Date of Report (Date of Earliest Event Reported) | February 17, 2017 |
Delaware | 1-5353 | 23-1147939 |
(State or Other Jurisdiction of Incorporation or Organization) | (Commission File Number) | (IRS Employer Identification No.) |
550 East Swedesford Road, Suite 400, Wayne, Pennsylvania | 19087 | |
(Address of Principal Executive Offices) | (Zip Code) | |
Registrant’s Telephone Number, Including Area Code | (610) 225-6800 |
Not applicable |
(Former Name or Former Address, If Changed Since Last Report) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ¨ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ |
(i) | Unaudited pro forma condensed combined consolidated statement of earnings for the nine months ended October 1, 2017. |
(ii) | Notes to the unaudited pro forma condensed combined financial information. |
Exhibit No. | Description |
99.1 | Unaudited pro forma condensed combined consolidated statement of earnings for nine months ended October 1, 2017, and the related notes to the unaudited pro forma condensed combined financial Information. |
TELEFLEX INCORPORATED | ||||
By: | /s/ Benson F. Smith | |||
Benson F. Smith Chairman and Chief Executive Officer | ||||
By: | /s/ Thomas E. Powell | |||
Thomas E. Powell Executive Vice President and Chief Financial Officer |
Historical Teleflex Incorporated | Vascular Solutions | Pro Forma Adjustments | Note References | Pro Forma Combined | |||||||||||||
(Dollars and shares in thousands, except per share) | |||||||||||||||||
Net revenues | $ | 1,551,197 | $ | 22,824 | $ | — | $ | 1,574,021 | |||||||||
Cost of goods sold | 710,126 | 10,937 | (10,804 | ) | 2a | 710,259 | |||||||||||
Gross profit | 841,071 | $ | 11,887 | $ | 10,804 | 863,762 | |||||||||||
Selling, general and administrative expenses | 486,674 | 28,909 | (25,166 | ) | 2b | 490,417 | |||||||||||
Research and development expenses | 59,299 | 4,645 | (1,521 | ) | 2c | 62,423 | |||||||||||
Restructuring and other impairment charges | 13,723 | — | — | 13,723 | |||||||||||||
Income from continuing operations before interest, loss on extinguishment of debt and taxes | 281,375 | (21,667 | ) | 37,491 | 297,199 | ||||||||||||
Interest expense | 58,884 | — | 1,251 | 2d | 60,135 | ||||||||||||
Interest income | (616 | ) | (21 | ) | — | (637 | ) | ||||||||||
Loss on extinguishment of debt | 5,593 | — | — | 5,593 | |||||||||||||
Income from continuing operations before taxes | 217,514 | (21,646 | ) | 36,240 | 232,108 | ||||||||||||
Taxes (benefit) on income from continuing operations | 19,404 | (13,375 | ) | 13,526 | 2e | 19,555 | |||||||||||
Income from continuing operations attributable to common shareholders | $ | 198,110 | $ | (8,271 | ) | $ | 22,714 | $ | 212,553 | ||||||||
Earnings per share available to common shareholders: | |||||||||||||||||
Basic: | |||||||||||||||||
Income from continuing operations | $ | 4.40 | $ | 4.73 | |||||||||||||
Diluted: | |||||||||||||||||
Income from continuing operations | $ | 4.24 | $ | 4.55 | |||||||||||||
Weighted average common shares outstanding: | |||||||||||||||||
Basic | 44,975 | — | 44,975 | ||||||||||||||
Diluted | 46,673 | — | 46,673 |
a. | Represents adjustments to cost of goods sold consisting mainly of the amortization of the step-up in carrying value of inventory and the accelerated vesting of Vascular Solutions share based awards. Such costs are considered non-recurring in nature and are therefore excluded from the unaudited pro forma condensed combined statement of income. |
b. | Represents the following adjustments to selling, general and administrative expenses (in thousands): |
Depreciation adjustment in connection with the fair value of property, plant and equipment (1) | $ | 37 | |
Amortization adjustment in connection with the fair value of intangible assets (2) | 3,046 | ||
Vascular Solutions historical amortization expense | (192 | ) | |
Acquisition related costs (3) | (24,369 | ) | |
Accelerated vesting of share based awards (4) | (3,688 | ) | |
Pro forma adjustment | $ | (25,166 | ) |
c. | Represents adjustments to research and development expenses consisting mainly of the accelerated vesting of Vascular Solutions share based awards recognized. Such costs are considered non-recurring in nature and are therefore excluded from the unaudited pro forma condensed combined statement of income. |
d. | Represents incremental interest expense on debt incurred to finance the transaction, including amortization of the debt issuance costs over the life of the debt instruments and the reversal of the commitment fee related to the bridge facility (in thousands): |
Reversal of commitment fee related to the bridge facility and backstop commitment (1) | $ | (2,071 | ) |
Interest expense and amortization of debt issuance costs associated with term loan (2)(4) | 2,445 | ||
Interest expense and amortization of debt issuance costs associated with revolving credit facility used in connection with the transaction (3)(4) | 877 | ||
Pro forma adjustment | $ | 1,251 |
e. | Represents the tax effects of all the adjustments described in Notes 2(a) through 2(d) above using a blended U.S federal and state statutory rate. |