Condensed consolidated guarantor financial information

9 Months Ended

Sep. 30, 2012

Condensed consolidated guarantor financial information

Note 15 — Condensed consolidated guarantor financial information

In June 2011, Teleflex Incorporated (referred to below as “Parent Company”) issued $250 million of 6.875% senior subordinated notes through a registered public offering. The notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The guarantees are full and unconditional, subject to certain customary release provisions. Each Guarantor Subsidiary is 100% owned by the Parent Company. The Company’s condensed consolidated statements of income and comprehensive income for the three and nine month periods ended September 30, 2012 and September 25, 2011, condensed consolidated balance sheets as of September 30, 2012 and December 31, 2011 and condensed consolidated statements of cash flows for the nine month periods ended September 30, 2012 and September 25, 2011, each of which are set forth below, provide consolidated information for:

a. Parent Company, the issuer of the guaranteed obligations;

b. Guarantor Subsidiaries, on a combined basis;

c. Non-guarantor subsidiaries, on a combined basis; and

d. Parent Company and its subsidiaries on a consolidated basis.

The same accounting policies as described in Note 1 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2011 are used by each entity in the condensed consolidated financial information, 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.

Consolidating entries and eliminations in the following consolidated financial statements represent adjustments to (a) eliminate intercompany transactions between or among the Parent Company, the Guarantor Subsidiaries and the Non-guarantor subsidiaries, (b) eliminate the investments in subsidiaries and (c) record consolidating entries.

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

	Three Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	232,155		$	196,675		$	(60,776	)	$	368,054
Cost of goods sold		—			130,840			115,381			(58,734	)		187,487
Gross profit		—			101,315			81,294			(2,042	)		180,567
Selling, general and administrative expenses		11,114			61,505			42,030			229			114,878
Research and development expenses		—			13,184			1,576			—			14,760
Restructuring and other impairment charges		—			1,070			18			—			1,088
(Gain) loss on sales of businesses and assets		1			(150,310	)		—			150,309			—
Income (loss) from continuing operations before interest and taxes		(11,115	)		175,866			37,670			(152,580	)		49,841
Interest expense		36,105			(19,488	)		1,876			—			18,493
Interest income		(107	)		—			(233	)		—			(340	)
Income (loss) from continuing operations before taxes		(47,113	)		195,354			36,027			(152,580	)		31,688
Taxes (benefit) on income (loss) from continuing operations		(16,624	)		17,739			6,811			(689	)		7,237
Equity in net income of consolidated subsidiaries		52,627			21,946			—			(74,573	)		—
Income from continuing operations		22,138			199,561			29,216			(226,464	)		24,451
Operating income (loss) from discontinued operations		(1,089	)		258			—			—			(831	)
Taxes (benefit) on income (loss) from discontinued operations		(693	)		2,649			(266	)		—			1,690
Income (loss) from discontinued operations		(396	)		(2,391	)		266			—			(2,521	)
Net income		21,742			197,170			29,482			(226,464	)		21,930
Less: Income from continuing operations attributable to noncontrolling interests		—			—			188			—			188
Net income attributable to common shareholders		21,742			197,170			29,294			(226,464	)		21,742
Other comprehensive income attributable to common shareholders		49,428			50,393			41,277			(91,670	)		49,428
Comprehensive income attributable to common shareholders	$	71,170		$	247,563		$	70,571		$	(318,134	)	$	71,170

	Three Months Ended September 25, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	233,294		$	196,399		$	(66,952	)	$	362,741
Cost of goods sold		—			140,745			111,184			(64,818	)		187,111
Gross profit		—			92,549			85,215			(2,134	)		175,630
Selling, general and administrative expenses		8,997			54,057			38,235			293			101,582
Research and development expenses		—			10,581			1,735			—			12,316
Restructuring and other impairment charges		—			(172	)		(1	)		—			(173	)
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes		(8,997	)		28,083			45,246			(2,427	)		61,905
Interest expense		31,613			(12,632	)		196			—			19,177
Interest income		(133	)		(14	)		(171	)		—			(318	)
Income (loss) from continuing operations before taxes		(40,477	)		40,729			45,221			(2,427	)		43,046
Taxes (benefit) on income (loss) from continuing operations		(14,712	)		12,195			13,548			(906	)		10,125
Equity in net income of consolidated subsidiaries		70,034			38,641			—			(108,675	)		—
Income from continuing operations		44,269			67,175			31,673			(110,196	)		32,921
Operating income (loss) from discontinued operations		(1,106	)		1,089			14,605			—			14,588
Taxes (benefit) on income (loss) from discontinued operations		(488	)		940			2,992			—			3,444
Income (loss) from discontinued operations		(618	)		149			11,613			—			11,144
Net income		43,651			67,324			43,286			(110,196	)		44,065
Less: Income from continuing operations attributable to noncontrolling interests		—			—			289			—			289
Income from discontinued operations attributable to noncontrolling interest		—			—			125			—			125
Net income attributable to common shareholders		43,651			67,324			42,872			(110,196	)		43,651
Other comprehensive loss attributable to common shareholders		(47,299	)		(47,078	)		(48,503	)		95,581			(47,299	)
Comprehensive income (loss) attributable to common shareholders	$	(3,648	)	$	20,246		$	(5,631	)	$	(14,615	)	$	(3,648	)

