Guarantor Financial Statements

12 Months Ended

Dec. 31, 2010

Guarantor Financial Statements [Abstract]

Note 17 —Guarantor financial statements

In connection with a proposed issuance of senior subordinated notes by Teleflex Incorporated (“Parent Company”), it is anticipated that certain of the Parent Company’s subsidiaries (“Guarantor Subsidiaries”) will jointly, fully, severally and unconditionally guarantee such senior subordinated notes. Each Guarantor Subsidiary is 100% owned by the Parent Company. The following presents the condensed consolidating financial information separately for:

Parent Company, the issuer of the guaranteed obligations;

ii.

Guarantor Subsidiaries, on a combined basis, as specified in the Indenture;

iii.

Non-guarantor subsidiaries, on a combined basis, as specified in the Indenture;

iv.

Consolidating entries and eliminations representing adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the non-guarantor subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries; and

Parent Company and its subsidiaries on a consolidated basis.

Each entity in the consolidating financial information follows the same accounting policies as described in the consolidated financial statements, except for the use by the Parent Company and Guarantor Subsidiaries of the equity method of accounting to reflect ownership interests in subsidiaries which are eliminated upon consolidation.

The following tables present the Company’s condensed consolidating statements of income and cash flows for the years ended December 31, 2010, 2009 and 2008, respectively, and the Company’s condensed consolidating balance sheets as of December 31, 2010 and 2009, respectively.

GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME


	Year Ended December 31, 2010
				Guarantor			Non-Guarantor						Condensed
	Issuer			Subsidiaries			Subsidiaries			Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	926,940		$	886,845		$	(252,466	)	$	1,561,319
Cost of goods sold		—			529,410			545,104			(245,617	)		828,897

Gross profit		—			397,530			341,741			(6,849	)		732,422
Selling, general and administrative expenses		42,874			240,338			147,722			170			431,104
Research and development expenses		—			37,333			5,288			—			42,621
Net (gain) loss on sales of businesses and assets		(420	)		262			(183	)		—			(341	)
Restructuring and other impairment charges		458			2,098			319			—			2,875

Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes		(42,912	)		117,499			188,595			(7,019	)		256,163
Interest expense, net		137,636			(78,689	)		20,203			—			79,150
Loss on extinguishments of debt		46,630			—			—			—			46,630

Income (loss) from continuing operations before taxes		(227,178	)		196,188			168,392			(7,019	)		130,383
Taxes on income from continuing operations		(85,049	)		51,507			61,018			(2,251	)		25,225
Equity in net income of consolidated subsidiaries		327,809			135,392			—			(463,201	)		—

Income from continuing operations		185,680			280,073			107,374			(467,969	)		105,158

Operating income from discontinued operations		13,999			13,007			116,030			—			143,036
Taxes on income from discontinued operations		(1,415	)		5,534			41,620			—			45,739

Income from discontinued operations		15,414			7,473			74,410			—			97,297

Net income		201,094			287,546			181,784			(467,969	)		202,455
Less: Net income attributable to noncontrolling interests		—			—			1,361			—			1,361

Net income attributable to common shareholders	$	201,094		$	287,546		$	180,423		$	(467,969	)	$	201,094


	Year Ended December 31, 2009
				Guarantor			Non-Guarantor					Condensed
	Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	909,765		$	863,847	$	(214,264	)	$	1,559,348
Cost of goods sold		—			537,262			514,965		(214,092	)		838,135

Gross profit		—			372,503			348,882		(172	)		721,213
Selling, general and administrative expenses		39,172			217,859			153,036		73			410,140
Research and development expenses		—			32,947			3,738		—			36,685
Restructuring and other impairment charges		975			1,596			7,776		—			10,347

Income (loss) from continuing operations before interest and taxes		(40,147	)		120,101			184,332		(245	)		264,041
Interest expense, net		135,849			(66,818	)		17,735		—			86,766

