Exhibit 99.2
PMG Intermediate Holding Corporation
And Subsidiaries
Condensed Unaudited Consolidated Financial Report
03.31.2018
Contents
| | | | |
Independent auditor’s review report | | | 1 | |
| |
Financial statements | | | | |
| |
Unaudited condensed consolidated balance sheet | | | 2 | |
Unaudited condensed consolidated statement of income | | | 3 | |
Unaudited condensed consolidated statement of comprehensive income | | | 4 | |
Unaudited condensed consolidated statement of stockholder’s equity | | | 5 | |
Unaudited condensed consolidated statement of cash flows | | | 6 | |
Notes to Unaudited condensed consolidated financial statements | | | 7-10 | |
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Independent Auditor’s Review Report
To the Board of Directors
PMG Intermediate Holding Corporation and Subsidiaries
Pierceton, Indiana
Report on the Financial Statements
We have reviewed the condensed consolidated financial statements of PMG Intermediate Holding Corporation and Subsidiaries as of March 31, 2018, and for the three-monthperiods ended March 31, 2018 and 2017.
Management’s Responsibility
The Company’s management is responsible for the preparation and fair presentation of the condensed financial information in accordance with accounting principles generally accepted in the United States of America; this responsibility includes the design, implementation, and maintenance of internal control sufficient to provide a reasonable basis for the preparation and fair presentation of interim financial information in accordance with generally accepted accounting principles.
Auditor’s Responsibility
Our responsibility is to conduct our review in accordance with auditing standards generally accepted in the United States of America applicable to reviews of interim financial information. A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with auditing standards generally accepted in the United States of America, the objective of which is the expression of an opinion regarding the financial information. Accordingly, we do not express such an opinion.
Conclusion
Based on our reviews, we are not aware of any material modifications that should be made to the condensed financial information for it to be in accordance with accounting principles generally accepted in the United States of America.
Report on Condensed Balance Sheet as of December 31, 2017
We have previously audited, in accordance with auditing standards generally accepted in the United States of America, the balance sheet as of December 31, 2017, and the related statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended (not presented herein); and we expressed an unmodified audit opinion on those audited consolidated financial statements in our report dated April 4, 2018. In our opinion, the accompanying condensed balance sheet of PMG Intermediate Holding Corporation and Subsidiaries as of December 31, 2017, is consistent, in all material respects, with the audited financial statements from which it has been derived.
/s/ RSM US LLP
Elkhart, Indiana
May 30, 2018
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1
PMG Intermediate Holding Corporation and Subsidiaries
Unaudited Condensed Consolidated Balance Sheet
March 31, 2018 and December 31, 2017
| | | | | | | | |
| | March 31, | | | December 31, | |
| | 2018 | | | 2017 | |
Assets | | | | | | | | |
Current assets: | | | | | | | | |
Cash | | $ | 10,076,804 | | | $ | 15,905,385 | |
Trade receivables | | | 23,372,738 | | | | 19,510,151 | |
Inventories | | | 20,996,118 | | | | 20,376,198 | |
Other current assets | | | 1,667,759 | | | | 1,517,794 | |
