Condensed consolidated guarantor financial information

6 Months Ended

Jun. 30, 2013

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 directly or indirectly 100% owned by the Parent Company. The Company’s condensed consolidated statements of income (loss) and comprehensive income (loss) for the three and six months ended June 30, 2013 and July 1, 2012, condensed consolidated balance sheets as of June 30, 2013 and December 31, 2012 and condensed consolidated statements of cash flows for the six month periods ended June 30, 2013 and July 1, 2012, 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, 2012 are used by the Parent Company and each of its subsidiaries in connection with 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 (LOSS) AND COMPREHENSIVE INCOME (LOSS)

	Three Months Ended June 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	248,012		$	239,147		$	(67,100	)	$	420,059
Cost of goods sold		—			143,732			136,322			(69,485	)		210,569
Gross profit		—			104,280			102,825			2,385			209,490
Selling, general and administrative expenses		14,899			59,336			42,418			(400	)		116,253
Research and development expenses		—			14,082			2,442			—			16,524
Restructuring and other impairment charges		—			1,511			11,451			—			12,962
Income (loss) from continuing operations before interest and taxes		(14,899	)		29,351			46,514			2,785			63,751
Interest expense		33,655			(21,017	)		1,787			—			14,425
Interest income		3			—			(160	)		—			(157	)
Income (loss) from continuing operations before taxes		(48,557	)		50,368			44,887			2,785			49,483
Taxes (benefit) on income (loss) from continuing operations		(17,287	)		13,729			9,515			125			6,082
Equity in net income of consolidated subsidiaries		74,433			31,599			—			(106,032	)		—
Income from continuing operations		43,163			68,238			35,372			(103,372	)		43,401
Operating loss from discontinued operations		(1,026	)		—			—			—			(1,026	)
Taxes (benefit) on loss from discontinued operations		(304	)		—			44			—			(260	)
Loss from discontinued operations		(722	)		—			(44	)		—			(766	)
Net income		42,441			68,238			35,328			(103,372	)		42,635
Less: Income from continuing operations attributable to noncontrolling interests		—			—			194			—			194
Net income attributable to common shareholders		42,441			68,238			35,134			(103,372	)		42,441
Other comprehensive loss attributable to common shareholders		(5,234	)		(1,224	)		(3,559	)		4,783			(5,234	)
Comprehensive income attributable to common shareholders	$	37,207		$	67,014		$	31,575		$	(98,589	)	$	37,207

	Three Months Ended July 1, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	235,051		$	204,785		$	(56,504	)	$	383,332
Cost of goods sold		—			137,054			118,186			(56,272	)		198,968
Gross profit		—			97,997			86,599			(232	)		184,364
Selling, general and administrative expenses		12,929			59,789			32,580			653			105,951
Research and development expenses		—			12,012			1,690			—			13,702
Restructuring and other impairment charges		—			280			41			—			321
Gain on sales of businesses and assets		(116,194	)		—			(332	)		116,194			(332	)
Income from continuing operations before interest and taxes		103,265			25,916			52,620			(117,079	)		64,722
Interest expense		36,626			(20,054	)		1,668			—			18,240
Interest income		(128	)		—			(378	)		—			(506	)
Income from continuing operations before taxes		66,767			45,970			51,330			(117,079	)		46,988
Taxes (benefit) on income from continuing operations		(17,209	)		16,829			723			(621	)		(278	)
Equity in net income of consolidated subsidiaries		(40,616	)		47,764			—			(7,148	)		—
Income from continuing operations		43,360			76,905			50,607			(123,606	)		47,266
Operating income (loss) from discontinued operations		(1,037	)		(9,265	)		2,253			—			(8,049	)
Taxes (benefit) on income (loss) from discontinued operations		(290	)		(3,521	)		129			—			(3,682	)
Income (loss) from discontinued operations		(747	)		(5,744	)		2,124			—			(4,367	)
Net income		42,613			71,161			52,731			(123,606	)		42,899
Less: Income from continuing operations attributable to noncontrolling interests		—			—			286			—			286
Net income attributable to common shareholders		42,613			71,161			52,445			(123,606	)		42,613
Other comprehensive loss attributable to common shareholders		(62,945	)		(76,659	)		(62,453	)		139,112			(62,945	)
Comprehensive loss attributable to common shareholders	$	(20,332	)	$	(5,498	)	$	(10,008	)	$	15,506		$	(20,332	)

