Fourth Quarter 2017 Revenues of $595.1 million, up 15.8% Versus
Prior Year Period; up 12.6% on Constant Currency Basis
Fourth Quarter 2017 GAAP Diluted EPS of ($0.92), down 171.3%
Versus Prior Year Period
Fourth Quarter 2017 Adjusted Diluted EPS of $2.44, up 14.6% Versus
Prior Year Period
Full Year 2017 Revenues of $2,146.3 million, up 14.9% Versus Prior
Year; up 14.1% on Constant Currency Basis
Full Year 2017 GAAP Diluted EPS of $3.33, down 33.1% Versus Prior
Year
Full Year 2017 Adjusted Diluted EPS of $8.40, up 14.4% Versus
Prior Year
2018 Guidance Range for GAAP Revenue Growth of 14% to 15%
2018 Guidance Range for Constant Currency Revenue Growth of 12% to
13%
2018 Guidance Range for GAAP Diluted EPS of $7.10 to $7.20
2018 Guidance Range for Adjusted Diluted EPS of $9.55 to $9.75
WAYNE, Pa.--(BUSINESS WIRE)--Feb. 22, 2018--
Teleflex Incorporated (NYSE: TFX) (the “Company”) today announced
financial results for the fourth quarter and full year ended December
31, 2017.
Fourth quarter 2017 net revenues were $595.1 million, an increase of
15.8% compared to the prior year period. Excluding the impact of foreign
currency exchange rate fluctuations, fourth quarter 2017 net revenues
increased 12.6% over the year ago period.
Fourth quarter 2017 GAAP diluted earnings per share from continuing
operations decreased 171.3% to ($0.92), as compared to $1.29 in the
prior year period. The decrease in GAAP diluted earnings per share from
continuing operations is due to $107.9 million of tax expense reflecting
the impact of the Tax Cuts and Jobs Act ("TCJA"), which was enacted on
December 22, 2017. Fourth quarter 2017 adjusted diluted earnings per
share from continuing operations increased 14.6% to $2.44, compared to
$2.13 in the prior year period.
Full year 2017 net revenues were $2,146.3 million, an increase of 14.9%
compared to the prior year period. Excluding the impact of foreign
currency exchange rate fluctuations, full year 2017 net revenues
increased 14.1% over the year ago period.
Full year 2017 GAAP diluted earnings per share from continuing
operations decreased 33.1% to $3.33, as compared to $4.98 in the prior
year period. The decrease in GAAP diluted earnings per share from
continuing operations is due to $107.9 million of tax expense reflecting
the impact of the TCJA, which was enacted on December 22, 2017. Full
year 2017 adjusted diluted earnings per share from continuing operations
increased 14.4% to $8.40, compared to $7.34 in the prior year period.
Liam Kelly, President and Chief Executive Officer, said, “Despite
modestly softer than expected sales in the fourth quarter, due in part
to Vascular Solutions distributor go-directs within EMEA, we reported
solid gross and operating margin performance in the period and delivered
full year adjusted earnings per share results at the high-end of our
guidance range. Following our acquisition of NeoTract, the business
continues to perform at a high level, with UroLift experiencing deeper
penetration of the BPH market. UroLift delivered $39 million in revenues
for the fourth quarter, which represented growth of 121% year-over-year,
and we remain excited about the long-term contributions the business
will make to our revenue growth and margin profile.”
Added Mr. Kelly, “As we look into 2018, our new product launches, our
acquisitions of Vascular Solutions and NeoTract, and gross and operating
margin expansion programs give us confidence we can deliver double digit
constant currency revenue growth and significant adjusted earnings per
share expansion.”
FOURTH QUARTER AND FULL YEAR NET REVENUE BY SEGMENT
Following the Company's acquisition of Vascular Solutions, the Company
commenced an integration program under which it is combining the
Vascular Solutions business with some of its legacy businesses.
Specifically, the Company is combining the Vascular Solutions North
American business with the Company's interventional access business,
which formerly was part of the Vascular North America operating segment,
and the Company's cardiac business, which formerly was a separate
operating segment included in the "all other" category for purposes of
segment reporting. These businesses are now in the Company's
Interventional North America operating segment. Additionally, the
Company is combining the Vascular Solutions businesses in Europe, Asia
and Latin America with the Company's legacy businesses in the respective
locations, and these Vascular Solutions businesses are now part of the
EMEA (Europe, Middle East and Africa), Asia and Latin America operating
segments, respectively. The changes in the Company’s operating segments,
which became effective in the fourth quarter 2017, also reflect the
manner in which the Company’s new chief operating decision maker
assesses business performance and allocation of resources.
As a result of the operating segment changes described above, the
Company has the following seven reportable segments: Vascular North
America, Interventional North America, Anesthesia North America,
Surgical North America, Europe, Middle East and Africa ("EMEA"), Asia
and Original Equipment and Development Services ("OEM"). In connection
with the presentation of segment information, we will continue to
present certain operating segments, which now include Interventional
Urology North America and Respiratory North America as well as Latin
America, in the “all other” category because they are not material. All
prior comparative periods presented in this release have been restated
to reflect these changes.
The following tables provide information regarding net revenues in each
of the Company's reportable operating segments and all of its other
operating segments for the three and twelve months ended December 31,
2017 and December 31, 2016 on both a GAAP and constant currency basis.
The discussion below the table of the principal factors behind changes
in net revenues for the three months ended December 31, 2017 as compared
to the prior year period applies to both GAAP revenue and constant
currency revenue, although GAAP revenue also was affected by foreign
currency exchange rate fluctuations, as indicated in the "Foreign
Currency" column of the table.
