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EX-99.2 - EX-99.2 - LIFETIME BRANDS, INCd590973dex992.htm
EX-99.1 - EX-99.1 - LIFETIME BRANDS, INCd590973dex991.htm
EX-23.1 - EX-23.1 - LIFETIME BRANDS, INCd590973dex231.htm
8-K/A - FORM 8-K/A - LIFETIME BRANDS, INCd590973d8ka.htm

Exhibit 99.3

Unaudited Pro Forma Condensed Combined Financial Information

On December 22, 2017, Lifetime Brands, Inc. (the “Company” or “Lifetime Brands”), entered into a merger agreement (the “Merger Agreement”) by and among the Company, certain of the Company’s wholly-owned subsidiaries created for the purpose of entering into the Merger Agreement and performing the transactions contemplated thereby, Taylor Parent, LLC, a Delaware limited liability company (“Taylor Parent”) and Taylor Holdco, LLC, a Delaware limited liability company (“Taylor” or “Filament”), providing for the acquisition of Filament by the Company. At a special meeting of stockholders held on February 28, 2018, stockholders approved the issuance of shares of common stock of the Company pursuant to the Merger Agreement and the acquisition was completed on March 2, 2018 (the “Acquisition”).

The following unaudited pro forma condensed combined financial statements and explanatory notes are presented to illustrate the effects of the Acquisition on the historical financial position and results of operations of the Company.

The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition as if it had occurred on December 31, 2017 and the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2017 is presented as if the Acquisition had occurred on January 1, 2017. The unaudited pro forma combined statement of operations for the year ended December 31, 2017 combines the Company’s audited consolidated statement of operations for the year ended December 31, 2017 with Filament’s unaudited consolidated statement of operations for the twelve months ended December 31, 2017 (comprised of the nine months ended December 31, 2017 and the three months ended March 31, 2017).

The Acquisition will be accounted for under the acquisition method of accounting, whereby the assets acquired and liabilities assumed will be measured at their respective fair values with any excess reflected as goodwill. The determination of the fair values of the net assets acquired, including intangible and net tangible assets, is based upon certain valuations that have not been finalized, and, accordingly, the adjustments to record the assets acquired and liabilities assumed at fair value reflect Lifetime Brands’ preliminary estimate and are subject to change once the detailed analyses are completed. These adjustments may be material.

The unaudited pro forma condensed consolidated financial information is presented for informational and illustrative purposes in accordance with the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”), including Article 11 of Regulation S-X promulgated thereby. Such information is preliminary and based on currently available information, assumptions and adjustments that the Company believes are reasonable, however the ultimate amounts recorded may be different. The Company’s historical condensed consolidated financial information has been adjusted in the unaudited pro forma condensed financial information to give effect to pro forma events that are (1) directly attributable to the Acquisition (2) factually supportable and (3) with respect to the statement of operations, expected to have a continuing impact on the consolidated results.

The Unaudited Pro Forma Condensed Consolidated Statement of Operations does not include: (1) any revenue or cost saving synergies that may be achieved subsequent to the completion of the business combination; or (2) the impact of non-recurring items directly related to the business combination.

 

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The pro forma condensed consolidated financial information is unaudited, is presented for informational purposes only, and is not necessarily indicative of the financial position or results of operations that would have occurred had the Acquisition been completed as of the dates or at the beginning of the periods presented. In addition, the unaudited pro forma condensed consolidated financial information does not purport to project the future consolidated financial position or operating results of the consolidated companies. The unaudited pro forma condensed consolidated financial information and the accompanying notes should be read together with:

 

    the separate audited historical consolidated financial statements of Lifetime Brands, Inc. for the year ended December 31, 2017 (as contained in Lifetime Brands’ Annual Report on Form 10-K for the fiscal year ended December 31, 2017, filed with the SEC on March 16, 2018);

 

    the separate audited consolidated financial statements as of March 31, 2017 and March 31, 2016 and for the fiscal years ended March 31, 2017, 2016, and 2015 of Taylor Holdco, LLC and Subsidiaries and the related notes to such audited consolidated financial statements (included as Exhibit 99.1 to the Form 8-K/A to which these Unaudited Pro Forma Condensed Combined Financial Statements are Exhibit 99.3);

 

    the separate unaudited consolidated financial statements as of December 31, 2017 and for the nine months ended December 31, 2017 and 2016 of Taylor Holdco, LLC and Subsidiaries and the related notes to such unaudited consolidated financial statements (included as Exhibit 99.2 to the Form 8-K/A to which these Unaudited Pro Forma Condensed Combined Financial Statements are Exhibit 99.3).

