Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 29, 2020 | Apr. 28, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 29, 2020 | |
Document Transition Report | false | |
Entity File Number | 1-5353 | |
Entity Registrant Name | TELEFLEX INCORPORATED | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 23-1147939 | |
Entity Address, Address Line One | 550 E. Swedesford Rd., Suite 400 | |
Entity Address, City or Town | Wayne | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19087 | |
City Area Code | 610 | |
Local Phone Number | 225-6800 | |
Title of 12(b) Security | Common Stock, par value $1.00 per share | |
Trading Symbol | TFX | |
Security Exchange Name | NYSE | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Smaller Reporting Company | false | |
Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 46,425,420 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000096943 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Net revenues | $ 630,642 | $ 613,584 |
Cost of goods sold | 297,018 | 289,614 |
Gross profit | 333,624 | 323,970 |
Selling, general and administrative expenses | 147,796 | 206,921 |
Research and development expenses | 27,396 | 27,150 |
Restructuring and impairment charges | 1,346 | 17,395 |
Gain on sale of assets | 0 | (2,739) |
Income from continuing operations before interest and taxes | 157,086 | 75,243 |
Interest expense | 15,439 | 22,692 |
Interest income | (579) | (339) |
Income from continuing operations before taxes | 142,226 | 52,890 |
Taxes on income from continuing operations | 11,074 | 10,972 |
Income from continuing operations | 131,152 | 41,918 |
Operating loss from discontinued operations | (4) | (1,343) |
Tax benefit on operating loss from discontinued operations | (2) | (322) |
Loss from discontinued operations | (2) | (1,021) |
Net income | $ 131,150 | $ 40,897 |
Basic: | ||
Income from continuing operations (in dollars per share) | $ 2.83 | $ 0.91 |
Income (loss) from discontinued operations (in dollars per share) | 0 | (0.02) |
Net income (in dollars per share) | 2.83 | 0.89 |
Diluted: | ||
Income from continuing operations (in dollars per share) | 2.78 | 0.89 |
Loss from discontinued operations (in dollars per share) | 0 | (0.02) |
Net income (in dollars per share) | $ 2.78 | $ 0.87 |
Weighted average common shares outstanding | ||
Basic (in shares) | 46,382 | 46,050 |
Diluted (in shares) | 47,231 | 46,942 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 131,150 | $ 40,897 |
Other comprehensive income (loss), net of tax: | ||
Foreign currency translation, net of tax of $(7,581) and $(2,056) | (18,199) | (236) |
Pension and other postretirement benefit plans adjustment, net of tax of $(522) and $(390) | 1,689 | 1,229 |
Derivatives qualifying as hedges, net of tax of $372 and $(1) | (3,817) | (597) |
Other comprehensive (loss) income, net of tax: | (20,327) | 396 |
Comprehensive income | $ 110,823 | $ 41,293 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Foreign currency translation, tax | $ (7,581) | $ (2,056) |
Pension and other postretirement benefits plans adjustment, tax | (522) | (390) |
Derivatives qualifying as hedges, tax | $ 372 | $ (1) |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 29, 2020 | Dec. 31, 2019 |
Current assets | ||
Cash and cash equivalents | $ 406,477 | $ 301,083 |
Accounts receivable, net | 441,714 | 418,673 |
Inventories | 488,856 | 476,557 |
Prepaid expenses and other current assets | 101,606 | 97,943 |
Prepaid taxes | 8,133 | 12,076 |
Total current assets | 1,446,786 | 1,306,332 |
Property, plant and equipment, net | 427,452 | 430,719 |
Operating lease assets | 107,290 | 113,160 |
Goodwill | 2,332,414 | 2,245,305 |
Intangible assets, net | 2,297,178 | 2,156,285 |
Deferred tax assets | 5,519 | 5,572 |
Other assets | 84,925 | 52,447 |
Total assets | 6,701,564 | 6,309,820 |
Current liabilities | ||
Current borrowings | 53,625 | 50,000 |
Accounts payable | 104,348 | 102,916 |
Accrued expenses | 99,804 | 100,466 |
Current portion of contingent consideration | 9,463 | 148,090 |
Payroll and benefit-related liabilities | 73,632 | 115,981 |
Accrued interest | 16,153 | 5,514 |
Income taxes payable | 6,989 | 6,692 |
Other current liabilities | 38,286 | 33,396 |
Total current liabilities | 402,300 | 563,055 |
Long-term borrowings | 2,340,892 | 1,858,943 |
Deferred tax liabilities | 489,677 | 439,558 |
Pension and postretirement benefit liabilities | 66,380 | 82,719 |
Noncurrent liability for uncertain tax positions | 12,139 | 10,294 |
Noncurrent contingent consideration | 23,274 | 71,818 |
Noncurrent operating lease liabilities | 96,333 | 101,372 |
Other liabilities | 197,545 | 202,741 |
Total liabilities | 3,628,540 | 3,330,500 |
Commitments and contingencies | ||
Total shareholders' equity | 3,073,024 | 2,979,320 |
Total liabilities and shareholders' equity | $ 6,701,564 | $ 6,309,820 |
CONDENSED CONSOLIDATED STATEM_4
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Cash flows from operating activities of continuing operations: | ||
Net income | $ 131,150 | $ 40,897 |
Adjustments to reconcile net income to net cash (used in) provided by operating activities: | ||
Loss from discontinued operations | 2 | 1,021 |
Depreciation expense | 16,842 | 15,645 |
Intangible asset amortization expense | 38,911 | 37,751 |
Deferred financing costs and debt discount amortization expense | 945 | 1,179 |
Gain on sale of assets | 0 | (2,739) |
Fair value step up of acquired inventory sold | 1,707 | 0 |
Changes in contingent consideration | (46,502) | 13,057 |
Impairment of long-lived assets | 0 | 3,030 |
Stock-based compensation | 3,522 | 5,781 |
Deferred income taxes, net | 679 | 2,603 |
Payments for contingent consideration | (79,771) | (25,935) |
Interest benefit on swaps designated as net investment hedges | (4,874) | (3,882) |
Other | (18,143) | 4,536 |
Changes in assets and liabilities, net of effects of acquisitions and disposals: | ||
Accounts receivable | (23,145) | (14,102) |
Inventories | (12,346) | (19,200) |
Prepaid expenses and other assets | 6,403 | (11,524) |
Accounts payable, accrued expenses and other liabilities | (31,488) | 8,856 |
Income taxes receivable and payable, net | 4,651 | 3,192 |
Net cash (used in) provided by operating activities from continuing operations | (11,457) | 60,166 |
Cash flows from investing activities of continuing operations: | ||
Expenditures for property, plant and equipment | (19,684) | (23,494) |
Proceeds from sale of assets | 400 | 991 |
Payments for businesses and intangibles acquired, net of cash acquired | (265,160) | (1,025) |
Net cash used in investing activities from continuing operations | (284,444) | (23,528) |
Cash flows from financing activities of continuing operations: | ||
Proceeds from new borrowings | 485,000 | 0 |
Net proceeds from share based compensation plans and the related tax impacts | (3,022) | 2,242 |
Payments for contingent consideration | (60,881) | (110,953) |
Dividends paid | (15,767) | (15,650) |
Net cash provided by (used in) financing activities from continuing operations | 405,330 | (124,361) |
Cash flows from discontinued operations: | ||
Net cash (used in) provided by operating activities | (193) | 3,610 |
Net cash (used in) provided by discontinued operations | (193) | 3,610 |
Effect of exchange rate changes on cash and cash equivalents | (3,842) | (1,836) |
Net increase (decrease) in cash and cash equivalents | 105,394 | (85,949) |
Cash and cash equivalents at the beginning of the period | 301,083 | 357,161 |
Cash and cash equivalents at the end of the period | $ 406,477 | $ 271,212 |
CONDENSED CONSOLIDATED STATEM_5
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid In Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Treasury Stock |
Beginning Balance (in shares) at Dec. 31, 2018 | 47,248 | 1,232 | ||||
Beginning Balance at Dec. 31, 2018 | $ 2,539,978 | $ 47,248 | $ 574,761 | $ 2,427,599 | $ (341,085) | $ (168,545) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 40,897 | 40,897 | ||||
Cash dividends | (15,650) | (15,650) | ||||
Other comprehensive income (loss) | 396 | 396 | ||||
Shares issued under compensation plans (in shares) | (75) | (40) | ||||
Shares issued under compensation plans | 5,198 | $ 75 | 3,094 | $ 2,029 | ||
Deferred compensation (in shares) | (4) | |||||
Deferred compensation | 380 | 127 | $ 253 | |||
Ending Balance (in shares) at Mar. 31, 2019 | 47,323 | 1,188 | ||||
Ending Balance at Mar. 31, 2019 | 2,569,878 | $ 47,323 | 577,982 | 2,451,525 | (340,689) | $ (166,263) |
Beginning Balance (in shares) at Dec. 31, 2019 | 47,536 | 1,182 | ||||
Beginning Balance at Dec. 31, 2019 | 2,979,320 | $ 47,536 | 616,980 | 2,824,916 | (344,392) | $ (165,720) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||||||
Net income | 131,150 | 131,150 | ||||
Cash dividends | (15,767) | (15,767) | ||||
Other comprehensive income (loss) | (20,327) | (20,327) | ||||
Shares issued under compensation plans (in shares) | (24) | (37) | ||||
Shares issued under compensation plans | (1,302) | $ 24 | (3,074) | $ 1,748 | ||
Deferred compensation (in shares) | (5) | |||||
Deferred compensation | 741 | 383 | $ 358 | |||
Ending Balance (in shares) at Mar. 29, 2020 | 47,560 | 1,140 | ||||
Ending Balance at Mar. 29, 2020 | $ 3,073,024 | $ 47,560 | $ 614,289 | $ 2,939,508 | $ (364,719) | $ (163,614) |
CONDENSED CONSOLIDATED STATEM_6
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY (Parenthetical) - $ / shares | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
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 |
Mar. 29, 2020 | |
