EX-99.2 4 c15768exv99w2.htm EXHIBIT 99.2
Exhibit 99.2
TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
Note 16 — 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:

| i. |  | 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

| v. |  | 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 for the three month periods ending March 27, 2011 and March 28, 2010, respectively, our condensed consolidating balance sheets as of March 27, 2011 and December 31, 2010, respectively and our condensed consolidated statements of cash flows for the three month periods ending March 27, 2011 and March 28, 2010, respectively.

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TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF INCOME

|  | Three Months Ended March 27, 2011 |
|  |  |  |  |  | Guarantor |  |  | Non-Guarantor |  |  |  |  |  |  | Condensed |
|  | Issuer |  |  | Subsidiaries |  |  | Subsidiaries |  |  | Eliminations |  |  | Consolidated |
|  | (Dollars in thousands) |
Net revenues |  | $ | — |  |  | $ | 226,826 |  |  | $ | 216,512 |  |  | $ | (54,680 | ) |  | $ | 388,658 |
Cost of goods sold |  |  | — |  |  |  | 137,422 |  |  |  | 129,654 |  |  |  | (54,456 | ) |  |  | 212,620 |
Gross profit |  |  | — |  |  |  | 89,404 |  |  |  | 86,858 |  |  |  | (224 | ) |  |  | 176,038 |
Selling, general and administrative expenses |  |  | 9,751 |  |  |  | 59,465 |  |  |  | 39,959 |  |  |  | 656 |  |  |  | 109,831 |
Research and development expenses |  |  | — |  |  |  | 9,384 |  |  |  | 1,654 |  |  |  | — |  |  |  | 11,038 |
Restructuring and other impairment charges |  |  | — |  |  |  | 588 |  |  |  | 7 |  |  |  | — |  |  |  | 595 |
Income (loss) from continuing operations before interest, loss on extinguishments of debt and taxes |  |  | (9,751 | ) |  |  | 19,967 |  |  |  | 45,238 |  |  |  | (880 | ) |  |  | 54,574 |
Interest expense, net |  |  | 31,329 |  |  |  | (15,036 | ) |  |  | (242 | ) |  |  | — |  |  |  | 16,051 |
Loss on extinguishments of debt |  |  | 14,597 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 14,597 |
Income (loss) from continuing operations before taxes |  |  | (55,677 | ) |  |  | 35,003 |  |  |  | 45,480 |  |  |  | (880 | ) |  |  | 23,926 |
Taxes on income from continuing operations |  |  | (19,277 | ) |  |  | 13,939 |  |  |  | 13,055 |  |  |  | (1,291 | ) |  |  | 6,426 |
Equity in net income of consolidated subsidiaries |  |  | 135,365 |  |  |  | 73,039 |  |  |  | — |  |  |  | (208,404 | ) |  |  | — |
Income from continuing operations |  |  | 98,965 |  |  |  | 94,103 |  |  |  | 32,425 |  |  |  | (207,993 | ) |  |  | 17,500 |
Operating income from discontinued operations |  |  | (37,764 | ) |  |  | 39,411 |  |  |  | 57,210 |  |  |  | — |  |  |  | 58,857 |
Taxes on income from discontinued operations |  |  | (16,611 | ) |  |  | 6,127 |  |  |  | 8,647 |  |  |  | — |  |  |  | (1,837 | )
Income from discontinued operations |  |  | (21,153 | ) |  |  | 33,284 |  |  |  | 48,563 |  |  |  | — |  |  |  | 60,694 |
Net income |  |  | 77,812 |  |  |  | 127,387 |  |  |  | 80,988 |  |  |  | (207,993 | ) |  |  | 78,194 |
Less: Net income attributable to noncontrolling interests |  |  | — |  |  |  | — |  |  |  | 382 |  |  |  | — |  |  |  | 382 |
Net income attributable to common shareholders |  | $ | 77,812 |  |  | $ | 127,387 |  |  | $ | 80,606 |  |  | $ | (207,993 | ) |  | $ | 77,812 |

