Exhibit 99.4
ROCKY BRANDS, INC.
UNAUDITED CONDENSED COMBINED
FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial information has been prepared to illustrate the effect of the acquisition of the performance and lifestyle footwear business of Honeywell International Inc. (the "Acquisition"). On March 15, 2021 pursuant to the terms and conditions set forth in the Purchase Agreement, dated January 24, 2021 ("Purchase Agreement"), by and among Honeywell Safety Products USA, Inc., North Safety Products Limited, Honeywell Safety Products (UK) Limited, North Safety de Mexicali S de R.L. de C.V., Honeywell (China) Co. Ltd., and Rocky Brands, Inc. ("Rocky"), Rocky acquired 100% of the voting interests of certain subsidiaries and additional assets comprising the performance and lifestyle footwear business of Honeywell International Inc. ("Hermes Business") with the Acquisition. The aggregate preliminary closing price of the Acquisition was $206 million, net of cash acquired, and was funded through a senior secured term loan facility, senior secured asset-backed credit facility, and cash on hand. The unaudited pro forma condensed combined financial information gives effect to the Acquisition and the additional debt incurred to fund the Acquisition.
The preliminary base purchase price for the Hermes Business was $230 million, and was subject to adjustment to reflect acquired cash, assumed liabilities and preliminary net working capital adjustments. Following initial adjustments, the preliminary closing price for the Hermes Business on March 15, 2021 was $206 million, and included a target net working capital of $52.7 million, net of cash acquired. Our estimated pro forma balance sheet included herein is stated as if the transaction occurred on September 30, 2020. As such, the estimated net working capital at September 30, 2020 is $68.0 million, reflecting a surplus of $15.3 million over the $52.7 million target. This increased the preliminary purchase price as of September 30, 2020, from $206 million to $221 million, net of cash acquired. Working capital balances on the actual date of the acquisition, March 15, 2021, will be different from those estimated at September 30, 2020. Future adjustments for working capital excess (deficit) compared to the $52.7 million target will change as Rocky finalizes valuations and financial results as of the actual date of the acquisition on March 15, 2021.
The unaudited pro forma condensed combined balance sheet gives effect to the Acquisition and related borrowing as if it had been consummated on September 30, 2020 and includes pro forma adjustments based on Rocky management’s preliminary valuations of certain tangible and intangible assets. The unaudited pro forma condensed combined balance sheet combines Rocky’s unaudited historical consolidated balance sheet as of September 30, 2020 with the Hermes Business unaudited historical combined balance sheet as of September 30, 2020. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2020 and year ended December 31, 2019 gives effect to the Acquisition and related borrowing as if it had been consummated on January 1, 2019 and combines Rocky’s historical results for the nine months ended September 30, 2020 and year ended December 31, 2019, with the Hermes Business historical results for the nine months ended September 30, 2020 and year ended December 31, 2019. There were no significant transactions outside the ordinary course of business for the Hermes Business in the nine months ended September 30, 2020 or year ended December 31, 2019.
The tax rate used for the pro forma financial information is a blended statutory tax rate, which will likely vary from the actual effective tax rate in periods subsequent to the completion of the pro forma events. No adjustment has been made to the unaudited pro forma condensed combined financial information as it relates to limitations of the ability to utilize deferred tax assets as a result of the pro forma events.
Rocky is providing the unaudited pro forma condensed combined information for illustrative purposes only and such pro forma information does not represent the consolidated results or financial position of Rocky had its acquisition of the Hermes Business been completed as of the dates indicated. The companies may have performed differently had they been combined during the periods presented. Specifically, the unaudited pro forma condensed combined financial information does not reflect any cost savings, operating synergies, revenue enhancements or restructuring costs that the combined company may achieve or incur as a result of the acquisition. You should not rely on the unaudited pro forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies actually been combined during the periods presented. Further, the unaudited pro forma condensed combined financial information does not purport to project the future financial position or operating results of the combined company.
The unaudited pro forma condensed combined financial information has been prepared by management in accordance with Regulation S-X Article 11, "Pro Forma Financial Information", as amended by the final rule, "Amendments to Financial Disclosures About Acquired and Disposed Businesses", as adopted by the U.S. Securities and Exchange Commission (the "SEC") on May 21, 2020 ("Article 11") and is presented in U.S. dollars. Rocky elected to voluntarily comply with the amended Article 11 in advance of the mandatory compliance date. The pro forma condensed combined financial information has been presented for informational purposes only and is not necessarily indicative of the combined financial position or results of operations that would have been realized had the acquisition of the Hermes Business occurred as of the dates indicated, nor is it meant to be indicative of any anticipated combined financial position or future results of operations that Rocky will experience after the acquisition.