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" and “Teleflex”) 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 the financial statements for interim periods in accordance with accounting principles generally accepted in the United States of America ("GAAP") and Rule 10-01 of Securities and Exchange Commission ("SEC") Regulation S-X, which sets forth the instructions for the form and content of presentation of 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 particularly as it relates to estimates reliant on forecasts and other assumptions impacted by the COVID-19 pandemic, which are described in more detail in the 'Risks and uncertainties' section below. 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 and as permitted by Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements do not include all of the information and footnote disclosures that are required to be included in our annual consolidated financial statements. Therefore, our quarterly condensed consolidated financial statements should be read in conjunction with our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2019. For the three months ended March 29, 2020 and March 31, 2019, we reclassified intangible asset amortization expense of $20.9 million and $20.8 million, respectively, from selling, general and administrative expenses to cost of goods sold. Risks and Uncertainties We are subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on our business is highly uncertain and difficult to predict due to the rapidly evolving environment and continued uncertainties created by the COVID-19 pandemic. Among other things, the response to the COVID-19 pandemic has had the effect of reducing the number of elective procedures being carried out by our customers, thereby reducing demand for products used in elective procedures, while creating an increase in demand for products used in the treatment of patients with COVID-19. The COVID-19 pandemic has significantly impacted economic activity and markets around the world. If the pandemic continues and conditions worsen, it could negatively impact our business, results of operations, financial condition and liquidity in numerous ways, including, but not limited to, lower revenues in our product categories dependent on elective procedures; further disruption in the manufacture of our products including increased manufacturing and distribution costs; extended delays in or defaults on payments of outstanding receivables; and increased volatility and pricing in capital markets. Further, the COVID-19 pandemic may cause disruption to our suppliers or their suppliers and/or the distribution of our products, whether through our direct sales force or our distributors. The severity of the impact of the COVID-19 pandemic on our business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on our employees, contractors, suppliers, customers and other business partners, all of which are uncertain and cannot be predicted. As of the date of issuance of these condensed consolidated financial statements, the extent to which the COVID-19 pandemic may materially impact our financial condition, liquidity, or results of operations is uncertain. |
Recently issued accounting stan
Recently issued accounting standards | 3 Months Ended |
Mar. 29, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently issued accounting standards | Recently issued accounting standardsIn June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance that changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under current guidance, an entity reflects credit losses on financial assets measured on an amortized cost basis only when it is probable that losses have been incurred, generally considering only past events and current conditions in determining the incurred loss. The new guidance requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based not only on historical experience and current conditions, but also on reasonable forecasts. The main objective of the new guidance is to provide financial statement users with more useful information in making decisions about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. We adopted the new standard on January 1, 2020 using a modified retrospective transition approach by recognizing a cumulative-effect adjustment of $0.8 million to reduce our opening balance of retained earnings as of the adoption date. Prior period amounts have not been adjusted and continue to reflect our historical accounting. In December 2019, the FASB issued new guidance that simplifies various aspects of accounting for income taxes including those related to the step-up in the tax basis of goodwill, intraperiod tax allocations and the interim period effects of changes in tax laws or rates. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The majority of the modifications under the new guidance will be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings on January 1, 2021. We are currently evaluating the impact the guidance will have on our consolidated financial statements and related disclosures. In March 2020, the SEC adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The SEC amended its financial disclosure requirements for companies that conduct registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. The SEC narrowed the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlined the alternative disclosures required in lieu of those statements. The SEC replaced the requirement for separate financial statements of affiliates whose securities are pledged as collateral for registered securities with requirements similar to those adopted for subsidiary issuers and guarantors. The new disclosures may be located, in all cases, outside of the financial statements. The rule is effective January 4, 2021, but earlier compliance is permitted. We adopted the new rule during the first quarter of 2020. The disclosures are now located within the Liquidity and Capital Resources section of Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have 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 consolidated results of operations, cash flows or financial position. |
Net revenues
Net revenues | 3 Months Ended |
Mar. 29, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Net revenues | Net revenuesWe primarily generate revenue from the sale of medical devices including single use disposable devices and, to a lesser extent, reusable devices, instruments and capital equipment. Revenue is recognized when obligations under the terms of a contract with our customer are satisfied; this occurs upon the transfer of control of the products. Generally, transfer of control to the customer occurs at the point in time when our products are shipped from the manufacturing or distribution facility. For our Original Equipment and Development Services ("OEM") segment, most revenue is recognized over time because the OEM segment generates revenue from the sale of custom products that have no alternative use and we have an enforceable right to payment to the extent that performance has been completed. We market and sell products through our direct sales force and distributors to customers within the following end markets: (1) hospitals and healthcare providers; (2) other medical device manufacturers; and (3) home care providers such as pharmacies, which comprised 86%, 12% and 2% of consolidated net revenues, respectively, for the three months ended March 29, 2020. Revenue is measured as the amount of consideration we expect to receive in exchange for transferring goods. With respect to the custom products sold in the OEM segment, revenue is measured using the units produced output method. Payment is generally due 30 days from the date of invoice. The following table disaggregates revenue by global product category for the three months ended March 29, 2020 and March 31, 2019. Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) Vascular access $ 150,256 $ 143,897 Anesthesia 75,702 80,252 Interventional 99,931 103,184 Surgical 75,432 86,719 Interventional urology 74,194 59,731 OEM 63,389 54,238 Other (1) 91,738 85,563 Net revenues (2) $ 630,642 $ 613,584 (1) Revenues in the "Other" category in the table above include revenues generated from sales of our respiratory and urology products (other than interventional urology products). (2) The product categories listed above are presented on a global basis, while each of our reportable segments other than the OEM reportable segment are defined based on the geographic location of its operations; the OEM reportable segment operates globally. Each of the geographically based reportable segments include net revenues from each of the non-OEM product categories listed above. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 29, 2020 | |
Business Combinations [Abstract] | |
Acquisitions | AcquisitionsOn February 18, 2020, we acquired IWG High Performance Conductors, Inc., a privately-held original equipment manufacturer of minimally invasive medical products and high performance conductors, for $260.0 million. The acquisition, which complements our OEM product portfolio, was financed using borrowings under our revolving credit facility. Based on the preliminary purchase price allocation, the assets acquired principally consist of customer relationships of $139.0 million, intellectual property of $40.0 million and goodwill of $107.1 million. The intangible assets are being amortized over a useful life of 20 years. Goodwill arising from the acquisition represents costs synergies, revenue growth attributable to anticipated increased market penetration from acquired products and future customers and is not tax deductible. |
Restructuring and impairment ch
Restructuring and impairment charges | 3 Months Ended |