Income (loss) from continuing operations before taxes		(175,996	)		186,919			166,597		(245	)		177,275
Taxes on income from continuing operations		(76,666	)		67,773			49,641		(65	)		40,683
Equity in net income of consolidated subsidiaries		412,843			395,039			—		(807,882	)		—

Income from continuing operations		313,513			514,185			116,956		(808,062	)		136,592

Operating income from discontinued operations		(19,523	)		(17,669	)		311,549		436			274,793
Taxes on income from discontinued operations		(9,004	)		99,365			6,848		165			97,374

Income from discontinued operations		(10,519	)		(117,034	)		304,701		271			177,419

Net income		302,994			397,151			421,657		(807,791	)		314,011
Less: Net income attributable to noncontrolling interests		—			—			1,157		—			1,157
Income from discontinued operations attributable to noncontrolling interest		—			—			9,860		—			9,860

Net income attributable to common shareholders	$	302,994		$	397,151		$	410,640	$	(807,791	)	$	302,994


	Year Ended December 31, 2008
				Guarantor			Non-Guarantor					Condensed
	Issuer			Subsidiaries			Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	989,523		$	924,772	$	(289,222	)	$	1,625,073
Cost of goods sold		—			594,244			584,854		(293,022	)		886,076

Gross profit		—			395,279			339,918		3,800			738,997
Selling, general and administrative expenses		92,446			242,440			121,764		(1,238	)		455,412
Research and development expenses		—			29,844			2,754		—			32,598
Net (gain) loss on sales of businesses and assets		(314	)		18			—		—			(296	)
Restructuring and other impairment charges		(825	)		3,695			22,076		—			24,946

Income (loss) from continuing operations before interest and taxes		(91,307	)		119,282			193,324		5,038			226,337
Interest expense, net		155,750			(56,557	)		20,022		—			119,215

Income (loss) from continuing operations before taxes		(247,057	)		175,839			173,302		5,038			107,122
Taxes on income from continuing operations		(92,693	)		58,443			66,080		1,915			33,745
Equity in net income of consolidated subsidiaries		298,040			118,865			—		(416,905	)		—

Income from continuing operations		143,676			236,261			107,222		(413,782	)		73,377

Operating income from discontinued operations		(20,234	)		—			124,760		1,091			105,617
Taxes on income from discontinued operations		3,668			134			20,176		414			24,392

Income from discontinued operations		(23,902	)		(134	)		104,584		677			81,225

Net income		119,774			236,127			211,806		(413,105	)		154,602
Less: Net income attributable to noncontrolling interests		—			—			747		—			747
Income from discontinued operations attributable to noncontrolling interest		—			—			34,081		—			34,081

Net income attributable to common shareholders	$	119,774		$	236,127		$	176,978	$	(413,105	)	$	119,774

GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS


	December 31, 2010
			Guarantor		Non-Guarantor					Condensed
	Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
ASSETS
Current assets	$	61,344	$	859,011	$	865,786	$	(864,908	)	$	921,233
Goodwill		—		943,656		498,755		—			1,442,411
Intangibles assets, net		—		694,186		224,336		—			918,522
Other noncurrent assets		4,953,669		2,886,002		582,859		(8,061,541	)		360,989

Total assets	$	5,015,013	$	5,382,855	$	2,171,736	$	(8,926,449	)	$	3,643,155


LIABILITIES AND EQUITY
Current liabilities	$	152,431	$	648,628	$	480,344	$	(860,640	)	$	420,763
Long-term borrowings		813,409		—		—		—			813,409
Deferred tax liabilities		—		348,603		65,676		(43,460	)		370,819
Other noncurrent liabilities		2,265,797		51,374		461,464		(2,527,749	)		250,886

Total liabilities		3,231,637		1,048,605		1,007,484		(3,431,849	)		1,855,877
Total equity		1,783,376		4,334,250		1,164,252		(5,494,600	)		1,787,278

Total liabilities and equity	$	5,015,013	$	5,382,855	$	2,171,736	$	(8,926,449	)	$	3,643,155