ROCKY BRANDS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2020
(Amounts in thousands, except per share amounts)
Historical |
Acquired Business |
Transaction Accounting |
Rocky |
||||||||||||||
Rocky |
(Note 1) |
Adjustments |
Note 3 |
Pro Forma |
|||||||||||||
ASSETS: |
|||||||||||||||||
CURRENT ASSETS: |
|||||||||||||||||
Cash and cash equivalents | $ | 19,947 | - | $ | (19,947 | ) | A | - | |||||||||
Trade receivables – net |
49,188 | $ | 44,011 | - | $ | 93,199 | |||||||||||
Other receivables |
364 | - | - | 364 | |||||||||||||
Inventories – net |
80,655 | 52,598 | 4,211 |
B |
137,464 | ||||||||||||
Prepaid expenses |
3,611 | - | - | 3,611 | |||||||||||||
Total current assets |
153,765 | 96,609 | (15,736 | ) | 234,638 | ||||||||||||
LEASED ASSETS |
1,399 | - | - | 1,399 | |||||||||||||
PROPERTY, PLANT & EQUIPMENT – net | 31,325 | 11,621 | 3,955 | C | 46,901 | ||||||||||||
GOODWILL | - | 34,980 | 18,585 | D | 53,565 | ||||||||||||
IDENTIFIED INTANGIBLES – net |
30,216 | 17,800 | 68,220 |
E |
116,236 | ||||||||||||
DEFERRED INCOME TAXES |
- | 427 | - | 427 | |||||||||||||
OTHER ASSETS | 355 | 1,504 | 778 | F | 2,637 | ||||||||||||
TOTAL ASSETS | 217,060 | 162,941 | 75,802 | $ | 455,803 | ||||||||||||
LIABILITIES AND SHAREHOLDERS' EQUITY: |
|||||||||||||||||
CURRENT LIABILITIES: |
|||||||||||||||||
Accounts payable |
$ | 23,834 | $ | 24,712 | $ | - | 48,546 | ||||||||||
Contract liabilities |
- | - | - | - | |||||||||||||
Accrued expenses: |
- | ||||||||||||||||
Salaries and wages | 3,813 | - | - | 3,813 | |||||||||||||
Taxes – other |
789 | - | - | 789 | |||||||||||||
Accrued freight |
729 | - | - | 729 | |||||||||||||
Commissions |
544 | - | - | 544 | |||||||||||||
Accrued duty |
4,586 | - | - | 4,586 | |||||||||||||
Income tax payable |
422 | - | - | 422 | |||||||||||||
Other |
1,563 | 8,078 | - | 9,641 | |||||||||||||
Total current liabilities |
36,280 | 32,790 | - | 69,070 | |||||||||||||
LONG-TERM DEBT |
- | - | 207,784 |
G |
207,784 | ||||||||||||
LONG-TERM TAXES PAYABLE |
169 | - | - | 169 | |||||||||||||
LONG-TERM LEASE |
833 | - | - | 833 | |||||||||||||
DEFERRED INCOME TAXES |
8,108 | 3,013 | - | 11,121 | |||||||||||||
DEFERRED LIABILITIES |
238 | 1,054 | - | 1,292 | |||||||||||||
TOTAL LIABILITIES |
45,628 | 36,857 | 207,784 | 290,269 | |||||||||||||
SHAREHOLDERS' EQUITY | 171,432 | 126,084 | (131,982 | ) | H | 165,534 | |||||||||||
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY |
$ | 217,060 | $ | 162,941 | $ | 75,802 | $ | 455,803 |
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.
