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EX-99.3 - EX-99.3 - BIOTELEMETRY, INC.a17-4064_1ex99d3.htm
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EX-99.1 - EX-99.1 - BIOTELEMETRY, INC.a17-4064_1ex99d1.htm
EX-23.2 - EX-23.2 - BIOTELEMETRY, INC.a17-4064_1ex23d2.htm
EX-23.1 - EX-23.1 - BIOTELEMETRY, INC.a17-4064_1ex23d1.htm
8-K/A - 8-K/A - BIOTELEMETRY, INC.a17-4064_18ka.htm

Exhibit 99.4

 

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

The following unaudited pro forma condensed combined financial information and related notes present the historical condensed combined financial information of BioTelemetry, Inc. (herein referred to as the “Company”, “we”, “our”, “us” and similar terms unless the context indicates otherwise) and Telcare, Inc. and subsidiary (“Telcare”), after giving effect to the acquisition of Telcare that was completed on December 1, 2016 (the “Acquisition”), pursuant to which, the Company acquired certain assets and assumed certain liabilities of Telcare as well as all of the outstanding stock of Telcare’s sole subsidiary, Telcare Medical Supply, Inc. (“TMS”). The Acquisition was accounted for as a business combination in accordance with the guidance contained in the Financial Accounting Standards Board’s Accounting Standards Codification Topic 805, Business Combinations (“ASC 805”). The unaudited pro forma condensed combined financial information gives effect to the acquisition of Telcare based on the assumptions and adjustments described in the accompanying notes to the unaudited pro forma condensed combined financial information.

 

The unaudited pro forma condensed combined balance sheet as of September 30, 2016 is presented as if the Acquisition had occurred on September 30, 2016. The unaudited condensed combined statements of operations and comprehensive income for the nine months ended September 30, 2016 and for the year ended December 31, 2015 are presented as if the Acquisition had occurred on January 1, 2015.

 

The unaudited pro forma condensed combined financial information was prepared in accordance with Article 11 of the U.S. Securities and Exchange Commission’s Regulation S-X. The unaudited pro forma adjustments reflecting the transaction have been prepared in accordance with the guidance for business combinations presented in ASC 805, and reflect the allocation of our preliminary purchase price to the assets acquired and liabilities assumed in the Acquisition based on their estimated fair values. The historical financial information has been adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are: (i) directly attributable to the Acquisition; (ii) factually supportable; and (iii) with respect to the condensed combined statements of operations and comprehensive income, expected to have a continuing impact on our combined results of operations.

 

The unaudited pro forma condensed combined financial information is presented for informational purposes only and is not necessarily indicative of the operating results or financial position that would have occurred if the Acquisition had been affected on the dates previously set forth, nor is it indicative of the future operating results or financial position in combination. Our preliminary purchase price allocation was made using our best estimates of fair value, which are dependent upon certain valuation and other analyses that are not yet final. As a result, the unaudited pro forma purchase price adjustments related to the Acquisition are preliminary and subject to further adjustments as additional information becomes available and as additional analyses are performed during the applicable measurement period under ASC 805 (up to one year from the Acquisition date). There can be no assurances that any final valuations will not result in material adjustments to our preliminary estimated purchase price allocation. Further, the unaudited pro forma condensed combined financial information does not give effect to the potential impact of anticipated synergies, operating efficiencies, cost savings or transaction and integration costs that may result from the Acquisition.

 

The unaudited pro forma condensed combined financial information should be read in conjunction with our historical consolidated financial statements and their accompanying notes presented in our Annual Report on Form 10-K for the year ended December 31, 2015 and our Quarterly Report on Form 10-Q for the nine months ended September 30, 2016, as well as the historical consolidated financial statements of Telcare for the year ended December 31, 2015.

 

1



 

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2016

(IN THOUSANDS)

 

 

 

Historical Information

 

 

 

Pro Forma

 

Pro Forma

 

 

 

 

 

BioTelemetry, Inc.

 

Telcare, Inc.