|
|
|
|
|
|
|
Three Months Ended |
|
% Increase/ (Decrease) |
|
|
December 31, 2017 |
|
December 31, 2016 |
|
Constant Currency
|
|
Foreign Currency
|
|
Total Change
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
Vascular North America
|
|
$
|
80.7
|
|
|
$
|
80.3
|
|
|
0.3
|
|
%
|
|
0.2
|
|
%
|
|
0.5
|
|
%
|
|
Interventional North America
|
|
|
61.7
|
|
|
|
22.2
|
|
|
177.2
|
|
%
|
|
0.4
|
|
%
|
|
177.6
|
|
%
|
|
Anesthesia North America
|
|
|
49.9
|
|
|
|
54.9
|
|
|
(9.4
|
)
|
%
|
|
0.2
|
|
%
|
|
(9.2
|
)
|
%
|
|
Surgical North America
|
|
|
43.7
|
|
|
|
48.3
|
|
|
(9.8
|
)
|
%
|
|
0.4
|
|
%
|
|
(9.4
|
)
|
%
|
|
EMEA
|
|
|
143.6
|
|
|
|
135.7
|
|
|
(2.0
|
)
|
%
|
|
7.8
|
|
%
|
|
5.8
|
|
%
|
|
Asia
|
|
|
78.8
|
|
|
|
73.0
|
|
|
4.5
|
|
%
|
|
3.5
|
|
%
|
|
8.0
|
|
%
|
|
OEM
|
|
|
46.0
|
|
|
|
45.3
|
|
|
(0.1
|
)
|
%
|
|
1.4
|
|
%
|
|
1.3
|
|
%
|
|
All Other
|
|
|
90.7
|
|
|
|
54.2
|
|
|
67.0
|
|
%
|
|
0.6
|
|
%
|
|
67.6
|
|
%
|
|
Total
|
|
$
|
595.1
|
|
|
$
|
513.9
|
|
|
12.6
|
|
%
|
|
3.2
|
|
%
|
|
15.8
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Twelve Months Ended |
|
% Increase/ (Decrease) |
|
|
December 31, 2017 |
|
December 31, 2016 |
|
Constant Currency
|
|
Foreign Currency
|
|
Total Change
|
|
|
|
(Dollars in millions)
|
|
|
|
|
|
|
|
Vascular North America
|
|
$
|
313.6
|
|
|
$
|
295.2
|
|
|
6.1
|
|
%
|
|
0.1
|
|
%
|
|
6.2
|
|
%
|
|
Interventional North America
|
|
|
220.6
|
|
|
|
82.4
|
|
|
167.5
|
|
%
|
|
0.1
|
|
%
|
|
167.6
|
|
%
|
|
Anesthesia North America
|
|
|
198.0
|
|
|
|
198.8
|
|
|
(0.5
|
)
|
%
|
|
0.1
|
|
%
|
|
(0.4
|
)
|
%
|
|
Surgical North America
|
|
|
175.2
|
|
|
|
172.2
|
|
|
1.6
|
|
%
|
|
0.1
|
|
%
|
|
1.7
|
|
%
|
|
EMEA
|
|
|
552.7
|
|
|
|
510.9
|
|
|
6.3
|
|
%
|
|
1.9
|
|
%
|
|
8.2
|
|
%
|
|
Asia
|
|
|
269.2
|
|
|
|
249.4
|
|
|
7.0
|
|
%
|
|
0.9
|
|
%
|
|
7.9
|
|
%
|
|
OEM
|
|
|
183.0
|
|
|
|
161.0
|
|
|
13.2
|
|
%
|
|
0.5
|
|
%
|
|
13.7
|
|
%
|
|
All Other
|
|
|
234.0
|
|
|
|
198.1
|
|
|
18.0
|
|
%
|
|
0.1
|
|
%
|
|
18.1
|
|
%
|
|
Total
|
|
$
|
2,146.3
|
|
|
$
|
1,868.0
|
|
|
14.1
|
|
%
|
|
0.8
|
|
%
|
|
14.9
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vascular North America fourth quarter 2017 net revenues were $80.7
million, an increase of 0.5% compared to the prior year period.
Excluding the impact of foreign currency exchange rate fluctuations,
fourth quarter 2017 net revenues increased 0.3% compared to the prior
year period. The increase in constant currency revenue is primarily
attributable to higher sales volumes of existing products, despite the
unfavorable impact of five fewer shipping days in the fourth quarter of
2017, and an increase in new product sales and price increases.
Interventional North America fourth quarter 2017 net revenues were $61.7
million, an increase of 177.6% compared to the prior year period.
Excluding the impact of foreign currency exchange rate fluctuations,
fourth quarter 2017 net revenues increased 177.2% compared to the prior
year period. The increase in constant currency revenue is primarily
attributable to net revenues generated by sales of Vascular Solutions'
products. We acquired Vascular Solutions in February 2017.
Anesthesia North America fourth quarter 2017 net revenues were $49.9
million, a decrease of 9.2% compared to the prior year period. Excluding
the impact of foreign currency exchange rate fluctuations, fourth
quarter 2017 net revenues decreased 9.4% compared to the prior year
period. The decrease in constant currency revenue is primarily
attributable to a decline in sales volumes of existing products, due in
part to five fewer shipping days in the fourth quarter of 2017,
partially offset by an increase in net revenues generated by an acquired
business and an increase in new product sales.
Surgical North America fourth quarter 2017 net revenues were $43.7
million, a decrease of 9.4% compared to the prior year period. Excluding
the impact of foreign currency exchange rate fluctuations, fourth
quarter 2017 net revenues decreased 9.8% compared to the prior year
period. The decrease in constant currency revenue is primarily
attributable to a decline in sales volumes of existing products, due in
part to five fewer shipping days in the fourth quarter of 2017,
partially offset by an increase in new product sales and price increases.
EMEA fourth quarter 2017 net revenues were $143.6 million, an increase
of 5.8% compared to the prior year period. Excluding the impact of
foreign currency exchange rate fluctuations, fourth quarter 2017 net
revenues decreased 2.0% compared to the prior year period. The decrease
in constant currency revenue is primarily attributable to a decline in
sales volumes of existing products, due in part to five fewer shipping
days in the fourth quarter of 2017, partially offset by net revenues
generated by acquired businesses and an increase in new product sales.
Asia fourth quarter 2017 net revenues were $78.8 million, an increase of
8.0% compared to the prior year period. Excluding the impact of foreign
currency exchange rate fluctuations, fourth quarter 2017 net revenues
increased 4.5%. The increase in constant currency revenue is primarily
attributable to net revenues generated by acquired businesses and price
increases.
OEM fourth quarter 2017 net revenues were $46.0 million, an increase of
1.3% compared to the prior year period. Excluding the impact of foreign
currency exchange rate fluctuations, fourth quarter 2017 net revenues
decreased 0.1% compared to the prior year period. The decrease in
constant currency revenue is primarily attributable to a decline in
sales volumes of existing products, due in part to five fewer shipping
days in the fourth quarter of 2017, partially offset by an increase in
new product sales.
All Other fourth quarter 2017 net revenues were $90.7 million, an
increase of 67.6% compared to the prior year period. Excluding the
impact of foreign currency exchange rate fluctuations, fourth quarter
2017 net revenues increased 67.0% compared to the prior year period. The
increase in constant currency revenue is primarily attributable to net
revenues generated by NeoTract.
OTHER FINANCIAL HIGHLIGHTS AND KEY PERFORMANCE METRICS
Depreciation expense, amortization of intangible assets and deferred
financing charges for 2017 totaled $160.3 million compared to $128.3
million for the prior year period.
Cash and cash equivalents at December 31, 2017 were $333.6 million
compared to $543.8 million at December 31, 2016.
Net accounts receivable at December 31, 2017 were $345.9 million
compared to $272.0 million at December 31, 2016.
Net inventories at December 31, 2017 were $395.7 million compared to
$316.2 million at December 31, 2016.
2018 OUTLOOK
On a GAAP basis, revenues in 2018 are expected to increase 14% to 15%
over the prior year, reflecting the anticipated 2.0% favorable impact of
foreign currency exchange rate fluctuations. On a constant currency
basis, the Company estimates that revenues for full year 2018 will
increase 12% to 13%.