ROCKY BRANDS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2019
(Amounts in thousands, except per share amounts)
Historical |
Acquired Business |
Transaction Accounting |
Rocky |
||||||||||||||
Rocky |
(Note 1) |
Adjustments |
Note 3 |
Pro Forma |
|||||||||||||
NET SALES |
$ | 270,408 | $ | 203,028 | - | $ | 473,436 | ||||||||||
COST OF GOODS SOLD |
172,723 | 139,824 | $ | (1,176 | ) |
I |
311,371 | ||||||||||
GROSS MARGIN |
97,685 | 63,204 | 1,176 | 162,065 | |||||||||||||
OPERATING EXPENSES |
75,600 | 53,236 | 7,385 |
J |
136,221 | ||||||||||||
INCOME FROM OPERATIONS |
22,085 | 9,968 | (6,209 | ) | 25,844 | ||||||||||||
OTHER INCOME (EXPENSES) |
146 | - | (13,853 | ) |
G |
(13,707 | ) | ||||||||||
INCOME BEFORE INCOME TAXES |
22,231 | 9,968 | (20,062 | ) | 12,137 | ||||||||||||
INCOME TAX EXPENSE | 4,769 | 4,258 | (6,176 | ) | K | 2,851 | |||||||||||
NET INCOME | $ | 17,462 | $ | 5,710 | $ | (13,886 | ) | $ | 9,286 | ||||||||
INCOME PER SHARE |
|||||||||||||||||
Basic | $ | 2.36 | $ | 1.26 | |||||||||||||
Diluted | $ | 2.35 | $ | 1.25 | |||||||||||||
WEIGHTED AVERAGE NUMBER OF |
|||||||||||||||||
COMMON SHARES OUTSTANDING |
|||||||||||||||||
Basic | 7,387 | 7,387 | |||||||||||||||
Diluted | 7,439 | 7,439 |
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.
ROCKY BRANDS, INC.
UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020
(Amounts in thousands, except per share amounts)
Historical |
Acquired Business |
Transaction Accounting |
Rocky |
||||||||||||||
Rocky |
(Note 1) |
Adjustments |
Note 3 |
Pro Forma |
|||||||||||||
NET SALES |
$ | 189,691 | $ | 128,343 | - | $ | 318,034 | ||||||||||
COST OF GOODS SOLD |
121,077 | 89,447 | $ | (1,846 | ) |
I |
208,678 | ||||||||||
GROSS MARGIN |
68,614 | 38,896 | 1,846 | 109,356 | |||||||||||||
OPERATING EXPENSES |
54,344 | 37,691 | 3,036 |
J |
95,071 | ||||||||||||
INCOME FROM OPERATIONS |
14,270 | 1,205 | (1,190 | ) | 14,285 | ||||||||||||
OTHER EXPENSES |
(112 | ) | - | (10,195 | ) |
G |
(10,307 | ) | |||||||||
INCOME BEFORE INCOME TAXES |
14,158 | 1,205 | (11,385 | ) | 3,978 | ||||||||||||
INCOME TAX EXPENSE (INCOME) | 2,917 | (259 | ) | (1,699 | ) | K | 959 | ||||||||||
NET INCOME |
$ | 11,241 | $ | 1,464 | $ | (9,686 | ) | $ | 3,019 | ||||||||
INCOME PER SHARE |
|||||||||||||||||
Basic |
$ | 1.54 | $ | 0.41 | |||||||||||||
Diluted |
$ | 1.53 | $ | 0.41 | |||||||||||||
WEIGHTED AVERAGE NUMBER OF |
|||||||||||||||||
COMMON SHARES OUTSTANDING |
|||||||||||||||||
Basic |
7,323 | 7,306 | |||||||||||||||
Diluted |
7,352 | 7,336 |
The accompanying notes are an integral part of the unaudited pro forma condensed combined financial information.
Note 1. Basis of pro forma preparation
The unaudited pro forma combined financial statements are based on the historical consolidated financial statements of Rocky and the historical financial statements of the Hermes Business, after giving effect to the acquisition using the acquisition method of accounting in accordance with Accounting Standards Codification Topic 805, Business Combinations, (ASC 805) and applying the assumptions and adjustments described in the accompanying notes.
The unaudited pro forma condensed combined balance sheet combines Rocky's unaudited historical consolidated balance sheet as of September 30, 2020 with the Hermes Business' unaudited historical combined balance sheet as of September 30, 2020 and reflects the Acquisition and related borrowings as if it had been consummated on September 30, 2020.
The unaudited pro forma condensed combined statements of operations for the year ended December 31, 2019 and the nine months ended September 30, 2020 gives effect to the Acquisition and related borrowings as if it has been consummated on January 1, 2019.
