Exhibit 99.1
TELEFLEX INCORPORATED AND SUBSIDIARIES
UNAUDITED PRO FORMA FINANCIAL INFORMATION
On March 20, 2009, Teleflex Holding Singapore Pte. Ltd. (“Teleflex Singapore”), a subsidiary of Teleflex Incorporated (the “Company”), completed the sale of its 51 percent share of Airfoil Technologies International — Singapore Pte. Ltd. (“ATI Singapore”) to GE Pacific Private Limited for $300 million. ATI Singapore, which provides engine repair products and services for critical components of flight turbines, was part of a joint venture between General Electric Company (“GE”) and the Company. The Company and GE are also parties to an agreement that will permit the Company to transfer its ownership interest in the remaining ATI business (together with ATI Singapore, the “ATI Business”) to GE by the end of 2009. The ATI Business meets the criteria for reporting discontinued operations under Statement of Financial Accounting Standards (“SFAS”) No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets.”
The unaudited pro forma condensed Statements of Income give effect to the closing of the transaction as if the sale had been consummated at the beginning of the fiscal year ended December 31, 2006. The unaudited pro forma condensed Balance Sheet gives effect to the closing of the transaction as if the sale had been consummated on December 31, 2008. As such, the resulting gain or loss as reported in the unaudited pro forma condensed Balance Sheet as of December 31, 2008 may be different than the gain or loss that will be recognized by the Company upon the completion date of the transaction.
The pro forma results for the condensed Balance Sheet show a portion of the net cash proceeds of $190 million from the divestiture of the ATI Business as a repayment of the Term Loan Facility and the revolving line of credit under the Company’s Credit Agreement as if the repayment occurred on December 31, 2008. As a result of the repayment, the Balance Sheet also reflects the write-off of $1.1 million of the deferred financing costs related to the Term Loan Facility proportionate to the amount of the loan repayment.
The unaudited pro forma condensed financial statements described above should be read in conjunction with the historical financial statements of the Company and the related notes thereto. The unaudited pro forma information is not necessarily indicative of the financial position or results of operations that may have actually occurred had the transaction taken place on the dates noted, or the future financial position or operating results of the Company.
TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | |
| | Year Ended December 31, 2008 | |
| | As Reported | | Disposition | | | Pro Forma | |
| | (Dollars and shares in thousands, except per share) | |
| | | | | | | | | | | |
Net revenues | | $ | 2,420,949 | | $ | (257,428 | )A | | $ | 2,163,521 | |
Materials, labor and other product costs | | | 1,456,782 | | | (167,184 | )A | | | 1,289,598 | |
| | | | | | | | |
Gross profit | | | 964,167 | | | (90,244 | ) | | | 873,923 | |
Selling, engineering and administrative expenses | | | 596,773 | | | (17,531 | )A | | | 579,242 | |
Restructuring and other impairment charges | | | 27,701 | | | — | | | | 27,701 | |
Gain on sales of businesses and assets | | | (296 | ) | | — | | | | (296 | ) |
| | | | | | | | |
Income from continuing operations before interest, taxes and minority interest | | | 339,989 | | | (72,713 | ) | | | 267,276 | |
Interest expense | | | 121,647 | | | (26 | )A | | | | |
| | | | | | (9,726 | )B | | | 111,895 | |
Interest income | | | (2,635 | ) | | 325 | A | | | (2,310 | ) |
| | | | | | | | |
Income from continuing operations before taxes and minority interest | | | 220,977 | | | (63,286 | ) | | | 157,691 | |
Taxes on income from continuing operations | | | 52,169 | | | (2,079 | )A | | | | |
| | | | | | 3,404 | C | | | 53,494 | |
| | | | | | | | |
Income from continuing operations before minority interest | | | 168,808 | | | (64,611 | ) | | | 104,197 | |