2

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TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

|  | Three Months Ended March 28, 2010 |
|  |  |  |  |  | Guarantor |  |  | Non-Guarantor |  |  |  |  |  |  | Condensed |
|  | Issuer |  |  | Subsidiaries |  |  | Subsidiaries |  |  | Eliminations |  |  | Consolidated |
|  | (Dollars in thousands) |
Net revenues |  | $ | — |  |  | $ | 219,285 |  |  | $ | 208,569 |  |  | $ | (60,522 | ) |  | $ | 367,332 |
Cost of goods sold |  |  | — |  |  |  | 121,704 |  |  |  | 123,980 |  |  |  | (55,249 | ) |  |  | 190,435 |
Gross profit |  |  | — |  |  |  | 97,581 |  |  |  | 84,589 |  |  |  | (5,273 | ) |  |  | 176,897 |
Selling, general and administrative expenses |  |  | 7,960 |  |  |  | 56,504 |  |  |  | 35,732 |  |  |  | 372 |  |  |  | 100,568 |
Research and development expenses |  |  | — |  |  |  | 8,160 |  |  |  | 1,151 |  |  |  | — |  |  |  | 9,311 |
Restructuring and other impairment charges |  |  | — |  |  |  | 298 |  |  |  | 165 |  |  |  | — |  |  |  | 463 |
Income (loss) from continuing operations before interest and taxes |  |  | (7,960 | ) |  |  | 32,619 |  |  |  | 47,541 |  |  |  | (5,645 | ) |  |  | 66,555 |
Interest expense, net |  |  | 32,070 |  |  |  | (18,191 | ) |  |  | 4,909 |  |  |  | — |  |  |  | 18,788 |
Income (loss) from continuing operations before taxes |  |  | (40,030 | ) |  |  | 50,810 |  |  |  | 42,632 |  |  |  | (5,645 | ) |  |  | 47,767 |
Taxes on income from continuing operations |  |  | (14,167 | ) |  |  | 20,072 |  |  |  | 12,479 |  |  |  | (4,137 | ) |  |  | 14,247 |
Equity in net income of consolidated subsidiaries |  |  | 66,341 |  |  |  | 20,448 |  |  |  | — |  |  |  | (86,789 | ) |  |  | — |
Income from continuing operations |  |  | 40,478 |  |  |  | 51,186 |  |  |  | 30,153 |  |  |  | (88,297 | ) |  |  | 33,520 |
Operating income from discontinued operations |  |  | (4,407 | ) |  |  | 13,022 |  |  |  | 4,838 |  |  |  | (173 | ) |  |  | 13,280 |
Taxes on income from discontinued operations |  |  | (1,601 | ) |  |  | 8,871 |  |  |  | 1,572 |  |  |  | — |  |  |  | 8,842 |
Income from discontinued operations |  |  | (2,806 | ) |  |  | 4,151 |  |  |  | 3,266 |  |  |  | (173 | ) |  |  | 4,438 |
Net income |  |  | 37,672 |  |  |  | 55,337 |  |  |  | 33,419 |  |  |  | (88,470 | ) |  |  | 37,958 |
Less: Net income attributable to noncontrolling interests |  |  | — |  |  |  | — |  |  |  | 286 |  |  |  | — |  |  |  | 286 |
Net income attributable to common shareholders |  | $ | 37,672 |  |  | $ | 55,337 |  |  | $ | 33,133 |  |  | $ | (88,470 | ) |  | $ | 37,672 |