Deferred income taxes | | | 752,807 | | | | 750,742 | |
| | | | | | | | |
| | |
Total current assets | | | 56,866,226 | | | | 58,060,270 | |
| | |
Property, equipment and leasehold improvements, net | | | 35,583,214 | | | | 32,893,254 | |
| | |
Goodwill | | | 49,946,257 | | | | 49,946,257 | |
| | |
Other intangible assets | | | 48,364,557 | | | | 49,580,640 | |
| | |
Other assets | | | 3,903,591 | | | | 3,773,319 | |
| | | | | | | | |
| | $ | 194,663,845 | | | $ | 194,253,740 | |
| | | | | | | | |
Liabilities and Stockholder’s Equity | | | | | | | | |
| | |
Current liabilities: | | | | | | | | |
Current maturities of long-term debt | | $ | 880,000 | | | $ | 880,000 | |
Accounts payable | | | 9,536,530 | | | | 9,361,937 | |
Income taxes payable | | | 252,523 | | | | 179,063 | |
Accrued expenses | | | 7,552,797 | | | | 12,165,129 | |
| | | | | | | | |
Total current liabilities | | | 18,221,850 | | | | 22,586,129 | |
| | | | | | | | |
Long-term debt, less current maturities | | | 84,935,680 | | | | 83,012,361 | |
| | | | | | | | |
Deferred income taxes | | | 9,429,659 | | | | 9,274,417 | |
| | | | | | | | |
Commitments and contingencies | | | | | | | | |
| | |
Stockholder’s equity: | | | | | | | | |
Common stock, par value $0.01, 100 shares issued and outstanding | | | 1 | | | | 1 | |
Additionalpaid-in capital | | | 82,683,203 | | | | 82,601,650 | |
Accumulated deficit | | | (1,206,118 | ) | | | (3,438,740 | ) |
Accumulated other comprehensive income | | | 599,570 | | | | 217,922 | |
| | | | | | | | |
| | 82,076,656 | | | 79,380,833 | |
| | | | | | | | |
| | $ | 194,663,845 | | | $ | 194,253,740 | |
| | | | | | | | |
See notes to unaudited condensed consolidated financial statements.
2
PMG Intermediate Holding Corporation and Subsidiaries
Unaudited Condensed Consolidated Statement of Income
For the Three Months Ended March 31, 2018 and 2017
| | | | | | | | |
| | March 31, | | | March 31, | |
| | 2018 | | | 2017 | |
Net sales | | $ | 40,649,756 | | | $ | 33,713,025 | |
Cost of sales | | | 30,497,721 | | | | 26,459,666 | |
| | | | | | | | |
Gross profit | | | 10,152,035 | | | | 7,253,359 | |
| | | | | | | | |
| | |
Operating expenses: | | | | | | | | |
Selling expenses | | | 523,580 | | | | 581,480 | |
General and administrative expenses | | | 3,561,898 | | | | 3,787,119 | |
Amortization of intangible assets | | | 1,216,084 | | | | 1,216,084 | |
| | | | | | | | |
| | 5,301,562 | | | 5,584,683 | |
| | | | | | | | |
Operating income | | | 4,850,473 | | | | 1,668,676 | |
| | | | | | | | |
| | |
Nonoperating income (expense): | | | | | | | | |
Interest income | | | 21,559 | | | | 14,266 | |
Interest expense | | | (1,843,183 | ) | | | (1,452,210 | ) |
Other income | | | (299,738 | ) | | | 232,218 | |
| | | | | | | | |
| | | (2,121,362 | ) | | | (1,205,726 | ) |
| | | | | | | | |
Income before income taxes | | | 2,729,111 | | | | 462,950 | |
Income tax (credits) | | | 496,489 | | | | (66,087 | ) |
| | | | | | | | |
Net income | | $ | 2,232,622 | | | $ | 529,037 | |
| | | | | | | | |
See notes to unaudited condensed consolidated financial statements.
3
PMG Intermediate Holding Corporation and Subsidiaries
Unaudited Condensed Consolidated Statement Of Comprehensive Income
For the Three Months Ended March 31, 2018 and 2017
| | | | | | | | |
| | March 31, | | | March 31, | |
| | 2018 | | | 2017 | |
Net income | | $ | 2,232,622 | | | $ | 529,037 | |
Foreign currency translation adjustment | | | 381,648 | | | | 941,906 | |
| | | | | | | | |
Comprehensive income | | $ | 2,614,270 | | | $ | 1,470,943 | |
| | | | | | | | |
See notes to unaudited condensed consolidated financial statements.