Minority interest in consolidated subsidiaries, net of tax | | | 34,828 | | | (34,081 | )A | | | 747 | |
| | | | | | | | |
Income from continuing operations | | $ | 133,980 | | $ | (30,530 | ) | | $ | 103,450 | |
| | | | | | | | |
| | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | |
Basic: | | | | | | | | | | | |
Income from continuing operations | | $ | 3.38 | | $ | (0.77 | ) | | $ | 2.61 | |
| | | | | | | | |
| | | | | | | | | | | |
Diluted: | | | | | | | | | | | |
Income from continuing operations | | $ | 3.36 | | $ | (0.77 | ) | | $ | 2.60 | |
| | | | | | | | |
| | | | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | | | |
Basic | | | 39,584 | | | | | | | 39,584 | |
Diluted | | | 39,832 | | | | | | | 39,832 | |
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
| | |
Note A | | Reflects the elimination of the operations of the ATI business. |
| | |
Note B | | Reflects the reduction in interest expense on the term loan facility and revolving line of credit, resulting from application of a portion of the proceeds on the sale of the ATI business. |
| | | | |
| | (Dollars in thousands) | |
Lower interest expense on the term loan facility and revolving line of credit | | $ | 9,342 | |
Lower amortization expense of debt issuance costs related to the term loan facility | | | 384 | |
| | | |
| | $ | 9,726 | |
| | | |
Note C Reflects the tax effect on the interest adjustment in Note B | | $ | 3,404 | |
| | | |
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TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | | |
| | Year Ended December 31, 2007 | |
| | As Reported | | | Disposition | | | Pro Forma | |
| | (Dollars and shares in thousands, except per share) | |
| | | | | | | | | | | | |
Net revenues | | $ | 1,934,332 | | | $ | (253,975 | )A | | $ | 1,680,357 | |
Materials, labor and other product costs | | | 1,253,978 | | | | (179,710 | )A | | | 1,074,268 | |
| | | | | | | | | |
Gross profit | | | 680,354 | | | | (74,265 | ) | | | 606,089 | |
Selling, engineering and administrative expenses | | | 445,254 | | | | (15,523 | )A | | | 429,731 | |
In-process research and development charge | | | 30,000 | | | | — | | | | 30,000 | |
Goodwill impairment | | | 18,896 | | | | — | | | | 18,896 | |
Restructuring and other impairment charges | | | 11,352 | | | | (1,333 | )A | | | 10,019 | |
Loss on sales of businesses and assets | | | 1,110 | | | | — | | | | 1,110 | |
| | | | | | | | | |
Income from continuing operations before interest, taxes and minority interest | | | 173,742 | | | | (57,409 | ) | | | 116,333 | |
Interest expense | | | 74,876 | | | | (192 | )A | | | | |
| | | | | | | (3,425 | )B | | | 71,259 | |
Interest income | | | (10,482 | ) | | | 906 | A | | | (9,576 | ) |
| | | | | | | | | |
Income from continuing operations before taxes and minority interest | | | 109,348 | | | | (54,698 | ) | | | 54,650 | |
Taxes on income from continuing operations | | | 122,767 | | | | (13,647 | )A | | | | |
| | | | | | | 1,227 | C | | | 110,347 | |
| | | | | | | | | |
Loss from continuing operations before minority interest | | | (13,419 | ) | | | (42,278 | ) | | | (55,697 | ) |
Minority interest in consolidated subsidiaries, net of tax | | | 28,949 | | | | (28,424 | )A | | | 525 | |
| | | | | | | | | |
Loss from continuing operations | | $ | (42,368 | ) | | $ | (13,854 | ) | | $ | (56,222 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | |
Loss from continuing operations | | $ | (1.08 | ) | | $ | (0.35 | ) | | $ | (1.43 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Diluted: | | | | | | | | | | | | |
Loss from continuing operations | | $ | (1.08 | ) | | $ | (0.35 | ) | | $ | (1.43 | ) |
| | | | | | | | | |
| | | | | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | | | 39,259 | | | | | | | | 39,259 | |
Diluted | | | 39,259 | | | | | | | | 39,259 | |
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
| | |
Note A | | Reflects the elimination of the operations of the ATI business. |
| | |