The Hermes Business historical statements of operations have been adjusted to align with Rocky's presentation as described below:
● |
Outbound freight included in cost of goods sold was reclassified to operating expenses within the accompanying unaudited pro forma condensed combined statements of operations |
|
● |
Product development costs included in operating expenses were reclassified to cost of goods sold within the accompanying unaudited pro forma condensed combined statements of operations |
Accounting Policies
During preparation of the unaudited pro forma condensed combined financial information, Rocky management has performed a preliminary analysis and is not aware of any material differences other than the pro forma reclassifications detailed in Note 1. Accordingly, this unaudited pro forma condensed combined financial information assumes no material differences in accounting policies between the two companies, other than the pro forma reclassifications detailed in Note 1. Following the acquisition date, Rocky management will conduct a final review of the Hermes Business’ accounting policies in order to determine if differences in accounting policies require adjustment or reclassification of the Hermes Business’ results of operations or reclassification of assets or liabilities to conform to Rocky’s accounting policies. As a result of this review, Rocky management may identify differences that, when adjusted or reclassified, could have a material impact on this unaudited pro forma condensed combined financial information.
Note 2. Preliminary Purchase Price Allocation
The acquisition of the Hermes Business is being accounted for as a business combination using the acquisition method of accounting, whereby the assets acquired and liabilities assumed are recognized based upon their estimated fair values at the acquisition date, under ASC 805.
The fair values of the assets and liabilities in the unaudited pro forma condensed combined financial statements are based upon a preliminary assessment of fair value and may change when the final valuation of tangible and intangible assets, working capital and tax-related matters are finalized. Rocky expects to finalize the purchase price allocation as soon as practicable, but no later than one year from the acquisition date.
The preliminary closing price for the Hermes Business was $206 million, net of cash, with adjustments as necessary based on an estimated working capital deficit. The preliminary closing price of $206 million, net of cash, included a target net working capital of $52.7 million. Future adjustments for working capital excess (deficit) compared to the $52.7 million target will change as Rocky finalizes valuations and financial results as of the actual date of the acquisition on March 15, 2021.
Based on September 30, 2020 financial information, Rocky estimated total acquisition consideration and the preliminary allocation of fair value to the related assets and liabilities as follows:
($ in thousands) |
Fair Value |
|||
Preliminary closing price, net of cash | $ | 205,783 | ||
Estimated working capital excess if transaction closed on September 30, 2020 | 15,272 | |||
Estimated purchase price, net of cash acquired |
221,055 | |||
Estimated net assets acquired if transaction closed on September 30, 2020: | ||||
Accounts receivable |
44,011 | |||
Inventories |
56,809 | |||
Total current assets | 100,820 | |||
Accounts payable |
(24,712 | ) | ||
Accrued expenses |
(8,078 | ) | ||
Estimated working capital | 68,030 | |||
Property, plant and equipment |
15,576 | |||
Intangible assets |
86,020 | |||
Other assets |
1,931 | |||
Deferred taxes | (3,013 | ) | ||
Deferred liabilities | (1,054 | ) | ||
Net identifiable assets acquired |
167,490 | |||
Goodwill | 53,565 | |||
Net assets acquired |
221,055 |
Note 3. Unaudited Pro Forma Adjustments to the Condensed Combined Balance Sheet
The pro forma adjustments are based on Rocky’s preliminary estimates and assumptions that are subject to change including with respect to final purchase price and allocation thereof. Accordingly, the purchase price allocation is considered preliminary and may materially change before final determination. The changes would affect the values assigned to tangible or intangible assets and depreciation or amortization. The following adjustments have been reflected in the unaudited pro forma combined condensed balance sheet as if the acquisition occurred on September 30, 2020 and in the unaudited pro forma combined condensed statements of operations as if the acquisition occurred on January 1, 2019.