Mar. 29, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and impairment charges | Restructuring and impairment charges We have ongoing restructuring programs primarily related to the relocation of manufacturing operations to existing lower-cost locations and related workforce reductions (referred to as 2019, 2018 and 2014 Footprint realignment plans). The following tables provide a summary of our cost estimates and other information associated with these ongoing Footprint realignment plans: 2019 Footprint realignment plan 2018 Footprint realignment plan 2014 Footprint realignment plan Program expense estimates: (Dollars in millions) Termination benefits $19 to $23 $60 to $70 $12 to $13 Other costs (1) 1 to 2 2 to 4 1 to 2 Restructuring charges 20 to 25 62 to 74 13 to 15 Restructuring related charges (2) 36 to 45 40 to 59 34 to 37 Total restructuring and restructuring related charges $56 to $70 $102 to $133 $47 to $52 Other program estimates: Expected cash outlays $53 to $66 $99 to $127 $38 to $43 Expected capital expenditures $29 to $35 $19 to $23 $25 to $30 Other program information: Period initiated February 2019 May 2018 April 2014 Estimated period of substantial completion 2022 2024 2021 Aggregate restructuring charges $14.6 $54.5 $13.0 Restructuring reserve: As of March 29, 2020 $12.3 $43.9 $3.6 Restructuring related charges incurred: For three months ended March 29, 2020 $2.5 $1.2 $0.9 Aggregate restructuring related charges $9.1 $8.4 $33.1 (1) Includes facility closure, employee relocation, equipment relocation and outplacement costs. (2) Restructuring related charges represent costs that are directly related to the programs and principally constitute costs to transfer manufacturing operations to the existing lower-cost locations, project management costs and accelerated depreciation. The 2018 Footprint realignment plan also includes a charge associated with our exit from the facilities that is expected to be imposed by the taxing authority in the affected jurisdiction. Excluding this tax charge, substantially all of these charges are expected to be recognized within cost of goods sold. Three Months Ended March 29, 2020 Termination benefits Other costs (1) Total (Dollars in thousands) 2019 Footprint realignment plan $ 829 $ 9 $ 838 2018 Footprint realignment plan 314 81 395 Other restructuring programs (2) (107) 220 113 Restructuring charges $ 1,036 $ 310 $ 1,346 Three Months Ended March 31, 2019 Termination benefits Other costs (1) Total (Dollars in thousands) 2019 Footprint realignment plan $ 12,975 $ — $ 12,975 2018 Footprint realignment plan 437 574 1,011 Other restructuring programs (3) 126 253 379 Restructuring charges $ 13,538 $ 827 $ 14,365 Asset impairment charges — 3,030 3,030 Restructuring and impairment charges $ 13,538 $ 3,857 $ 17,395 (1) Other costs include facility closure, contract termination and other exit costs. (2) Includes program initiated during third quarter of 2019 as well as the 2016 and 2014 Footprint realignment plan. (3) Includes the Vascular Solutions integration program (initiated in 2017) as well as the 2016 and 2014 Footprint realignment plans. |
Inventories
Inventories | 3 Months Ended |
Mar. 29, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories as of March 29, 2020 and December 31, 2019 consisted of the following: March 29, 2020 December 31, 2019 (Dollars in thousands) Raw materials $ 125,115 $ 114,302 Work-in-process 70,012 71,479 Finished goods 293,729 290,776 Inventories $ 488,856 $ 476,557 |
Goodwill and other intangible a
Goodwill and other intangible assets, net | 3 Months Ended |
Mar. 29, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and other intangible assets, net | Note 7 — 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 March 29, 2020: Americas EMEA Asia OEM Total (Dollars in thousands) December 31, 2019 $ 1,550,925 $ 475,772 $ 213,725 $ 4,883 $ 2,245,305 Goodwill related to acquisitions — — — 107,129 107,129 Currency translation adjustment (5,095) (8,224) (6,701) — (20,020) March 29, 2020 $ 1,545,830 $ 467,548 $ 207,024 $ 112,012 $ 2,332,414 The gross carrying amount of, and accumulated amortization relating to, intangible assets as of March 29, 2020 and December 31, 2019 were as follows: Gross Carrying Amount Accumulated Amortization March 29, 2020 December 31, 2019 March 29, 2020 December 31, 2019 (Dollars in thousands) Customer relationships $ 1,161,837 $ 1,021,852 $ (378,423) $ (367,585) In-process research and development 27,881 27,940 — — Intellectual property 1,391,133 1,351,990 (422,454) (402,340) Distribution rights 23,352 23,369 (19,115) (18,859) Trade names 561,622 563,315 (54,324) (50,718) Non-compete agreements 22,497 22,618 (16,828) (15,297) $ 3,188,322 $ 3,011,084 $ (891,144) $ (854,799) |
Borrowings
Borrowings | 3 Months Ended |
Mar. 29, 2020 | |
Debt Disclosure [Abstract] | |
Borrowings | Borrowings Our borrowings at March 29, 2020 and December 31, 2019 were as follows: March 29, 2020 December 31, 2019 (Dollars in thousands) Senior Credit Facility: Revolving credit facility, at a rate of 2.13% at March 29, 2020, due 2024 $ 785,000 $ 300,000 Term loan facility, at a rate of 2.33% at March 29, 2020, due 2024 673,000 673,000 4.875% Senior Notes due 2026 400,000 400,000 4.625% Senior Notes due 2027 500,000 500,000 Securitization program, at a rate of 1.74% at March 29, 2020 50,000 50,000 2,408,000 1,923,000 Less: Unamortized debt issuance costs (13,483) (14,057) 2,394,517 1,908,943 Current borrowings (53,625) (50,000) Long-term borrowings $ 2,340,892 $ 1,858,943 On March 30, 2020, we amended our accounts receivable securitization facility to increase the maximum available capacity from $50 million to $75 million. |
Financial instruments
Financial instruments | 3 Months Ended |
Mar. 29, 2020 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Financial instruments | Financial instruments Foreign currency forward contracts We use derivative instruments for risk management purposes. Foreign currency forward contracts designated as cash flow hedges are used to manage foreign currency transaction exposure. Foreign currency forward contracts not designated as hedges for accounting purposes are used to manage exposure related to near term foreign currency denominated monetary assets and liabilities. We enter into the non-designated foreign currency forward contracts for periods consistent with our currency translation exposures, which generally approximate one month. For the three months ended March 29, 2020 we recognized gains related to non-designated foreign currency forward contracts of $1.6 million, and for the three months ended March 31, 2019 we recognized losses related to non-designated foreign currency forward contracts of $3.0 million. The total notional amount for all open foreign currency forward contracts designated as cash flow hedges as of March 29, 2020 and December 31, 2019 was $130.7 million and $63.4 million, respectively. The total notional amount for all open non-designated foreign currency forward contracts as of March 29, 2020 and December 31, 2019 was $148.6 million and $132.8 million, respectively. All open foreign currency forward contracts as of March 29, 2020 have durations of 12 months or less. Cross-currency interest rate swaps During 2019, we entered into cross-currency swap agreements with five different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, we have notionally exchanged $250 million at an annual interest rate of 4.8750% for €219.2 million at an annual interest rate of 2.4595%. The swap agreements are designed as net investment hedges and expire on March 4, 2024. During 2018, we entered into cross-currency swap agreements with six different financial institution counterparties to hedge against the effect of variability in the U.S. dollar to euro exchange rate. Under the terms of the cross-currency swap agreements, we have notionally exchanged $500 million at an annual interest rate of 4.625% for €433.9 million at an annual interest rate of 1.942%. The swap agreements are designed as net investment hedges and expire on October 4, 2023. The swap agreements described above require an exchange of the notional amounts upon expiration or earlier termination of the agreements. We and the counterparties have agreed to effect the exchange through a net settlement. The cross-currency swaps are marked to market at each reporting date and any changes in fair value are recognized as a component of accumulated other comprehensive income (loss) ("AOCI"). For the three months ended March 29, 2020 and March 31, 2019, we recognized foreign exchange gains of $25.0 million and $6.6 million, respectively, within AOCI related to the cross-currency swaps. For the three months ended March 29, 2020 and March 31, 2019, we recognized $4.9 million and $3.9 million, respectively, in interest benefit related to the cross-currency swaps. Balance sheet presentation The following table presents the locations in the condensed consolidated balance sheet and fair value of derivative financial instruments as of March 29, 2020 and December 31, 2019: March 29, 2020 December 31, 2019 Fair Value (Dollars in thousands) Asset derivatives: Designated foreign currency forward contracts $ 2,144 $ 1,659 Non-designated foreign currency forward contracts 1,682 192 Cross-currency interest rate swaps 26,764 21,575 Prepaid expenses and other current assets 30,590 23,426 Cross-currency interest rate swaps 45,347 13,066 Other assets 45,347 13,066 Total asset derivatives $ 75,937 $ 36,492 Liability derivatives: Designated foreign currency forward contracts $ 6,030 $ 1,285 Non-designated foreign currency forward contracts 1,380 102 Other current liabilities 7,410 1,387 Total liability derivatives $ 7,410 $ 1,387 See Note 11 for information on the location and amount of gains and losses attributable to derivatives that were reclassified from AOCI to expense (income), net of tax. There was no ineffectiveness related to our cash flow hedges during the three months ended March 29, 2020 and March 31, 2019. Trade receivables In the ordinary course of business, we grant non-interest bearing trade credit to our customers on normal credit terms. In an effort to reduce our credit risk, we (i) establish credit limits for all of our customer relationships, (ii) perform ongoing credit evaluations of our customers’ financial condition, (iii) monitor the payment history and aging of our customers’ receivables, and (iv) monitor open orders against an individual customer’s outstanding receivable balance. Our allowance for credit losses is maintained for trade accounts receivable based on the expected collectability of accounts receivable, after considering our historical collection experience, the length of time an account is outstanding, the financial position of the customer, information provided by credit rating services in addition to new requirements under the accounting guidance, effective January 1, 2020, that includes the consideration of events or circumstances indicating historic collection rates may not be indicative of future collectability, for example, potential customer liquidity concerns resulting from COVID-19, that may impact the collectability of our receivables as well as our estimate of credit losses expected to be incurred over the life of our receivables. To date, we have not experienced significant payment defaults by, or identified other significant collectability concerns with, our |
Fair value measurement
Fair value measurement | 3 Months Ended |