	Six Months Ended June 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	502,868		$	469,952		$	(140,884	)	$	831,936
Cost of goods sold		—			296,436			267,895			(142,405	)		421,926
Gross profit		—			206,432			202,057			1,521			410,010
Selling, general and administrative expenses		31,827			126,492			85,090			(206	)		243,203
Research and development expenses		—			27,089			4,442			—			31,531
Restructuring and other impairment charges		—			9,278			12,843			—			22,121
Income (loss) from continuing operations before interest and taxes		(31,827	)		43,573			99,682			1,727			113,155
Interest expense		67,190			(42,144	)		3,572			—			28,618
Interest income		(3	)		—			(311	)		—			(314	)
Income (loss) from continuing operations before taxes		(99,014	)		85,717			96,421			1,727			84,851
Taxes (benefit) on income (loss) from continuing operations		(35,746	)		27,980			20,739			776			13,749
Equity in net income of consolidated subsidiaries		134,253			65,749			—			(200,002	)		—
Income from continuing operations		70,985			123,486			75,682			(199,051	)		71,102
Operating income (loss) from discontinued operations		(2,152	)		—			368			—			(1,784	)
Taxes (benefit) on income (loss) from discontinued operations		(646	)		—			90			—			(556	)
Income (loss) from discontinued operations		(1,506	)		—			278			—			(1,228	)
Net income		69,479			123,486			75,960			(199,051	)		69,874
Less: Income from continuing operations attributable to noncontrolling interests		—			—			395			—			395
Net income attributable to common shareholders		69,479			123,486			75,565			(199,051	)		69,479
Other comprehensive loss attributable to common shareholders		(30,710	)		(33,350	)		(27,372	)		60,722			(30,710	)
Comprehensive income attributable to common shareholders	$	38,769		$	90,136		$	48,193		$	(138,329	)	$	38,769