 

Combined

 

Adjustments

 

Combined

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

32,255

 

3,122

 

35,377

 

(10,122

)

25,255

 

a, b

 

Accounts receivable, net

 

15,654

 

 

15,654

 

 

15,654

 

 

 

Other accounts receivable, net

 

12,794

 

600

 

13,394

 

(56

)

13,338

 

b

 

Inventory

 

3,810

 

1,377

 

5,187

 

 

5,187

 

 

 

Prepaid expenses and other current assets

 

3,831

 

110

 

3,941

 

1,050

 

4,991

 

b

 

Total Current Assets

 

68,344

 

5,209

 

73,553

 

(9,128

)

64,425

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

26,313

 

37

 

26,350

 

 

26,350

 

 

 

Intangible assets, net

 

31,606

 

 

31,606

 

2,800

 

34,406

 

b

 

Goodwill

 

37,251

 

 

37,251

 

3,316

 

40,567

 

a, b

 

Other assets

 

1,697

 

253

 

1,950

 

930

 

2,880

 

b

 

Total assets

 

$

165,211

 

5,499

 

170,710

 

(2,082

)

168,628

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

9,755

 

706

 

10,461

 

(209

)

10,252

 

b

 

Accrued liabilities

 

14,958

 

496

 

15,454

 

(325

)

15,129

 

b

 

Current portion of capital lease obligations

 

211

 

 

211

 

 

211

 

 

 

Current portion of long-term debt

 

12,818

 

2,338

 

15,156

 

(2,338

)

12,818

 

b

 

Deferred revenue

 

4,945

 

138

 

5,083

 

(89

)

4,994

 

b

 

Total current liabilities

 

42,687

 

3,678

 

46,365

 

(2,961

)

43,404

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deferred tax liability

 

1,340

 

 

1,340

 

 

1,340

 

 

 

Long-term capital lease obligations

 

141

 

 

141

 

 

141

 

 

 

Long-term debt

 

24,244

 

 

24,244

 

 

24,244

 

 

 

Other liabilities

 

1,767

 

 

1,767

 

2,700

 

4,467

 

a

 

Total liabilities

 

70,179

 

3,678

 

73,857

 

(261

)

73,596

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Convertible redeemable Series B preferred stock

 

 

11,962

 

11,962

 

(11,962

)

 

b

 

Convertible redeemable Series C preferred stock

 

 

17,962

 

17,962

 

(17,962

)

 

b

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

Common stock

 

28

 

24

 

52

 

(24

)

28

 

b

 

Paid-in capital

 

278,767

 

31,141

 

309,908

 

(31,141

)

278,767

 

b

 

Accumulated other comprehensive loss

 

(10

)

 

(10

)

 

(10

)

 

 

Accumulated deficit

 

(183,753

)

(59,272

)

(243,025

)

59,272

 

(183,753

)

b, c, d, e, f, g, h, i, j, k, l

 

Convertible Series A preferred stock

 

 

4

 

4

 

(4

)

 

b

 

Total stockholders’ equity

 

95,032

 

(28,103

)

66,929

 

28,103

 

95,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

165,211

 

5,499

 

170,710

 

(2,082

)

168,628

 

 

 

 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND
COMPREHENSIVE INCOME

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2016

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Historical Information

 

 

 

Pro Forma

 

Pro Forma

 

 

 

 

 

BioTelemetry, Inc.

 

Telcare, Inc.