	December 31, 2009
			Guarantor		Non-Guarantor					Condensed
	Issuer		Subsidiaries		Subsidiaries		Eliminations			Consolidated
	(Dollars in thousands)
ASSETS
Current assets	$	378,167	$	267,680	$	1,123,631	$	(765,544	)	$	1,003,934
Goodwill		—		943,656		515,785		—			1,459,441
Intangibles assets, net		—		728,552		243,024		—			971,576
Other noncurrent assets		4,769,149		2,780,869		709,494		(7,855,458	)		404,054

Total assets	$	5,147,316	$	4,720,757	$	2,591,934	$	(8,621,002	)	$	3,839,005


LIABILITIES AND EQUITY
Current liabilities	$	328,593	$	74,650	$	699,413	$	(765,549	)	$	337,107
Long-term borrowings		1,192,370		—		121		—			1,192,491
Deferred tax liabilities		—		361,326		61,445		(23,848	)		398,923
Other noncurrent liabilities		2,046,112		49,443		557,851		(2,327,996	)		325,410

Total liabilities		3,567,075		485,419		1,318,830		(3,117,393	)		2,253,931
Total equity		1,580,241		4,235,338		1,273,104		(5,503,609	)		1,585,074

Total liabilities and equity	$	5,147,316	$	4,720,757	$	2,591,934	$	(8,621,002	)	$	3,839,005

GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS


	Year Ended December 31, 2010
				Guarantor			Non-Guarantor			Condensed
	Issuer			Subsidiaries			Subsidiaries			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(110,808	)	$	170,229		$	125,698		$	185,119

Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(1,422	)		(20,619	)		(9,575	)		(31,616	)
Proceeds from sales of businesses and assets, net of cash sold		53,466			33,091			94,993			181,550
Payments for businesses and intangibles acquired, net of cash acquired		—			(82	)		—			(82	)

Net cash provided by investing activities from continuing operations		52,044			12,390			85,418			149,852

Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		490,000			—			—			490,000
Reduction in long-term borrowings		(716,570	)		—			—			(716,570	)
Debt and equity issuance and amendment costs		(65,226	)		—			—			(65,226	)
Increase in notes payable and current borrowings		29,700			—			—			29,700
Proceeds from stock compensation plans		10,657			—			—			10,657
Payments to noncontrolling interest shareholders		—			—			(1,974	)		(1,974	)
Dividends		(54,312	)		—			—			(54,312	)
Purchase of call options		(88,000	)		—			—			(88,000	)
Proceeds from sale of warrants		59,400			—			—			59,400
Intercompany transactions		381,539			(182,619	)		(198,920	)		—

Net cash provided by (used in) financing activities from continuing operations		47,188			(182,619	)		(200,894	)		(336,325	)

Cash Flows from Discontinued Operations:
Net cash provided by operating activities		2,223			—			25,760			27,983
Net cash provided by (used in) investing activities		208			—			(2,258	)		(2,050	)
Net cash used in financing activities		—			—			(302	)		(302	)

Net cash provided by discontinued operations		2,431			—			23,200			25,631

Effect of exchange rate changes on cash and cash equivalents		—			—			(4,130	)		(4,130	)

Net (decrease) increase in cash and cash equivalents		(9,145	)		—			29,292			20,147
Cash and cash equivalents at the beginning of the period		31,777			—			156,528			188,305

Cash and cash equivalents at the end of the period	$	22,632		$	—		$	185,820		$	208,452


	Year Ended December 31, 2009
				Guarantor			Non-Guarantor			Condensed
	Issuer			Subsidiaries			Subsidiaries			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(206,206	)	$	248,395		$	95,102		$	137,291

Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(1,280	)		(17,877	)		(8,785	)		(27,942	)
Proceeds from sales of businesses and assets, net of cash sold		—			2,864			311,349			314,213
Payments for businesses and intangibles acquired, net of cash acquired		—			—			(537	)		(537	)

