50,689 |
Less: Income from continuing operations attributable to noncontrolling interest | 0 | |
Net income attributable to common shareholders | 50,689 | |
Other comprehensive income (loss) attributable to common shareholders | 49,600 | 23,194 |
Comprehensive income attributable to common shareholders | 89,770 | 73,883 |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
Net revenues | 315,643 | 258,911 |
Cost of goods sold | 192,001 | 155,541 |
Gross profit | 123,642 | 103,370 |
Selling, general and administrative expenses | 94,043 | 81,477 |
Research and development expenses | 11,186 | 6,435 |
Restructuring charges | 5,374 | 4,758 |
Gain on sale of assets | 0 | |
Income from continuing operations before interest, loss on extinguishment of debt and taxes | 13,039 | 10,700 |
Interest, net | (30,963) | (20,318) |
Loss on extinguishment of debt | 0 | |
Income from continuing operations before taxes | 44,002 | 31,018 |
(Benefit) taxes on (loss) income from continuing operations | 14,485 | 11,677 |
Equity in net income of consolidated subsidiaries | 55,802 | 57,900 |
Income from continuing operations | 85,319 | 77,241 |
Operating income from discontinued operations | 0 | 0 |
Tax on income from discontinued operations | 0 | 0 |
Loss from discontinued operations | 0 | 0 |
Net income | 85,319 | 77,241 |
Less: Income from continuing operations attributable to noncontrolling interest | 0 | |
Net income attributable to common shareholders | 77,241 | |
Other comprehensive income (loss) attributable to common shareholders | 49,404 | 18,573 |
Comprehensive income attributable to common shareholders | 134,723 | 95,814 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Income Statements, Captions [Line Items] | ||
Net revenues | 276,315 | 261,348 |
Cost of goods sold | 143,896 | 132,963 |
Gross profit | 132,419 | 128,385 |
Selling, general and administrative expenses | 48,844 | 45,059 |
Research and development expenses | 6,406 | 5,918 |
Restructuring charges | 7,571 | 5,210 |
Gain on sale of assets | (1,019) | |
Income from continuing operations before interest, loss on extinguishment of debt and taxes | 69,598 | 73,217 |
Interest, net | 846 | 978 |
Loss on extinguishment of debt | 0 | |
Income from continuing operations before taxes | 68,752 | 72,239 |
(Benefit) taxes on (loss) income from continuing operations | 12,229 | 7,864 |
Equity in net income of consolidated subsidiaries | 216 | 168 |
Income from continuing operations | 56,739 | 64,543 |
Operating income from discontinued operations | 0 | 0 |
Tax on income from discontinued operations | 0 | 69 |
Loss from discontinued operations | 0 | (69) |
Net income | 56,739 | 64,474 |
Less: Income from continuing operations attributable to noncontrolling interest | 179 | |
Net income attributable to common shareholders | 64,295 | |
Other comprehensive income (loss) attributable to common shareholders | 53,901 | 22,412 |
Comprehensive income attributable to common shareholders | 110,640 | 86,707 |
Eliminations | ||
Condensed Income Statements, Captions [Line Items] | ||
Net revenues | (104,077) | (95,366) |
Cost of goods sold | (103,576) | (88,758) |
Gross profit | (501) | (6,608) |
Selling, general and administrative expenses | 563 | 483 |
Research and development expenses | 0 | 0 |
Restructuring charges | 0 | 0 |
Gain on sale of assets | 0 | |
Income from continuing operations before interest, loss on extinguishment of debt and taxes | (1,064) | (7,091) |
Interest, net | 0 | 0 |
Loss on extinguishment of debt | 0 | |
Income from continuing operations before taxes | (1,064) | (7,091) |
(Benefit) taxes on (loss) income from continuing operations | 524 | (1,080) |
Equity in net income of consolidated subsidiaries | (140,470) | (135,525) |
Income from continuing operations | (142,058) | (141,536) |
Operating income from discontinued operations | 0 | 0 |
Tax on income from discontinued operations | 0 | 0 |
Loss from discontinued operations | 0 | 0 |
Net income | (142,058) | (141,536) |
Less: Income from continuing operations attributable to noncontrolling interest | 0 | |
Net income attributable to common shareholders | (141,536) | |