A. Cash and cash equivalents
Cash and cash equivalents have been adjusted as follows:
($ in thousands) |
Amount |
|||
Net proceeds from term facility and ABL facility (1) |
$ | 207,784 | ||
Consideration transferred, net of cash acquired (2) |
(205,783 | ) | ||
Based on working capital at 9/30/2020, estimated acquisition price | (15,272 | ) | ||
Acquisition-related costs (3) |
(6,676 | ) | ||
Total transaction accounting adjustment to cash |
$ | (19,947 | ) |
(1) |
Reflects the proceeds, net of debt issuance costs, from the issuance of the senior secured term loan facility and senior secured asset-based credit facility. See note 3(E). |
|
(2) | Reflects total cash consideration transferred, net of cash received, to Honeywell International Inc. upon closing. | |
(3) | Reflects acquisition-related costs associated with banking fees, legal and professional fees, and consulting fees. |
B. Inventories – net
The adjustment steps up the pro forma balance sheet for the Hermes Business' inventory to fair value. The calculation of fair value is preliminary and subject to change. The fair value was determined based on the estimated selling price of the inventory, less the remaining manufacturing and selling costs and a normal profit margin on those selling efforts. The pro forma income statement for the year ended December 31, 2019 is also adjusted to increase cost of sales by the same amount as the inventory is expected to be sold within one year of the acquisition date.
C. Property, plant & equipment -– net
An adjustment of $4.0 million was made to reflect the preliminary fair value of acquired property, plant and equipment of $15.6 million. The following table summarizes the transaction accounting adjustment for property, plant and equipment as of September 30, 2020 as if the transaction consummated on September 30, 2020 and the transaction accounting adjustment for depreciation expense for the year ended December 31, 2019 as if the transaction consummated on January 1, 2019:
Average Estimated |
||||||||||||||||||||
Preliminary |
Remaining Useful |
Depreciation Expense for the Year Ended December 31, 2019 |
||||||||||||||||||
($ in thousands) |
Fair Value |
Life in Years |
Total |
Cost of Goods Sold |
Operating Expenses |
|||||||||||||||
Machinery and equipment |
$ | 9,089 | 9 | $ | 1,010 | $ | 677 | $ | 333 | |||||||||||
Buildings and improvements |
5,432 | 20 | 272 | 182 | 90 | |||||||||||||||
Land and improvements | 161 | - | - | - | - | |||||||||||||||
Others |
894 | 5 | 179 | 120 | 59 | |||||||||||||||
Total |
15,576 | 1,461 | 979 | 482 | ||||||||||||||||
Less: amounts included in the historical balance sheet and statement of operations of Hermes Business |
(11,621 | ) | (2,009 | ) | (1,346 | ) | (663 | ) | ||||||||||||
Net transaction accounting adjustments |
$ | 3,955 | $ | (548 | ) | $ | (367 | ) | $ | (181 | ) |
The following table summarizes the transaction accounting adjustment for depreciation expense for the nine months ended September 30, 2020 as if the transaction consummated on January 1, 2019:
Depreciation Expense for the Nine Months Ended September 30, 2020 |
||||||||||||
($ in thousands) |
Total |
Cost of Goods Sold |
Operating Expenses |
|||||||||
Machinery and equipment |
$ | 758 | $ | 508 | $ | 250 | ||||||
Buildings and improvements |
204 | 136 | 68 | |||||||||
Land and improvements |
- | - | - | |||||||||
Others |
134 | 90 | 44 | |||||||||
Total |
1,096 | 734 | 362 | |||||||||
Less: amounts included in the historical statement of operations of Hermes Business |
(1,815 | ) | (1,216 | ) | (599 | ) | ||||||
Net transaction accounting adjustment |
$ | (719 | ) | $ | (482 | ) | $ | (237 | ) |
E. Identified intangibles – net
The preliminary amounts assigned to the identifiable intangible assets, the estimated useful lives, and the estimated amortization expense related to these identifiable intangible assets are as follows:
Average Estimated |
Amortization Expense |
Amortization Expense |
||||||||||||||
Preliminary |
Remaining Useful |
for the Year Ended |
for the Nine Months Ended |
|||||||||||||
($ in thousands) | Fair Value | Life in Years | December 31, 2019 | September 30, 2020 | ||||||||||||
Customer Relationships |
$ | 34,300 | 15 | $ | 2,287 | $ | 1,715 | |||||||||
Trade Names |
51,720 |
Indefinite |
- | - | ||||||||||||
$ | 86,020 | $ | 2,287 | $ | 1,715 |
F. Other assets
An adjustment of $0.8 million was made to account for reps and warranties insurance coverage premiums purchased to cover key risk areas in connection with the Acquisition, which will be amortized over three years.