Mar. 29, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair value measurement | Fair value measurement The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of March 29, 2020 and December 31, 2019: Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 9,020 $ 9,020 $ — $ — Derivative assets 75,937 — 75,937 — Derivative liabilities 7,410 — 7,410 — Contingent consideration liabilities 32,737 — — 32,737 Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 10,926 $ 10,926 $ — $ — Derivative assets 36,492 — 36,492 — Derivative liabilities 1,387 — 1,387 — Contingent consideration liabilities 219,908 — — 219,908 Valuation Techniques Our 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 our benefit plans and other arrangements. The investment assets of the trust are valued using quoted market prices. Our financial assets and liabilities valued based upon Level 2 inputs are comprised of foreign currency forward contracts and cross-currency interest rate swap agreements. We use foreign currency forwards and cross-currency interest rate swaps to manage foreign currency transaction exposure, as well as exposure to foreign currency denominated monetary assets and liabilities. We measure the fair value of the foreign currency forwards and cross-currency swaps 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. Our financial liabilities valued based upon Level 3 inputs (inputs that are not observable in the market) are comprised of contingent consideration arrangements pertaining to our acquisitions, which are discussed immediately below. Contingent consideration Contingent consideration liabilities, which primarily consist of payment obligations that are contingent upon the achievement of revenue-based goals, but also can be based on other milestones such as regulatory approvals, are remeasured to fair value each reporting period using assumptions including estimated revenues (based on internal operational budgets and long-range strategic plans), discount rates, probability of payment and projected payment dates. We determine the fair value of the contingent consideration liabilities related to the NeoTract and Essential Medical acquisitions, which represent most of our contingent consideration liabilities as of March 29, 2020 and December 31, 2019, using a Monte Carlo simulation (which involves a simulation of future revenues during the earn-out period using management's best estimates). Increases in projected revenues, estimated cash flows and probabilities of payment may result in significantly higher fair value measurements; decreases in these items may have the opposite effect. Increases in the discount rates in periods prior to payment may result in significantly lower fair value measurements and decreases in the discount rates may have the opposite effect. The table below provides additional information regarding the valuation technique and inputs used in determining the fair value of contingent consideration. Contingent Consideration Liability Valuation Technique Unobservable Input Range (Weighted average) Milestone-based payments Discounted cash flow Discount rate 6.2% - 6.3% (6.3%) Projected year of payment 2021 - 2023 Revenue-based payments Monte Carlo simulation Revenue volatility 19.1% - 23.4% (20.4%) Risk free rate Cost of debt structure Projected year of payment 2020 - 2022 Discounted cash flow Discount rate 10.0% Projected year of payment 2020 - 2029 The following table provides information regarding changes in the contingent consideration liabilities during the three months ended March 29, 2020: Contingent consideration (Dollars in thousands) Balance - December 31, 2019 $ 219,908 Payments (1) (140,652) Revaluations (2) (46,502) Translation adjustment (17) Balance - March 29, 2020 $ 32,737 (1) Consists mainly of a $140.6 million payment associated with our acquisition of NeoTract, Inc. resulting from the achievement of a revenue-based goal for the period from January 1, 2019 to December 31, 2019. (2) The decrease, which is included within selling, general and administrative expenses, is mainly due to adverse financial projections resulting from the COVID-19 pandemic. |
Shareholders' equity
Shareholders' equity | 3 Months Ended |
Mar. 29, 2020 | |
Equity [Abstract] | |
Shareholders' equity | 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 number of common shares outstanding: Three Months Ended March 29, 2020 March 31, 2019 (Shares in thousands) Basic 46,382 46,050 Dilutive effect of share-based awards 849 892 Diluted 47,231 46,942 The weighted average number of shares that were antidilutive and therefore excluded from the calculation of earnings per share were 0.1 million for the three months ended March 29, 2020 and March 31, 2019. The following tables provide information relating to the changes in accumulated other comprehensive loss, net of tax, for the three months ended March 29, 2020 and March 31, 2019: 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, 2019 $ 735 $ (138,810) $ (206,317) $ (344,392) Other comprehensive (loss) income before reclassifications (3,760) 263 (18,199) (21,696) Amounts reclassified from accumulated other comprehensive income (57) 1,426 — 1,369 Net current-period other comprehensive (loss) income (3,817) 1,689 (18,199) (20,327) Balance as of March 29, 2020 $ (3,082) $ (137,121) $ (224,516) $ (364,719) 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, 2018 $ 807 $ (131,380) $ (210,512) $ (341,085) Other comprehensive (loss) income before reclassifications (434) (122) (236) (792) Amounts reclassified from accumulated other comprehensive loss (163) 1,351 — 1,188 Net current-period other comprehensive (loss) income (597) 1,229 (236) 396 Balance as of March 31, 2019 $ 210 $ (130,151) $ (210,748) $ (340,689) 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 March 29, 2020 and March 31, 2019: Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) (Gains) losses on foreign exchange contracts: Cost of goods sold $ (66) $ (186) Total before tax (66) (186) Taxes 9 23 Net of tax $ (57) $ (163) Amortization of pension and other postretirement benefit items (1) : Actuarial losses $ 1,852 $ 1,740 Prior-service costs 8 22 Total before tax 1,860 1,762 Tax benefit (434) (411) Net of tax $ 1,426 $ 1,351 Total reclassifications, net of tax $ 1,369 $ 1,188 (1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans. |
Taxes on income from continuing
Taxes on income from continuing operations | 3 Months Ended |
Mar. 29, 2020 | |
Income Tax Disclosure [Abstract] | |
Taxes on income from continuing operations | Taxes on income from continuing operations Three Months Ended March 29, 2020 March 31, 2019 Effective income tax rate 7.8% 20.7% The effective income tax rate for the three months ended March 29, 2020 and March 31, 2019 was 7.8% and 20.7%, respectively. The effective income tax rate for the three months ended March 29, 2020, as compared to the prior year period, reflects a non-taxable contingent consideration adjustment recognized in connection with a decrease in the fair value of our contingent consideration liabilities. The effective income tax rate for the three months ended March 31, 2019 reflects significant non-deductible termination benefits incurred in connection with the 2019 Footprint realignment plan. In addition, the effective tax rates for both the three months ended March 29, 2020 and March 31, 2019 reflect a net excess tax benefit related to share-based compensation. In April 2020, we became aware of a new interpretation of a non-U.S. tax law that could apply to certain of our previous and current intercompany transactions. We are evaluating this new information and the effect, if any, on our tax positions. The amount of any potential impact on our financial statements is not yet estimable at this time but could be material to our results of operations. We do not expect any additional liability to result in a material impact to our liquidity or overall financial position. |
Commitments and contingent liab
Commitments and contingent liabilities | 3 Months Ended |
Mar. 29, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and contingent liabilities | Commitments and contingent liabilities Environmental: We are subject to contingencies as a result of environmental laws and regulations that in the future may require us to take further action to correct the effects on the environment of prior disposal practices or releases of chemical or petroleum substances by us 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 us to undertake certain investigative and remedial activities at sites where we conduct 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 March 29, 2020, we have recorded $0.7 million and $6.0 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 March 29, 2020. The time frame over which the accrued amounts may be paid out, based on past history, is estimated to be 10-15 years. Litigation: We are a party to various lawsuits and claims arising in the normal course of business. These lawsuits and claims include actions involving product liability, product warranty, commercial disputes, intellectual property, contract, employment, environmental and other matters. As of March 29, 2020, we have recorded accrued liabilities of $0.3 million in connection with such contingencies, representing our best estimate of the cost within the range of estimated possible losses that will be incurred to resolve these matters. Based on information currently available, advice of counsel, established reserves and other resources, we do not believe that the outcome of any outstanding litigation and claims is likely to be, individually or in the aggregate, material to our 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 our 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: We are routinely subject to tax examinations by various tax authorities. As of March 29, 2020, the most significant tax examination in process is in Germany. We may establish reserves with |
Segment information
Segment information | 3 Months Ended |
Mar. 29, 2020 | |
Segment Reporting [Abstract] | |
Segment information | Segment information The following tables present our segment results for the three months ended March 29, 2020 and March 31, 2019: Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) Americas $ 358,002 $ 344,024 EMEA 156,124 154,545 Asia 53,129 60,777 OEM 63,387 54,238 Net revenues $ 630,642 $ 613,584 Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) Americas $ 140,969 $ 65,599 EMEA 20,419 27,023 Asia 10,232 9,979 OEM 15,099 13,321 Total segment operating profit (1) 186,719 115,922 Unallocated expenses (2) (29,633) (40,679) Income from continuing operations before interest and taxes $ 157,086 $ 75,243 (1) Segment operating profit includes segment net revenues from external customers reduced by the segment's 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 other than fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets. |