	Nine Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	705,703		$	606,381		$	(180,131	)	$	1,131,953
Cost of goods sold		—			409,801			349,003			(175,896	)		582,908
Gross profit		—			295,902			257,378			(4,235	)		549,045
Selling, general and administrative expenses		39,683			182,882			109,861			539			332,965
Research and development expenses		—			35,103			4,912			—			40,015
Goodwill impairment		—			331,779			349			—			332,128
Restructuring and other impairment charges		—			(580	)		664			—			84
Gain on sales of businesses and assets		(116,193	)		(150,310	)		(332	)		266,503			(332	)
Income (loss) from continuing operations before interest and taxes		76,510			(102,972	)		141,924			(271,277	)		(155,815	)
Interest expense		109,206			(59,728	)		5,466			—			54,944
Interest income		(360	)		(8	)		(956	)		—			(1,324	)
Income (loss) from continuing operations before taxes		(32,336	)		(43,236	)		137,414			(271,277	)		(209,435	)
Taxes (benefit) on income (loss) from continuing operations		(51,685	)		34,932			21,306			(1,592	)		2,961
Equity in net income of consolidated subsidiaries		(238,187	)		100,706			—			137,481			—
Income (loss) from continuing operations		(218,838	)		22,538			116,108			(132,204	)		(212,396	)
Operating income (loss) from discontinued operations		(1,180	)		(9,171	)		2,400			—			(7,951	)
Benefit on income (loss) from discontinued operations		(638	)		(935	)		(95	)		—			(1,668	)
Income (loss) from discontinued operations		(542	)		(8,236	)		2,495			—			(6,283	)
Net income (loss)		(219,380	)		14,302			118,603			(132,204	)		(218,679	)
Less: Income from continuing operations attributable to noncontrolling interests		—			—			701			—			701
Net income (loss) attributable to common shareholders		(219,380	)		14,302			117,902			(132,204	)		(219,380	)
Other comprehensive income attributable to common shareholders		20,525			7,136			6,510			(13,646	)		20,525
Comprehensive income (loss) attributable to common shareholders	$	(198,855	)	$	21,438		$	124,412		$	(145,850	)	$	(198,855	)

	Nine Months Ended September 25, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	688,620		$	585,860		$	(184,990	)	$	1,089,490
Cost of goods sold		—			417,464			333,309			(180,311	)		570,462
Gross profit		—			271,156			252,551			(4,679	)		519,028
Selling, general and administrative expenses		28,321			173,004			110,918			887			313,130
Research and development expenses		—			30,014			5,788			—			35,802
Restructuring and other impairment charges		11			1,686			1,901			—			3,598
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes		(28,332	)		66,452			133,944			(5,566	)		166,498
Interest expense		89,697			(39,002	)		413			—			51,108
Interest income		(247	)		(55	)		(374	)		—			(676	)
Loss on extinguishments of debt		15,413			—			—			—			15,413
Income (loss) from continuing operations before taxes		(133,195	)		105,509			133,905			(5,566	)		100,653
Taxes (benefit) on income (loss) from continuing operations		(49,333	)		36,784			37,621			(1,938	)		23,134
Equity in net income of consolidated subsidiaries		265,907			150,761			—			(416,668	)		—
Income from continuing operations		182,045			219,486			96,284			(420,296	)		77,519
Operating income (loss) from discontinued operations		(52,424	)		40,678			87,451			—			75,705
Taxes (benefit) on income (loss) from discontinued operations		(25,912	)		6,523			15,867			—			(3,522	)
Income (loss) from discontinued operations		(26,512	)		34,155			71,584			—			79,227
Net income		155,533			253,641			167,868			(420,296	)		156,746
Less: Income from continuing operations attributable to noncontrolling interests		—			—			770			—			770
Income from discontinued operations attributable to noncontrolling interest		—			—			443			—			443
Net income attributable to common shareholders		155,533			253,641			166,655			(420,296	)		155,533
Other comprehensive income (loss) attributable to common shareholders		955			(20,172	)		(19,592	)		39,764			955
Comprehensive income attributable to common shareholders	$	156,488		$	233,469		$	147,063		$	(380,532	)	$	156,488