G. Long-term debt and interest expense
On March 15, 2021, Rocky entered into a senior secured term loan facility ("Term Facility") with TCW Asset Management Company, LLC, as agent, for the lenders party thereto in the amount of $130 million. On March 15, 2021, Rocky also entered into a senior secured asset-based credit facility (“ABL Facility”) with Bank of America, N.A. as agent, for the lenders party thereto, with $80 million funded at March 15, 2021. The net proceeds from the Term Facility and ABL Facility was $206 million, after deducting debt issuance costs of $4.3 million. Rocky used the net proceeds from the Term Facility and ABL facility to finance the acquisition.
The table below illustrates Rocky’s debt transaction and summarizes Rocky’s transaction accounting adjustment as if the Acquisition consummated on September 30, 2020:
September 30, |
||||
($ in thousands) |
2020 |
|||
Term Facility |
$ | 130,000 | ||
ABL Facility |
80,000 | |||
Total debt |
210,000 | |||
Less: Unamortized debt issuance costs |
(4,266 | ) | ||
Plus: Additional cash needed to fund acquisition(1) | 2,050 | |||
Total pro forma adjustment to Rocky's long-term debt |
$ | 207,784 |
(1) | Additional cash needs resulting from acquisition-related costs noted in Note 3(A) would have been borrowed against the ABL facility had the transaction consummated September 30, 2020. |
Interest payments on the Term Facility are due in arrears on the last business day of each calendar quarter at a rate of 8.00% per annum. Interest payments on ABL Facility are in arrears on the last business day of each calendar quarter at a rate of 3.25% per annum. Total interest expense has been calculated as if the Acquisition consummated on January 1, 2021.
($ in thousands) |
Year Ended December 31, 2019 |
Nine Months Ended September 30, 2020 |
||||||
Interest expense on new term facility |
$ | 10,400 | 7,605 | |||||
Interest expense on new ABL facility |
2,600 | 1,950 | ||||||
Amortization of new debt issuance costs |
853 | 640 | ||||||
Total pro forma adjustment to interest expense |
$ | 13,853 | $ | 10,195 |
H. Shareholders' equity
Shareholders' equity has been adjusted as follows:
($ in thousands) |
Amount |
|||
Retained Earnings(1) |
$ | (5,898 | ) | |
Invested Equity(2) |
(126,922 | ) | ||
Accumulated other comprehensive loss(3) |
838 | |||
Total transaction accounting adjustment to shareholders' equity |
$ | (131,982 | ) |
(1) | Adjustment of $6.7 million to reflect the Company's transaction expenses included in retained earnings, see note 3(A). | |
(2) | Elimination of invested equity included in the historical statement of operations of the Hermes' Business. | |
(3) | Elimination of accumulated other comprehensive loss included in the historical statement of operations of the Hermes' Business. |
I. Cost of goods sold
Adjustments to cost of goods sold are as follows:
Year Ended | Nine Months Ended | |||||||
($ in thousands) |
December 31, 2019 | September 30, 2020 | ||||||
Reclassification of outbound freight(1) |
$ | (7,866 | ) | $ | (3,499 | ) | ||
Reclassification of product development costs(1) | 2,846 | 2,135 | ||||||
Amortization of inventory step-up (2) | 4,211 | - | ||||||
Transaction accounting adjustment to depreciation of acquired property, plant and equipment(3) | (367 | ) | (482 | ) | ||||
Total pro forma adjustments to cost of goods sold | $ | (1,176 | ) | $ | (1,846 | ) |
(1) | See note 2. | |
(2) | See note 3(B). | |
(3) | See note 3(C). |
J. Operating expenses
Adjustments to operating expenses are as follows:
Year Ended |
Nine Months Ended |
|||||||
($ in thousands) |
December 31, 2019 |
September 30, 2020 |
||||||
Reclassification of outbound freight(1) |
$ | 7,866 | $ | 3,499 | ||||
Reclassification of product development costs(1) |
(2,846 | ) | (2,135 | ) | ||||
Transaction accounting adjustment to depreciation of acquired property, plant and equipment(2) |
(181 | ) | (237 | ) | ||||
Transaction accounting adjustment to amortization of customer relationships | 2,287 | 1,715 | ||||||
Transaction accounting adjustment to amortization of other assets | 259 | 194 | ||||||
Total pro forma adjustments to operating expenses |
$ | 7,385 | $ | 3,036 |
(1) | See note 2. | |
(2) | See note 3(B). |
K. Income tax expense
Net adjustment to reflect income tax expense at Rocky's effective tax rate. The total effective tax rate of the combined company is subject to change based upon post-acquisition income by jurisdiction and other factors.