 

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Lifetime Brands, Inc.

Unaudited Pro Forma Condensed Combined Balance Sheet

December 31, 2017

(in thousands)

 

     Historical                      
     Lifetime Brands,
Inc.
     Taylor Holdco,
LLC
     Pro Forma
Adjustments
    Notes      Pro Forma
Combined
 

ASSETS

             

CURRENT ASSETS

             

Cash and cash equivalents

   $ 7,600      $ 7,652      $ (7,652     4 (a)      $ 7,600  

Accounts receivable

     108,033        27,505        —            135,538  

Inventory

     132,436        29,108        1,455       4 (b)        162,999  

Prepaid expenses and other current assets

     10,354        779        —            11,133  
  

 

 

    

 

 

    

 

 

      

 

 

 

TOTAL CURRENT ASSETS

     258,423        65,044        (6,197        317,270  

PROPERTY AND EQUIPMENT, net

     23,065        3,010        —            26,075  

INVESTMENTS

     23,978        —          —            23,978  

INTANGIBLE ASSETS, net

     88,479        217,870        62,237       4 (c)        368,586  

DEFERRED INCOME TAXES

     5,826        2,066        —            7,892  

OTHER ASSETS

     1,750        225        718       4 (d)        2,693  
  

 

 

    

 

 

    

 

 

      

 

 

 

TOTAL ASSETS

   $ 401,521      $ 288,215      $ 56,758        $ 746,494  
  

 

 

    

 

 

    

 

 

      

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

             

CURRENT LIABILITIES

             

Short term loan

   $ 69      $ —        $ —          $ 69  

Accounts payable

     25,461        13,851        —            39,312  

Accrued expenses

     44,121        6,950        4,054       4 (e), 4 (h)        55,125  

Income taxes payable

     1,864        —          3,541       4 (h)        5,405  

Current portion of contingent consideration

     —          8,352        (8,352     4 (f)        —    

Mandatorily redeemable preferred units

     —          27,220        (27,220     4 (g)        —    

Current portion of long-term debt

     —          128,459        (127,174     4 (d)        1,285  
  

 

 

    

 

 

    

 

 

      

 

 

 

TOTAL CURRENT LIABILITIES

     71,515        184,832        (155,151        101,196  

DEFERRED RENT & OTHER LONG-TERM LIABILITIES

     20,249        1,795        —            22,044  

DEFERRED INCOME TAXES

     4,423        4,760        21,938       4 (i)        31,121  

INCOME TAXES PAYABLE, LONG-TERM

     311        —          —            311  

REVOLVING CREDIT FACILITY

     94,744        —          (52,684     4 (d)        42,060  

LONG-TERM DEBT

     —          50,698        212,761       4 (d)        263,459  

STOCKHOLDERS’ EQUITY

             

Preferred stock, $1.00 par value

     —          —          —            —    

Common stock, $.01 par value

     149        —          56       4 (j)        205  

Other stockholders’ equity

     210,130        46,130        29,838       4 (j)        286,098  
  

 

 

    

 

 

    

 

 

      

 

 

 

TOTAL STOCKHOLDERS’ EQUITY

     210,279        46,130        29,894          286,303  
  

 

 

    

 

 

    

 

 

      

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

   $ 401,521      $ 288,215      $ 56,758        $ 746,494  
  

 

 

    

 

 

    

 

 

      

 

 

 

 

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Lifetime Brands, Inc.