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2012
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	123,254	$	—	$	511,575	$	—		$	634,829
Accounts receivable, net		335		755,506		386,375		(875,269	)		266,947
Inventories, net		—		188,158		121,247		(13,794	)		295,611
Prepaid expenses and other current assets		4,896		3,425		15,040		—			23,361
Prepaid taxes		20,949		—		13,794		2			34,745
Deferred tax assets		3,642		19,697		6,361		—			29,700
Assets held for sale		—		2,738		5,123		—			7,861
Total current assets		153,076		969,524		1,059,515		(889,061	)		1,293,054
Property, plant and equipment, net		7,146		159,313		100,933		—			267,392
Goodwill		—		670,358		443,582		—			1,113,940
Intangibles assets, net		—		764,153		166,763		—			930,916
Investments in affiliates		5,127,455		1,253,393		20,234		(6,399,311	)		1,771
Deferred tax assets		71,933		—		2,405		(74,045	)		293
Other assets		34,557		2,656,306		679,530		(3,306,970	)		63,423
Total assets	$	5,394,167	$	6,473,047	$	2,472,962	$	(10,669,387	)	$	3,670,789
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,700	$	—		$	4,700
Accounts payable		79,776		839,834		22,255		(878,162	)		63,703
Accrued expenses		15,582		16,507		31,026		—			63,115
Current portion of contingent consideration		—		20,171		1,421		—			21,592
Payroll and benefit-related liabilities		31,790		9,651		26,165		—			67,606
Derivative liabilities		957		—		—		—			957
Accrued interest		9,768		—		4		—			9,772
Income taxes payable		—		—		11,980		—			11,980
Current liability for uncertain tax positions		—		—		4,201		—			4,201
Deferred tax liabilities		—		—		1,051		—			1,051
Total current liabilities		137,873		886,163		102,803		(878,162	)		248,677
Long-term borrowings		962,596		—		—		—			962,596
Deferred tax liabilities		—		411,849		55,388		(74,045	)		393,192
Pension and other postretirement benefit liabilities		130,096		33,826		14,842		—			178,764
Noncurrent liability for uncertain tax positions		14,469		18,679		30,343		—			63,491
Other liabilities		2,396,177		37,317		945,946		(3,310,770	)		68,670
Total liabilities		3,641,211		1,387,834		1,149,322		(4,262,977	)		1,915,390
Total common shareholders’ equity		1,752,956		5,085,213		1,321,197		(6,406,410	)		1,752,956
Noncontrolling interest		—		—		2,443		—			2,443
Total equity		1,752,956		5,085,213		1,323,640		(6,406,410	)		1,755,399
Total liabilities and equity	$	5,394,167	$	6,473,047	$	2,472,962	$	(10,669,387	)	$	3,670,789