Other comprehensive income (loss) attributable to common shareholders | (103,305) | (40,985) |
Comprehensive income attributable to common shareholders | $ (245,363) | $ (182,521) |
Condensed consolidating guara68
Condensed consolidating guarantor financial information - Balance Sheets (Details) - USD ($) $ in Thousands | Apr. 02, 2017 | Dec. 31, 2016 | Mar. 27, 2016 | Dec. 31, 2015 |
Current assets | ||||
Cash and cash equivalents | $ 689,129 | $ 543,789 | $ 392,558 | $ 338,366 |
Accounts receivable, net | 282,872 | 271,993 | ||
Accounts receivable from consolidated subsidiaries | 0 | 0 | ||
Inventories, net | 355,289 | 316,171 | ||
Prepaid expenses and other current assets | 47,238 | 40,382 | ||
Prepaid taxes | 20,599 | 8,179 | ||
Assets held for sale | 0 | 2,879 | ||
Total current assets | 1,395,127 | 1,183,393 | ||
Property, plant and equipment, net | 355,234 | 302,899 | ||
Goodwill | 1,815,498 | 1,276,720 | ||
Intangible assets, net | 1,620,454 | 1,091,663 | ||
Deferred tax assets | 1,963 | 1,712 | ||
Notes receivable and other amounts due from consolidated subsidiaries | 0 | 0 | ||
Other assets | 44,160 | 34,826 | ||
Total assets | 5,232,436 | 3,891,213 | ||
Current liabilities | ||||
Current borrowings | 131,095 | 183,071 | ||
Accounts payable | 82,018 | 69,400 | ||
Accounts payable to consolidated subsidiaries | 0 | 0 | ||
Accrued expenses | 82,390 | 65,149 | ||
Current portion of contingent consideration | 669 | 587 | ||
Payroll and benefit-related liabilities | 65,927 | 82,679 | ||
Accrued interest | 12,686 | 10,450 | ||
Income taxes payable | 8,043 | 7,908 | ||
Other current liabilities | 9,530 | 8,402 | ||
Total current liabilities | 392,358 | 427,646 | ||
Long-term borrowings | 1,957,797 | 850,252 | ||
Deferred tax liabilities | 460,654 | 271,377 | ||
Pension and postretirement benefit liabilities | 130,226 | 133,062 | ||
Noncurrent liability for uncertain tax positions | 17,939 | 17,520 | ||
Notes payable and other amounts due to consolidated subsidiaries | 0 | 0 | ||
Other liabilities | 54,558 | 52,015 | ||
Total liabilities | 3,013,532 | 1,751,872 | ||
Convertible notes - redeemable equity component | 0 | 1,824 | ||
Mezzanine equity | 0 | 1,824 | ||
Total shareholders' equity | 2,218,904 | 2,137,517 | ||
Total liabilities and shareholders' equity | 5,232,436 | 3,891,213 | ||
Reportable Legal Entities | Parent Company | ||||
Current assets | ||||
Cash and cash equivalents | 153,100 | 14,571 | 23,992 | 21,612 |
Accounts receivable, net | 2,215 | 2,551 | ||
Accounts receivable from consolidated subsidiaries | 8,025 | 4,861 | ||
Inventories, net | 0 | 0 | ||
Prepaid expenses and other current assets | 14,084 | 14,239 | ||
Prepaid taxes | 11,072 | 0 | ||
Assets held for sale | 0 | |||
Total current assets | 188,496 | 36,222 | ||
Property, plant and equipment, net | 2,517 | 2,566 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred tax assets | 72,621 | 73,051 | ||
Notes receivable and other amounts due from consolidated subsidiaries | 1,321,595 | 1,387,615 | ||
Other assets | 7,203,940 | 6,044,337 | ||
Total assets | 8,789,169 | 7,543,791 | ||
Current liabilities | ||||
Current borrowings | 81,095 | 133,071 | ||
Accounts payable | 4,335 | 4,540 | ||
Accounts payable to consolidated subsidiaries | 2,290,413 | 2,242,814 | ||
Accrued expenses | 19,473 | 16,827 | ||
Current portion of contingent consideration | 0 | 0 | ||
Payroll and benefit-related liabilities | 16,858 | 20,610 | ||
Accrued interest | 12,657 | 10,429 | ||
Income taxes payable | 0 | 1,246 | ||
Other current liabilities | 1,926 | 2,262 | ||
Total current liabilities | 2,426,757 | 2,431,799 | ||
Long-term borrowings | 1,957,797 | 850,252 | ||
Deferred tax liabilities | 0 | 0 | ||
Pension and postretirement benefit liabilities | 82,623 | 85,645 | ||
Noncurrent liability for uncertain tax positions | 1,432 | 1,169 | ||
Notes payable and other amounts due to consolidated subsidiaries | 2,076,792 | 2,011,737 | ||
Other liabilities | 24,864 | 23,848 | ||
Total liabilities | 6,570,265 | 5,404,450 | ||
Convertible notes - redeemable equity component | 1,824 | |||
Mezzanine equity | 1,824 | |||
Total shareholders' equity | 2,218,904 | 2,137,517 | ||
