Condensed consolidated guarantor financial information

9 Months Ended

Sep. 29, 2013

Condensed consolidated guarantor financial information

Note 16 — 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 nine months ended September 29, 2013 and September 30, 2012, condensed consolidated balance sheets as of September 29, 2013 and December 31, 2012 and condensed consolidated statements of cash flows for the nine month periods ended September 29, 2013 and September 30, 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 September 29, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	237,949		$	238,254		$	(62,407	)	$	413,796
Cost of goods sold		—			139,501			130,825			(60,522	)		209,804
Gross profit		—			98,448			107,429			(1,885	)		203,992
Selling, general and administrative expenses		14,088			62,701			38,167			272			115,228
Research and development expenses		—			13,161			2,477			—			15,638
Restructuring and other impairment charges		828			3,834			2,422			—			7,084
Income (loss) from continuing operations before interest and taxes		(14,916	)		18,752			64,363			(2,157	)		66,042
Interest expense		33,492			(21,204	)		1,660			—			13,948
Interest income		3			(3	)		(144	)		—			(144	)
Loss on extinguishments of debt		1,250			—			—			—			1,250
Income (loss) from continuing operations before taxes		(49,661	)		39,959			62,847			(2,157	)		50,988
Taxes (benefit) on income (loss) from continuing operations		(18,446	)		14,261			9,962			(568	)		5,209
Equity in net income of consolidated subsidiaries		76,448			48,367			319			(125,134	)		—
Income from continuing operations		45,233			74,065			53,204			(126,723	)		45,779
Operating income (loss) from discontinued operations		364			—			(326	)		—			38
Taxes (benefit) on income (loss) from discontinued operations		(977	)		(170	)		156			—			(991	)
Income (loss) from discontinued operations		1,341			170			(482	)		—			1,029
Net income		46,574			74,235			52,722			(126,723	)		46,808
Less: Income from continuing operations attributable to noncontrolling interests		—			—			234			—			234
Net income attributable to common shareholders		46,574			74,235			52,488			(126,723	)		46,574
Other comprehensive income attributable to common shareholders		24,375			30,034			21,442			(51,476	)		24,375
Comprehensive income attributable to common shareholders	$	70,949		$	104,269		$	73,930		$	(178,199	)	$	70,949

	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

	Nine Months Ended September 29, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Eliminations			Condensed Consolidated
	(Dollars in thousands)
Net revenues	$	—		$	740,817		$	708,206		$	(203,291	)	$	1,245,732
Cost of goods sold		—			435,937			398,720			(202,927	)		631,730
Gross profit		—			304,880			309,486			(364	)		614,002
Selling, general and administrative expenses		45,915			189,193			123,257			66			358,431
Research and development expenses		—			40,250			6,919			—			47,169
Restructuring and other impairment charges		828			13,112			15,265			—			29,205
Income (loss) from continuing operations before interest and taxes		(46,743	)		62,325			164,045			(430	)		179,197
Interest expense		100,682			(63,348	)		5,232			—			42,566
Interest income		—			(3	)		(455	)		—			(458	)
Loss on extinguishments of debt		1,250			—			—			—			1,250
Income (loss) from continuing operations before taxes		(148,675	)		125,676			159,268			(430	)		135,839
Taxes (benefit) on income (loss) from continuing operations		(54,192	)		42,241			30,701			208			18,958
Equity in net income of consolidated subsidiaries		210,701			114,116			319			(325,136	)		—
Income from continuing operations		116,218			197,551			128,886			(325,774	)		116,881
Operating income (loss) from discontinued operations		(1,788	)		—			42			—			(1,746	)
Taxes (benefit) on income (loss) from discontinued operations		(1,623	)		(170	)		246			—			(1,547	)
Income (loss) from discontinued operations		(165	)		(170	)		(204	)		—			(199	)
Net income		116,053			197,721			128,682			(325,774	)		116,682
Less: Income from continuing operations attributable to noncontrolling interests		—			—			629			—			629
Net income attributable to common shareholders		116,053			197,721			128,053			(325,774	)		116,053
Other comprehensive loss attributable to common shareholders		(6,335	)		(3,316	)		(5,930	)		9,246			(6,335	)
Comprehensive income attributable to common shareholders	$	109,718		$	194,405		$	122,123		$	(316,528	)	$	109,718

	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	)