	December 31, 2011
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	114,531	$	—	$	469,557	$	—		$	584,088
Accounts receivable, net		269		304,813		464,834		(483,690	)		286,226
Inventories, net		—		201,147		107,188		(9,560	)		298,775
Prepaid expenses and other current assets		7,203		3,675		22,527		—			33,405
Prepaid taxes		24,006		—		4,869		(29	)		28,846
Deferred tax assets		8,659		26,886		5,883		(414	)		41,014
Assets held for sale		—		2,738		5,164		—			7,902
Total current assets		154,668		539,259		1,080,022		(493,693	)		1,280,256
Property, plant and equipment, net		8,208		149,300		94,404		—			251,912
Goodwill		—		1,001,353		437,189		—			1,438,542
Intangibles assets, net		—		711,962		167,825		—			879,787
Investments in affiliates		5,244,275		922,208		20,327		(6,184,802	)		2,008
Deferred tax assets		65,400		—		2,387		(67,509	)		278
Other assets		42,183		2,534,124		164,662		(2,669,649	)		71,320
Total assets	$	5,514,734	$	5,858,206	$	1,966,816	$	(9,415,653	)	$	3,924,103
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,986	$	—		$	4,986
Accounts payable		101,907		387,612		64,694		(487,121	)		67,092
Accrued expenses		23,208		21,454		29,545		—			74,207
Current portion of contingent consideration		—		3,953		—		—			3,953
Payroll and benefit-related liabilities		24,031		13,867		26,488		—			64,386
Derivative liabilities		633		—		—		—			633
Accrued interest		10,948		—		12		—			10,960
Income taxes payable		—		—		21,113		(29	)		21,084
Current liability for uncertain tax positions		—		—		22,656		—			22,656
Deferred tax liabilities		—		—		1,465		(415	)		1,050
Total current liabilities		160,727		426,886		170,959		(487,565	)		271,007
Long-term borrowings		954,809		—		—		—			954,809
Deferred tax liabilities		—		433,078		55,264		(67,509	)		420,833
Pension and other postretirement benefit liabilities		145,533		34,034		15,417		—			194,984
Noncurrent liability for uncertain tax positions		12,678		18,437		30,573		—			61,688
Other liabilities		2,260,399		5,583		443,875		(2,671,858	)		37,999
Total liabilities		3,534,146		918,018		716,088		(3,226,932	)		1,941,320
Total common shareholders’ equity		1,980,588		4,940,188		1,248,533		(6,188,721	)		1,980,588
Noncontrolling interest		—		—		2,195		—			2,195
Total equity		1,980,588		4,940,188		1,250,728		(6,188,721	)		1,982,783
Total liabilities and equity	$	5,514,734	$	5,858,206	$	1,966,816	$	(9,415,653	)	$	3,924,103

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Nine Months Ended September 30, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(123,496	)	$	179,665		$	82,963		$	139,132
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(6,952	)		(26,238	)		(12,902	)		(46,092	)
Proceeds from sales of businesses and assets, net of cash sold		4,301			45,149			17,155			66,605
Payments for businesses and intangibles acquired, net of cash acquired		—			(59,334	)		(3,293	)		(62,627	)
Investments in affiliates		(80	)		—			—			(80	)
Net cash (used in) provided by investing activities from continuing operations		(2,731	)		(40,423	)		960			(42,194	)
Cash Flows from Financing Activities of Continuing Operations:
Decrease in notes payable and current borrowings		—			(421	)		(285	)		(706	)
Proceeds from stock compensation plans		7,714			—			—			7,714
Dividends		(41,661	)		—			—			(41,661	)
Intercompany transactions		179,626			(140,722	)		(38,904	)		—
Net cash provided by (used in) financing activities from continuing operations		145,679			(141,143	)		(39,189	)		(34,653	)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(10,729	)		4,252			—			(6,477	)
Net cash used in investing activities		—			(2,351	)		—			(2,351	)
Net cash (used in) provided by discontinued operations		(10,729	)		1,901			—			(8,828	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(2,716	)		(2,716	)
Net increase in cash and cash equivalents		8,723			—			42,018			50,741
Cash and cash equivalents at the beginning of the period		114,531			—			469,557			584,088
Cash and cash equivalents at the end of the period	$	123,254		$	—		$	511,575		$	634,829

	Nine Months Ended September 25, 2011
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(94,929	)	$	88,058		$	67,091		$	60,220
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(164	)		(18,025	)		(9,119	)		(27,308	)
Proceeds from sales of businesses and assets, net of cash sold		—			62,044			38,861			100,905
Payments for businesses and intangibles acquired, net of cash acquired		—			(30,570	)		—			(30,570	)
Net cash (used in) provided by investing activities from continuing operations		(164	)		13,449			29,742			43,027
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		515,000			—			—			515,000
Repayment in long-term borrowings		(455,800	)		—			—			(455,800	)
Debt and equity issuance and amendment costs		(18,510	)		—			—			(18,510	)
Proceeds from stock compensation plans		32,930			—			—			32,930
Dividends		(41,278	)		—			—			(41,278	)
Intercompany transactions		195,311			(106,719	)		(88,592	)		—
Net cash provided by (used in) financing activities from continuing operations		227,653			(106,719	)		(88,592	)		32,342
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(3,199	)		6,681			25,064			28,546
Net cash used in investing activities		(3	)		(253	)		(1,741	)		(1,997	)
Net cash (used in) provided by discontinued operations		(3,202	)		6,428			23,323			26,549
Effect of exchange rate changes on cash and cash equivalents		—			—			1,109			1,109
Net increase in cash and cash equivalents		129,358			1,216			32,673			163,247
Cash and cash equivalents at the beginning of the period		22,632			—			185,820			208,452
Cash and cash equivalents at the end of the period	$	151,990		$	1,216		$	218,493		$	371,699