Total liabilities and shareholders' equity | 8,789,169 | 7,543,791 | ||
Reportable Legal Entities | Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 7,593 | 1,031 | 1,005 | 0 |
Accounts receivable, net | 34,464 | 8,768 | ||
Accounts receivable from consolidated subsidiaries | 2,238,256 | 2,176,059 | ||
Inventories, net | 222,619 | 200,852 | ||
Prepaid expenses and other current assets | 9,477 | 5,332 | ||
Prepaid taxes | 0 | 0 | ||
Assets held for sale | 0 | |||
Total current assets | 2,512,409 | 2,392,042 | ||
Property, plant and equipment, net | 207,818 | 163,847 | ||
Goodwill | 1,228,353 | 708,546 | ||
Intangible assets, net | 1,167,974 | 640,999 | ||
Deferred tax assets | 0 | 0 | ||
Notes receivable and other amounts due from consolidated subsidiaries | 2,151,605 | 2,085,538 | ||
Other assets | 1,578,527 | 1,525,285 | ||
Total assets | 8,846,686 | 7,516,257 | ||
Current liabilities | ||||
Current borrowings | 0 | 0 | ||
Accounts payable | 40,095 | 30,924 | ||
Accounts payable to consolidated subsidiaries | 255,530 | 214,203 | ||
Accrued expenses | 26,116 | 18,126 | ||
Current portion of contingent consideration | 669 | 587 | ||
Payroll and benefit-related liabilities | 15,707 | 26,672 | ||
Accrued interest | 0 | 0 | ||
Income taxes payable | 0 | 0 | ||
Other current liabilities | 4,153 | 3,643 | ||
Total current liabilities | 342,270 | 294,155 | ||
Long-term borrowings | 0 | 0 | ||
Deferred tax liabilities | 504,454 | 316,526 | ||
Pension and postretirement benefit liabilities | 31,223 | 31,561 | ||
Noncurrent liability for uncertain tax positions | 13,731 | 13,684 | ||
Notes payable and other amounts due to consolidated subsidiaries | 1,203,358 | 1,264,004 | ||
Other liabilities | 15,770 | 15,695 | ||
Total liabilities | 2,110,806 | 1,935,625 | ||
Convertible notes - redeemable equity component | 0 | |||
Mezzanine equity | 0 | |||
Total shareholders' equity | 6,735,880 | 5,580,632 | ||
Total liabilities and shareholders' equity | 8,846,686 | 7,516,257 | ||
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||||
Current assets | ||||
Cash and cash equivalents | 528,436 | 528,187 | $ 367,561 | $ 316,754 |
Accounts receivable, net | 241,897 | 255,815 | ||
Accounts receivable from consolidated subsidiaries | 338,230 | 309,149 | ||
Inventories, net | 158,358 | 140,406 | ||
Prepaid expenses and other current assets | 20,340 | 17,474 | ||
Prepaid taxes | 9,527 | 7,766 | ||
Assets held for sale | 2,879 | |||
Total current assets | 1,296,788 | 1,261,676 | ||
Property, plant and equipment, net | 144,899 | 136,486 | ||
Goodwill | 587,145 | 568,174 | ||
Intangible assets, net | 452,480 | 450,664 | ||
Deferred tax assets | 5,434 | 5,185 | ||
Notes receivable and other amounts due from consolidated subsidiaries | 0 | 0 | ||
Other assets | 30,859 | 29,962 | ||
Total assets | 2,517,605 | 2,452,147 | ||
Current liabilities | ||||
Current borrowings | 50,000 | 50,000 | ||
Accounts payable | 37,588 | 33,936 | ||
Accounts payable to consolidated subsidiaries | 38,568 | 33,052 | ||
Accrued expenses | 36,801 | 30,196 | ||
Current portion of contingent consideration | 0 | 0 | ||
Payroll and benefit-related liabilities | 33,362 | 35,397 | ||
Accrued interest | 29 | 21 | ||
Income taxes payable | 7,519 | 6,577 | ||
Other current liabilities | 3,451 | 2,497 | ||
Total current liabilities | 207,318 | 191,676 | ||
Long-term borrowings | 0 | 0 | ||
Deferred tax liabilities | 32,292 | 31,375 | ||
Pension and postretirement benefit liabilities | 16,380 | 15,856 | ||
Noncurrent liability for uncertain tax positions | 2,776 | 2,667 | ||
Notes payable and other amounts due to consolidated subsidiaries | 193,050 | 197,412 | ||
Other liabilities | 13,924 | 12,472 | ||
Total liabilities | 465,740 | 451,458 | ||
Convertible notes - redeemable equity component | 0 | |||
Mezzanine equity | 0 | |||
Total shareholders' equity | 2,051,865 | 2,000,689 | ||
Total liabilities and shareholders' equity | 2,517,605 | 2,452,147 | ||
Eliminations | ||||
Current assets | ||||
Cash and cash equivalents | 0 | 0 | ||
Accounts receivable, net | 4,296 | 4,859 | ||
Accounts receivable from consolidated subsidiaries | (2,584,511) | (2,490,069) | ||