The Company expects full year 2018 GAAP diluted earnings per share from
continuing operations to be between $7.10 and $7.20. The Company expects
adjusted diluted earnings per share from continuing operations to be
between $9.55 and $9.75 for full year 2018, representing an increase of
13.7% to 16.1% over 2017, reflecting our expectation of an approximately
3% positive impact from foreign currency exchange rate fluctuations.
Forecasted 2018 Constant Currency Revenue Growth Reconciliation
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Low |
|
|
|
|
High |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 GAAP revenue growth
|
|
|
|
14
|
|
%
|
|
|
|
|
15
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Estimated impact of foreign currency exchange rate fluctuations
|
|
|
|
(2
|
)
|
%
|
|
|
|
|
(2
|
)
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2018 constant currency revenue growth
|
|
|
|
12
|
|
%
|
|
|
|
|
13
|
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forecasted 2018 Adjusted Earnings Per Share Reconciliation
|
|
|
|
Low |
|
|
|
|
High |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share attributable to common shareholders
|
|
|
|
$7.10
|
|
|
|
|
|
|
$7.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, restructuring related and impairment items, net of tax
|
|
|
|
$0.17
|
|
|
|
|
|
|
$0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, integration and divestiture related items, net of tax
|
|
|
|
$0.27
|
|
|
|
|
|
|
$0.30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items, net of tax
|
|
|
|
$0.01
|
|
|
|
|
|
|
$0.02
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense, net of tax
|
|
|
|
$2.00
|
|
|
|
|
|
|
$2.03
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted diluted earnings per share
|
|
|
|
$9.55
|
|
|
|
|
|
|
$9.75
|
|
|
CONFERENCE CALL WEBCAST AND ADDITIONAL INFORMATION
As previously announced, Teleflex will comment on its financial results
on a conference call to be held today at 8:00 a.m. (ET). The call will
be available live and archived on the company’s website at www.teleflex.comand the accompanying presentation will be posted prior to the call.
An audio replay will be available until February 27, 2018 at 11:59pm
(ET), by calling 855-859-2056 (U.S./Canada) or 404-537-3406
(International), Passcode: 6373419.
ADDITIONAL NOTES
References in this release to the impact of foreign currency exchange
rate fluctuations on adjusted diluted earnings per share include both
the impact of translating foreign currencies into U.S. dollars and the
impact of foreign currency exchange rate fluctuations on foreign
currency denominated transactions.
In the discussion of segment results, "new products" refers to products
we have sold commercially within the past 36 months and "existing
products" refers to products we have sold commercially for more than 36
months.
Certain financial information is presented on a rounded basis, which may
cause minor differences.
Segment results and commentary exclude the impact of discontinued
operations.
NOTES ON NON-GAAP FINANCIAL MEASURES
We report our financial results in accordance with accounting principles
generally accepted in the United States, commonly referred to as “GAAP.”
In this press release, we provide supplemental information, consisting
of the following non-GAAP financial measures: adjusted diluted earnings
per share and constant currency revenue growth. These non-GAAP measures
are described in more detail below. Management uses these financial
measures to assess Teleflex’s financial performance, make operating
decisions, allocate financial resources, provide guidance on possible
future results, and assist in its evaluation of period-to-period and
peer comparisons. The non-GAAP measures may be useful to investors
because they provide insight into management’s assessment of our
business, and provide supplemental information pertinent to a comparison
of period-to-period results of our ongoing operations. The non-GAAP
financial measures are presented in addition to results presented in
accordance with GAAP and should not be relied upon as a substitute for
GAAP financial measures. Moreover, our non-GAAP financial measures may
not be comparable to similarly titled measures used by other companies.
Tables reconciling historical adjusted diluted earnings per share to
historical GAAP diluted earnings per share are set forth below. Tables
reconciling changes in historical constant currency net revenues to
historical GAAP net revenues are set forth above under “Fourth Quarter
and Full Year Net Revenue by Segment”. Tables reconciling forecasted
2018 constant currency revenue growth and forecasted 2018 adjusted
earnings per share to their respective most directly comparable
forecasted GAAP measures, forecasted 2018 revenue growth and forecasted
2018 diluted earnings per share available to common stockholders, are
set forth above under “2018 Outlook.”
Adjusted diluted earnings per share: This non-GAAP measure is
based upon diluted earnings per share available to common stockholders,
the most directly comparable GAAP measure, adjusted to exclude,
depending on the period presented, the impact (net of tax) of (i)
restructuring, restructuring related and impairment items; (ii)
acquisition, integration and divestiture related items; (iii) other
items identified in note (C) to the reconciliation tables set forth
below; (iv) amortization of debt discount on convertible notes; (v)
intangible amortization expense; (vi) loss on extinguishment of debt and
(vii) tax adjustments. Management does not believe that any of the
excluded items are indicative of our underlying core performance or
business trends.
In addition, the calculation of the weighted average number of diluted
shares within adjusted earnings per share gives effect to the
anti-dilutive impact of shares due to the Company under its previously
outstanding convertible note hedge agreements. The convertible note
hedge agreements reduced the potential economic dilution that otherwise
would have occurred upon conversion of the Company’s senior subordinated
convertible notes (under GAAP, the anti-dilutive impact of the
convertible note hedge agreements was not reflected in the weighted
average number of diluted shares). We believe that an adjustment to show
the anti-dilutive effect of the convertible note hedge agreements
provides supplemental information that can be useful to investors in
assessing the computation of diluted earnings per share.
Constant currency revenue growth: This non-GAAP measure is based
upon net revenues, adjusted to eliminate the impact of translating the
results of international subsidiaries at different currency exchange
rates from period to period. The impact of changes in foreign currency
may vary significantly from period to period, and generally are outside
of the control of our management. We believe that this measure
facilitates a comparison of our operating performance exclusive of
fluctuations that do not reflect our underlying performance or business
trends.
RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME ITEMS
Dollars in millions, except per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quarter Ended - December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
Selling, general and administrative expenses
|
|
Research and development expenses
|
|
Restructuring and impairment charges
|
|
(Gain) loss on sale of business and assets
|
|
Interest expense, net
|
|
Income taxes |
|
Net income (loss) attributable to common shareholders
from continuing operations
|
|
Diluted earnings per share available to
common shareholders
|
|
Shares used in calculation of GAAP and adjusted earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Basis
|
|
$264.4
|
|
|
$213.3
|
|
|
$25.5
|
|
|
$1.1
|
|
—
|
|
|
$23.5
|
|
|
$110.2
|
|
|
($42.8
|
)
|
|
($0.92
|
)
|
|
46,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, restructuring related and impairment items
(A)
|
|
3.9
|
|
|
0.3
|
|
|
0.3
|
|
|
1.1
|
|
|
—
|
|
|
—
|
|
|
1.8
|
|
|
3.7
|
|
|
$0.08
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, integration and divestiture related
items (B)
|
|
0.4
|
|
|
16.2
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2.8
|
)
|
|
19.5
|
|
|
$0.42
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items (C)
|
|
1.3
|
|
|
1.9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.6
|
|
|
2.7
|
|
|
$0.06
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount on convertible notes
(D)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense (E)
|
|
—
|
|
|
34.7
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.0
|
|
|
24.8
|
|
|
$0.53
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt (F)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax adjustments (G)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(106.0
|
)
|
|
106.0
|
|
|
$2.27
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares due to Teleflex under note hedge (H)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basis
|
|
$258.8
|
|
|
$160.2
|
|
|
$24.9
|
|
|
—
|
|
|
—
|
|
|
$23.5
|
|
|
$13.9
|
|
|
$113.7
|
|
|
$2.44
|
|
|
46,636
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Quarter Ended - December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
Selling, general and administrative expenses
|
|
Research and development expenses
|
|
Restructuring and impairment charges
|
|
(Gain) loss on sale of business and assets
|
|
Interest expense, net
|
|
Income taxes
|
|
Net income (loss) attributable to common shareholders from
continuing operations
|
|
Diluted earnings per share available to common shareholders
|
|
Shares used in calculation of GAAP and adjusted earnings
per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Basis
|
|
$240.9
|
|
|
$144.2
|
|
|
$15.7
|
|
|
$46.4
|
|
($0.2
|
)
|
|
$16.2
|
|
|
($10.1
|
)
|
|
$60.9
|
|
|
$1.29
|
|
|
47,112
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, restructuring related and impairment items
(A)
|
|
3.7
|
|
|
0.5
|
|
|
0.0
|
|
46.4
|
|
|
—
|
|
|
—
|
|
|
18.0
|
|
|
32.5
|
|
|
$0.69
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, integration and divestiture related
items (B)
|
|
—
|
|
|
(5.1
|
)
|
|
—
|
|
|
—
|
|
|
(0.2
|
)
|
|
3.4
|
|
|
1.9
|
|
|
(3.7
|
)
|
|
($0.08
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items (C)
|
|
—
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.1
|
|
|
0.1
|
|
|
$0.00
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount on convertible notes
(D)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1.1
|
|
|
0.4
|
|
|
0.7
|
|
|
$0.02
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense (E)
|
|
—
|
|
|
15.9
|
|
|
0.1
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.0
|
|
|
12.0
|
|
|
$0.26
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt (F)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.0
|
|
|
0.0
|
|
|
$0.00
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax adjustments (G)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4.9
|
|
|
(4.9
|
)
|
|
($0.10
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares due to Teleflex under note hedge (H)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.06
|
|
|
(1,343
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basis
|
|
$237.2
|
|
|
$132.7
|
|
|
$15.6
|
|
|
—
|
|
|
—
|
|
|
$11.7
|
|
|
$19.3
|
|
|
$97.5
|
|
|
$2.13
|
|
|
45,769
|
|
(A) Restructuring, restructuring related and impairment items -
Restructuring programs involve discrete initiatives designed to, among
other things, consolidate or relocate manufacturing, administrative and
other facilities, improve operating efficiencies and integrate acquired
businesses. Our restructuring charges consist of termination benefits,
contract termination costs, facility closure costs and other exit costs
associated with a specific restructuring program. Restructuring related
charges are directly related to our restructuring programs and consist
of facility consolidation costs, including accelerated depreciation
expense related to facility closures, costs to transfer manufacturing
operations between locations, and retention bonuses offered to certain
employees as an incentive for them to remain with our company after
completion of the restructuring program. For the three months ended
December 31, 2017 and December 31, 2016, pre-tax restructuring related
charges were $4.4 million and $4.2 million, respectively. There were no
impairment items during the three months ended December 31, 2017. In the
three months ended December 31, 2016, impairment items included (i) a
pre-tax, non-cash $41.0 million impairment charge and a $14.9 million
reduction in related deferred tax liabilities in connection with
discontinuation of an in-process research and development project; (ii)
$2.4 million in pre-tax, non-cash impairment charges related to two
properties, one of which was classified as an asset held for sale; and
(iii) a $0.7 million reduction in related deferred tax liabilities.
(B) Acquisition, integration and divestiture related items - Acquisition
and integration expenses are incremental charges, other than
restructuring or restructuring related expenses, that are directly
related to specific business or asset acquisition transactions. These
charges may include, among other things, professional, consulting and
other fees; systems integration costs; legal entity restructuring
expense; inventory step-up amortization (amortization, through cost of
goods sold, of the increase in fair value of inventory resulting from a
fair value calculation as of the acquisition date); fair value
adjustments to contingent consideration; and bridge loan facility and
backstop financing fees in connection with facilities that ultimately
were not utilized. For the three months ended December 31, 2017, the
majority of these charges were related to our acquisitions of Vascular
Solutions and NeoTract. For the three months ended December 31, 2016,
amounts attributable to these activities reflect reversals related to
contingent consideration liabilities, including $8.3 million related to
the discontinuation of an in-process research and development project,
somewhat offset by acquisition costs. Divestiture related activities
involve specific business or asset sales. Depending primarily on the
terms of the divestiture transaction, the carrying value of the divested
business or assets on our financial statements and other costs we incur
as a direct result of the divestiture transaction, we may recognize a
gain or loss in connection with the divestiture related activities.
(C) Other items - These are discrete items that occur sporadically and
can affect period-to-period comparisons. For the three months ended
December 31, 2017, these items included both gains and losses associated
with litigation settlements, the reversal of previously recognized
income due to distributor acquisitions related to Vascular Solutions,
the reversal of previously recognized income due to our distributor
conversion in China, and relabeling costs. For the three months ended
December 31, 2016, these items included relabeling costs.
(D) Amortization of debt discount on convertible notes - When we sold
$400 million principal amount of our 3.875% convertible notes (the
“convertible notes”) in 2010, we allocated the proceeds between the
liability and equity components of the debt, in accordance with GAAP. As
a result, the $83.7 million difference between the proceeds of the sale
of the convertible notes and the liability component of the debt
constituted a debt discount that was to be amortized to interest expense
over the approximately seven-year term of the convertible notes, which
significantly increased the amount we recorded as interest expense
attributable to the convertible notes. The amount of the amortization of
the debt discount was reduced as a result of our repurchases of
convertible notes in 2016 and 2017 and redemptions of the convertible
notes by holders of the notes, although we continued to amortize the
remaining portion of the debt discount to interest expense until August
2017, when all remaining convertible notes were either converted or
matured.
(E) Intangible amortization expense - Certain intangible assets,
including customer relationships, intellectual property, distribution
rights, trade names and non-competition agreements, initially are
recorded at historical cost and then amortized over their respective
estimated useful lives. The amount of such amortization can vary from
period to period as a result of, among other things, business or asset
acquisitions or dispositions.