3

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TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING BALANCE SHEETS

|  | March 27, 2011 |
|  |  |  |  |  | Guarantor |  |  | Non-Guarantor |  |  |  |  |  |  | Condensed |
|  | Issuer |  |  | Subsidiaries |  |  | Subsidiaries |  |  | Eliminations |  |  | Consolidated |
|  | (Dollars in thousands) |
ASSETS |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current assets |  | $ | 61,120 |  |  | $ | 496,457 |  |  | $ | 819,488 |  |  | $ | (451,147 | ) |  | $ | 925,918 |
Goodwill |  |  | — |  |  |  | 956,759 |  |  |  | 512,231 |  |  |  | — |  |  |  | 1,468,990 |
Intangibles assets, net |  |  | — |  |  |  | 714,628 |  |  |  | 213,008 |  |  |  | — |  |  |  | 927,636 |
Other noncurrent assets |  |  | 5,104,902 |  |  |  | 3,102,610 |  |  |  | 644,017 |  |  |  | (8,495,270 | ) |  |  | 356,259 |
Total assets |  | $ | 5,166,022 |  |  | $ | 5,270,454 |  |  | $ | 2,188,744 |  |  | $ | (8,946,417 | ) |  | $ | 3,678,803 |
LIABILITIES AND EQUITY |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Current liabilities |  | $ | 172,575 |  |  | $ | 379,365 |  |  | $ | 233,509 |  |  | $ | (443,543 | ) |  | $ | 341,906 |
Long-term borrowings |  |  | 822,473 |  |  |  | — |  |  |  | — |  |  |  | — |  |  |  | 822,473 |
Deferred tax liabilities |  |  | — |  |  |  | 358,589 |  |  |  | 75,555 |  |  |  | (47,143 | ) |  |  | 387,001 |
Other noncurrent liabilities |  |  | 2,286,264 |  |  |  | 57,176 |  |  |  | 718,164 |  |  |  | (2,823,169 | ) |  |  | 238,435 |
Total liabilities |  |  | 3,281,312 |  |  |  | 795,130 |  |  |  | 1,027,228 |  |  |  | (3,313,855 | ) |  |  | 1,789,815 |
Total equity |  |  | 1,884,710 |  |  |  | 4,475,324 |  |  |  | 1,161,516 |  |  |  | (5,632,562 | ) |  |  | 1,888,988 |
Total liabilities and equity |  | $ | 5,166,022 |  |  | $ | 5,270,454 |  |  | $ | 2,188,744 |  |  | $ | (8,946,417 | ) |  | $ | 3,678,803 |

|  | 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 |

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TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)
GUARANTOR SUBSIDIARIES
CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS

|  | Three Months Ended March 27, 2011 |
|  |  |  |  |  | Guarantor |  |  | Non-Guarantor |  |  | Condensed |
|  | Issuer |  |  | Subsidiaries |  |  | Subsidiaries |  |  | Consolidated |
|  | (Dollars in thousands) |
Net cash (used in) provided by operating activities from continuing operations |  | $ | (63,122 | ) |  | $ | 48,509 |  |  | $ | 28,675 |  |  | $ | 14,062 |
Cash Flows from Investing Activities of Continuing Operations: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expenditures for property, plant and equipment |  |  | (64 | ) |  |  | (4,110 | ) |  |  | (2,270 | ) |  |  | (6,444 | )
Proceeds from sales of businesses and assets, net of cash sold |  |  | — |  |  |  | 62,728 |  |  |  | 38,872 |  |  |  | 101,600 |
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 |  |  | (64 | ) |  |  | 28,048 |  |  |  | 36,602 |  |  |  | 64,586 |
Cash Flows from Financing Activities of Continuing Operations: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Proceeds from long-term borrowings |  |  | 265,000 |  |  |  | — |  |  |  | — |  |  |  | 265,000 |
Reduction in long-term borrowings |  |  | (330,800 | ) |  |  | — |  |  |  | — |  |  |  | (330,800 | )
Proceeds from stock compensation plans |  |  | 6,764 |  |  |  | — |  |  |  | — |  |  |  | 6,764 |
Dividends |  |  | (13,614 | ) |  |  | — |  |  |  | — |  |  |  | (13,614 | )
Debt extinguishment, issuance and amendment fees |  |  | (14,838 | ) |  |  | — |  |  |  | — |  |  |  | (14,838 | )
Intercompany transactions |  |  | 160,785 |  |  |  | (76,557 | ) |  |  | (84,228 | ) |  |  | — |
Net cash provided by (used in) financing activities from continuing operations |  |  | 73,297 |  |  |  | (76,557 | ) |  |  | (84,228 | ) |  |  | (87,488 | )
Cash Flows from Discontinued Operations: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net cash used in operating activities |  |  | (992 | ) |  |  | — |  |  |  | (4,117 | ) |  |  | (5,109 | )
Net cash used in investing activities |  |  | (3 | ) |  |  | — |  |  |  | (246 | ) |  |  | (249 | )
Net cash used in discontinued operations |  |  | (995 | ) |  |  | — |  |  |  | (4,363 | ) |  |  | (5,358 | )
Effect of exchange rate changes on cash and cash equivalents |  |  | — |  |  |  | — |  |  |  | 8,044 |  |  |  | 8,044 |
Net increase (decrease) in cash and cash equivalents |  |  | 9,116 |  |  |  | — |  |  |  | (15,270 | ) |  |  | (6,154 | )
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 |  | $ | 31,748 |  |  | $ | — |  |  | $ | 170,550 |  |  | $ | 202,298 |