Recently issued accounting st_2
Recently issued accounting standards (Policies) | 3 Months Ended |
Mar. 29, 2020 | |
New Accounting Pronouncements and Changes in Accounting Principles [Abstract] | |
Recently issued accounting standards | Recently issued accounting standardsIn June 2016, the Financial Accounting Standards Board ("FASB") issued new guidance that changes the methodology to be used to measure credit losses for certain financial instruments and financial assets, including trade receivables. Under current guidance, an entity reflects credit losses on financial assets measured on an amortized cost basis only when it is probable that losses have been incurred, generally considering only past events and current conditions in determining the incurred loss. The new guidance requires the recognition of an allowance that reflects the current estimate of credit losses expected to be incurred over the life of the financial asset, based not only on historical experience and current conditions, but also on reasonable forecasts. The main objective of the new guidance is to provide financial statement users with more useful information in making decisions about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. We adopted the new standard on January 1, 2020 using a modified retrospective transition approach by recognizing a cumulative-effect adjustment of $0.8 million to reduce our opening balance of retained earnings as of the adoption date. Prior period amounts have not been adjusted and continue to reflect our historical accounting. In December 2019, the FASB issued new guidance that simplifies various aspects of accounting for income taxes including those related to the step-up in the tax basis of goodwill, intraperiod tax allocations and the interim period effects of changes in tax laws or rates. The new guidance is effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. Early adoption is permitted. The majority of the modifications under the new guidance will be applied on a modified retrospective basis through a cumulative-effect adjustment to retained earnings on January 1, 2021. We are currently evaluating the impact the guidance will have on our consolidated financial statements and related disclosures. In March 2020, the SEC adopted final rules that amend the financial disclosure requirements for subsidiary issuers and guarantors of registered debt securities in Rule 3-10 of Regulation S-X. The SEC amended its financial disclosure requirements for companies that conduct registered debt offerings involving subsidiaries as either issuers or guarantors and affiliates whose securities are pledged as collateral. The SEC narrowed the circumstances that require separate financial statements of subsidiary issuers and guarantors and streamlined the alternative disclosures required in lieu of those statements. The SEC replaced the requirement for separate financial statements of affiliates whose securities are pledged as collateral for registered securities with requirements similar to those adopted for subsidiary issuers and guarantors. The new disclosures may be located, in all cases, outside of the financial statements. The rule is effective January 4, 2021, but earlier compliance is permitted. We adopted the new rule during the first quarter of 2020. The disclosures are now located within the Liquidity and Capital Resources section of Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations. From time to time, new accounting guidance is issued by the FASB or other standard setting bodies that is adopted by us as of the effective date or, in some cases where early adoption is permitted, in advance of the effective date. We have 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 consolidated results of operations, cash flows or financial position. |
Net revenues (Tables)
Net revenues (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Major Customers by Reporting Segments | The following table disaggregates revenue by global product category for the three months ended March 29, 2020 and March 31, 2019. Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) Vascular access $ 150,256 $ 143,897 Anesthesia 75,702 80,252 Interventional 99,931 103,184 Surgical 75,432 86,719 Interventional urology 74,194 59,731 OEM 63,389 54,238 Other (1) 91,738 85,563 Net revenues (2) $ 630,642 $ 613,584 (1) Revenues in the "Other" category in the table above include revenues generated from sales of our respiratory and urology products (other than interventional urology products). (2) The product categories listed above are presented on a global basis, while each of our reportable segments other than the OEM reportable segment are defined based on the geographic location of its operations; the OEM reportable segment operates globally. Each of the geographically based reportable segments include net revenues from each of the non-OEM product categories listed above. |
Restructuring and impairment _2
Restructuring and impairment charges (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Restructuring and Related Activities [Abstract] | |
Summary Of Current Cost Estimates By Major Type Of Cost Table | The following tables provide a summary of our cost estimates and other information associated with these ongoing Footprint realignment plans: 2019 Footprint realignment plan 2018 Footprint realignment plan 2014 Footprint realignment plan Program expense estimates: (Dollars in millions) Termination benefits $19 to $23 $60 to $70 $12 to $13 Other costs (1) 1 to 2 2 to 4 1 to 2 Restructuring charges 20 to 25 62 to 74 13 to 15 Restructuring related charges (2) 36 to 45 40 to 59 34 to 37 Total restructuring and restructuring related charges $56 to $70 $102 to $133 $47 to $52 Other program estimates: Expected cash outlays $53 to $66 $99 to $127 $38 to $43 Expected capital expenditures $29 to $35 $19 to $23 $25 to $30 Other program information: Period initiated February 2019 May 2018 April 2014 Estimated period of substantial completion 2022 2024 2021 Aggregate restructuring charges $14.6 $54.5 $13.0 Restructuring reserve: As of March 29, 2020 $12.3 $43.9 $3.6 Restructuring related charges incurred: For three months ended March 29, 2020 $2.5 $1.2 $0.9 Aggregate restructuring related charges $9.1 $8.4 $33.1 (1) Includes facility closure, employee relocation, equipment relocation and outplacement costs. |
Restructuring and Other Impairment Charges | Three Months Ended March 29, 2020 Termination benefits Other costs (1) Total (Dollars in thousands) 2019 Footprint realignment plan $ 829 $ 9 $ 838 2018 Footprint realignment plan 314 81 395 Other restructuring programs (2) (107) 220 113 Restructuring charges $ 1,036 $ 310 $ 1,346 Three Months Ended March 31, 2019 Termination benefits Other costs (1) Total (Dollars in thousands) 2019 Footprint realignment plan $ 12,975 $ — $ 12,975 2018 Footprint realignment plan 437 574 1,011 Other restructuring programs (3) 126 253 379 Restructuring charges $ 13,538 $ 827 $ 14,365 Asset impairment charges — 3,030 3,030 Restructuring and impairment charges $ 13,538 $ 3,857 $ 17,395 (1) Other costs include facility closure, contract termination and other exit costs. (2) Includes program initiated during third quarter of 2019 as well as the 2016 and 2014 Footprint realignment plan. (3) Includes the Vascular Solutions integration program (initiated in 2017) as well as the 2016 and 2014 Footprint realignment plans. |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventories as of March 29, 2020 and December 31, 2019 consisted of the following: March 29, 2020 December 31, 2019 (Dollars in thousands) Raw materials $ 125,115 $ 114,302 Work-in-process 70,012 71,479 Finished goods 293,729 290,776 Inventories $ 488,856 $ 476,557 |
Goodwill and other intangible_2
Goodwill and other intangible assets, net (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
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 March 29, 2020: Americas EMEA Asia OEM Total (Dollars in thousands) December 31, 2019 $ 1,550,925 $ 475,772 $ 213,725 $ 4,883 $ 2,245,305 Goodwill related to acquisitions — — — 107,129 107,129 Currency translation adjustment (5,095) (8,224) (6,701) — (20,020) March 29, 2020 $ 1,545,830 $ 467,548 $ 207,024 $ 112,012 $ 2,332,414 |
Schedule of Finite-Lived Intangible Assets | The gross carrying amount of, and accumulated amortization relating to, intangible assets as of March 29, 2020 and December 31, 2019 were as follows: Gross Carrying Amount Accumulated Amortization March 29, 2020 December 31, 2019 March 29, 2020 December 31, 2019 (Dollars in thousands) Customer relationships $ 1,161,837 $ 1,021,852 $ (378,423) $ (367,585) In-process research and development 27,881 27,940 — — Intellectual property 1,391,133 1,351,990 (422,454) (402,340) Distribution rights 23,352 23,369 (19,115) (18,859) Trade names 561,622 563,315 (54,324) (50,718) Non-compete agreements 22,497 22,618 (16,828) (15,297) $ 3,188,322 $ 3,011,084 $ (891,144) $ (854,799) |
Borrowings (Tables)
Borrowings (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Debt Disclosure [Abstract] | |
Components of Long-Term Debt | Our borrowings at March 29, 2020 and December 31, 2019 were as follows: March 29, 2020 December 31, 2019 (Dollars in thousands) Senior Credit Facility: Revolving credit facility, at a rate of 2.13% at March 29, 2020, due 2024 $ 785,000 $ 300,000 Term loan facility, at a rate of 2.33% at March 29, 2020, due 2024 673,000 673,000 4.875% Senior Notes due 2026 400,000 400,000 4.625% Senior Notes due 2027 500,000 500,000 Securitization program, at a rate of 1.74% at March 29, 2020 50,000 50,000 2,408,000 1,923,000 Less: Unamortized debt issuance costs (13,483) (14,057) 2,394,517 1,908,943 Current borrowings (53,625) (50,000) Long-term borrowings $ 2,340,892 $ 1,858,943 |
Financial instruments (Tables)
Financial instruments (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