	Six Months Ended July 1, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	473,548		$	409,706		$	(119,355	)	$	763,899
Cost of goods sold		—			278,961			233,622			(117,162	)		395,421
Gross profit		—			194,587			176,084			(2,193	)		368,478
Selling, general and administrative expenses		28,569			121,377			67,831			310			218,087
Research and development expenses		—			21,919			3,336			—			25,255
Goodwill impairment		—			331,779			349			—			332,128
Restructuring and other impairment charges		—			(1,650	)		646			—			(1,004	)
Gain on sales of businesses and assets		(116,194	)		—			(332	)		116,194			(332	)
Income (loss) from continuing operations before interest and taxes		87,625			(278,838	)		104,254			(118,697	)		(205,656	)
Interest expense		73,101			(40,240	)		3,590			—			36,451
Interest income		(253	)		(8	)		(723	)		—			(984	)
Income (loss) from continuing operations before taxes		14,777			(238,590	)		101,387			(118,697	)		(241,123	)
Taxes (benefit) on income (loss) from continuing operations		(35,061	)		17,193			14,495			(903	)		(4,276	)
Equity in net income of consolidated subsidiaries		(290,814	)		78,760			—			212,054			—
Income (loss) from continuing operations		(240,976	)		(177,023	)		86,892			94,260			(236,847	)
Operating income (loss) from discontinued operations		(91	)		(9,429	)		2,400			—			(7,120	)
Taxes (benefit) on income (loss) from discontinued operations		55			(3,584	)		171			—			(3,358	)
Income (loss) from discontinued operations		(146	)		(5,845	)		2,229			—			(3,762	)
Net income (loss)		(241,122	)		(182,868	)		89,121			94,260			(240,609	)
Less: Income from continuing operations attributable to noncontrolling interests		—			—			513			—			513
Net income (loss) attributable to common shareholders		(241,122	)		(182,868	)		88,608			94,260			(241,122	)
Other comprehensive loss attributable to common shareholders		(28,902	)		(43,257	)		(34,766	)		78,023			(28,902	)
Comprehensive income (loss) attributable to common shareholders	$	(270,024	)	$	(226,125	)	$	53,842		$	172,283		$	(270,024	)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2013
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	28,093	$	—	$	253,325	$	—		$	281,418
Accounts receivable, net		1,325		845,867		540,488		(1,075,799	)		311,881
Inventories, net		—		213,247		149,733		(14,372	)		348,608
Prepaid expenses and other current assets		7,010		4,735		16,025		—			27,770
Prepaid taxes		15,872		—		17,251		—			33,123
Deferred tax assets		14,051		24,227		7,693		—			45,971
Assets held for sale		—		2,740		5,195		—			7,935
Total current assets		66,351		1,090,816		989,710		(1,090,171	)		1,056,706
Property, plant and equipment, net		7,347		185,529		118,588		—			311,464
Goodwill		—		710,786		529,806		—			1,240,592
Intangibles assets, net		—		758,520		294,325		—			1,052,845
Investments in affiliates		5,326,916		1,290,138		21,263		(6,636,427	)		1,890
Deferred tax assets		58,641		—		2,994		(61,549	)		86
Other assets		32,229		2,738,907		476,276		(3,186,858	)		60,554
Total assets	$	5,491,484	$	6,774,696	$	2,432,962	$	(10,975,005	)	$	3,724,137
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,700	$	—		$	4,700
Accounts payable		81,392		957,737		116,534		(1,079,170	)		76,493
Accrued expenses		17,613		23,912		36,625		—			78,150
Current portion of contingent consideration		—		11,761		608		—			12,369
Payroll and benefit-related liabilities		26,876		7,356		26,883		—			61,115
Accrued interest		8,956		—		4		—			8,960
Income taxes payable		—		—		17,917		—			17,917
Other current liabilities		1,212		427		1,892		—			3,531
Total current liabilities		136,049		1,001,193		205,163		(1,079,170	)		263,235
Long-term borrowings		970,825		—		—		—			970,825
Deferred tax liabilities		—		418,108		56,987		(61,549	)		413,546
Pension and other postretirement benefit liabilities		99,994		37,598		18,831		—			156,423
Noncurrent liability for uncertain tax positions		14,496		25,728		26,928		—			67,152
Other liabilities		2,470,688		20,372		749,181		(3,188,812	)		51,429
Total liabilities		3,692,052		1,502,999		1,057,090		(4,329,531	)		1,922,610
Total common shareholders’ equity		1,799,432		5,271,697		1,373,777		(6,645,474	)		1,799,432
Noncontrolling interest		—		—		2,095		—			2,095
Total equity		1,799,432		5,271,697		1,375,872		(6,645,474	)		1,801,527
Total liabilities and equity	$	5,491,484	$	6,774,696	$	2,432,962	$	(10,975,005	)	$	3,724,137

	December 31, 2012
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	70,860	$	1,989	$	264,190	$	—		$	337,039
Accounts receivable, net		2,147		774,280		511,609		(990,060	)		297,976
Inventories, net		—		202,748		136,492		(15,893	)		323,347
Prepaid expenses and other current assets		7,769		5,294		15,649		—			28,712
Prepaid taxes		11,079		—		19,217		(3,136	)		27,160
Deferred tax assets		13,987		27,130		6,810		(1,045	)		46,882
Assets held for sale		—		2,738		5,225		—			7,963
Total current assets		105,842		1,014,179		959,192		(1,010,134	)		1,069,079
Property, plant and equipment, net		7,258		168,451		122,236		—			297,945
Goodwill		—		702,947		546,509		—			1,249,456
Intangibles assets, net		—		782,631		276,161		—			1,058,792
Investments in affiliates		5,226,567		1,281,201		21,379		(6,527,081	)		2,066
Deferred tax assets		59,644		—		3,197		(62,545	)		296
Other assets		33,937		2,707,264		720,184		(3,399,522	)		61,863
Total assets	$	5,433,248	$	6,656,673	$	2,648,858	$	(10,999,282	)	$	3,739,497
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,700	$	—		$	4,700
Accounts payable		80,495		873,754		114,140		(993,224	)		75,165
Accrued expenses		11,338		20,471		33,255		—			65,064
Current portion of contingent consideration		—		21,115		2,578		—			23,693
Payroll and benefit-related liabilities		24,633		19,799		30,154		—			74,586
Accrued interest		9,413		—		5		—			9,418
Income taxes payable		—		—		18,709		(3,136	)		15,573
Other current liabilities		598		1,131		5,522		(1,045	)		6,206
Total current liabilities		126,477		936,270		209,063		(997,405	)		274,405
Long-term borrowings		965,280		—		—		—			965,280
Deferred tax liabilities		—		427,146		54,664		(62,544	)		419,266
Pension and other postretirement benefit liabilities		114,257		37,269		19,420		—			170,946
Noncurrent liability for uncertain tax positions		13,131		28,440		26,721		—			68,292
Other liabilities		2,435,153		35,543		991,327		(3,402,252	)		59,771
Total liabilities		3,654,298		1,464,668		1,301,195		(4,462,201	)		1,957,960
Total common shareholders’ equity		1,778,950		5,192,005		1,345,076		(6,537,081	)		1,778,950
Noncontrolling interest		—		—		2,587		—			2,587
Total equity		1,778,950		5,192,005		1,347,663		(6,537,081	)		1,781,537
Total liabilities and equity	$	5,433,248	$	6,656,673	$	2,648,858	$	(10,999,282	)	$	3,739,497