(F) Loss on extinguishment of debt - In connection with debt
refinancings, debt repayments, repurchases of convertible notes and
redemptions of convertible notes, outstanding indebtedness is
extinguished. These events, which have occurred from time to time on an
irregular basis, have resulted in losses reflecting, among other things,
unamortized debt issuance costs, as well as debt prepayment fees and
premiums (including conversion premiums resulting from conversion of
convertible securities).
(G) Tax adjustments - These adjustments represent the impact of the
expiration of applicable statutes of limitations for prior year returns,
the resolution of audits, the filing of amended returns with respect to
prior tax years and/or tax law changes affecting our deferred tax
liability. In addition, for the three months ended December 31, 2017,
these items include tax expense associated with the TCJA, which was
enacted on December 22, 2017.
(H) Adjusted diluted shares are calculated by giving effect to the
anti-dilutive impact of the Company’s convertible note hedge agreements,
which reduced the potential economic dilution that otherwise would have
occurred upon conversion of the Company's convertible notes. Under GAAP,
the anti-dilutive impact of the convertible note hedge agreements is not
reflected in the weighted average number of diluted shares.
RECONCILIATION OF CONSOLIDATED STATEMENT OF INCOME ITEMS
Dollars in millions, except per share amounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year Ended - December 31, 2017 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
Selling, general and administrative expenses
|
|
Research and development expenses
|
|
Restructuring and impairment charges
|
|
(Gain) loss on sale of business and assets
|
|
Interest expense, net
|
|
Loss on extinguishment of debt, net
|
|
Income taxes |
|
Net income (loss) attributable to common shareholders from continuing operations
|
|
Diluted earnings per share available
to common shareholders
|
|
Shares used in calculation of
GAAP and adjusted earnings per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Basis
|
|
$974.5
|
|
|
$700.0
|
|
|
$84.8
|
|
|
$14.8
|
|
|
—
|
|
|
$81.8
|
|
|
$5.6
|
|
|
$129.6
|
|
|
$155.3
|
|
|
$3.33
|
|
|
46,664
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring, restructuring related and impairment items
(A)
|
|
12.7
|
|
|
0.8
|
|
|
1.0
|
|
|
14.8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9.1
|
|
|
20.3
|
|
|
$0.44
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, integration and divestiture related
items (B)
|
|
10.8
|
|
|
27.8
|
|
|
0.2
|
|
|
—
|
|
|
—
|
|
|
2.1
|
|
|
—
|
|
|
4.1
|
|
|
36.8
|
|
|
$0.79
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items (C)
|
|
1.3
|
|
|
(1.9
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1.1
|
)
|
|
0.6
|
|
|
$0.01
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount on convertible notes
(D)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.9
|
|
|
—
|
|
|
0.3
|
|
|
0.6
|
|
|
$0.01
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense (E)
|
|
—
|
|
|
98.3
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
27.7
|
|
|
71.1
|
|
|
$1.52
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt (F)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5.6
|
|
|
2.0
|
|
|
3.5
|
|
|
$0.08
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax Adjustments (G)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(101.4
|
)
|
|
101.4
|
|
|
$2.17
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares due to Teleflex under note hedge (H)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.05
|
|
|
(280
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basis
|
|
$949.6
|
|
|
$574.9
|
|
|
$83.1
|
|
|
—
|
|
|
—
|
|
|
$78.8
|
|
|
—
|
|
|
$70.3
|
|
|
$389.5
|
|
|
$8.40
|
|
|
46,384
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| Year Ended - December 31, 2016 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of goods sold
|
|
Selling, general and administrative expenses
|
|
Research and development expenses
|
|
Restructuring and impairment charges
|
|
(Gain) loss on sale of business and assets
|
|
Interest expense, net
|
|
Loss on extinguishment of debt, net
|
|
Income taxes
|
|
Net income (loss) attributable to common shareholders from continuing operations
|
|
Diluted earnings per share available
to common shareholders
|
|
Shares used in calculation of
GAAP and adjusted earnings per
share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP Basis
|
|
$871.8
|
|
|
$563.3
|
|
|
$58.6
|
|
|
$59.2
|
|
|
($4.4
|
)
|
|
$54.5
|
|
|
$19.3
|
|
$8.1
|
|
|
$237.2
|
|
|
$4.98
|
|
|
47,646
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring restructuring related and impairment items
(A)
|
|
14.6
|
|
|
0.7
|
|
|
0.0
|
|
59.2
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
25.5
|
|
|
49.1
|
|
|
$1.03
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition, integration and divestiture related
items (B)
|
|
—
|
|
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
|
(4.4
|
)
|
|
3.4
|
|
|
—
|
|
|
1.2
|
|
|
(5.2
|
)
|
|
($0.11
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other items (C)
|
|
—
|
|
|
0.5
|
|
|
0.0
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
0.2
|
|
|
0.4
|
|
|
$0.01
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of debt discount on convertible notes
(D)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7.2
|
|
|
—
|
|
|
2.6
|
|
|
4.5
|
|
|
$0.10
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible amortization expense (E)
|
|
—
|
|
|
63.1
|
|
|
0.4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16.1
|
|
|
47.4
|
|
|
$0.99
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt (F)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19.3
|
|
|
7.0
|
|
|
12.2
|
|
|
$0.26
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tax adjustments (G)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10.7
|
|
|
(10.7
|
)
|
|
($0.23
|
)
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares due to Teleflex under note hedge (H)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$0.31
|
|
|
(2,025
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjusted basis
|
|
$857.3
|
|
|
$502.0
|
|
|
$58.1
|
|
|
—
|
|
|
—
|
|
|
$43.9
|
|
|
—
|
|
|
$71.5
|
|
|
$334.8
|
|
|
$7.34
|
|
|
45,621
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(A) Restructuring, restructuring related and impairment items -
Restructuring programs involve discrete initiatives designed to, among
other things, consolidate or relocate manufacturing, administrative and
other facilities, improve operating efficiencies and integrate acquired
businesses. Our restructuring charges consist of termination benefits,
contract termination costs, facility closure costs and other exit costs
associated with a specific restructuring program. Restructuring related
charges are directly related to our restructuring programs and consist
of facility consolidation costs, including accelerated depreciation
expense related to facility closures, costs to transfer manufacturing
operations between locations, and retention bonuses offered to certain
employees as an incentive for them to remain with our company after
completion of the restructuring program. For the twelve months ended
December 31, 2017 and December 31, 2016, pre-tax restructuring related
charges were $14.6 million and $15.3 million. There were no impairment
items during the twelve months ended December 31, 2017. In the twelve
months ended December 31, 2016, impairment items included (i) a pre-tax,
non-cash $41.0 million impairment charge and a $14.9 million reduction
in related deferred tax liabilities in connection with discontinuation
of an in-process research and development project; (ii) $2.4 million in
pre-tax, non-cash impairment charges related to two properties, one of
which was classified as an asset held for sale and (iii) a $0.7 million
reduction in related deferred tax liabilities.