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 March 29, 2020 and December 31, 2019: March 29, 2020 December 31, 2019 Fair Value (Dollars in thousands) Asset derivatives: Designated foreign currency forward contracts $ 2,144 $ 1,659 Non-designated foreign currency forward contracts 1,682 192 Cross-currency interest rate swaps 26,764 21,575 Prepaid expenses and other current assets 30,590 23,426 Cross-currency interest rate swaps 45,347 13,066 Other assets 45,347 13,066 Total asset derivatives $ 75,937 $ 36,492 Liability derivatives: Designated foreign currency forward contracts $ 6,030 $ 1,285 Non-designated foreign currency forward contracts 1,380 102 Other current liabilities 7,410 1,387 Total liability derivatives $ 7,410 $ 1,387 |
Fair value measurement (Tables)
Fair value measurement (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Fair Value Disclosures [Abstract] | |
Financial Assets and Liabilities Carried at Fair Value Measured on Recurring Basis | The following tables provide information regarding our financial assets and liabilities measured at fair value on a recurring basis as of March 29, 2020 and December 31, 2019: Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 9,020 $ 9,020 $ — $ — Derivative assets 75,937 — 75,937 — Derivative liabilities 7,410 — 7,410 — Contingent consideration liabilities 32,737 — — 32,737 Total carrying Quoted prices in active Significant other Significant (Dollars in thousands) Investments in marketable securities $ 10,926 $ 10,926 $ — $ — Derivative assets 36,492 — 36,492 — Derivative liabilities 1,387 — 1,387 — Contingent consideration liabilities 219,908 — — 219,908 |
Schedule of Valuation Techniques | The table below provides additional information regarding the valuation technique and inputs used in determining the fair value of contingent consideration. Contingent Consideration Liability Valuation Technique Unobservable Input Range (Weighted average) Milestone-based payments Discounted cash flow Discount rate 6.2% - 6.3% (6.3%) Projected year of payment 2021 - 2023 Revenue-based payments Monte Carlo simulation Revenue volatility 19.1% - 23.4% (20.4%) Risk free rate Cost of debt structure Projected year of payment 2020 - 2022 Discounted cash flow Discount rate 10.0% Projected year of payment 2020 - 2029 |
Reconciliation of Changes in Level 3 Financial Liabilities Measured at Fair Value on Recurring Basis | The following table provides information regarding changes in the contingent consideration liabilities during the three months ended March 29, 2020: Contingent consideration (Dollars in thousands) Balance - December 31, 2019 $ 219,908 Payments (1) (140,652) Revaluations (2) (46,502) Translation adjustment (17) Balance - March 29, 2020 $ 32,737 (1) Consists mainly of a $140.6 million payment associated with our acquisition of NeoTract, Inc. resulting from the achievement of a revenue-based goal for the period from January 1, 2019 to December 31, 2019. (2) The decrease, which is included within selling, general and administrative expenses, is mainly due to adverse financial projections resulting from the COVID-19 pandemic. |
Shareholders' equity (Tables)
Shareholders' equity (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Equity [Abstract] | |
Reconciliation of Basic to Diluted Weighted Average Common Shares Outstanding | The following table provides a reconciliation of basic to diluted weighted average number of common shares outstanding: Three Months Ended March 29, 2020 March 31, 2019 (Shares in thousands) Basic 46,382 46,050 Dilutive effect of share-based awards 849 892 Diluted 47,231 46,942 |
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 March 29, 2020 and March 31, 2019: 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, 2019 $ 735 $ (138,810) $ (206,317) $ (344,392) Other comprehensive (loss) income before reclassifications (3,760) 263 (18,199) (21,696) Amounts reclassified from accumulated other comprehensive income (57) 1,426 — 1,369 Net current-period other comprehensive (loss) income (3,817) 1,689 (18,199) (20,327) Balance as of March 29, 2020 $ (3,082) $ (137,121) $ (224,516) $ (364,719) 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, 2018 $ 807 $ (131,380) $ (210,512) $ (341,085) Other comprehensive (loss) income before reclassifications (434) (122) (236) (792) Amounts reclassified from accumulated other comprehensive loss (163) 1,351 — 1,188 Net current-period other comprehensive (loss) income (597) 1,229 (236) 396 Balance as of March 31, 2019 $ 210 $ (130,151) $ (210,748) $ (340,689) |
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 March 29, 2020 and March 31, 2019: Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) (Gains) losses on foreign exchange contracts: Cost of goods sold $ (66) $ (186) Total before tax (66) (186) Taxes 9 23 Net of tax $ (57) $ (163) Amortization of pension and other postretirement benefit items (1) : Actuarial losses $ 1,852 $ 1,740 Prior-service costs 8 22 Total before tax 1,860 1,762 Tax benefit (434) (411) Net of tax $ 1,426 $ 1,351 Total reclassifications, net of tax $ 1,369 $ 1,188 (1) These accumulated other comprehensive (loss) income components are included in the computation of net benefit expense for pension and other postretirement benefit plans. |
Taxes on income from continui_2
Taxes on income from continuing operations (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Income Tax Disclosure [Abstract] | |
Effective Income Tax Rate | Three Months Ended March 29, 2020 March 31, 2019 Effective income tax rate 7.8% 20.7% |
Segment information (Tables)
Segment information (Tables) | 3 Months Ended |
Mar. 29, 2020 | |
Segment Reporting [Abstract] | |
Segment Results | The following tables present our segment results for the three months ended March 29, 2020 and March 31, 2019: Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) Americas $ 358,002 $ 344,024 EMEA 156,124 154,545 Asia 53,129 60,777 OEM 63,387 54,238 Net revenues $ 630,642 $ 613,584 Three Months Ended March 29, 2020 March 31, 2019 (Dollars in thousands) Americas $ 140,969 $ 65,599 EMEA 20,419 27,023 Asia 10,232 9,979 OEM 15,099 13,321 Total segment operating profit (1) 186,719 115,922 Unallocated expenses (2) (29,633) (40,679) Income from continuing operations before interest and taxes $ 157,086 $ 75,243 (1) Segment operating profit includes segment net revenues from external customers reduced by the segment's 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 other than fixed manufacturing cost absorption variances, restructuring charges and gain on sale of assets. |
Basis of presentation - Narrati
Basis of presentation - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Intangible asset amortization expense | $ 38,911 | $ 37,751 |
Cost of Goods Sold | Restatement Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Intangible asset amortization expense | 20,900 | 20,800 |
Selling, General and Administrative Expenses | Restatement Adjustment | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Intangible asset amortization expense | $ (20,900) | $ (20,800) |
Recently issued accounting st_3
Recently issued accounting standards (Details) $ in Millions | Jan. 01, 2020USD ($) |
ASU 2016-13 | Cumulative Effect, Period of Adoption, Adjustment | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Retained earnings | $ (0.8) |
Net revenues (Details)
Net revenues (Details) - Sales Revenue, Net - Customer Concentration Risk | 3 Months Ended |
Mar. 29, 2020 | |
Hospitals And Healthcare Providers | |
Concentration Risk [Line Items] | |
Percentage of total revenue | 86.00% |
Other Medical Device Manufacturers | |
Concentration Risk [Line Items] | |
Percentage of total revenue | 12.00% |
Home Care Providers | |
Concentration Risk [Line Items] | |
Percentage of total revenue | 2.00% |
Net revenues Other revenues (De
Net revenues Other revenues (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Revenue, Major Customer [Line Items] | ||
Net revenues | $ 630,642 | $ 613,584 |
Vascular access | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | 150,256 | 143,897 |
Anesthesia | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | 75,702 | 80,252 |
Interventional | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | 99,931 | 103,184 |
Surgical | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | 75,432 | 86,719 |
Interventional urology | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | 74,194 | 59,731 |
OEM | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | 63,389 | 54,238 |
Other | ||
Revenue, Major Customer [Line Items] | ||
Net revenues | $ 91,738 | $ 85,563 |
Acquisitions (Details)
Acquisitions (Details) - USD ($) $ in Thousands | Feb. 18, 2020 | Mar. 29, 2020 | Dec. 31, 2019 |
Business Acquisition [Line Items] | |||
Goodwill | $ 2,332,414 | $ 2,245,305 | |
IWG High Performance Conductors, Inc. | |||
Business Acquisition [Line Items] | |||
Business combination, consideration transferred | $ 260,000 | ||
Goodwill | 107,100 | ||
Finite-lived intangible asset, useful life | 20 years | ||
IWG High Performance Conductors, Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Business Combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | 139,000 | ||
IWG High Performance Conductors, Inc. | Intellectual property | |||
Business Acquisition [Line Items] | |||
Business Combination, recognized identifiable assets acquired and liabilities assumed, finite-lived intangibles | $ 40,000 |
Restructuring and other impairm
Restructuring and other impairment charges - expected costs to be incurred (Details) $ in Millions | 3 Months Ended |
Mar. 29, 2020USD ($) | |
2019 Footprint realignment plan | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate restructuring charges | $ 14.6 |
Restructuring reserve | 12.3 |
Restructuring expenses | 2.5 |
Aggregate restructuring related charges | 9.1 |
2019 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 56 |
Expected cash outlays | 53 |
Expected capital expenditures | 29 |
2019 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 70 |
Expected cash outlays | 66 |
Expected capital expenditures | 35 |
2018 Footprint realignment plan | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate restructuring charges | 54.5 |
Restructuring reserve | 43.9 |
Restructuring expenses | 1.2 |
Aggregate restructuring related charges | 8.4 |
2018 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 102 |
Expected cash outlays | 99 |
Expected capital expenditures | 19 |
2018 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 133 |
Expected cash outlays | 127 |
Expected capital expenditures | 23 |
2014 Footprint realignment plan | |
Restructuring Cost and Reserve [Line Items] | |
Aggregate restructuring charges | 13 |
Restructuring reserve | 3.6 |