Unaudited Pro Forma Condensed Combined Statement of Operations

Year ended December 31, 2017

(in thousands except per share amounts)

 

     Historical                   
     Lifetime
Brands, Inc.
    Taylor
Holdco, LLC
    Pro Forma
Adjustments
    Notes    Pro Forma
Combined
 

Net sales

   $ 579,476     $ 168,073     $ —          $ 747,549  

Cost of sales

     364,319       98,159       —            462,478  
  

 

 

   

 

 

   

 

 

      

 

 

 

Gross margin

     215,157       69,914       —            285,071  

Distribution expenses

     58,050       8,107       —            66,157  

Selling, general and administrative expenses

     140,903       45,948       (2,162   4 (k)      184,689  

Intangible asset impairment

     —         2,100       —            2,100  

Restructuring expenses

     1,024       —         —            1,024  
  

 

 

   

 

 

   

 

 

      

 

 

 

Income from operations

     15,180       13,759       2,162          31,101  

Interest expense

     (4,291     (15,319     2,435     4 (d)      (17,175

Loss on early retirement of debt

     (110     —         —            (110

Redeemable preferred interest

     —         (3,760     3,760     4 (g)      —    

Other income (expense)

     —         (131     —            (131
  

 

 

   

 

 

   

 

 

      

 

 

 

Income (loss) before income taxes and equity in earnings

     10,779       (5,451     8,357          13,685  

Income tax (provision) benefit

     (9,032     3,621       (3,176   4 (l)      (8,587

Equity in earnings, net of taxes

     407       —         —            407  
  

 

 

   

 

 

   

 

 

      

 

 

 

NET INCOME (LOSS)

   $ 2,154     $ (1,830   $ 5,181        $ 5,505  
  

 

 

   

 

 

   

 

 

      

 

 

 

BASIC INCOME PER COMMON SHARE

   $ 0.15            $ 0.27  
  

 

 

          

 

 

 

DILUTED INCOME PER COMMON SHARE

   $ 0.14            $ 0.27  
  

 

 

          

 

 

 

WEIGHTED AVERAGE NUMBER OF SHARES OF COMMON STOCK OUTSTANDING

           

Basic

     14,505         5,593     4 (m)      20,098  

Diluted

     14,955         5,593     4 (m)      20,548  

 

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Description of the Transactions

On December 22, 2017, the Company entered into a merger agreement (the “Merger Agreement”) by and among the Company, certain of the Company’s wholly-owned subsidiaries created for the purpose of entering into the Merger Agreement and performing the transactions contemplated thereby, Taylor Parent, LLC, a Delaware limited liability company (“Taylor Parent”) and Taylor Holdco, LLC, a Delaware limited liability company (“Taylor” or “Filament”), providing for the acquisition of Taylor by the Company. At a special meeting of stockholders held on February 28, 2018, stockholders approved the issuance of shares of common stock of the Company pursuant to the Merger Agreement and the acquisition was completed on March 2, 2018 (the “Acquisition”).

In connection with the Acquisition, on March 2, 2018 (1) the Company entered into a new credit agreement (the “ABL Agreement”), in the maximum aggregate principal amount of $150.0 million, which will mature on March 2, 2023, and (2) the Company entered into a new loan agreement (the “Term Loan” and together with the ABL Agreement, the “Debt Agreements”), providing for a senior secured term loan credit facility to the Company in the principal amount of $275.0 million, which will mature on February 28, 2025. The Company utilized the proceeds of borrowings under the Debt Agreements (i) to repay in full all existing indebtedness for borrowed money under its former Credit Agreement and (ii) to finance the Acquisition, the refinancing of certain indebtedness of Filament, and the payment of fees and expenses in connection with the foregoing.

Note 2. Basis of presentation

The accompanying unaudited pro forma financial statements are intended to reflect the impact of the Acquisition on the Company’s historical financial statements and present the pro forma condensed combined financial position and results of operations of the Company based on the historical financial statements of the Company and Filament after giving effect to the Acquisition and after applying the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial statements.

The Company’s underlying financial information has been derived from the consolidated financial statements and notes thereto of the Company, which are included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2017. Filament’s underlying financial information has been derived from its unaudited financial statements for the twelve months ended December 31, 2017.

The unaudited pro forma condensed combined balance sheet combines the unaudited historical condensed consolidated balance sheets of the Company and Filament as of December 31, 2017, giving effect to the Acquisition as if it had occurred on December 31, 2017.

The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2017 assume the Acquisition took place on January 1, 2017, the beginning of the Company’s most recently completed fiscal year. The Company’s audited consolidated statement

 

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of operations for the fiscal year ended December 31, 2017 has been combined with Filament’s unaudited consolidated statement of operations for the twelve months ended December 31, 2017 (comprised of the nine months ended December 31, 2017 and the three months ended March 31, 2017).