(B) Acquisition, integration and divestiture related items - Acquisition
and integration expenses are incremental charges, other than
restructuring or restructuring related expenses, that are directly
related to specific business or asset acquisition transactions. These
charges may include, among other things, professional, consulting and
other fees; systems integration costs; legal entity restructuring
expense; inventory step-up amortization (amortization, through cost of
goods sold, of the increase in fair value of inventory resulting from a
fair value calculation as of the acquisition date); fair value
adjustments to contingent consideration; and bridge loan facility and
backstop financing fees in connection with facilities that ultimately
were not utilized. For the twelve months ended December 31, 2017, the
majority of these charges were related to our acquisitions of Vascular
Solutions and NeoTract. For the twelve months ended December 31, 2016,
amounts attributable to these activities reflect reversals related to
contingent consideration liabilities, including $8.3 million related to
the discontinuation of an in-process research and development project,
and the gain on a sale of assets, somewhat offset by acquisition costs.
Divestiture related activities involve specific business or asset sales.
Depending primarily on the terms of the divestiture transaction, the
carrying value of the divested business or assets on our financial
statements and other costs we incur as a direct result of the
divestiture transaction, we may recognize a gain or loss in connection
with the divestiture related activities.
(C) Other items - These are discrete items that occur sporadically and
can affect period-to-period comparisons. For the twelve months ended
December 31, 2017, these items included both gains and losses associated
with litigation settlements, the reversal of previously recognized
income due to distributor acquisitions related to Vascular Solutions,
the reversal of previously recognized income due to our distributor
conversion in China, and relabeling costs. For the twelve months ended
December 31, 2016, these items included relabeling costs and costs
associated with a facility that was exited.
(D) Amortization of debt discount on convertible notes - When we sold
$400 million principal amount of our 3.875% convertible notes (the
“convertible notes”) in 2010, we allocated the proceeds between the
liability and equity components of the debt, in accordance with GAAP. As
a result, the $83.7 million difference between the proceeds of the sale
of the convertible notes and the liability component of the debt
constituted a debt discount that was to be amortized to interest expense
over the approximately seven-year term of the convertible notes, which
significantly increased the amount we recorded as interest expense
attributable to the convertible notes. The amount of the amortization of
the debt discount was reduced as a result of our repurchases of
convertible notes in 2016 and 2017 and redemptions of the convertible
notes by holders of the notes, although we continued to amortize the
remaining portion of the debt discount to interest expense until August
2017, when all remaining convertible notes were either converted or
matured.
(E) Intangible amortization expense - Certain intangible assets,
including customer relationships, intellectual property, distribution
rights, trade names and non-competition agreements, initially are
recorded at historical cost and then amortized over their respective
estimated useful lives. The amount of such amortization can vary from
period to period as a result of, among other things, business or asset
acquisitions or dispositions.
(F) Loss on extinguishment of debt - In connection with debt
refinancings, debt repayments, repurchases of convertible notes and
redemptions of convertible notes, outstanding indebtedness is
extinguished. These events, which have occurred from time to time on an
irregular basis, have resulted in losses reflecting, among other things,
unamortized debt issuance costs, as well as debt prepayment fees and
premiums (including conversion premiums resulting from conversion of
convertible securities).
(G) Tax adjustments - These adjustments represent the impact of the
expiration of applicable statutes of limitations for prior year returns,
the resolution of audits, the filing of amended returns with respect to
prior tax years and/or tax law changes affecting our deferred tax
liability. In addition, for the twelve months ended December 31, 2017,
these items include tax expense associated with the TCJA, which was
enacted on December 22, 2017.
(H) Adjusted diluted shares are calculated by giving effect to the
anti-dilutive impact of the Company’s convertible note hedge agreements,
which reduced the potential economic dilution that otherwise would have
occurred upon conversion of the Company's convertible notes. Under GAAP,
the anti-dilutive impact of the convertible note hedge agreements is not
reflected in the weighted average number of diluted shares.
ABOUT TELEFLEX INCORPORATED
Teleflex is a global provider of medical technologies designed to
improve the health and quality of people’s lives. We apply purpose
driven innovation - a relentless pursuit of identifying unmet clinical
needs - to benefit patients and healthcare providers. Our portfolio is
diverse, with solutions in the fields of vascular and interventional
access, surgical, anesthesia, cardiac care, urology, emergency medicine
and respiratory care. Teleflex employees worldwide are united in the
understanding that what we do every day makes a difference. For more
information, please visit teleflex.com.
Teleflex is the home of Arrow®, Deknatel®, Hudson
RCI®, LMA®, Pilling®, Rusch®
and Weck® - trusted brands united by a common sense of
purpose.
CAUTION CONCERNING FORWARD-LOOKING INFORMATION
This press release contains forward-looking statements, including, but
not limited to, the long-term contributions the NeoTract business is
expected to make to the Company's revenue growth and margin profile,
forecasted 2018 GAAP and constant currency revenue growth and GAAP and
adjusted diluted earnings per share. Actual results could differ
materially from those in the forward-looking statements due to, among
other things, changes in business relationships with and purchases by or
from major customers or suppliers; delays or cancellations in shipments;
demand for and market acceptance of new and existing products; our
inability to integrate acquired businesses into our operations, realize
planned synergies and operate such businesses profitably in accordance
with our expectations; the inability of acquired businesses to generate
revenues in accordance with our expectations; our inability to
effectively execute our restructuring programs; our inability to realize
anticipated savings from restructuring plans and programs; the impact of
healthcare reform legislation and proposals to amend the legislation;
changes in Medicare, Medicaid and third party coverage and
reimbursements; competitive market conditions and resulting effects on
revenues and pricing; increases in raw material costs that cannot be
recovered in product pricing; global economic factors, including
currency exchange rates, interest rates, sovereign debt issues and the
impact of the United Kingdom's vote to leave the European Union;
difficulties in entering new markets; general economic conditions; and
other factors described or incorporated in our filings with the
Securities and Exchange Commission, including our most recently filed
Annual Report on Form 10-K.