TELEFLEX INCORPORATED AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 29, 2013
	Parent Company		Guarantor Subsidiaries		Non-Guarantor Subsidiaries		Eliminations			Condensed Consolidated
	(Dollars in thousands)
ASSETS
Current assets
Cash and cash equivalents	$	17,083	$	—	$	309,354	$	—		$	326,437
Accounts receivable, net		1,354		885,118		558,276		(1,131,042	)		313,706
Inventories, net		—		213,769		148,603		(16,256	)		346,116
Prepaid expenses and other current assets		9,756		5,296		18,341		—			33,393
Prepaid taxes		22,615		—		13,624		—			36,239
Deferred tax assets		13,345		21,728		9,073		(24	)		44,122
Assets held for sale		1,775		3,478		5,182		—			10,435
Total current assets		65,928		1,129,389		1,062,453		(1,147,322	)		1,110,448
Property, plant and equipment, net		10,222		190,874		119,446		—			320,542
Goodwill		—		703,258		538,135		—			1,241,393
Intangibles assets, net		—		752,049		296,105		—			1,048,154
Investments in affiliates		5,426,913		1,351,908		21,396		(6,798,514	)		1,703
Deferred tax assets		58,565		—		3,975		(61,608	)		932
Other assets		36,901		2,774,009		468,658		(3,214,377	)		65,191
Total assets	$	5,598,529	$	6,901,487	$	2,510,168	$	(11,221,821	)	$	3,788,363
LIABILITIES AND EQUITY
Current liabilities
Current borrowings	$	—	$	—	$	4,700	$	—		$	4,700
Accounts payable		85,337		994,662		124,924		(1,134,140	)		70,783
Accrued expenses		16,684		23,313		37,763		—			77,760
Current portion of contingent consideration		—		4,079		629		—			4,708
Payroll and benefit-related liabilities		29,098		8,760		28,246		—			66,104
Accrued interest		8,979		—		4		—			8,983
Income taxes payable		—		—		20,964		—			20,964
Other current liabilities		7,528		2,965		3,354		(24	)		13,823
Total current liabilities		147,626		1,033,779		220,584		(1,134,164	)		267,825
Long-term borrowings		980,688		—		—		—			980,688
Deferred tax liabilities		—		421,168		57,518		(61,608	)		417,078
Pension and other postretirement benefit liabilities		97,783		37,108		19,075		—			153,966
Noncurrent liability for uncertain tax positions		13,133		17,549		27,980		—			58,662
Other liabilities		2,499,260		16,021		749,499		(3,216,898	)		47,882
Total liabilities		3,738,490		1,525,625		1,074,656		(4,412,670	)		1,926,101
Total common shareholders’ equity		1,860,039		5,375,862		1,433,289		(6,809,151	)		1,860,039
Noncontrolling interest		—		—		2,223		—			2,223
Total equity		1,860,039		5,375,862		1,435,512		(6,809,151	)		1,862,262
Total liabilities and equity	$	5,598,529	$	6,901,487	$	2,510,168	$	(11,221,821	)	$	3,788,363

	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

	Nine Months Ended September 29, 2013
	Parent Company			Guarantor Subsidiaries			Non-Guarantor Subsidiaries			Condensed Consolidated
	(Dollars in thousands)
Net cash (used in) provided by operating activities from continuing operations	$	(88,608	)	$	86,327		$	136,498		$	134,217
Cash Flows from Investing Activities of Continuing Operations:
Expenditures for property, plant and equipment		(799	)		(42,854	)		(10,987	)		(54,640	)
Investments in affiliates		(50	)		—			—			(50	)
Payments for businesses and intangibles acquired, net of cash acquired		—			(1,820	)		(38,630	)		(40,450	)
Net cash used in investing activities from continuing operations		(849	)		(44,674	)		(49,617	)		(95,140	)
Cash Flows from Financing Activities of Continuing Operations:
Proceeds from long-term borrowings		382,000			—			—			382,000
Repayment of long-term borrowings		(375,000	)		—			—			(375,000	)
Debt extinguishment, issuance and amendment fees		(6,365	)		—			—			(6,365	)
Proceeds from stock compensation plans		6,395			—			—			6,395
Dividends		(41,915	)		—			—			(41,915	)
Payments for contingent consideration		—			(14,802	)		(1,565	)		(16,367	)
Payments to noncontrolling interest shareholders		—			—			(736	)		(736	)
Intercompany transactions		72,132			(28,840	)		(43,292	)		—
Net cash provided by (used in) financing activities from continuing operations		37,247			(43,642	)		(45,593	)		(51,988	)
Cash Flows from Discontinued Operations:
Net cash used in operating activities		(1,567	)		—			(600	)		(2,167	)
Net cash used in discontinued operations		(1,567	)		—			(600	)		(2,167	)
Effect of exchange rate changes on cash and cash equivalents		—			—			4,476			4,476
Net (decrease) increase in cash and cash equivalents		(53,777	)		(1,989	)		45,164			(10,602	)
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	$	17,083		$	—		$	309,354		$	326,437

	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		—			(52,404	)		(3,293	)		(55,697	)
Investments in affiliates		(80	)		—			—			(80	)
Net cash (used in) provided by investing activities from continuing operations		(2,731	)		(33,493	)		960			(35,264	)
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
Payments for contingent consideration		—			(6,930	)		—			(6,930	)
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			(148,073	)		(39,189	)		(41,583	)
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