Condensed consolidating guarantor financial information | Condensed consolidating guarantor financial information The 2024 Notes, 2026 Notes and 2027 Notes (collectively, the "Senior Notes") are issued by Teleflex Incorporated (the “Parent Company”), and payment of the Parent Company's obligations under the Senior Notes are guaranteed, jointly and severally, by certain of the Parent Company’s subsidiaries (each, a “Guarantor Subsidiary” and collectively, the “Guarantor Subsidiaries”). The 2024 Notes, 2026 Notes and 2027 Notes are guaranteed by the same 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 consolidating statements of income and comprehensive income for the three months ended March 31, 2019 and April 1, 2018 , condensed consolidating balance sheets as of March 31, 2019 and December 31, 2018 and condensed consolidating statements of cash flows for the three months ended March 31, 2019 and April 1, 2018 , provide consolidated information for: a. Parent Company, the issuer of the guaranteed obligations; b. Guarantor Subsidiaries, on a combined basis; c. Non-Guarantor Subsidiaries (i.e., those subsidiaries of the Parent Company that have not guaranteed payment of the Senior Notes), 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, 2018 are used by the Parent Company and each of its subsidiaries in connection with the condensed consolidating financial information, except for the use of the equity method of accounting to reflect ownership interests in subsidiaries, which are eliminated upon consolidation. Consolidating entries and eliminations in the following condensed 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 CONSOLIDATING STATEMENTS OF INCOME AND COMPREHENSIVE INCOME Three Months Ended March 31, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net revenues $ — $ 415,143 $ 320,993 $ (122,552 ) $ 613,584 Cost of goods sold — 234,217 147,857 (113,232 ) 268,842 Gross profit — 180,926 173,136 (9,320 ) 344,742 Selling, general and administrative expenses 16,167 131,702 79,466 358 227,693 Research and development expenses 484 20,121 6,545 — 27,150 Restructuring and impairment charges — 5,973 11,422 — 17,395 Gain on sale of assets — — (2,739 ) — (2,739 ) (Loss) income from continuing operations before interest and taxes (16,651 ) 23,130 78,442 (9,678 ) 75,243 Interest, net 4,065 18,597 (309 ) — 22,353 (Loss) income from continuing operations before taxes (20,716 ) 4,533 78,751 (9,678 ) 52,890 (Benefit) taxes on (loss) income from continuing operations (8,872 ) 6,892 14,387 (1,435 ) 10,972 Equity in net income of consolidated subsidiaries 53,762 59,631 — (113,393 ) — Income from continuing operations 41,918 57,272 64,364 (121,636 ) 41,918 Operating loss from discontinued operations (1,343 ) — — — (1,343 ) Tax benefit on loss from discontinued operations (322 ) — — — (322 ) Loss from discontinued operations (1,021 ) — — — (1,021 ) Net income 40,897 57,272 64,364 (121,636 ) 40,897 Other comprehensive income 396 (1,501 ) (4,994 ) 6,495 396 Comprehensive income $ 41,293 $ 55,771 $ 59,370 $ (115,141 ) $ 41,293 Three Months Ended April 1, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed Consolidated (Dollars in thousands) Net revenues $ — $ 379,419 $ 320,009 $ (112,198 ) $ 587,230 Cost of goods sold — 217,604 142,008 (103,652 ) 255,960 Gross profit — 161,815 178,001 (8,546 ) 331,270 Selling, general and administrative expenses 9,181 130,914 75,771 (529 ) 215,337 Research and development expenses 227 19,368 6,432 — 26,027 Restructuring charges — 908 2,155 — 3,063 (Loss) income from continuing operations before interest and taxes (9,408 ) 10,625 93,643 (8,017 ) 86,843 Interest, net 22,141 2,931 598 — 25,670 (Loss) income from continuing operations before taxes (31,549 ) 7,694 93,045 (8,017 ) 61,173 (Benefit) taxes on (loss) income from continuing operations (13,192 ) 6,423 14,177 (1,166 ) 6,242 Equity in net income of consolidated subsidiaries 74,567 76,876 293 (151,736 ) — Income from continuing operations 56,210 78,147 79,161 (158,587 ) 54,931 Operating (loss) income from discontinued operations (44 ) — 1,279 — 1,235 Tax benefit on loss from discontinued operations (18 ) — — — (18 ) (Loss) income from discontinued