Fortress Biotech (FBIO) 8-K Fortress Biotech Completes Final Stage Closing of the Sale of its Remaining Shares of National Holdings Corporation

Exhibit 99.2

UNAUDITED PRO FORMA CONDENSED

CONSOLIDATED FINANCIAL STATEMENTS

Background

On February 11, 2019, FBIO Acquisition, Inc. (“FBIO Acquisition”), a wholly-owned subsidiary of Fortress Biotech, Inc. (the “Company”), completed the previously-announced sale of its remaining holdings of National Holdings Corporation (“NHLD”) shares of common stock to NHC Holdings, LLC (“Purchaser”), a wholly-owned subsidiary of B. Riley FBR, Inc., for $3.25 per share (the “Transaction”), pursuant to the terms of the stock purchase agreement dated November 14, 2018 (the “Purchase Agreement”). Pursuant to the terms of the Purchase Agreement, Purchaser, along with two other minority purchaser designees, collectively purchased the remaining 32.1 percent of NHLD shares held by FBIO Acquisition for an aggregate price of $13,089,141.00.

Pro Forma Information

The accompany unaudited pro forma condensed consolidated statements of the Company for the year ended December 31, 2016, is presented as if the Transaction occurred from the acquisition date of NHLD, on September 9, 2016, through December 31, 2016. The accompanying unaudited pro forma condensed consolidated statement of operations of the Company for the year ended December 31, 2017 is presented as if the Transaction had occurred on January 1, 2017. The accompanying unaudited pro forma condensed consolidated statement of operations of the Company for the nine months ended September 30, 2018 and the condensed consolidated balance sheet of the Company as of September 30, 2018 are presented as if the Transaction had occurred on January 1, 2018 and September 30, 2018, respectively. The pro forma adjustments related to the Transaction do not reflect the final purchase price or final asset and liability balances of NHLD. Accordingly, the pro forma adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma condensed consolidated financial information. The unaudited pro forma financial information is not necessarily indicative of the results of operations or financial position that might have been achieved for the dates or periods indicated, nor is it necessarily indicative of the results of operations or financial position that may occur in the future. Since the Company’s aquisition of NHLD occurred during 2016, no pro forma statements are presented for the year ended December 31, 2015.

The historical consolidated financial information has been adjusted in the unaudited pro forma financial information to give effect to pro forma events that are (1) directly attributable to the disposal, (2) factually supportable, and (3) with respect to the statements of operations, expected to have a continuing impact on the combined results. The pro forma information does not reflect several changes the Company expects to realize after the Transaction because the changes are not certain.

The following is a brief description of the amounts recorded under each of the column headings in the unaudited pro forma consolidated statements of operations and balance sheet:

Total Consolidated

This column reflects the Company’s historical audited operating results for the years ended December 31, 2016 and 2017 respectively, and the historical and unaudited operating results and financial condition as of and for the nine months ended September 30, 2018 prior to any adjustment for the Transaction.

Disposal

This column reflects the elimination of the historical operating results of NHLD for the period of September 9, 2016 through December 31, 2016, the year ended December 31, 2017, and the nine months ended September 30, 2018 at the amounts that have been reflected in the Company’s condensed consolidated statements of operations for those periods. The disposal column on the unaudited pro forma condensed consolidated balance sheet as of September 30, 2018 reflects the value of assets and liabilities included in NHLD as of that date.

Intercompany Adjustments

This column reflects the elimination of intercompany transactions between FBIO and NHLD for the period presented, which includes the elimination of fees for financings, in which NHLD acted as the placement agent.

Pro Forma Adjustments

This column on the unaudited pro forma condensed consolidated balance sheet reflects the pro forma effect of the receipt and use of the cash consideration from the Transaction.