Inventories, net | (25,688) | (25,087) | ||
Prepaid expenses and other current assets | 3,337 | 3,337 | ||
Prepaid taxes | 0 | 413 | ||
Assets held for sale | 0 | |||
Total current assets | (2,602,566) | (2,506,547) | ||
Property, plant and equipment, net | 0 | 0 | ||
Goodwill | 0 | 0 | ||
Intangible assets, net | 0 | 0 | ||
Deferred tax assets | (76,092) | (76,524) | ||
Notes receivable and other amounts due from consolidated subsidiaries | (3,473,200) | (3,473,153) | ||
Other assets | (8,769,166) | (7,564,758) | ||
Total assets | (14,921,024) | (13,620,982) | ||
Current liabilities | ||||
Current borrowings | 0 | 0 | ||
Accounts payable | 0 | 0 | ||
Accounts payable to consolidated subsidiaries | (2,584,511) | (2,490,069) | ||
Accrued expenses | 0 | 0 | ||
Current portion of contingent consideration | 0 | 0 | ||
Payroll and benefit-related liabilities | 0 | 0 | ||
Accrued interest | 0 | 0 | ||
Income taxes payable | 524 | 85 | ||
Other current liabilities | 0 | 0 | ||
Total current liabilities | (2,583,987) | (2,489,984) | ||
Long-term borrowings | 0 | 0 | ||
Deferred tax liabilities | (76,092) | (76,524) | ||
Pension and postretirement benefit liabilities | 0 | 0 | ||
Noncurrent liability for uncertain tax positions | 0 | 0 | ||
Notes payable and other amounts due to consolidated subsidiaries | (3,473,200) | (3,473,153) | ||
Other liabilities | 0 | 0 | ||
Total liabilities | (6,133,279) | (6,039,661) | ||
Convertible notes - redeemable equity component | 0 | |||
Mezzanine equity | 0 | |||
Total shareholders' equity | (8,787,745) | (7,581,321) | ||
Total liabilities and shareholders' equity | $ (14,921,024) | $ (13,620,982) |
Condensed consolidating guara69
Condensed consolidating guarantor financial information - Cash Flows (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Apr. 02, 2017 | Mar. 27, 2016 | |
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | $ 90,940 | $ 66,832 |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | (12,894) | (7,822) |
Proceeds from sale of assets | 6,332 | 1,251 |
Payments for businesses and intangibles acquired, net of cash acquired | (975,524) | 0 |
Net cash used in investing activities from continuing operations | (982,086) | (6,571) |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 1,194,500 | 0 |
Reduction in borrowings | (138,251) | (9) |
Debt extinguishment, issuance and amendment fees | (19,114) | 0 |
Net proceeds from share based compensation plans and the related tax impacts | (505) | 3,180 |
Payments for contingent consideration | (79) | (61) |
Dividends paid | (15,287) | (14,179) |
Intercompany transactions | 0 | 0 |
Intercompany dividends paid | 0 | |
Net cash provided by (used in) financing activities from continuing operations | 1,021,264 | (11,069) |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | (266) | (126) |
Net cash used in discontinued operations | (266) | (126) |
Effect of exchange rate changes on cash and cash equivalents | 15,488 | 5,126 |
Net increase in cash and cash equivalents | 145,340 | 54,192 |
Cash and cash equivalents at the beginning of the period | 543,789 | 338,366 |
Cash and cash equivalents at the end of the period | 689,129 | 392,558 |
Reportable Legal Entities | Parent Company | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | (86,020) | (18,852) |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | (155) | (5) |
Proceeds from sale of assets | 0 | 0 |
Payments for businesses and intangibles acquired, net of cash acquired | (975,524) | |
Net cash used in investing activities from continuing operations | (975,679) | (5) |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 1,194,500 | |
Reduction in borrowings | (138,251) | (9) |
Debt extinguishment, issuance and amendment fees | (19,114) | |
Net proceeds from share based compensation plans and the related tax impacts | (505) | 3,180 |
Payments for contingent consideration | 0 | 0 |
Dividends paid | (15,287) | (14,179) |
Intercompany transactions | 179,151 | 32,371 |
Intercompany dividends paid | 0 | |
Net cash provided by (used in) financing activities from continuing operations | 1,200,494 | 21,363 |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | (266) | (126) |