Net cash (used in) provided by investing activities from continuing operations		(1,280	)		(15,013	)		302,027			285,734

Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		10,000			—			18			10,018
Reduction in long-term borrowings		(357,590	)		—			(18	)		(357,608	)
Decrease in notes payable and current borrowings		—			—			(1,452	)		(1,452	)
Proceeds from stock compensation plans		1,553			—			—			1,553
Payments to noncontrolling interest shareholders		—			—			(702	)		(702	)
Dividends		(54,022	)		—			—			(54,022	)
Intercompany transactions		627,006			(233,382	)		(393,624	)		—

Net cash provided by (used in) financing activities from continuing operations		226,947			(233,382	)		(395,778	)		(402,213	)

Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(4,427	)		—			71,307			66,880
Net cash used in investing activities		(140	)		—			(4,393	)		(4,533	)
Net cash used in financing activities		—			—			(11,075	)		(11,075	)

Net cash (used in) provided by discontinued operations		(4,567	)		—			55,839			51,272

Effect of exchange rate changes on cash and cash equivalents		(889	)		—			9,835			8,946

Net increase in cash and cash equivalents		14,005			—			67,025			81,030
Cash and cash equivalents at the beginning of the period		17,772			—			89,503			107,275

Cash and cash equivalents at the end of the period	$	31,777		$	—		$	156,528		$	188,305


	Year Ended December 31, 2008
				Guarantor			Non-Guarantor			Condensed
	Issuer			Subsidiaries			Subsidiaries			Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(197,673	)	$	271,874		$	(15,008	)	$	59,193

Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(1,491	)		(12,048	)		(13,530	)		(27,069	)
Proceeds from sales of businesses and assets, net of cash sold		6,595			1,869			—			8,464
Payments for businesses and intangibles acquired, net of cash acquired		—			(410	)		—			(410	)
Investments in affiliates		(320	)		—			—			(320	)

Net cash provided by (used in) investing activities from continuing operations		4,784			(10,589	)		(13,530	)		(19,335	)

Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		92,778			—			119			92,897
Reduction in long-term borrowings		(226,630	)		—			(57	)		(226,687	)
Debt amendment costs		(656	)		—			—			(656	)
Decrease in notes payable and current borrowings		—			—			(492	)		(492	)
Proceeds from stock compensation plans		7,955			—			—			7,955
Payments to noncontrolling interest shareholders		—			—			(739	)		(739	)
Dividends		(53,047	)		—			—			(53,047	)
Intercompany transactions		346,646			(261,285	)		(85,361	)		—

Net cash provided by (used in) financing activities from continuing operations		167,046			(261,285	)		(86,530	)		(180,769	)

Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(5,087	)		—			117,063			111,976
Net cash used in investing activities		(867	)		—			(19,249	)		(20,116	)
Net cash used in financing activities		—			—			(37,240	)		(37,240	)

Net cash (used in) provided by discontinued operations		(5,954	)		—			60,574			54,620

Effect of exchange rate changes on cash and cash equivalents		—			—			(7,776	)		(7,776	)

Net decrease in cash and cash equivalents		(31,797	)		—			(62,270	)		(94,067	)
Cash and cash equivalents at the beginning of the period		49,569			—			151,773			201,342

Cash and cash equivalents at the end of the period	$	17,772		$	—		$	89,503		$	107,275

- Definition

Text block that encapsulates the detailed table comprising the condensed financial statements (balance sheet, income statement and statement of cash flows), normally using the registrant (parent) as the sole domain member. If condensed consolidating financial statements are being presented, other domain members (in addition to parent) such as guarantor subsidiaries, non-guarantor subsidiaries, and the consolidation eliminations, will be included in order that the respective monetary amounts for each of the domains will aggregate to the respective amounts on the consolidated financial statements. The line items are the various captions used to compile the condensed financial statements. Using extensions, most, if not all, of the elements representing condensed financial statement captions will be the same as those used for the consolidated financial statements captions.

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