4
PMG Intermediate Holding Corporation and Subsidiaries
Unaudited Condensed Consolidated Statement of Stockholder’s Equity
For the Three Months Ended March 31, 2018
| | | | | | | | | | | | | | | | | | | | |
| | | | | Additional | | | | | | Accumulated Other | | | | |
| | Common | | | Paid-in | | | Accumulated | | | Comprehensive | | | | |
| | Stock | | | Capital | | | Deficit | | | Income | | | Total | |
Balance, December 31, 2017 | | $ | 1 | | | $ | 82,601,650 | | | $ | (3,438,740 | ) | | $ | 217,922 | | | $ | 79,380,833 | |
Net income | | | — | | | | — | | | | 2,232,622 | | | | — | | | | 2,232,622 | |
Equity-based compensation cost | | | — | | | | 81,553 | | | | — | | | | — | | | | 81,553 | |
Foreign currency translation adjustment | | | — | | | | — | | | | — | | | | 381,648 | | | | 381,648 | |
| | | | | | | | | | | | | | | | | | | | |
Balance, March 31, 2018 | | $ | 1 | | | $ | 82,683,203 | | | $ | (1,206,118 | ) | | $ | 599,570 | | | $ | 82,076,656 | |
| | | | | | | | | | | | | | | | | | | | |
See notes to unaudited condensed consolidated financial statements.
5
PMG Intermediate Holding Corporation and Subsidiaries
Unaudited Consolidated Statement Of Cash Flows
For the Three Months Ended March 31, 2018 and 2017
| | | | | | | | |
| | March 31, | | | March 31, | |
| | 2018 | | | 2017 | |
Cash flows from operating activities: | | | | | | | | |
Net income | | $ | 2,232,622 | | | $ | 529,037 | |
Adjustments to reconcile net income to net cash used in operating activities: | | | | | | | | |
Depreciation | | | 1,983,947 | | | | 2,021,625 | |
Amortization of intangible assets | | | 1,216,084 | | | | 1,216,084 | |
Amortization of deferred financing costs | | | 143,320 | | | | 174,084 | |
Other | | | 81,553 | | | | 12,480 | |
Deferred income taxes | | | 154,620 | | | | 602,372 | |
Change in assets and liabilities: | | | | | | | | |
Increase in: | | | | | | | | |
Trade receivables | | | (4,021,985 | ) | | | (2,411,697 | ) |
Inventories | | | (507,924 | ) | | | (691,948 | ) |
Other assets | | | (121,355 | ) | | | (285,951 | ) |
Increase in: | | | | | | | | |
Accounts payable | | | 115,856 | | | | (58,008 | ) |
Income taxes payable | | | 60,482 | | | | (1,104,451 | ) |
Accrued expenses | | | (4,667,342 | ) | | | (650,427 | ) |
| | | | | | | | |
Net cash used in operating activities | | | (3,330,122 | ) | | | (646,800 | ) |
| | | | | | | | |
Cash flows from investing activities: | | | | | | | | |
Purchases of property and equipment | | | (4,280,820 | ) | | | (914,195 | ) |
| | | | | | | | |
Net cash used in investing activities | | | (4,280,820 | ) | | | (914,195 | ) |
| | | | | | | | |
Cash flows from financing activities: | | | | | | | | |
Net borrowings on line of credit | | | 2,000,000 | | | | 4,700,000 | |
Payments on notes payable | | | (220,000 | ) | | | (1,259,094 | ) |
| | | | | | | | |
Net cash provided by financing activities | | | 1,780,000 | | | | 3,440,906 | |
| | | | | | | | |
Effect of exchange rate changes on cash | | | 2,361 | | | | 292,943 | |
| | | | | | | | |
(Decrease) increase in cash | | | (5,828,581 | ) | | | 2,172,854 | |
Cash, beginning | | | 15,905,385 | | | | 5,827,420 | |
| | | | | | | | |
Cash, ending | | $ | 10,076,804 | | | $ | 8,000,274 | |
| | | | | | | | |
See notes to unaudited condensed consolidated financial statements.