 

Combined

 

Adjustments

 

Combined

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

154,375

 

3,832

 

158,207

 

(292

)

157,915

 

c

 

Cost of revenues

 

57,961

 

1,442

 

59,403

 

 

59,403

 

 

 

Gross profit

 

96,414

 

2,390

 

98,804

 

(292

)

98,512

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

40,577

 

1,652

 

42,229

 

30

 

42,259

 

c, d, e, k

 

Sales and marketing

 

21,687

 

1,122

 

22,809

 

(31

)

22,778

 

d, g

 

Bad debt expense

 

7,797

 

 

7,797

 

 

7,797

 

 

 

Research and development

 

5,888

 

2,647

 

8,535

 

(434

)

8,101

 

d, e, g

 

Other charges

 

5,844

 

250

 

6,094

 

(217

)

5,877

 

h

 

Total operating expenses

 

81,793

 

5,671

 

87,464

 

(652

)

86,812

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

14,621

 

(3,281

)

11,340

 

360

 

11,700

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other (loss) income, net

 

(1,686

)

(63

)

(1,749

)

66

 

(1,683

)

j

 

Income (loss) before income taxes

 

12,935

 

(3,344

)

9,591

 

426

 

10,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Provision for) benefit from income taxes

 

(529

)

 

(529

)

139

 

(390

)

l

 

Net income (loss)

 

12,406

 

(3,344

)

9,062

 

565

 

9,627

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive income

 

2

 

 

2

 

 

2

 

 

 

Comprehensive income (loss)

 

$

12,408

 

(3,344

)

9,064

 

565

 

9,629

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.45

 

 

 

 

 

 

 

0.35

 

 

 

Diluted

 

$

0.42

 

 

 

 

 

 

 

0.32

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

27,810,763

 

 

 

 

 

 

 

27,810,763

 

 

 

Diluted

 

29,857,225

 

 

 

 

 

 

 

29,857,225

 

 

 

 

2



 

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME

FOR THE YEAR ENDED DECEMBER 31, 2015

(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

 

 

 

Historical Information

 

 

 

Pro Forma

 

Pro Forma

 

 

 

 

 

BioTelemetry, Inc.

 

Telcare, Inc.

 

Combined

 

Adjustments

 

Combined

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$

178,513

 

4,898

 

183,411

 

(653

)

182,758

 

c

 

Cost of revenues

 

71,956

 

2,180

 

74,136

 

 

74,136

 

 

 

Gross profit

 

106,557

 

2,718

 

109,275

 

(653

)

108,622

 

 

 

Operating expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

47,882

 

3,936

 

51,818

 

(1,303

)

50,515

 

c, d, e, f, g, k

 

Sales and marketing

 

27,936

 

4,207

 

32,143

 

(1,623

)

30,520

 

d, e, g

 

Bad debt expense

 

8,047

 

 

8,047

 

 

8,047

 

 

 

Research and development

 

7,111

 

5,002

 

12,113

 

(1,249

)

10,864

 

d, e, g

 

Other charges

 

6,063

 

740

 

6,803

 

(679

)

6,124

 

h

 

Total operating expenses

 

97,039

 

13,885

 

110,924

 

(4,854

)

106,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations

 

9,518

 

(11,167

)

(1,649

)

4,201

 

2,552

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest and other (loss) income, net

 

(1,622

)

553

 

(1,069

)

(551

)

(1,620

)

i, j

 

Income (loss) before income taxes

 

7,896

 

(10,614

)

(2,718

)

3,650

 

932

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Provision for) benefit from income taxes

 

(468

)

 

(468

)

411

 

(57

)

l

 

Net income (loss)

 

7,428

 

(10,614

)

(3,186

)

4,061

 

875

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other comprehensive loss

 

(12

)

 

(12

)

 

(12

)

 

 

Comprehensive income (loss)

 

$

7,416

 

(10,614

)

(3,198

)

4,061

 

863

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.27

 

 

 

 

 

 

 

0.03

 

 

 

Diluted

 

$

0.26

 

 

 

 

 

 

 

0.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares outstanding

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

27,116,300

 

 

 

 

 

 

 

27,116,300

 

 

 

Diluted

 

29,089,211

 

 

 

 

 

 

 

29,089,211

 

 

 

 

1.              Basis of Pro Forma Presentation

 