operations (26 ) — 1,279 — 1,253 Net income 56,184 78,147 80,440 (158,587 ) 56,184 Other comprehensive income 82,690 70,119 87,227 (157,346 ) 82,690 Comprehensive income $ 138,874 $ 148,266 $ 167,667 $ (315,933 ) $ 138,874 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING BALANCE SHEETS March 31, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 39,022 $ 622 $ 231,568 $ — $ 271,212 Accounts receivable, net 4,286 62,457 304,037 4,976 375,756 Accounts receivable from consolidated subsidiaries 35,052 228,267 388,737 (652,056 ) — Inventories, net — 274,038 211,781 (40,253 ) 445,566 Prepaid expenses and other current assets 38,633 10,243 26,606 4,113 79,595 Prepaid taxes 4,631 — 5,854 — 10,485 Total current assets 121,624 575,627 1,168,583 (683,220 ) 1,182,614 Property, plant and equipment, net 3,167 230,983 175,813 — 409,963 Operating lease assets 14,679 62,027 35,572 — 112,278 Goodwill — 1,255,350 992,418 — 2,247,768 Intangibles assets, net 85 1,255,965 1,018,438 — 2,274,488 Investments in affiliates 6,043,371 1,771,617 — (7,814,988 ) — Deferred tax assets — — 4,885 (2,385 ) 2,500 Notes receivable and other amounts due from consolidated subsidiaries 1,976,376 2,722,166 284,413 (4,982,955 ) — Other assets 16,956 11,593 9,909 — 38,458 Total assets $ 8,176,258 $ 7,885,328 $ 3,690,031 $ (13,483,548 ) $ 6,268,069 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 36,625 $ — $ 50,000 $ — $ 86,625 Accounts payable 3,446 61,327 38,759 — 103,532 Accounts payable to consolidated subsidiaries 235,100 315,782 101,174 (652,056 ) — Accrued expenses 8,034 34,673 50,942 — 93,649 Current portion of contingent consideration — 98,622 1,064 — 99,686 Payroll and benefit-related liabilities 14,092 19,557 42,612 — 76,261 Accrued interest 23,200 — 45 — 23,245 Income taxes payable — — 8,076 (1,435 ) 6,641 Other current liabilities 4,414 14,425 12,438 — 31,277 Total current liabilities 324,911 544,386 305,110 (653,491 ) 520,916 Long-term borrowings 2,072,939 — — — 2,072,939 Deferred tax liabilities 90,195 258,470 264,326 (2,385 ) 610,606 Pension and postretirement benefit liabilities 46,154 27,162 15,971 — 89,287 Noncurrent liability for uncertain tax positions 912 7,267 2,654 — 10,833 Notes payable and other amounts due to consolidated subsidiaries 2,920,820 1,879,068 183,067 (4,982,955 ) — Noncurrent contingent consideration — 42,717 37,959 — 80,676 Noncurrent operating lease liabilities 12,218 61,390 27,100 — 100,708 Other liabilities 138,231 9,497 64,498 — 212,226 Total liabilities 5,606,380 2,829,957 900,685 (5,638,831 ) 3,698,191 Total shareholders' equity 2,569,878 5,055,371 2,789,346 (7,844,717 ) 2,569,878 Total liabilities and shareholders' equity $ 8,176,258 $ 7,885,328 $ 3,690,031 $ (13,483,548 ) $ 6,268,069 December 31, 2018 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) ASSETS Current assets Cash and cash equivalents $ 49,523 $ 1,757 $ 305,881 $ — $ 357,161 Accounts receivable, net 5,885 54,013 301,054 5,334 366,286 Accounts receivable from consolidated subsidiaries 32,036 1,043,573 350,162 (1,425,771 ) — Inventories, net — 266,073 192,659 (30,954 ) 427,778 Prepaid expenses and other current assets 30,458 9,673 28,237 4,113 72,481 Prepaid taxes 7,029 — 5,434 — 12,463 Total current assets 124,931 1,375,089 1,183,427 (1,447,278 ) 1,236,169 Property, plant and equipment, net 3,385 253,037 176,344 — 432,766 Goodwill — 1,254,848 991,731 — 2,246,579 Intangibles assets, net 90 1,277,462 1,047,500 — 2,325,052 Investments in affiliates 5,984,566 1,672,908 20,257 (7,677,731 ) — Deferred tax assets — — 4,822 (2,376 ) 2,446 Notes receivable and other amounts due from consolidated subsidiaries 2,337,737 2,523,156 13,242 (4,874,135 ) — Other assets 17,180 5,776 12,023 — 34,979 Total assets $ 8,467,889 $ 8,362,276 $ 3,449,346 $ (14,001,520 ) $ 6,277,991 LIABILITIES AND EQUITY Current liabilities Current borrowings $ 36,625 $ — $ 50,000 $ — $ 86,625 Accounts payable 3,448 62,764 40,497 — 106,709 Accounts payable to consolidated subsidiaries 1,058,008 278,715 89,048 (1,425,771 ) — Accrued expenses 5,659 41,883 50,009 — 97,551 Current portion of contingent consideration — 106,514 30,363 — 136,877 Payroll and benefit-related liabilities 17,156 