6
PMG Intermediate Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Note 1. Nature of Business, Principles of Consolidation and Significant Accounting Policies
Nature of business:PMG Intermediate Holding Corporation (“Intermediate”) and PMG Acquisition Corporation (“PMG”) were formed in 2013 to effect the acquisition of PMG’s wholly owned subsidiary, Paragon Medical, Inc., and its subsidiaries (collectively the “Company”). The Company is a worldwide supplier of surgical instrument delivery systems, surgical instrumentation, implantable components and design and development services to the medical device marketplace. The Company provides a wide range of services and innovative solutions to support the strategic needs of its customers through its multiple offices and production facilities in the United States, Switzerland, China, and Poland. Sales of surgical instrumentation and implantable components accounts for approximately 67 percent of total revenue, and surgical instrument delivery systems account for approximately 33 percent of the revenue. The Company’s foreign subsidiaries account for approximately 22 percent of total net revenue.
The Company is a wholly-owned subsidiary of Paragon Equity, LLC (“Parent”).
Principles of consolidation:The consolidated financial statements include the accounts of all subsidiaries of the Company. All intercompany transactions and balances are eliminated in consolidation.
In our opinion, the accompanying condensed unaudited consolidated financial statements contain all adjustments, consisting of normal recurring accruals, necessary to present fairly our consolidated financial position as of March 31, 2018 and the consolidated results of operations and comprehensive income for the three months ended March 31, 2018 and March 31, 2017 and the consolidated cash flows for the three months then ended. The consolidated statement of operations and comprehensive income for the three months ended March 31, 2018 and March 31, 2017 is not necessarily indicative of the results to be expected for the full year. The consolidated balance sheet data as of December 31, 2017 was derived from audited financial statements, but does not include all of the information and footnotes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto appearing in our Annual Report for the year ended December 31, 2017.
Subsequent events:The Company has evaluated subsequent events for potential recognition and/or disclosure through May 30, 2018, the date the financial statements were available to be issued.
Note 2. Inventories
For the period ended March 31, 2018 and the year ended December 31, 2017 inventories consisted of the following:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Raw materials | | $ | 6,237,977 | | | $ | 5,313,198 | |
Work in process | | | 9,165,569 | | | | 9,416,146 | |
Finished goods | | | 5,592,572 | | | | 5,646,854 | |
| | | | | | | | |
| | $ | 20,996,118 | | | $ | 20,376,198 | |
| | | | | | | | |
7
PMG Intermediate Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Intangible assets for the period ended March 31, 2018 and the year ended December 31, 2017 consist of the following:
| | | | | | | | | | | | | | | | |
| | Three Months Ended March 31, 2018 | |
| | Cost | | | Accumulated Amortization | | | Net Book Value | | | Estimated Useful Lives | |
Customer base | | $ | 59,600,000 | | | $ | 17,510,211 | | | $ | 42,089,789 | | | | 10-15 | |
Trade name | | | 8,815,000 | | | | 2,540,232 | | | | 6,274,768 | | | | 15 | |
| | | | | | | | | | | | | | | | |
Total other intangible assets | | $ | 68,415,000 | | | $ | 20,050,443 | | | $ | 48,364,557 | | | | | |
| | | | | | | | | | | | | | | | |
| |
| | Year Ended December 31, 2017 | |
| | Cost | | | Accumulated Amortization | | | Net Book Value | | | Estimated Useful Lives | |
Customer base | | $ | 59,600,000 | | | $ | 16,441,044 | | | $ | 43,158,956 | | | | 10-15 | |
Trade name | | | 8,815,000 | | | | 2,393,316 | | | | 6,421,684 | | | | 15 | |
| | | | | | | | | | | | | | | | |
Total other intangible assets | | $ | 68,415,000 | | | $ | 18,834,360 | | | $ | 49,580,640 | | | | | |