Restructuring expenses | 0.9 |
Aggregate restructuring related charges | 33.1 |
2014 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 47 |
Expected cash outlays | 38 |
Expected capital expenditures | 25 |
2014 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 52 |
Expected cash outlays | 43 |
Expected capital expenditures | 30 |
Termination benefits | 2019 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 19 |
Termination benefits | 2019 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 23 |
Termination benefits | 2018 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 60 |
Termination benefits | 2018 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 70 |
Termination benefits | 2014 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 12 |
Termination benefits | 2014 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 13 |
Other Restructuring costs | 2019 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 1 |
Other Restructuring costs | 2019 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 2 |
Other Restructuring costs | 2018 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 2 |
Other Restructuring costs | 2018 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 4 |
Other Restructuring costs | 2014 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 1 |
Other Restructuring costs | 2014 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 2 |
Special Termination Benefit And Other Restructuring | 2019 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 20 |
Special Termination Benefit And Other Restructuring | 2019 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 25 |
Special Termination Benefit And Other Restructuring | 2018 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 62 |
Special Termination Benefit And Other Restructuring | 2018 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 74 |
Special Termination Benefit And Other Restructuring | 2014 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 13 |
Special Termination Benefit And Other Restructuring | 2014 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 15 |
Accelerated Depreciation And Other Costs | 2019 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 36 |
Accelerated Depreciation And Other Costs | 2019 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 45 |
Accelerated Depreciation And Other Costs | 2018 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 40 |
Accelerated Depreciation And Other Costs | 2018 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 59 |
Accelerated Depreciation And Other Costs | 2014 Footprint realignment plan | Minimum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | 34 |
Accelerated Depreciation And Other Costs | 2014 Footprint realignment plan | Maximum | |
Restructuring Cost and Reserve [Line Items] | |
Expected restructuring charges | $ 37 |
Restructuring and impairment _3
Restructuring and impairment charges - Charges Recognized (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 1,346 | $ 14,365 |
Asset impairment charges | 3,030 | |
Restructuring and impairment charges | 1,346 | 17,395 |
Termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 1,036 | 13,538 |
Asset impairment charges | 0 | |
Restructuring and impairment charges | 13,538 | |
Other Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 310 | 827 |
Asset impairment charges | 3,030 | |
Restructuring and impairment charges | 3,857 | |
2019 Footprint realignment plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 838 | 12,975 |
2019 Footprint realignment plan | Termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 829 | 12,975 |
2019 Footprint realignment plan | Other Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 9 | 0 |
2018 Footprint realignment plan | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 395 | 1,011 |
2018 Footprint realignment plan | Termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 314 | 437 |
2018 Footprint realignment plan | Other Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 81 | 574 |
Other restructuring programs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | 113 | 379 |
Other restructuring programs | Termination benefits | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | (107) | 126 |
Other restructuring programs | Other Restructuring costs | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring charges | $ 220 | $ 253 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 29, 2020 | Dec. 31, 2019 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 125,115 | $ 114,302 |
Work-in-process | 70,012 | 71,479 |
Finished goods | 293,729 | 290,776 |
Inventories | $ 488,856 | $ 476,557 |
Goodwill and other intangible_3
Goodwill and other intangible assets, net - Changes in carrying amount of goodwill, by reporting segment (Details) $ in Thousands | 3 Months Ended |
Mar. 29, 2020USD ($) | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | $ 2,245,305 |
Goodwill related to acquisitions | 107,129 |
Currency translation adjustment | (20,020) |
Goodwill, ending balance | 2,332,414 |
Americas | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 1,550,925 |
Goodwill related to acquisitions | 0 |
Currency translation adjustment | (5,095) |
Goodwill, ending balance | 1,545,830 |
EMEA | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 475,772 |
Goodwill related to acquisitions | 0 |
Currency translation adjustment | (8,224) |
Goodwill, ending balance | 467,548 |
Asia | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 213,725 |
Goodwill related to acquisitions | 0 |
Currency translation adjustment | (6,701) |
Goodwill, ending balance | 207,024 |
OEM | |
Goodwill [Roll Forward] | |
Goodwill, beginning balance | 4,883 |
Goodwill related to acquisitions | 107,129 |
Currency translation adjustment | 0 |
Goodwill, ending balance | $ 112,012 |
Goodwill and other intangible_4
Goodwill and other intangible assets, net - Components of intangible assets (Details) - USD ($) $ in Thousands | Mar. 29, 2020 | Dec. 31, 2019 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross carrying amount | $ 3,188,322 | $ 3,011,084 |
Accumulated Amortization | (891,144) | (854,799) |
In-process research and development | ||
Finite-Lived Intangible Assets [Line Items] | ||
Indefinite-lived intangible assets | 27,881 | 27,940 |
Accumulated Amortization | 0 | 0 |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 1,161,837 | 1,021,852 |
Accumulated Amortization | (378,423) | (367,585) |
Intellectual property | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 1,391,133 | 1,351,990 |
Accumulated Amortization | (422,454) | (402,340) |
Distribution rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 23,352 | 23,369 |
Accumulated Amortization | (19,115) | (18,859) |
Trade names | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 561,622 | 563,315 |
Accumulated Amortization | (54,324) | (50,718) |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Finite-lived intangible assets | 22,497 | 22,618 |
Accumulated Amortization | $ (16,828) | $ (15,297) |
Borrowings - Components of long
Borrowings - Components of long-term debt (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 2,408,000 | $ 1,923,000 |
Less: Unamortized debt issuance costs | (13,483) | (14,057) |
Total long-term debt | 2,394,517 | 1,908,943 |
Current borrowings | (53,625) | (50,000) |
Long-term borrowings | 2,340,892 | 1,858,943 |
Revolving Credit Facility | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 785,000 | 300,000 |
Line of credit facility interest rate | 2.13% | |
Term Loan | ||
Debt Instrument [Line Items] | ||
Long-term line of credit | $ 673,000 | 673,000 |
Line of credit facility interest rate | 2.33% | |
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 | 4.625% Senior Notes due 2027 | ||
Debt Instrument [Line Items] | ||
Senior notes | $ 500,000 | 500,000 |
Debt instrument, stated interest rate | 4.625% | |
Securitization program | ||
Debt Instrument [Line Items] | ||
Securitization program | $ 50,000 | $ 50,000 |
Debt instrument, stated interest rate | 1.74% |
Borrowings - Additional Informa
Borrowings - Additional Information (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 29, 2020 | Dec. 31, 2019 | |
Securitization program | ||
Line of Credit Facility [Line Items] | ||
Maximum amount available under receivable securitization | $ 75,000,000 | $ 50,000,000 |
Financial instruments - Additio
Financial instruments - Additional Information (Details) € in Millions | 3 Months Ended | ||||||
Mar. 29, 2020USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | Mar. 04, 2019EUR (€)Financial_Institution_Counterparty | Mar. 04, 2019USD ($)Financial_Institution_Counterparty | Oct. 04, 2018EUR (€)Financial_Institution_Counterparty | Oct. 04, 2018USD ($)Financial_Institution_Counterparty | |
Derivatives Fair Value [Line Items] | |||||||
Foreign currency translation, continuing operations, adjustments, net of tax | $ (18,199,000) | $ (236,000) | |||||
Interest benefit on swaps designated as net investment hedges | 4,874,000 | 3,882,000 | |||||
Allowance for doubtful accounts receivable | 11,000,000 | $ 9,100,000 | |||||
Allowance for doubtful accounts receivable, current | 6,900,000 | 5,300,000 | |||||
Cash flow hedging | |||||||
Derivatives Fair Value [Line Items] | |||||||
Ineffectiveness related to derivatives | 0 | 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 | 130,700,000 | 63,400,000 | |||||
Foreign exchange contract | Not Designated as Hedging Instrument | |||||||
Derivatives Fair Value [Line Items] | |||||||
Loss related to currency forward contracts | 1,600,000 | 3,000,000 | |||||
Total notional amount for all open foreign currency forward contracts | 148,600,000 | $ 132,800,000 | |||||
Cross-currency interest rate swaps | Cash flow hedging | |||||||
Derivatives Fair Value [Line Items] | |||||||
Foreign currency translation, continuing operations, adjustments, net of tax | 25,000,000 | 6,600,000 | |||||
Cross-currency interest rate swaps | Designated as Hedging Instrument | |||||||
Derivatives Fair Value [Line Items] | |||||||
Total notional amount for all open foreign currency forward contracts | € 219.2 | $ 250,000,000 | € 433.9 | $ 500,000,000 | |||
Derivative, number of instruments held | Financial_Institution_Counterparty | 5 | 5 | 6 | 6 | |||
Derivative, fixed interest rate | 4.875% | 4.875% | 4.625% | 4.625% | |||