On December 1, 2016, through our wholly-owned subsidiary, BioTelemetry Care Management, LLC, we entered into a Share and Asset Purchase Agreement (the “Agreement”) with Telcare, pursuant to which the Company acquired the outstanding stock of Telcare’s sole subsidiary, TMS, as well as certain assets and liabilities of Telcare. The unaudited pro forma condensed combined balance sheet at September 30, 2016 combines our historical condensed consolidated balance sheet with the historical condensed consolidated balance sheet of Telcare as if the Acquisition had occurred on that date. The unaudited pro forma condensed combined statements of operations and comprehensive income for the nine months ended September 30, 2016 and for the year ended December 31, 2015 combine our historical condensed consolidated statements of operations and comprehensive income with the condensed consolidated statements of operations and comprehensive income of Telcare as if the Acquisition had occurred on January 1, 2015. The historical financial information is adjusted in the unaudited pro forma condensed combined financial information to give effect to pro forma events that are: (i) directly attributable to the Acquisition; (ii) factually supportable; and (iii) with respect to the condensed combined statements of operations and comprehensive income, expected to have a continuing impact on our combined results.

 

2.              Preliminary Consideration Transferred

 

Pursuant to the Agreement, we paid total consideration of $7.0 million in cash at closing, with the potential for a performance-based earn out of up to $5.0 million, should Telcare’s operations meet certain financial milestones as defined in the Agreement. The fair value of the total consideration transferred in the Acquisition, including contingent consideration, is estimated at $9.7 million.

 

The estimated fair value of the contingent consideration is measured using unobservable inputs such as projected payment dates, probabilities of meeting specified milestones, and other such variables resulting in payment amounts which are discounted back to present value using a probability-weighted discounted cash flow model. These methods require the use of significant judgments and assumptions. As such, the estimated fair value of the contingent consideration, which is based on our preliminary assumptions, is subject to material change.

 

3



 

3.              Preliminary Purchase Price Allocation

 

Under the acquisition method of accounting outlined in ASC 805, the identifiable assets acquired and liabilities assumed in the Acquisition are recorded at their Acquisition-date fair values and are included in the Company’s consolidated financial position. Our unaudited pro forma adjustments are preliminary in nature and based on the estimates of fair value for all assets acquired and liabilities assumed to illustrate the estimated effect of the Acquisition on our condensed consolidated balance sheet at September 30, 2016. Accordingly, the unaudited pro forma purchase price allocation is subject to further adjustments as additional information becomes available and as additional analyses are performed. The primary areas that are not yet finalized relate to our estimated fair values for inventory, identifiable intangible assets, and deferred taxes. There can be no assurances that any final valuations will not result in material adjustments to our preliminary estimated purchase price allocation.

 

The following table summarizes the preliminary purchase price allocation for the assets acquired and liabilities assumed in connection with the Acquisition:

 

 

 

 

 

Weighted

 

 

 

 

 

Average Life

 

 

 

Amount

 

(Years)

 

Fair value of assets acquired

 

 

 

 

 

Other accounts receivable

 

$

544

 

 

 

Inventory

 

1,377

 

 

 

Prepaid expenses and other current assets

 

1,160

 

 

 

Property and equipment

 

37

 

 

 

Identifiable intangible assets:

 

 

 

 

 

Trade name

 

400

 

Indefinite

 

Technology

 

1,800

 

5

 

Customer relationships

 

400

 

5

 

Covenant not-to-compete

 

200

 

3

 

Total identifiable intangible assets

 

2,800

 

 

 

Other assets

 

1,183

 

 

 

Total assets acquired

 

7,101

 

 

 

 

 

 

 

 

 

Fair value of liabilities assumed

 

 

 

 

 

Accounts payable

 

497

 

 

 

Accrued liabilities

 

171

 

 

 

Deferred revenue

 

49

 

 

 

Total liabilities assumed

 

717

 

 

 

Total identifiable net assets

 

6,384

 

 

 

Fair value of consideration transferred

 

9,700

 

 

 

Goodwill

 

$

3,316

 

 

 

 

The excess of the fair value of the total consideration transferred for the Acquisition over the net assets acquired has been recognized as goodwill, which represents the expected future benefits arising from the assembled workforce and other synergies attributable to cost savings opportunities.