Note B | | Reflects the reduction in interest expense on the term loan facility and revolving line of credit from the inception date of the borrowing, October 1, 2007, through December 31, 2007, resulting from application of a portion of the proceeds on the sale of the ATI business. |
| | | | |
| | (Dollars in thousands) | |
Lower interest expense on the term loan facility and revolving line of credit | | $ | 3,324 | |
Lower amortization expense of debt issuance costs related to the term loan facility | | | 101 | |
| | | |
| | $ | 3,425 | |
| | | |
Note C Reflects the tax effect on the interest adjustment in Note B | | $ | 1,227 | |
| | | |
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TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED STATEMENTS OF INCOME
(Unaudited)
| | | | | | | | | | | | |
| | Year Ended December 31, 2006 | |
| | As Reported | | | Disposition | | | Pro Forma | |
| | (Dollars and shares in thousands, except per share) | |
| | | | | | | | | | | | |
Net revenues | | $ | 1,690,809 | | | $ | (250,335 | )A | | $ | 1,440,474 | |
Materials, labor and other product costs | | | 1,105,652 | | | | (180,058 | )A | | | 925,594 | |
| | | | | | | | | |
Gross profit | | | 585,157 | | | | (70,277 | ) | | | 514,880 | |
Selling, engineering and administrative expenses | | | 374,961 | | | | (17,769 | )A | | | 357,192 | |
Goodwill impairment | | | 1,003 | | | | — | | | | 1,003 | |
Restructuring and other impairment charges | | | 21,320 | | | | (1,709 | )A | | | 19,611 | |
Loss on sales of businesses and assets | | | 732 | | | | — | | | | 732 | |
| | | | | | | | | |
Income from continuing operations before interest, taxes and minority interest | | | 187,141 | | | | (50,799 | ) | | | 136,342 | |
Interest expense | | | 41,200 | | | | (1,210 | )A | | | 39,990 | |
Interest income | | | (6,277 | ) | | | — | | | | (6,277 | ) |
| | | | | | | | | |
Income from continuing operations before taxes and minority interest | | | 152,218 | | | | (49,589 | ) | | | 102,629 | |
Taxes on income from continuing operations | | | 32,919 | | | | (2,753 | )A | | | 30,166 | |
| | | | | | | | | |
Income from continuing operations before minority interest | | | 119,299 | | | | (46,836 | ) | | | 72,463 | |
Minority interest in consolidated subsidiaries, net of tax | | | 23,211 | | | | (23,525 | )A | | | (314 | ) |
| | | | | | | | | |
Income from continuing operations | | $ | 96,088 | | | $ | (23,311 | ) | | $ | 72,777 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Earnings per share: | | | | | | | | | | | | |
Basic: | | | | | | | | | | | | |
Income from continuing operations | | $ | 2.42 | | | $ | (0.59 | ) | | $ | 1.83 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Diluted: | | | | | | | | | | | | |
Income from continuing operations | | $ | 2.40 | | | $ | (0.58 | ) | | $ | 1.82 | |
| | | | | | | | | |
| | | | | | | | | | | | |
Weighted average common shares outstanding: | | | | | | | | | | | | |
Basic | | | 39,760 | | | | | | | | 39,760 | |
Diluted | | | 39,988 | | | | | | | | 39,988 | |
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
| | |
Note A | | Reflects the elimination of the operations of the ATI business which was sold to GE. |
The 2006 pro forma entries do not include interest and deferred financing adjustments as the related debt was not incurred until October 1, 2007.
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TELEFLEX INCORPORATED AND SUBSIDIARIES
PRO FORMA CONDENSED BALANCE SHEETS
(Unaudited)
| | | | | | | | | | | | |
| | As of December 31, 2008 | |
| | As Reported | | | Disposition | | | Pro Forma | |
| | (Dollars in thousands) | |
ASSETS | | | | | | | | | | | | |
Current assets | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 107,275 | | | $ | 300,000 | A | | $ | | |
| | | | | | | (190,049 | )B | | | 217,226 | |
Accounts receivable, net | | | 311,908 | | | | (28,469 | )A | | | 283,439 | |
Inventories, net | | | 424,653 | | | | (18,353 | )A | | | 406,300 | |
Prepaid expenses | | | 21,373 | | | | (585 | )A | | | 20,788 | |