Derivative, annual interest rate | 2.4595% | 2.4595% | 1.942% | 1.942% | |||
Cross-currency interest rate swaps | Not Designated as Hedging Instrument | |||||||
Derivatives Fair Value [Line Items] | |||||||
Interest benefit on swaps designated as net investment hedges | $ 4,900,000 | $ 3,900,000 |
Financial instruments - Fair va
Financial instruments - Fair values of derivative instruments designated as hedging instruments (Details) - Cash flow hedging - USD ($) $ in Thousands | Mar. 29, 2020 | Dec. 31, 2019 |
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | $ 75,937 | $ 36,492 |
Total liability derivatives | 7,410 | 1,387 |
Other assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 45,347 | 13,066 |
Foreign exchange contract | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 30,590 | 23,426 |
Foreign exchange contract | Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liability derivatives | 7,410 | 1,387 |
Foreign exchange contract | Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 2,144 | 1,659 |
Foreign exchange contract | Designated as Hedging Instrument | Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liability derivatives | 6,030 | 1,285 |
Foreign exchange contract | Not Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 1,682 | 192 |
Foreign exchange contract | Not Designated as Hedging Instrument | Other current liabilities | ||
Derivatives Fair Value [Line Items] | ||
Total liability derivatives | 1,380 | 102 |
Cross-currency interest rate swaps | Not Designated as Hedging Instrument | Prepaid expenses and other current assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | 26,764 | 21,575 |
Cross-currency interest rate swaps | Not Designated as Hedging Instrument | Other assets | ||
Derivatives Fair Value [Line Items] | ||
Total asset derivatives | $ 45,347 | $ 13,066 |
Fair value measurement - Financ
Fair value measurement - Financial assets and liabilities carried at fair value measured on recurring basis (Details) - USD ($) $ in Thousands | Mar. 29, 2020 | Dec. 31, 2019 |
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments in marketable securities | $ 9,020 | $ 10,926 |
Derivative assets | 75,937 | 36,492 |
Derivative liabilities | 7,410 | 1,387 |
Contingent consideration liabilities | 32,737 | 219,908 |
Quoted prices in active markets (Level 1) | ||
Fair Value Assets And Liabilities Measured On Recurring Basis [Line Items] | ||
Investments in marketable securities | 9,020 | 10,926 |
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 | 75,937 | 36,492 |
Derivative liabilities | 7,410 | 1,387 |
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 | $ 32,737 | $ 219,908 |
Fair value measurement - Valuat
Fair value measurement - Valuation technique and inputs used in determining the fair value of contingent consideration (Details) | Mar. 29, 2020 |
Milestone-based payments | Minimum | Discounted cash flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.062 |
Milestone-based payments | Maximum | Discounted cash flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.063 |
Milestone-based payments | Weighted Average | Discounted cash flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.063 |
Revenue-based payments | Discounted cash flow | Discount rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.100 |
Revenue-based payments | Minimum | Monte Carlo simulation | Revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.191 |
Revenue-based payments | Maximum | Monte Carlo simulation | Revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.234 |
Revenue-based payments | Weighted Average | Monte Carlo simulation | Revenue volatility | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Business combination, contingent consideration, liability, measurement input | 0.204 |
Fair value measurement - Reconc
Fair value measurement - Reconciliation of changes in financial liabilities measured on recurring basis (Details) $ in Thousands | 3 Months Ended |
Mar. 29, 2020USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Beginning balance | $ 219,908 |
Payments | (140,652) |
Revaluations | (46,502) |
Translation adjustment | (17) |
Ending balance | 32,737 |
NeoTract, Inc. [Member] | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Payments to acquire businesses, gross | $ 140,600 |
Shareholders' equity - Addition
Shareholders' equity - Additional Information (Details) - shares shares in Millions | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Equity Option | ||
Shareholders Equity [Line Items] | ||
Weighted average antidilutive shares which were not included in the calculation of earnings per share | 0.1 | 0.1 |
Shareholders' equity - Reconcil
Shareholders' equity - Reconciliation of basic to diluted weighted average common shares outstanding (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Basic (in shares) | 46,382 | 46,050 |
Dilutive effect of share-based awards (in shares) | 849 | 892 |
Diluted (in shares) | 47,231 | 46,942 |
Shareholders' equity - Change i
Shareholders' equity - Change in accumulated other comprehensive income, net of tax (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | $ 2,979,320 | $ 2,539,978 |
Amounts reclassified from accumulated other comprehensive income | 1,369 | 1,188 |
Ending Balance | 3,073,024 | 2,569,878 |
Cash Flow Hedges | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | 735 | 807 |
Other comprehensive (loss) income before reclassifications | (3,760) | (434) |
Amounts reclassified from accumulated other comprehensive income | (57) | (163) |
Net current-period other comprehensive (loss) income | (3,817) | (597) |
Ending Balance | (3,082) | 210 |
Pension and Other Postretirement Benefit Plans | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (138,810) | (131,380) |
Other comprehensive (loss) income before reclassifications | 263 | (122) |
Amounts reclassified from accumulated other comprehensive income | 1,426 | 1,351 |
Net current-period other comprehensive (loss) income | 1,689 | 1,229 |
Ending Balance | (137,121) | (130,151) |
Foreign Currency Translation Adjustment | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (206,317) | (210,512) |
Other comprehensive (loss) income before reclassifications | (18,199) | (236) |
Amounts reclassified from accumulated other comprehensive income | 0 | 0 |
Net current-period other comprehensive (loss) income | (18,199) | (236) |
Ending Balance | (224,516) | (210,748) |
Accumulated Other Comprehensive (Loss) Income | ||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | ||
Beginning Balance | (344,392) | (341,085) |
Other comprehensive (loss) income before reclassifications | (21,696) | (792) |
Amounts reclassified from accumulated other comprehensive income | 1,369 | 1,188 |
Net current-period other comprehensive (loss) income | (20,327) | 396 |
Ending Balance | $ (364,719) | $ (340,689) |
Shareholders' equity - Accumula
Shareholders' equity - Accumulated other comprehensive income into income expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Cost of goods sold | $ 297,018 | $ 289,614 |
Total before tax | (142,226) | (52,890) |
Taxes on income from continuing operations | 11,074 | 10,972 |
Net of tax | (131,152) | (41,918) |
Total reclassifications, net of tax | 1,369 | 1,188 |
Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total reclassifications, net of tax | (57) | (163) |
Actuarial losses | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 1,852 | 1,740 |
Prior-service costs | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 8 | 22 |
Pension and Other Postretirement Benefits Plans | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Total before tax | 1,860 | 1,762 |
Tax benefit | (434) | (411) |
Total reclassifications, net of tax | 1,426 | 1,351 |
Reclassification out of Accumulated Other Comprehensive Income | Foreign exchange contract | Cash Flow Hedges | ||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||
Cost of goods sold | (66) | (186) |
Total before tax | (66) | (186) |
Taxes on income from continuing operations | 9 | 23 |
Net of tax | $ (57) | $ (163) |
Taxes on income from continui_3
Taxes on income from continuing operations (Details) | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Income Tax Examination [Line Items] | ||
Effective income tax rate | 7.80% | 20.70% |
Commitments and contingent li_2
Commitments and contingent liabilities (Detail) $ in Millions | 3 Months Ended |
Mar. 29, 2020USD ($) | |
Loss Contingencies [Line Items] | |
Estimated litigation liability | $ 0.3 |
Minimum | |
Loss Contingencies [Line Items] | |
Estimated time fram over which accrued amounts may be paid out | 10 years |
Maximum | |
Loss Contingencies [Line Items] | |
Estimated time fram over which accrued amounts may be paid out | 15 years |
Accrued Liabilities | |
Loss Contingencies [Line Items] | |
Accrual for environmental loss contingencies | $ 0.7 |
Other Liability | |
Loss Contingencies [Line Items] | |
Accrual for environmental loss contingencies | $ 6 |
Segment information (Details)
Segment information (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 29, 2020 | Mar. 31, 2019 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenues | $ 630,642 | $ 613,584 |
Operating profit | 157,086 | 75,243 |
Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 186,719 | 115,922 |
Unallocated expenses | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | (29,633) | (40,679) |
Americas | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenues | 358,002 | 344,024 |
Americas | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 140,969 | 65,599 |
EMEA | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenues | 156,124 | 154,545 |
EMEA | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 20,419 | 27,023 |
Asia | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenues | 53,129 | 60,777 |
Asia | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | 10,232 | 9,979 |
OEM | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net revenues | 63,387 | 54,238 |
OEM | Operating Segments | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Operating profit | $ 15,099 | $ 13,321 |
Uncategorized Items - tfx-20200
Label | Element | Value |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (1,321,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (791,000) |
Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | (1,321,000) |
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ (791,000) |