 

Our unaudited pro forma purchase price allocation includes certain identifiable intangible assets with an estimated fair value of approximately $2.8 million. The fair value of the identifiable intangible assets acquired was estimated using a combination of asset-based and income-based valuation methodologies. The asset-based valuation methodology established a fair value estimate based on the cost of replacing the asset, less amortization from functional use and economic obsolescence, if present and measureable. The income-based valuation methodology utilizes a probability-weighted discounted cash flow technique where the expected future economic benefits of ownership of an asset are discounted back to present value. This valuation technique requires us to make certain assumptions about, including, but not limited to, future operating performance and cash flow, royalty rates, and other such variables which are discounted to present value using a discount rate that reflects the risk factors associated with future cash flow, the characteristics of the assets acquired, and the experience of the acquired business. Such estimates are subject to change, possibly materially, as additional information becomes available and as additional analyses are performed.

 

4



 

4.              Pro Forma Adjustments

 

The pro forma adjustments included in the unaudited pro forma condensed combined financial information are as follows:

 

a.)          Adjustment to reflect the fair value of the total consideration transferred for the Acquisition, inclusive of $7.0 million in cash paid at closing and contingent consideration with an estimated fair value of $2.7 million at the Acquisition date.

b.)          Adjustment to reflect our preliminary purchase price allocation, which assigns our estimates of fair value to all assets acquired and liabilities assumed. The adjustment also reflects the elimination of Telcare’s historical equity balances as the Acquisition was primarily an asset acquisition, as well as all assets and liabilities not acquired or assumed by the Company as part of the transaction. The following represents an allocation of these adjustments to Telcare’s unaudited historical condensed consolidated balance sheet as of September 30, 2016:

 

 

 

(In Thousands)

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Not Acquired

 

Fair Value

 

 

 

 

 

Historical

 

Liabilities

 

And Other

 

Adjusted

 

 

 

Telcare, Inc.

 

Not Assumed

 

Adjustments

 

Telcare, Inc.

 

 

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

Current assets

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

3,122

 

(3,122

)

 

 

 

Other accounts receivable, net

 

600

 

(56

)

 

 

544

 

Inventory

 

1,377

 

 

 

 

 

1,377

 

Prepaid expenses and other current assets

 

110

 

 

 

1,050

 

1,160

 

Total Current Assets

 

5,209

 

 

 

 

 

3,081

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

37

 

 

 

 

 

37

 

Intangible assets, net

 

 

 

 

2,800

 

2,800

 

Goodwill

 

 

 

 

3,316

 

3,316

 

Other assets

 

253

 

(244

)

1,174

 

1,183

 

Total assets

 

$

5,499

 

 

 

 

 

10,417

 

 

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

Current liabilities

 

 

 

 

 

 

 

 

 

Accounts payable

 

$

706

 

(209

)

 

 

497

 

Accrued liabilities

 

496

 

(325

)

 

 

171

 

Current portion of long-term debt

 

2,338

 

(2,338

)

 

 

 

Deferred revenue

 

138

 

(89

)

 

 

49

 

Total current liabilities

 

3,678

 

 

 

 

 

717

 

 

 

 

 

 

 

 

 

 

 

Convertible redeemable Series B preferred stock

 

11,962

 

(11,962

)

 

 

 

Convertible redeemable Series C preferred stock

 

17,962

 

(17,962

)

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity

 

 

 

 

 

 

 

 

 

Common stock

 

24

 

(24

)

 

 

 

Paid-in capital

 

31,141

 

 

 

(21,441

)

9,700

 

Accumulated deficit

 

(59,272

)

 

 

59,272

 

 

Convertible Series A preferred stock

 

4

 

(4

)

 

 

 

Total stockholders’ equity

 

(28,103

)

 

 

 

 

9,700

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

5,499

 

 

 

 

 

10,417

 

 

c.)           Adjustment to eliminate revenues recognized related to a change in the accounting for certain outstanding accounts receivable for a significant customer. In 2016, Telcare entered into a note receivable with this customer which is included as an asset with an estimated fair value of approximately $2.2 million in our preliminary purchase price allocation. The note receivable is allocated between its current and long-term portions as a component of prepaid expenses and other current assets and other assets above. The adjustment also includes the elimination of related professional fees incurred to facilitate the note receivable.