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Balance Sheet

September 30, 2018

(Unaudited)

(in thousands, except share data)

	Total						Intercompany			Pro Forma
	Consolidated			Disposal			Adjustments			Adjustments		Notes	Pro Forma
ASSETS
Current assets
Cash and cash equivalents	$	95,867		$	(19,961	)	$	-		$	22,722	(a) (b)	$	98,628
Accounts receivable		5,431			-			-			-			5,431
Short-term investment (certificate of deposit)		22,538			-			-			-			22,538
Cash deposits with clearing organizations		336			(336	)		-			-	(b)		-
Receivables from broker-dealers and clearing organizations		11,884			(11,884	)		-			-	(b)		-
Forgivable loans receivable		1,610			(1,610	)		-			-	(b)		-
Securities owned, at fair value		6,675			(8,593	)		1,918			-	(b)		-
Inventory		674			-			-			-			674
Other receivables - related party		414			-			-			-			414
Prepaid expenses and other current assets		14,089			(5,929	)		-			-	(b)		8,160
Total current assets		159,518			(48,313	)		1,918			22,722			135,845
Property and equipment, net		14,642			(2,532	)		-			-	(b)		12,110
Restricted cash		17,358			(1,352	)		-			-	(b)		16,006
Goodwill		18,645			(18,645	)		-			-	(b)		-
Intangible assets		13,935			(12,285	)		-			-	(b)		1,650
Other assets		821			(419	)		-			-	(b)		402
Total assets	$	224,919		$	(83,546	)	$	1,918		$	22,722		$	166,013
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable and accrued expenses	$	36,577		$	(6,703	)	$	-		$	-	(b)	$	29,874
Accounts payable and accrued expenses - related party		153			-			-			-			153
Accrued commissions and payroll payable		11,974			(11,974	)		-			-	(b)		-
Contingent consideration payable		768			(768	)		-			-	(b)		-
Deferred clearing and marketing credits		629			(629	)		-			-	(b)		-
Securities sold, not yet purchased at fair value		24			(24	)		-			-	(b)		-
Other current liabilities		77			(77	)		-			-	(b)		-
Deferred revenue		155			(155	)		-			-	(b)		-
Interest payable		613			-			-			-			613
Interest payable - related party		94			-			-			-			94
Notes payable, short-term		9,054			-			-			-			9,054
Subsidiary convertible note, short-term, at fair value		10,657			-			-			-			10,657
Derivative liabilities		-			-			196			-			196
Total current liabilities		70,775			(20,330	)		196			-			50,641
Notes payable, long-term		64,546			-			(4,552	)		-			59,994
Other long-term liabilities		4,961			-			-			-			4,961
Total liabilities		140,282			(20,330	)		(4,356	)		-			115,596
Commitments and contingencies
Stockholders' equity
Convertible Preferred stock, $.001 par value, Series A		1			-			-			-			1
Common Stock, $.001 par value		56			(249	)		249			-	(b)		56
Common stock issuable		495			-			-			-			495
Additional paid-in-capital		408,615			(101,054	)		50,223			20,610	(a) (b)		378,394
Accumulated deficit		(371,394	)		38,102			(30,753	)		2,112	(b)		(361,933	)
Total stockholders' equity attributed to the Company		37,773			(63,201	)		19,719			22,722	-		17,013
Non-controlling interests		46,864			(15	)		(13,445	)		-	(b)		33,404
Total stockholders' equity		84,637			(63,216	)		6,274			22,722			50,417
Total liabilities and stockholders' equity	$	224,919		$	(83,546	)	$	1,918		$	22,722		$	166,013

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

(Unaudited)

(in thousands, except share and per share data)