| | | | | | | | | | | | | | | | |
Aggregate amortization expense of intangible assets for the three months ended March 31, 2018 and 2017 was approximately $1,216,000 per period. Future amortization of intangible assets for the years ending December 31, 2018 through 2022 and thereafter is as follows:
| | | | |
2018 | | $ | 3,648,251 | |
2019 | | | 4,864,334 | |
2020 | | | 4,864,334 | |
2021 | | | 4,864,334 | |
2022 | | | 4,864,334 | |
Thereafter | | | 25,258,970 | |
| | | | |
| | $ | 48,364,557 | |
| | | | |
8
PMG Intermediate Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Note 4. Line of Credit and Long-Term Debt
Long-term debt for the period ended March 31, 2018 and the year ended December 31, 2017 is as follows:
| | | | | | | | |
| | March 31, 2018 | | | December 31, 2017 | |
Revolving line of credit | | $ | 2,000,000 | | | $ | — | |
Term loans | | | 85,810,000 | | | | 86,030,000 | |
| | | | | | | | |
| | | 87,810,000 | | | | 86,030,000 | |
Less deferred financing costs | | | | | | | | |
(net of accumulated amortization) | | | (1,994,320 | ) | | | (2,137,639 | ) |
Less current maturities | | | (880,000 | ) | | | (880,000 | ) |
| | | | | | | | |
| | $ | 84,935,680 | | | $ | 83,012,361 | |
| | | | | | | | |
Maturities of long-term debt are as follows:
| | | | |
2018 | | $ | 880,000 | |
2019 | | | 880,000 | |
2020 | | | 880,000 | |
2021 | | | 880,000 | |
2022 | | | 84,290,000 | |
| | | | |
| | $ | 87,810,000 | |
| | | | |
Note 5. Operating Leases
The Company leases facilities under operating leases, which expire at various dates through December 2028. Monthly lease payments range from $1,696 to $44,333 per month. The Company is required to pay all taxes, insurance, repairs and maintenance on the leased premises. In addition, the leases include various options to extend the lease terms. The Company also leases vehicles and equipment under operating leases, which expire at various dates through December 2018. Monthly lease payments range from $38 to $5,000 per month.
Annual minimum lease payments for operating leases are as follows:
| | | | |
2018 | | $ | 2,507,334 | |
2019 | | | 2,360,104 | |
2020 | | | 2,308,957 | |
2021 | | | 2,279,796 | |
2022 | | | 2,257,617 | |
Thereafter | | | 10,170,846 | |
| | | | |
| | $ | 21,884,654 | |
| | | | |
For the periods ended March 31, 2018 and 2017 the Company reported rent expense of approximately $600,184 and $578,863 respectively.
9
PMG Intermediate Holding Corporation and Subsidiaries
Notes to Unaudited Condensed Consolidated Financial Statements
Note 6. Equity Incentive Plan
The Company has an equity incentive plan for executives and directors that granted Class C and P common units of the Parent at no cost to the recipients.
Certain of these units vest annually over a five year period of time and the rest are subject to performance vesting upon a sale of the Company based upon a sales cash multiple realization. For the time based units, vesting is accelerated upon a sale of the Company. For the three months ended March 31, 2018 and 2017, expenses recognized associated with vesting of the grants issued to executives and directors was $81,553 and $24,650, respectively. Unrecognized compensation cost at March 31, 2018 and 2017 related to thenon-vested class P units for executives and directors is approximately $108,000 and $247,000, respectively.
Note 7. Income Taxes
For interim financial reporting, the Company estimates its annual effective tax rate based on projected taxable income for the full year and records a quarterly tax provision based on the estimated annual effective rate.
The Company’s effective income tax rate was approximately 18 percent and-14 percent of pretax income for the three months ended March 31, 2018 and 2017, respectively. The effective tax rates for 2018 and 2017 differ from the U.S. federal statutory tax rate of 21 percent and 35 percent, respectively, due primarily to permanent differences and earnings outside the United States that are indefinitely reinvested and taxed at rates different than the U.S. federal statutory rate.
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