 

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d.)          Adjustment for salaries, benefits and other employee-related expenses which are attributable to certain operations of Telcare not acquired by the Company as part of the Acquisition.

e.)           Adjustment for professional fees which are attributable to certain operations of Telcare not acquired by the Company as part of the Acquisition.

f.)            Adjustment to eliminate expenses incurred by Telcare’s board of directors.

g.)           Adjustment to eliminate rent and other facility charges for locations not acquired by the Company as part of the Acquisition.

h.)          Adjustment to eliminate severance and other charges which are attributable to certain operations of Telcare not acquired by the Company as part of the Acquisition.

i.)              Adjustment to eliminate the mark-to-market adjustment of $0.7 million for Telcare’s warrant liability resulting from their Series B preferred stock.

j.)             Adjustment to eliminate the interest expense of $0.1 million associated with Telcare’s historical debt structure for the nine months ended September 30, 2016 and for the year ended December 31, 2016. None of Telcare’s debt was assumed by the Company as a result of the Acquisition.

k.)          Adjustment to reflect amortization expense on acquired definite-lived intangible assets.

l.)              Adjustment to reflect the tax benefit of the combined results of operations and pro forma adjustments at the Company’s historical effective tax rates of 4.8% and 5.9% for the nine months ended September 30, 2016 and for the year ended December 31, 2015, respectively. The pro forma presentation utilizes the Company’s historical effective tax rates due to significant net operating loss carryforwards that can be utilized to offset future taxable income for the Company. Our current effective tax rates primarily reflect alternative minimum tax assessments as well as certain book-to-tax differences for the Company’s indefinite-lived intangible assets.

 

The following table summarizes the impact of these pro forma adjustments to the operating expense classifications presented in the unaudited pro forma condensed combined statements of operations and comprehensive income for the nine months ended September 30, 2016 and for the year ended December 31, 2015:

 

 

 

(In Thousands)

 

 

 

General And

 

Sales And

 

Research And

 

Other

 

 

 

 

 

 Administrative

 

Marketing

 

Development

 

Charges

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Nine Months Ended September 30, 2016

 

 

 

 

 

 

 

 

 

 

 

c Note receivable

 

$

(24

)

 

 

 

 

 

 

(24

)

d Salaries, benefits and employee-related costs

 

(189

)

(30

)

(339

)

 

 

(558

)

e Professional fees

 

(137

)

 

 

(94

)

 

 

(231

)

g Rent and other facility charges

 

 

 

(1

)

(1

)

 

 

(2

)

h Severance and other charges

 

 

 

 

 

 

 

(217

)

(217

)

k Amortization

 

380

 

 

 

 

 

 

 

380

 

 

 

$

30

 

(31

)

(434

)

(217

)

(652

)

 

 

 

 

 

 

 

 

 

 

 

 

For the Year Ended December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

c Note receivable

 

$

(24

)

 

 

 

 

 

 

(24

)

d Salaries, benefits and employee-related costs

 

(1,138

)

(1,446

)

(1,231

)

 

 

(3,815

)

e Professional fees

 

32

 

(165

)

(9

)

 

 

(142

)

f Board of directors

 

(440

)

 

 

 

 

 

 

(440

)

g Rent and other facility charges

 

(240

)

(12

)

(9

)

 

 

(261

)

h Severance and other charges

 

 

 

 

 

 

 

(679

)

(679

)

k Amortization

 

507

 

 

 

 

 

 

 

507

 

 

 

$

(1,303

)

(1,623

)

(1,249

)

(679

)

(4,854

)

 

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