	For the Year Ended December 31, 2016
	Total						Intercompany
	Consolidated			Disposal			Adjustments			Pro Forma
Revenue
Fortress
Product revenue, net	$	3,587		$	-		$	-		$	3,587
Revenue - from a related party		2,570			-			-			2,570
Net Fortress revenue		6,157			-			-			6,157
National
Commissions		5,388			(5,388	)		-			-
Net dealer inventory gains		253			(253	)		-			-
Investment banking		2,829			(4,076	)		1,247			-
Investment advisory		904			(904	)		-			-
Interest and dividends		155			(155	)		-			-
Transfer fees and clearing services		386			(386	)		-			-
Tax preparation and accounting		338			(338	)		-			-
Other		70			(70	)		-			-
Total National revenue		10,323			(11,570	)		1,247			-
Net revenue		16,480			(11,570	)		1,247			6,157
Operating expenses
Fortress
Cost of goods sold - product revenue		790			-			-			790
Research and development		29,602			-			-			29,602
Research and development – licenses acquired		5,532			-			-			5,532
General and administrative		34,003			-			-			34,003
Total Fortress operating expenses		69,927			-			-			69,927
National
Commissions, compensation and fees		10,414			(10,414	)		-			-
Clearing fees		144			(144	)		-			-
Communications		177			(177	)		-			-
Occupancy		193			(193	)		-			-
Licenses and registration		147			(147	)		-			-
Professional fees		327			(327	)		-			-
Interest		1			(1	)		-			-
Depreciation and amortization		545			(78	)		(467	)		-
Other administrative expenses		315			(1,209	)		894			-
Total National operating expenses		12,263			(12,690	)		427			-
Total operating expenses		82,190			(12,690	)		427			69,927
Loss from operations		(65,710	)		1,120			820			(63,770	)
Other income (expenses)
Interest income		298			-			-			298
Interest expense and financing fee		(3,690	)		-			-			(3,690	)
Change in fair value of derivative liabilities		(1,039	)		-			953			(86	)
Change in fair value of subsidiary convertible note		(78	)		-			-			(78	)
Change in fair value of investments		(1,071	)		-			-			(1,071	)
Other income (loss)		-			-			-			-
Total other expenses		(5,580	)		-			953			(4,627	)
Income (loss) before income taxes		(71,290	)		1,120			1,773			(68,397	)
Income tax expense (benefit)		-			2,916			(2,916	)		-
Net (loss) income		(71,290	)		4,036			(1,143	)		(68,397	)
Less: net loss attributable to non-controlling interests		(16,195	)		621			-			(15,574	)
Net loss attributable to common stockholders	$	(55,095	)	$	3,415		$	(1,143	)	$	(52,823	)
Basic and diluted net loss per share	$	(1.38	)							$	(1.32	)
Weighted average common shares outstanding - basic and diluted		39,962,657									39,962,657

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

(Unaudited)

(in thousands, except share and per share data)

	For the Year Ended December 31, 2017
	Total						Intercompany
	Consolidated			Disposal			Adjustments			Pro Forma
Revenue
Fortress
Product revenue, net	$	15,520		$	-		$	-		$	15,520
Revenue - from a related party		1,725			-			-			1,725
Net Fortress revenue		17,245			-			-			17,245
National
Commissions		96,807			(96,807	)		-			-
Net dealer inventory gains		15,108			(15,108	)		-			-
Investment banking		25,064			(44,595	)		19,531			-
Investment advisory		14,528			(14,528	)		-			-
Interest and dividends		2,764			(2,764	)		-			-
Transfer fees and clearing services		7,393			(7,393	)		-			-
Tax preparation and accounting		7,439			(7,439	)		-			-
Other		1,236			(1,236	)		-			-
Total National revenue		170,339			(189,870	)		19,531			-
Net revenue		187,584			(189,870	)		19,531			17,245
Operating expenses
Fortress
Cost of goods sold - product revenue		3,658			-			-			3,658
Research and development		48,322			-			-			48,322
Research and development – licenses acquired		4,164			-			-			4,164
General and administrative		50,897			-			-			50,897
Total Fortress operating expenses		107,041			-			-			107,041
National
Commissions, compensation and fees		155,187			(155,187	)		-			-
Clearing fees		2,343			(2,343	)		-			-
Communications		2,767			(2,767	)		-			-
Occupancy		4,286			(4,286	)		-			-
Licenses and registration		1,726			(1,726	)		-			-
Professional fees		4,531			(4,531	)		-			-
Interest		14			(14	)		-			-
Depreciation and amortization		2,089			(1,229	)		(860	)		-
Other administrative expenses		8,808			(9,819	)		1,011			-
Total National operating expenses		181,751			(181,902	)		151			-
Total operating expenses		288,792			(181,902	)		151			107,041
Loss from operations		(101,208	)		(7,968	)		19,380			(89,796	)
Other income (expenses)
Interest income		819			-						819
Interest expense and financing fee		(5,860	)		-			(1,827	)		(7,687	)
Change in fair value of derivative liabilities		8,391			(8,458	)		(304	)		(371	)
Change in fair value of subsidiary convertible note		(457	)		-			-			(457	)
Change in fair value of investments		226			-			-			226
Other income (loss)		(234	)		(16	)		3			(247	)
Total other expenses		2,885			(8,474	)		(2,128	)		(7,717	)
Income (loss) before income taxes		(98,323	)		(16,442	)		17,252			(97,513	)
Income tax expense (benefit)		(1,513	)		4,051			(2,538	)		-
Net (loss) income		(99,836	)		(12,391	)		14,714			(97,513	)
Less: net loss attributable to non-controlling interests		(32,960	)		1,216			-			(31,744	)
Net loss attributable to common stockholders	$	(66,876	)	$	(13,607	)	$	14,714		$	(65,769	)
Basic and diluted net loss per share	$	(1.61	)							$	(1.58	)
Weighted average common shares outstanding - basic and diluted		41,658,733									41,658,733