Note 3. Consideration and preliminary purchase price allocation

Consideration

The aggregate consideration for the Acquisition is approximately $295.8 million, consisting of $218.9 million of cash consideration and 5.6 million newly issued shares of the Company’s common stock, with a value equal to $76.9 million, based on the market value of the Company’s common stock as of March 2, 2018 (collectively, the “consideration”). The following table sets forth the components of the total consideration (in thousands).

 

Cash consideration

   $ 218,918  

Consideration common shares issued

     5,593  

Company’s share price

   $ 13.75  
  

 

 

 

Equity consideration

   $ 76,904  
  

 

 

 

Total consideration

   $ 295,822  
  

 

 

 

The cash portion of the consideration was subject to adjustments as defined in the Merger Agreement. Funded Debt (as defined in the Merger Agreement) was paid by the Company on behalf of Filament at the closing and is included in the calculation of the cash portion of the consideration.

Preliminary purchase price allocation

The Acquisition will be accounted for as a business combination using the acquisition method of accounting in accordance with Financial Accounting Standards Board, Accounting Standard Codification Topic 805, which will establish a new basis of accounting for all identifiable assets acquired and liabilities assumed at fair value. Accordingly, the costs to acquire such interests will be allocated to the underlying net assets based on their respective fair values. Any excess of the purchase price over the estimated fair value of the net assets acquired will be recorded as goodwill.

The following table summarizes the preliminary allocation of the purchase price as of December 31, 2017 (in thousands):

 

Net assets acquired

   $ 42,989  

Fair value adjustment to inventory

     1,455  

Intangible assets

     201,000  

Deferred income tax adjustment

     (21,938

Other liabilities

     (6,791

Goodwill

     79,107  
  

 

 

 

Total consideration

   $ 295,822  
  

 

 

 

 

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The fair values of net assets acquired are based on management’s preliminary estimate of the respective fair values. The final valuation of net assets may result in material adjustments to the respective fair values and resulting goodwill. The final valuation of net assets will be completed as soon as possible but no later than one year from the acquisition date.

The unaudited pro forma financial statements do not reflect all reclassifications or adjustments to conform Filament’s financial statement presentation or accounting policies to those adopted by the Company. The Company has made estimates based on the best available information and is not aware of any material impacts that are not reflected. The unaudited pro forma financial statements also do not reflect potential fair value adjustments for certain tax assets and liabilities.

Note 4. Pro forma adjustments

 

(a) Cash and cash equivalents

Reflects adjustments to cash and cash equivalents for the impacts of cash proceeds and expenditures directly attributable to the Acquisition as follows (in thousands).

 

Proceeds from Term Loan

   $ 275,000  

Proceeds from ABL Agreement

     42,060  

Repayment of former credit facility

     (94,744

Debt issuance costs related to Debt Agreements

     (11,050

Cash consideration paid at closing

     (218,918
  

 

 

 

Pro forma adjustment to cash and cash equivalents

   $ (7,652
  

 

 

 

 

(b) Inventory

Reflects a preliminary estimate of the step-up in fair value of Filament’s inventory to reflect the estimated selling price of the inventory, less the remaining selling costs and normal profit margin on the selling efforts. The increase is not reflected in the unaudited pro forma condensed combined statement of operations because it does not have a continuing impact.

 

(c) Intangible assets, net and amortization

Reflects $62.2 million net increase to intangible assets to reflect the preliminary allocation of the purchase price to the fair value of Filament’s intangible assets. A preliminary estimate of amortization for these intangibles is reflected in the unaudited pro forma condensed combined statement of operations using the straight-line amortization method as noted below (in thousands, except years).

 

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Acquired Intangible Assets:

   Estimated
Fair Value
    

Estimated Useful Life

   Estimated
Amortization
Expense
 

Customer relationships- 15 year

   $ 88,000      15    $ 5,867  

Customer relationships- 12 year

     51,200      12      4,267  

Technology

     4,500      10      450  

Other

     100      5      20  
  

 

 

       

 

 

 

Total finite-lived acquired intangible assets

     143,800      Total amortization expense    $ 10,604  

Indefinite -lived intangible assets

     57,200        
  

 

 

       

Total identified intangible assets

     201,000        

Goodwill

     79,107        

Historical intangible assets

     (217,870    Historical amortization expense      (10,449
  

 

 

       

 

 

 

Pro forma intangible adjustment

   $ 62,237      Pro forma amortization adjustment    $ 155  
  

 

 

       

 

 

 

The detailed valuation studies necessary to arrive at the required estimates of the fair values for these assets and useful lives are not yet complete. Changes to the fair values of these assets could have a material impact on the accompanying unaudited pro forma financial statements and will also result in changes to goodwill and deferred tax liabilities.