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	Six Months Ended June 30, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(61,271	)	$	46,124		$	69,984		$	54,837
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(711	)		(28,617	)		(7,569	)		(36,897	)
Investments in affiliates		(50	)		—			—			(50	)
Payments for businesses and intangibles acquired, net of cash acquired		—			1,500			(38,454	)		(36,954	)
Net cash used in investing activities from continuing operations		(761	)		(27,117	)		(46,023	)		(73,901	)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from stock compensation plans		5,298			—			—			5,298
Dividends		(27,944	)		—			—			(27,944	)
Payments for contingent consideration		—			(7,922	)		(1,565	)		(9,487	)
Payments to noncontrolling interest shareholders		—			—			(736	)		(736	)
Intercompany transactions		42,748			(13,074	)		(29,674	)		—
Net cash provided by (used in) financing activities from continuing operations		20,102			(20,996	)		(31,975	)		(32,869	)
Cash Flows from Discontinued Operations:
Net cash used in operating activities		(837	)		—			(600	)		(1,437	)
Net cash used in discontinued operations		(837	)		—			(600	)		(1,437	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(2,251	)		(2,251	)
Net decrease in cash and cash equivalents		(42,767	)		(1,989	)		(10,865	)		(55,621	)
Cash and cash equivalents at the beginning of the period		70,860			1,989			264,190			337,039
Cash and cash equivalents at the end of the period	$	28,093		$	—		$	253,325		$	281,418

	Six Months Ended July 1, 2012
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(76,757	)	$	109,847		$	56,148		$	89,238
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(4,349	)		(15,700	)		(8,844	)		(28,893	)
Proceeds from sales of businesses and assets, net of cash sold		—			—			17,155			17,155
Payments for businesses and intangibles acquired, net of cash acquired		—			(52,404	)		(3,293	)		(55,697	)
Net cash (used in) provided by investing activities from continuing operations		(4,349	)		(68,104	)		5,018			(67,435	)
Cash Flows from Financing Activities of Continuing Operations:
Decrease in notes payable and current borrowings		—			(421	)		(286	)		(707	)
Proceeds from stock compensation plans		4,091			—			—			4,091
Payments for contingent consideration		—			(6,930	)		—			(6,930	)
Dividends		(27,756	)		—			—			(27,756	)
Intercompany transactions		43,376			(33,555	)		(9,821	)		—
Net cash provided by (used in) financing activities from continuing operations		19,711			(40,906	)		(10,107	)		(31,302	)
Cash Flows from Discontinued Operations:
Net cash (used in) provided by operating activities		(9,475	)		1,284			—			(8,191	)
Net cash used in investing activities		—			(2,121	)		—			(2,121	)
Net cash used in discontinued operations		(9,475	)		(837	)		—			(10,312	)
Effect of exchange rate changes on cash and cash equivalents		—			—			(19,286	)		(19,286	)
Net (decrease) increase in cash and cash equivalents		(70,870	)		—			31,773			(39,097	)
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	$	43,661		$	—		$	501,330		$	544,991