|
|
|
|
|
|
TELEFLEX INCORPORATED
|
| CONSOLIDATED STATEMENTS OF INCOME |
|
|
|
|
|
|
|
Three Months Ended December 31, |
|
Twelve Months Ended December 31, |
|
|
2017 |
|
2016 |
|
2017 |
|
2016 |
|
|
(Dollars and shares in thousands, except per share)
|
|
Net revenues
|
|
$
|
595,106
|
|
|
$
|
513,933
|
|
|
$
|
2,146,303
|
|
|
$
|
1,868,027
|
|
|
Cost of goods sold
|
|
264,375
|
|
|
240,881
|
|
|
974,501
|
|
|
871,827
|
|
|
Gross profit
|
|
330,731
|
|
|
273,052
|
|
|
1,171,802
|
|
|
996,200
|
|
|
Selling, general and administrative expenses
|
|
213,289
|
|
|
144,180
|
|
|
699,963
|
|
|
563,308
|
|
|
Research and development expenses
|
|
25,471
|
|
|
15,687
|
|
|
84,770
|
|
|
58,579
|
|
|
Restructuring and impairment charges
|
|
1,067
|
|
|
46,351
|
|
|
14,790
|
|
|
59,227
|
|
|
Gain on sale of assets
|
|
—
|
|
|
(194
|
)
|
|
—
|
|
|
(4,367
|
)
|
|
Income from continuing operations before interest, loss on
extinguishment of debt and taxes
|
|
90,904
|
|
|
67,028
|
|
|
372,279
|
|
|
319,453
|
|
|
Interest expense
|
|
23,662
|
|
|
16,362
|
|
|
82,546
|
|
|
54,941
|
|
|
Interest income
|
|
(155
|
)
|
|
(150
|
)
|
|
(771
|
)
|
|
(474
|
)
|
|
Loss on extinguishment of debt
|
|
—
|
|
|
—
|
|
|
5,593
|
|
|
19,261
|
|
|
Income from continuing operations before taxes
|
|
67,397
|
|
|
50,816
|
|
|
284,911
|
|
|
245,725
|
|
|
Taxes on income from continuing operations
|
|
110,244
|
|
|
(10,060
|
)
|
|
129,648
|
|
|
8,074
|
|
|
Income from continuing operations
|
|
(42,847
|
)
|
|
60,876
|
|
|
155,263
|
|
|
237,651
|
|
|
Operating loss from discontinued operations
|
|
63
|
|
|
(806
|
)
|
|
(4,534
|
)
|
|
(922
|
)
|
|
Tax benefit on loss from discontinued operations
|
|
(126
|
)
|
|
(993
|
)
|
|
(1,801
|
)
|
|
(1,112
|
)
|
|
(Loss) income on discontinued operations
|
|
189
|
|
|
187
|
|
|
(2,733
|
)
|
|
190
|
|
|
Net income
|
|
(42,658
|
)
|
|
61,063
|
|
|
152,530
|
|
|
237,841
|
|
|
Less: Income from continuing operations attributable to
noncontrolling interest
|
|
—
|
|
|
—
|
|
|
—
|
|
|
464
|
|
|
Net income attributable to common shareholders
|
|
$
|
(42,658
|
)
|
|
$
|
61,063
|
|
|
$
|
152,530
|
|
|
$
|
237,377
|
|
|
Earnings per share available to common shareholders:
|
|
|
|
|
|
|
|
|
|
Basic:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
(0.95
|
)
|
|
$
|
1.38
|
|
|
$
|
3.45
|
|
|
$
|
5.47
|
|
|
(Loss) income on discontinued operations
|
|
—
|
|
|
0.01
|
|
|
(0.06
|
)
|
|
0.01
|
|
|
Net income
|
|
$
|
(0.95
|
)
|
|
$
|
1.39
|
|
|
$
|
3.39
|
|
|
$
|
5.48
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations
|
|
$
|
(0.92
|
)
|
|
$
|
1.29
|
|
|
$
|
3.33
|
|
|
$
|
4.98
|
|
|
(Loss) income on discontinued operations
|
|
0.01
|
|
|
0.01
|
|
|
(0.06
|
)
|
|
—
|
|
|
Net income
|
|
$
|
(0.91
|
)
|
|
$
|
1.30
|
|
|
$
|
3.27
|
|
|
$
|
4.98
|
|
|
Dividends per share
|
|
$
|
0.34
|
|
|
$
|
0.34
|
|
|
$
|
1.36
|
|
|
$
|
1.36
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
Basic
|
|
45,093
|
|
|
44,058
|
|
|
45,004
|
|
|
43,325
|
|
|
Diluted
|
|
46,636
|
|
|
47,112
|
|
|
46,664
|
|
|
47,646
|
|
|
Amounts attributable to common shareholders:
|
|
|
|
|
|
|
|
|
|
Income from continuing operations, net of tax
|
|
$
|
(42,847
|
)
|
|
$
|
60,876
|
|
|
$
|
155,263
|
|
|
$
|
237,187
|
|
|
(Loss) income from discontinued operations, net of tax
|
|
189
|
|
|
187
|
|
|
(2,733
|
)
|
|
190
|
|
|
Net income
|
|
$
|
(42,658
|
)
|
|
$
|
61,063
|
|
|
$
|
152,530
|
|
|
$
|
237,377
|
|
|
|
|
| TELEFLEX INCORPORATED |
| CONSOLIDATED BALANCE SHEETS |
|
|
|
|
|
December 31, |
|
|
2017 |
|
2016 |
|
|
(Dollars and shares in thousands, except per share)
|
| ASSETS |
|
Current assets
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
333,558
|
|
|
$
|
543,789
|
|
|
Accounts receivable, net
|
|
345,875
|
|
|
271,993
|
|
|
Inventories, net
|
|
395,744
|
|
|
316,171
|
|
|
Prepaid expenses and other current assets
|
|
47,882
|
|
|
40,382
|
|
|
Prepaid taxes
|
|
5,748
|
|
|
8,179
|
|
|
Assets held for sale
|
|
—
|
|
|
2,879
|
|
|
Total current assets
|
|
1,128,807
|
|
|
1,183,393
|
|
|
Property, plant and equipment, net
|
|
382,999
|
|
|
302,899
|
|
|
Goodwill
|
|
2,235,592
|
|
|
1,276,720
|
|
|
Intangibles assets, net
|
|
2,383,748
|
|
|
1,091,663
|
|
|
Deferred tax assets
|
|
3,810
|
|
|
1,712
|
|
|
Other assets
|
|
46,536
|
|
|
34,826
|
|
|
Total assets
|
|
$
|
6,181,492
|
|
|
$
|
3,891,213
|
|
| LIABILITIES AND EQUITY |
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
Current borrowings
|
|
$
|
86,625
|
|
|
$
|
183,071
|
|
|
Accounts payable
|
|
92,027
|
|
|
69,400
|
|
|
Accrued expenses
|
|
96,853
|
|
|
65,149
|
|
|
Current portion of contingent consideration
|
|
74,224
|
|
|
587
|
|
|
Payroll and benefit-related liabilities
|
|
107,415
|
|
|
82,679
|
|
|
Accrued interest
|
|
6,165
|
|
|
10,450
|
|
|
Income taxes payable
|
|
11,514
|
|
|
7,908
|
|
|
Other current liabilities
|
|
9,053
|
|
|
8,402
|
|
|
Total current liabilities
|
|
483,876
|
|
|
427,646
|
|
|
Long-term borrowings
|
|
2,162,927
|
|
|
850,252
|
|
|
Deferred tax liabilities
|
|
603,676
|
|
|
271,377
|
|
|
Pension and postretirement benefit liabilities
|
|
121,410
|
|
|
133,062
|
|
|
Noncurrent liability for uncertain tax positions
|
|
12,296
|
|
|
17,520
|
|
|