 

(d) Debt and interest expense

Reflects the change in financing as a result of the Acquisition.

The pro forma financial statements give effect to financing the Acquisition by executing the Term Loan and ABL Agreement. The Company incurred approximately $11.0 million in debt issuance costs. The Term Loan has a term of 7 years and the interest rate on borrowings calculated below is based on one-month LIBOR and a margin of 3.5%, or 5.17%. The ABL Agreement has a term of 5 years and the interest rate on borrowings calculated below is based on one-month LIBOR and a margin of 1.5%, or 3.17%.

Filament’s current and long-term debt and certain other debt obligations were repaid by the Company upon completion of the Acquisition as a portion of the cash consideration.

 

 

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Pro forma debt increases (decreases) are as follows (in thousands):

 

Repayment of the current portion of Filament’s long-term debt

   $ (128,459

Current portion of Term Loan

     2,750  

Current portion of debt issuance cost related to the Term Loan

     (1,465
  

 

 

 

Pro forma current portion of long-term debt adjustment

   $ (127,174
  

 

 

 

Repayment of Filament’s long-term debt, net of issuance costs

   $ (50,698

Long-term portion of Term Loan

     272,250  

Debt issuance costs related to the Term Loan

     (8,791
  

 

 

 

Pro forma long-term debt adjustment

   $ 212,761  
  

 

 

 

ABL Agreement borrowings

   $ 42,060  

Repayment of the Company’s former credit facility

     (94,744
  

 

 

 

Pro forma adjustment to revolving credit facility

   $ (52,684
  

 

 

 

When the Acquisition was completed, the Company’s borrowings under the ABL Agreement were approximately $34.7 million. Pro forma adjustment represents borrowings under the ABL Agreement as of December 31, 2017.

Debt issuance costs associated with the Term Loan are presented net of the borrowings and debt issuance costs associated with the ABL Agreement are presented as a non-current asset. A pro forma adjustment to other assets for the debt issuance costs related to the ABL Agreement is as follows (in thousands):

 

Debt issuance costs related to the ABL Agreement

   $ 794  

Write-off of the Company’s former credit facility’s unamortized debt issuance costs

     (76
  

 

 

 

Pro forma other asset adjustment

   $ 718  
  

 

 

 

Pro forma interest expense increases (decreases) for the year ended December 31, 2017 is as follows (in thousands):

 

Interest expense on Term Loan

   $ 14,218  

Amortization of Term Loan debt issuance costs

     1,465  

Interest expense on ABL Agreement

     1,333  

Amortization of ABL Agreement debt issuance costs

     159  

Elimination of the Company’s historical interest expense

     (4,291

Elimination of Taylor’s historical interest expense

     (15,319
  

 

 

 

Pro forma interest expense adjustment

   $ (2,435
  

 

 

 

 

(e) Accrued expenses

Includes acquisition related costs incurred by the Company during the year ended December 31, 2017 of $1.5 million, which were unpaid and accrued as of December 31, 2017. In addition, approximately $0.8 million of additional Acquisition related costs were incurred on the acquisition date. The $0.8 million of Acquisition related costs that were not incurred as of December 31, 2017 are included as a pro forma adjustment to accrued expenses and to stockholders equity (see Note 4 (j) below).

 

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(f) Contingent consideration

Reflects elimination of the current portion of contingent consideration of $8.4 million. Filament’s historical current liabilities includes contingent consideration which was repaid prior to the Acquisition.

 

(g) Redeemable preferred units

Reflects adjustments to eliminate Filament’s historical outstanding preferred units held by an unaffiliated third party, which were redeemed by Filament and repaid by the Company as a portion of the cash consideration.

Reflects adjustments to eliminate Filament’s preferred interest expense on outstanding preferred units held by an unaffiliated third party as if such preferred units had been redeemed on January 1, 2017.