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Pro Forma Condensed Consolidated Statement of Operations

(Unaudited)

(in thousands, except share and per share data)

	For the Nine Months Ended September 30, 2018
	Total						Intercompany
	Consolidated			Disposal			Adjustments			Pro Forma
Revenue
Fortress
Product revenue, net	$	17,366		$	-		$	-		$	17,366
Revenue - from a related party		525			-			-			525
Net Fortress revenue		17,891			-			-			17,891
National
Commissions		85,422			(85,422	)		-			-
Net dealer inventory gains		5,601			(2,402	)		(3,199	)		-
Investment banking		43,012			(48,042	)		5,030			-
Investment advisory		15,811			(15,811	)		-			-
Interest and dividends		2,003			(2,003	)		-			-
Transfer fees and clearing services		5,680			(5,680	)		-			-
Tax preparation and accounting		6,835			(6,835	)		-			-
Other		697			(697	)		-			-
Total National revenue		165,061			(166,892	)		1,831			-
Net revenue		182,952			(166,892	)		1,831			17,891
Operating expenses
Fortress
Cost of goods sold - product revenue		4,546			-			-			4,546
Research and development		58,528			-			-			58,528
Research and development – licenses acquired		3,804			-			-			3,804
General and administrative		38,788			-			-			38,788
Total Fortress operating expenses		105,666			-			-			105,666
National
Commissions, compensation and fees		141,462			(141,462	)		-			-
Clearing fees		1,772			(1,772	)		-			-
Communications		2,429			(2,429	)		-			-
Occupancy		2,834			(2,834	)		-			-
Licenses and registration		2,028			(2,028	)		-			-
Professional fees		3,047			(3,047	)		-			-
Interest		30			(30	)		-			-
Underwriting costs		230			(230	)		-			-
Depreciation and amortization		2,587			(1,145	)		(1,442	)		-
Other administrative expenses		5,839			(5,839	)		-			-
Total National operating expenses		162,258			(160,816	)		(1,442	)		-
Total operating expenses		267,924			(160,816	)		(1,442	)		105,666
Loss from operations		(84,972	)		(6,076	)		3,273			(87,775	)
Other income (expenses)
Interest income		841			-			-			841
Interest expense and financing fee		(6,455	)		-			(1,192	)		(7,647	)
Change in fair value of derivative liabilities		87			-			-			87
Change in fair value of warrants		(8,018	)		11,194			(3,149	)		27
Change in fair value of subsidiary convertible note		26			-			-			26
Change in fair value of investments		(1,390	)		-			-			(1,390	)
Other income (loss)		(258	)		(90	)		15			(333	)
Total other expenses		(15,167	)		11,104			(4,326	)		(8,389	)
Income (Loss) before Income Taxes		(100,139	)		5,028			(1,053	)		(96,164	)
Income tax expense (benefit)		2,382			(4,452	)		2,070			-
Net (loss) income		(102,521	)		9,480			(3,123	)		(96,164	)
Less: net loss attributable to non-controlling interests		(43,254	)		2,345			-			(40,909	)
Net loss attributable to common stockholders	$	(59,267	)	$	7,135		$	(3,123	)	$	(55,255	)
Basic and diluted net loss per share	$	(1.36	)							$	(1.27	)
Weighted average common shares outstanding - basic and diluted		43,578,763									43,578,763

FORTRESS BIOTECH, INC. AND SUBSIDIARIES

Notes to Pro Forma Condensed Consolidated Financial Information

(Unaudited)

(in thousands)

(a)	Total consideration for the Transaction is as follows:
	Cash payout	$	22,872
	Transaction fees		(150	)
		$	22,722
(b)	The gain on the Transaction is as follows:
	Total consideration	$	22,722
	Total assets sold		(58,756	)
	Total liabilities assumed		24,686
	Non-controlling interests		13,460
	Net gain on transaction	$	2,112