Noncurrent contingent consideration
|
|
197,912
|
|
|
6,516
|
|
|
Other liabilities
|
|
168,864
|
|
|
45,499
|
|
|
Total liabilities
|
|
3,750,961
|
|
|
1,751,872
|
|
|
Commitments and contingencies
|
|
|
|
|
|
Convertible notes - redeemable equity component
|
|
—
|
|
|
1,824
|
|
|
Mezzanine equity
|
|
—
|
|
|
1,824
|
|
|
Shareholders’ equity
|
|
|
|
|
|
Common shares, $1 par value Issued: 2017 — 46,871 shares; 2016 —
45,814 shares
|
|
46,871
|
|
|
45,814
|
|
|
Additional paid-in capital
|
|
591,721
|
|
|
506,800
|
|
|
Retained earnings
|
|
2,285,886
|
|
|
2,194,593
|
|
|
Accumulated other comprehensive loss
|
|
(265,091
|
)
|
|
(438,717
|
)
|
|
|
2,659,387
|
|
|
2,308,490
|
|
|
Less: Treasury stock, at cost
|
|
228,856
|
|
|
170,973
|
|
|
Total shareholders' equity
|
|
2,430,531
|
|
|
2,137,517
|
|
|
Total liabilities and shareholders' equity
|
|
$
|
6,181,492
|
|
|
$
|
3,891,213
|
|
|
|
|
| TELEFLEX INCORPORATED |
| CONSOLIDATED STATEMENTS OF CASH FLOWS |
|
|
|
|
|
Year Ended December 31, |
|
|
2017 |
|
2016 |
|
|
(Dollars in thousands) |
|
Cash flows from operating activities of continuing operations:
|
|
|
|
|
|
Net income
|
|
$
|
152,530
|
|
|
$
|
237,841
|
|
|
Adjustments to reconcile net income to net cash provided by
operating activities:
|
|
|
|
|
|
Loss (income) from discontinued operations
|
|
2,733
|
|
|
(190
|
)
|
|
Depreciation expense
|
|
56,497
|
|
|
54,415
|
|
|
Amortization expense of intangible assets
|
|
98,766
|
|
|
63,491
|
|
|
Amortization expense of deferred financing costs and debt discount
|
|
5,075
|
|
|
10,440
|
|
|
Loss on extinguishment of debt
|
|
5,593
|
|
|
19,261
|
|
|
Fair value step up of acquired inventory sold
|
|
10,442
|
|
|
—
|
|
|
Changes in contingent consideration
|
|
3,575
|
|
|
(6,445
|
)
|
|
Impairment of long-lived assets
|
|
—
|
|
|
2,356
|
|
|
In-process research and development impairment charge
|
|
—
|
|
|
41,000
|
|
|
Stock-based compensation
|
|
19,407
|
|
|
16,871
|
|
|
Net gain on sales of businesses and assets
|
|
—
|
|
|
(4,367
|
)
|
|
Deferred income taxes, net
|
|
(41,822
|
)
|
|
(29,346
|
)
|
|
Other
|
|
(18,469
|
)
|
|
(13,311
|
)
|
|
Changes in operating assets and liabilities, net of effects of
acquisitions and disposals:
|
|
|
|
|
|
Accounts receivable
|
|
(11,039
|
)
|
|
(11,029
|
)
|
|
Inventories
|
|
(22,363
|
)
|
|
6,408
|
|
|
Prepaid expenses and other current assets
|
|
547
|
|
|
(3,613
|
)
|
|
Accounts payable and accrued expenses
|
|
39,001
|
|
|
15,422
|
|
|
Income taxes receivable and payable, net
|
|
125,828
|
|
|
11,386
|
|
|
Net cash provided by operating activities from continuing operations
|
|
426,301
|
|
|
410,590
|
|
|
Cash flows from investing activities of continuing operations:
|
|
|
|
|
|
Expenditures for property, plant and equipment
|
|
(70,903
|
)
|
|
(53,135
|
)
|
|
Payments for businesses and intangibles acquired, net of cash
acquired
|
|
(1,768,284
|
)
|
|
(14,040
|
)
|
|
Proceeds from sales of businesses and assets
|
|
6,332
|
|
|
10,201
|
|
|
Net cash used in investing activities from continuing operations
|
|
(1,832,855
|
)
|
|
(56,974
|
)
|
|
Cash flows from financing activities of continuing operations:
|
|
|
|
|
|
Proceeds from new borrowings
|
|
2,463,500
|
|
|
671,700
|
|
|
Reduction in borrowings
|
|
(1,239,576
|
)
|
|
(714,565
|
)
|
|
Debt extinguishment, issuance and amendment fees
|
|
(26,664
|
)
|
|
(8,958
|
)
|
|
Proceeds from share based compensation plans and the related tax
impacts
|
|
5,571
|
|
|
9,068
|
|
|
Payments to noncontrolling interest shareholders
|
|
—
|
|
|
(464
|
)
|
|
Payments for acquisition of noncontrolling interest
|
|
—
|
|
|
(9,231
|
)
|
|
Payments for contingent consideration
|
|
(335
|
)
|
|
(7,282
|
)
|
|
Dividends
|
|
(61,237
|
)
|
|
(58,960
|
)
|
|
Net cash provided by (used in) financing activities from continuing
operations
|
|
1,141,259
|
|
|
(118,692
|
)
|
|
Cash flows from discontinued operations:
|
|
|
|
|
|
Net cash used in operating activities
|
|
(6,416
|
)
|
|
(2,110
|
)
|
|
Net cash used in discontinued operations
|
|
(6,416
|
)
|
|
(2,110
|
)
|
|
Effect of exchange rate changes on cash and cash equivalents
|
|
61,480
|
|
|
(27,391
|
)
|
|
Net increase (decrease) in cash and cash equivalents
|
|
(210,231
|
)
|
|
205,423
|
|
|
Cash and cash equivalents at the beginning of the year
|
|
543,789
|
|
|
338,366
|
|
|
Cash and cash equivalents at the end of the year
|
|
$
|
333,558
|
|
|
$
|
543,789
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
Cash interest paid
|
|
$
|
74,256
|
|
|
$
|
44,203
|
|
|
Income taxes paid, net of refunds
|
|
$
|
49,144
|
|
|
$
|
23,955
|
|
|
Non cash investing and financing activities of continuing operations:
|
|
|
|
|
|
Purchases of businesses and related costs
|
|
$
|
261,733
|
|
|
$
|
—
|
|
|
Settlement and exchange of convertible notes with common or treasury
stock
|
|
$
|
53,207
|
|
|
$
|
35,286
|
|
|
Acquisition of treasury stock from settlement and exchange of
convertible note hedge and warrants
|
|
$
|
141,405
|
|
|
$
|
86,046
|
|

View source version on businesswire.com: http://www.businesswire.com/news/home/20180222005161/en/
Source: Teleflex Incorporated
Teleflex Incorporated
Jake Elguicze
Treasurer and Vice
President of Investor Relations
610-948-2836