 

(h) Other liabilities

Reflects the preliminary estimate of the fair value of uncertain tax positions and contingent liabilities.

 

(i) Deferred income taxes

Represents an adjustment to deferred income taxes, which was calculated using a blended 24.75% U.S. federal, state and local statutory tax rate, net of federal tax benefit, multiplied by the fair value adjustments made to assets acquired and liabilities assumed, excluding goodwill, as calculated below (in thousands):

 

Intangible assets identified

   $ 201,000  

Historic tax basis of intangible assets

     (113,816
  

 

 

 

Increase in intangible assets not deductible

     87,184  

Increase in fair value of inventory acquired

     1,455  
  

 

 

 

Total fair value adjustment

     88,639  

Blended U.S. federal, state and local statutory tax rate, net of federal tax benefit

     24.8
  

 

 

 

Pro forma deferred income tax adjustment

   $ 21,938  
  

 

 

 

 

(j) Equity

Reflects adjustments to eliminate Filament’s historical equity balances, record estimated equity consideration at fair value and eliminate historical assets for the Acquisition (in thousands).

 

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Par value of shares issued as consideration

   $ 56  
  

 

 

 

Pro forma common stock adjustment, at par value

   $ 56  
  

 

 

 

Additional paid-in capital for shares issued as consideration

   $ 76,848  

Acquisition expenses incurred at closing

     (804

Elimination of Filament’s historical members’ equity

     (46,130

Elimination of the Company’s historical debt issuance costs

     (76
  

 

 

 

Pro forma other equity adjustment

   $ 29,838  
  

 

 

 

 

(k) Selling, general and administrative expenses

Reflects adjustments to selling, general and administrative expenses for the year ended December 31, 2017 (in thousands).

 

Pro forma amortization expense adjustments shown in 4(c) above

   $ 155  

Pro forma compensation expense adjustment

     768  

Elimination of Acquisition related expenses

     (2,351

Elimination of Filament’s management fee expenses

     (734
  

 

 

 

Pro forma selling, general and administrative expense adjustment

   $ (2,162
  

 

 

 

The Company entered into a new employment agreement with a key executive in connection with the Acquisition, resulting in a $0.3 million increase in the annual compensation for this executive from his previous compensation and a $0.5 million increase in annual equity compensation.

The Company incurred $2.4 million of Acquisition related expenses, which primarily include legal and advisory fees, in the year ended December 31, 2017. These expenses are reversed as they represent non-recurring charges directly related to the Acquisition.

 

(l) Provision for income taxes

Reflects the income tax effect of the pro forma adjustments for the year ended December 31, 2017, which was calculated using a blended 38% U.S. federal, state and local statutory tax rate, net of federal tax benefit. The effective tax rate of the combined company could be significantly different from what is presented in these unaudited pro forma financial statements for a variety of reasons, including post Acquisition activities (in thousands).

 

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Pro forma selling, general and administrative expense adjustment

   $ (2,162

Pro forma interest expense adjustment

     (2,435

Pro forma redeemable preferred interest adjustment

     (3,760
  

 

 

 

Pro forma adjustments

     (8,357

Estimated effective tax rate

     38.0
  

 

 

 

Pro forma income tax provision adjustment

   $ (3,176
  

 

 

 

 

(m) Income per common share

For the year ended December 31, 2017, pro forma combined basic and diluted net income per common share is calculated using the Company’s historical basic and diluted weighted average shares outstanding during the period plus the issuance of 5.6 million shares of the Company’s common stock.

The pro forma combined earnings per basic and diluted share outstanding was calculated as follows (in thousands, except per share amounts).

 

Pro forma net income

   $ 5,505  

Weighted average shares outstanding- basic

     14,505  

Common shares issued as equity consideration

     5,593  
  

 

 

 

Pro forma combined weighted average shares outstanding- basic

     20,098  

Weighted average shares outstanding- diluted

     14,955  

Common shares issued as equity consideration

     5,593  
  

 

 

 

Pro forma combined weighted average shares outstanding- diluted

     20,548  

Pro forma combined basic income per common share

   $ 0.27  
  

 

 

 

Pro forma combined diluted income per common share

   $ 0.27  
  

 

 

 

 

12