Net cash used in discontinued operations | (266) | (126) |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase in cash and cash equivalents | 138,529 | 2,380 |
Cash and cash equivalents at the beginning of the period | 14,571 | 21,612 |
Cash and cash equivalents at the end of the period | 153,100 | 23,992 |
Reportable Legal Entities | Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | 158,343 | 25,624 |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | (2,206) | (3,470) |
Proceeds from sale of assets | 0 | 0 |
Payments for businesses and intangibles acquired, net of cash acquired | 0 | |
Net cash used in investing activities from continuing operations | (2,206) | (3,470) |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 0 | |
Reduction in borrowings | 0 | 0 |
Debt extinguishment, issuance and amendment fees | 0 | |
Net proceeds from share based compensation plans and the related tax impacts | 0 | 0 |
Payments for contingent consideration | (79) | (61) |
Dividends paid | 0 | 0 |
Intercompany transactions | (149,496) | (21,088) |
Intercompany dividends paid | 0 | |
Net cash provided by (used in) financing activities from continuing operations | (149,575) | (21,149) |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | 0 | 0 |
Net cash used in discontinued operations | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 0 | 0 |
Net increase in cash and cash equivalents | 6,562 | 1,005 |
Cash and cash equivalents at the beginning of the period | 1,031 | 0 |
Cash and cash equivalents at the end of the period | 7,593 | 1,005 |
Reportable Legal Entities | Non-Guarantor Subsidiaries | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | 80,535 | 60,060 |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | (10,533) | (4,347) |
Proceeds from sale of assets | 6,332 | 1,251 |
Payments for businesses and intangibles acquired, net of cash acquired | 0 | |
Net cash used in investing activities from continuing operations | (4,201) | (3,096) |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 0 | |
Reduction in borrowings | 0 | 0 |
Debt extinguishment, issuance and amendment fees | 0 | |
Net proceeds from share based compensation plans and the related tax impacts | 0 | 0 |
Payments for contingent consideration | 0 | 0 |
Dividends paid | 0 | 0 |
Intercompany transactions | (29,655) | (11,283) |
Intercompany dividends paid | (61,918) | |
Net cash provided by (used in) financing activities from continuing operations | (91,573) | (11,283) |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | 0 | 0 |
Net cash used in discontinued operations | 0 | 0 |
Effect of exchange rate changes on cash and cash equivalents | 15,488 | 5,126 |
Net increase in cash and cash equivalents | 249 | 50,807 |
Cash and cash equivalents at the beginning of the period | 528,187 | 316,754 |
Cash and cash equivalents at the end of the period | 528,436 | $ 367,561 |
Eliminations | ||
Condensed Cash Flow Statements, Captions [Line Items] | ||
Net cash (used in) provided by operating activities from continuing operations | (61,918) | |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | 0 | |
Proceeds from sale of assets | 0 | |
Payments for businesses and intangibles acquired, net of cash acquired | 0 | |
Net cash used in investing activities from continuing operations | 0 | |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 0 | |
Reduction in borrowings | 0 | |
Debt extinguishment, issuance and amendment fees | 0 | |
Net proceeds from share based compensation plans and the related tax impacts | 0 | |
Payments for contingent consideration | 0 | |
Dividends paid | 0 | |
Intercompany transactions | 0 | |
Intercompany dividends paid | 61,918 | |
Net cash provided by (used in) financing activities from continuing operations | 61,918 | |
Cash flows from discontinued operations: | ||
Net cash used in operating activities | 0 | |
Net cash used in discontinued operations | 0 | |
Effect of exchange rate changes on cash and cash equivalents | 0 | |
Net increase in cash and cash equivalents | ||
Cash and cash equivalents at the beginning of the period | 0 | |
Cash and cash equivalents at the end of the period | $ 0 |