44,982 42,532 — 104,670 Accrued interest 5,995 — 36 — 6,031 Income taxes payable — — 5,943 — 5,943 Other current liabilities 843 34,916 2,291 — 38,050 Total current liabilities 1,127,734 569,774 310,719 (1,425,771 ) 582,456 Long-term borrowings 2,072,200 — — — 2,072,200 Deferred tax liabilities 87,671 257,522 265,404 (2,376 ) 608,221 Pension and postretirement benefit liabilities 49,290 27,454 16,170 — 92,914 Noncurrent liability for uncertain tax positions 801 7,212 2,705 — 10,718 Notes payable and other amounts due to consolidated subsidiaries 2,451,784 2,222,580 199,771 (4,874,135 ) — Noncurrent contingent consideration — 131,563 35,807 — 167,370 Other liabilities 138,431 8,204 57,499 204,134 Total liabilities 5,927,911 3,224,309 888,075 (6,302,282 ) 3,738,013 Total shareholders' equity 2,539,978 5,137,967 2,561,271 (7,699,238 ) 2,539,978 Total liabilities and shareholders' equity $ 8,467,889 $ 8,362,276 $ 3,449,346 $ (14,001,520 ) $ 6,277,991 TELEFLEX INCORPORATED AND SUBSIDIARIES CONDENSED CONSOLIDATING STATEMENTS OF CASH FLOWS Three Months Ended March 31, 2019 Parent Guarantor Non-Guarantor Eliminations Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (417 ) $ 57,823 $ 95,215 $ (92,455 ) $ 60,166 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (222 ) (17,784 ) (5,488 ) — (23,494 ) Proceeds from sale of assets and investments 2,362 991 — (2,362 ) 991 Payments for businesses and intangibles acquired, net of cash acquired — (1,025 ) — — (1,025 ) Net cash provided by (used in) investing activities from continuing operations 2,140 (17,818 ) (5,488 ) (2,362 ) (23,528 ) Cash flows from financing activities of continuing operations: Net proceeds from share based compensation plans and the related tax impacts 2,242 — — — 2,242 Payments for contingent consideration — (81,977 ) (28,976 ) — (110,953 ) Dividends paid (15,650 ) — — — (15,650 ) Intercompany transactions (2,426 ) 40,837 (40,773 ) 2,362 — Intercompany dividends paid — — (92,455 ) 92,455 — Net cash (used in) provided by financing activities from continuing operations (15,834 ) (41,140 ) (162,204 ) 94,817 (124,361 ) Cash flows from discontinued operations: Net cash provided by operating activities 3,610 — — — 3,610 Net cash provided by discontinued operations 3,610 — — — 3,610 Effect of exchange rate changes on cash and cash equivalents — — (1,836 ) — (1,836 ) Net decrease in cash and cash equivalents (10,501 ) (1,135 ) (74,313 ) — (85,949 ) Cash and cash equivalents at the beginning of the period 49,523 1,757 305,881 — 357,161 Cash and cash equivalents at the end of the period $ 39,022 $ 622 $ 231,568 $ — $ 271,212 Three Months Ended April 1, 2018 Parent Guarantor Non-Guarantor Condensed (Dollars in thousands) Net cash (used in) provided by operating activities from continuing operations $ (108,377 ) $ 134,198 $ 61,027 $ 86,848 Cash flows from investing activities of continuing operations: Expenditures for property, plant and equipment (159 ) (5,015 ) (10,573 ) (15,747 ) Payments for businesses and intangibles acquired, net of cash acquired — — (3,684 ) (3,684 ) Net cash used in investing activities from continuing operations (159 ) (5,015 ) (14,257 ) (19,431 ) Cash flows from financing activities of continuing operations: Reduction in borrowings (18,500 ) — — (18,500 ) Debt extinguishment, issuance and amendment fees (74 ) — — (74 ) Net proceeds from share based compensation plans and the related tax impacts 1,400 — — 1,400 Payments for contingent consideration — (91 ) — (91 ) Dividends paid (15,447 ) — — (15,447 ) Intercompany transactions 131,967 (127,825 ) (4,142 ) — Net cash provided by (used in) financing activities from continuing operations 99,346 (127,916 ) (4,142 ) (32,712 ) Cash flows from discontinued operations: Net cash used in operating activities (206 ) — — (206 ) Net cash used in discontinued operations (206 ) — — (206 ) Effect of exchange rate changes on cash and cash equivalents — — 10,815 10,815 Net (decrease) increase in cash and cash equivalents (9,396 ) 1,267 53,443 45,314 Cash and cash equivalents at the beginning of the period 37,803 8,933 286,822 333,558 Cash and cash equivalents at the end of the period $ 28,407 $ 10,200 $ 340,265 $ 378,872 |