Income taxes receivable | | | 17,958 | | | | — | | | | 17,958 | |
Deferred tax assets | | | 66,009 | | | | (293 | )A | | | 65,716 | |
Assets held for sale | | | 8,210 | | | | — | | | | 8,210 | |
| | | | | | | | | |
Total current assets | | | 957,386 | | | | 62,251 | | | | 1,019,637 | |
Property, plant and equipment, net | | | 374,292 | | | | (27,697 | )A | | | 346,595 | |
Goodwill | | | 1,474,123 | | | | (268 | )A | | | 1,473,855 | |
Intangibles and other assets | | | 1,090,852 | | | | (1,261 | )A | | | | |
| | | | | | | (1,144 | )B | | | 1,088,447 | |
Investments in affiliates | | | 28,105 | | | | (11,870 | )A | | | 16,235 | |
Deferred tax assets | | | 1,986 | | | | (745 | )A | | | 1,241 | |
| | | | | | | | | |
Total assets | | $ | 3,926,744 | | | $ | 19,266 | | | $ | 3,946,010 | |
| | | | | | | | | |
| | | | | | | | | | | | |
LIABILITIES AND SHAREHOLDERS’ EQUITY | | | | | | | | | | | | |
Current liabilities | | | | | | | | | | | | |
Current borrowings | | $ | 108,853 | | | $ | (102,180 | )B | | $ | 6,673 | |
Accounts payable | | | 139,677 | | | | (9,840 | )A | | | 129,837 | |
Accrued expenses | | | 125,183 | | | | (8,465 | )A | | | | |
| | | | | | | 375 | A | | | 117,093 | |
Payroll and benefit-related liabilities | | | 83,129 | | | | (5,580 | )A | | | 77,549 | |
Derivative liabilities | | | 27,370 | | | | (851 | )A | | | 26,519 | |
Accrued interest | | | 26,888 | | | | — | | | | 26,888 | |
Income taxes payable | | | 12,613 | | | | (2,591 | )A | | | | |
| | | | | | | 95,259 | A | | | | |
| | | | | | | (400 | )B | | | 104,881 | |
Deferred tax liabilities | | | 2,227 | | | | — | | | | 2,227 | |
| | | | | | | | | |
Total current liabilities | | | 525,940 | | | | (34,273 | ) | | | 491,667 | |
Long-term borrowings | | | 1,437,538 | | | | (87,869 | )B | | | 1,349,669 | |
Deferred tax liabilities | | | 324,678 | | | | (320 | )A | | | | |
| | | | | | | 111 | A | | | 324,469 | |
Pension and postretirement benefit liabilities | | | 169,841 | | | | — | | | | 169,841 | |
Other liabilities | | | 182,864 | | | | (3,270 | )A | | | 179,594 | |
| | | | | | | | | |
Total liabilities | | | 2,640,861 | | | | (125,621 | ) | | | 2,515,240 | |
Minority interest in equity of consolidated subsidiaries | | | 39,428 | | | | (35,159 | )A | | | 4,269 | |
Commitments and contingencies Shareholders’ equity | | | 1,246,455 | | | | 180,790 | A | | | | |
| | | | | | | (744 | )B | | | 1,426,501 | |
| | | | | | | | | |
Total liabilities and shareholders’ equity | | $ | 3,926,744 | | | $ | 19,266 | | | $ | 3,946,010 | |
| | | | | | | | | |
The accompanying notes are an integral part of these unaudited pro forma condensed financial statements
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TELEFLEX INCORPORATED AND SUBSIDIARIES
NOTES TO UNAUDITED PRO FORMA CONDENSED FINANCIAL STATEMENTS
Pro Forma Balance Sheet as of December 31, 2008
| | |
Note A | | Reflects the proceeds, the elimination of the assets and liabilities and the adjustments to record the sale of the ATI business. |
| | | | |
| | (Dollars in thousands) | |
Cash — proceeds | | $ | 300,000 | |
Accrued expenses — professional fees | | | (375 | ) |
Income taxes payable — for taxes on sale of business units | | | (95,259 | ) |
Noncurrent deferred tax liability | | | (111 | ) |
Net assets and liabilities of business units sold | | | (23,465 | ) |
Cumulative translation related to business units sold included in the gain | | | 6,773 | |
| | | |
Gain on sale of business units sold | | | 187,563 | |
Reclassification of cumulative translation related to business units sold included in the gain | | | (6,773 | ) |
| | | |
| | $ | 180,790 | |
| | | |
| | |
Note B | | Reflects a partial repayment of the term loan facility and the revolving line of credit from a portion of the proceeds on the sale of the ATI business, the write-off of the term loan facility’s deferred financing costs in proportion to the repayment of the term loan and the tax effects related to the write-off of the financing costs. |
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