5

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TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS — (Continued)

|  | Three Months Ended March 28, 2010 |
|  |  |  |  |  | Guarantor |  |  | Non-Guarantor |  |  | Condensed |
|  | Issuer |  |  | Subsidiaries |  |  | Subsidiaries |  |  | Consolidated |
|  | (Dollars in thousands) |
Net cash (used in) provided by operating activities from continuing operations |  | $ | (18,835 | ) |  | $ | 71,770 |  |  | $ | (18,558 | ) |  | $ | 34,377 |
Cash Flows from Investing Activities of Continuing Operations: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Expenditures for property, plant and equipment |  |  | (351 | ) |  |  | (4,692 | ) |  |  | (1,694 | ) |  |  | (6,737 | )
Proceeds from sales of businesses and assets, net of cash sold |  |  | — |  |  |  | 24,750 |  |  |  | — |  |  |  | 24,750 |
Payments for businesses and intangibles acquired, net of cash acquired |  |  | — |  |  |  | (81 | ) |  |  | — |  |  |  | (81 | )
Net cash (used in) provided by investing activities from continuing operations |  |  | (351 | ) |  |  | 19,977 |  |  |  | (1,694 | ) |  |  | 17,932 |
Cash Flows from Financing Activities of Continuing Operations: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Reduction in long-term borrowings |  |  | (51,090 | ) |  |  | — |  |  |  | — |  |  |  | (51,090 | )
Increase in notes payable and current borrowings |  |  | 39,700 |  |  |  | — |  |  |  | — |  |  |  | 39,700 |
Proceeds from stock compensation plans |  |  | 3,670 |  |  |  | — |  |  |  | — |  |  |  | 3,670 |
Dividends |  |  | (13,536 | ) |  |  | — |  |  |  | — |  |  |  | (13,536 | )
Intercompany transactions |  |  | 43,031 |  |  |  | (91,747 | ) |  |  | 48,716 |  |  |  | — |
Net cash provided by (used in) financing activities from continuing operations |  |  | 21,775 |  |  |  | (91,747 | ) |  |  | 48,716 |  |  |  | (21,256 | )
Cash Flows from Discontinued Operations: |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
Net cash provided by (used in) operating activities |  |  | 2,223 |  |  |  | — |  |  |  | (5,537 | ) |  |  | (3,314 | )
Net cash provided by (used in) investing activities |  |  | 208 |  |  |  | — |  |  |  | (819 | ) |  |  | (611 | )
Net cash provided by (used in) discontinued operations |  |  | 2,431 |  |  |  | — |  |  |  | (6,356 | ) |  |  | (3,925 | )
Effect of exchange rate changes on cash and cash equivalents |  |  | — |  |  |  | — |  |  |  | (4,714 | ) |  |  | (4,714 | )
Net increase in cash and cash equivalents |  |  | 5,020 |  |  |  | — |  |  |  | 17,394 |  |  |  | 22,414 |
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 |  | $ | 36,797 |  |  | $ | — |  |  | $ | 173,922 |  |  | $ | 210,719 |

6