Document
false0001574774 0001574774 2020-07-30 2020-07-30


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): July 30, 2020
https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-logo1a05.jpg
BioTelemetry, Inc.
(Exact name of registrant as specified in its charter)
 
Delaware
 
000-55039
 
46-2568498
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
1000 Cedar Hollow Road
 
 
Malvern,
Pennsylvania
 
19355
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: (610) 729-7000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per share
BEAT
NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
 






Item 2.02 Results of Operations and Financial Condition.
On July 30, 2020, BioTelemetry, Inc. issued a press release announcing its financial results for the second quarter ended June 30, 2020. Such information, including the Exhibit attached hereto, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing. A copy of the press release is included herewith as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number
 
Exhibit Title
 
104
 
Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
 
BioTelemetry, Inc.
 
 
 
 
 
 
 
 
Date: July 30, 2020
 
By:
/s/ Heather C. Getz
 
 
 
 
 
 
 
Name:
Heather C. Getz
 
 
 
Title:
Executive Vice President, Chief Financial and Administrative Officer



Exhibit
Exhibit 99.1

https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa08.jpg

BioTelemetry, Inc. Reports Second Quarter 2020 Financial Results
Posts Strong Results and Ramps Up Business Development Activity

Malvern, PA – July 30, 2020 – BioTelemetry, Inc. (NASDAQ:BEAT), the leading remote medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care, today reported results for the quarter ended June 30, 2020.

Company Highlights

Recognized quarterly total revenue of $99.1 million
Total revenue declined 11.4% year-over-year due to the impact of COVID-19 across most of our businesses
Reported quarterly GAAP net income of $2.3 million, or 2.3% of total revenue
Realized quarterly adjusted EBITDA of $25.6 million, or 25.8% of total revenue
Acquired Remote Patient Monitoring (“RPM”) assets from a subsidiary of Centene Corporation
Entered into Sales Agent Agreement with Boston Scientific
Assumed responsibility to service Roche’s remote INR patient base

President and CEO Commentary

Joseph H. Capper, President and Chief Executive Officer of BioTelemetry, Inc., commented:

“Due to the unwavering commitment of the entire BioTelemetry team, we continued to successfully navigate the current external challenges. As such, our business recovered faster than anticipated during the quarter, finishing strong with total revenue of $99.1 million and adjusted EBITDA of $25.6 million. Cardiac monitoring volumes bounced off their April lows, quickly returning to more normalized levels by quarter end. Given the encouraging trends coming out of the quarter, we believe we will soon be back to delivering year-over-year revenue and earnings growth.

“As I shared previously, in early April we streamlined our cost structure to manage through the downturn. As the business improved, we were able to call back all furloughed employees and are now operating at pre-pandemic headcount levels. We have pivoted back into an offensive posture as evidenced by the advancement of several business initiatives. The acquisition of Centene’s RPM assets is a key step toward increasing our commercial activity in the rapidly growing population health management market. The Boston Scientific and Roche agreements are designed to extend the capabilities of our market-leading cardiac monitoring franchise.

“We are more confident than ever that the post COVID-19 healthcare environment will demand a host of telehealth and remote monitoring solutions. As one of the largest, fastest growing and most profitable connected health companies, we are perfectly positioned to capitalize on this opportunity.”


https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

Second Quarter Financial Results

Total revenue for the second quarter 2020 was $99.1 million compared to $111.8 million for the second quarter 2019, a decrease of $12.7 million, or 11.4%.

Gross profit for the second quarter 2020 was $61.5 million, or 62.1% of total revenue, compared to $70.2 million, or 62.8% of total revenue, for the second quarter 2019.

On a GAAP basis, net income for the second quarter 2020 was $2.3 million, or $0.06 per diluted share, compared to net income of $8.3 million, or $0.23 per diluted share, for the second quarter 2019. The decline in net income was primarily due to the impact of COVID-19 on total revenue, partially offset by decreases in operating costs as we scaled back our operations due to the reduced demand.

On an adjusted basis1, net income for the second quarter 2020 was $12.9 million, or $0.35 per diluted share. This compares to adjusted net income of $19.4 million, or $0.53 per diluted share, for the second quarter 2019. The decline in non-GAAP adjusted net income was consistent with the change in GAAP net income. The details regarding adjusted net income are included in the reconciliation tables included in this release.

1 The Company believes that providing non-GAAP financial measures offers a meaningful representation of our performance, as we exclude expenses that are not necessary to support our ongoing business. We also make adjustments to facilitate year over year comparisons. Please refer to our “Reconciliation of GAAP to Non-GAAP Financial Measures” in this release for additional information.


Conference Call

BioTelemetry, Inc. will host an earnings conference call on Thursday, July 30, 2020, at 5:00 PM Eastern Time. The call will be webcast on the investor information page of our website, www.gobio.com/investors/events. The call will be archived on our website for at least two weeks.

About BioTelemetry

BioTelemetry, Inc. is the leading remote medical technology company focused on the delivery of health information to improve quality of life and reduce cost of care. We provide remote cardiac monitoring, centralized core laboratory services for clinical trials, remote blood glucose monitoring and original equipment manufacturing that serves both healthcare and clinical research customers. More information can be found at www.gobio.com.

Cautionary Statement Regarding Forward-Looking Statements

This document includes certain forward-looking statements within the meaning of the “Safe Harbor” provisions of the Private Securities Litigation Reform Act of 1995 regarding, among other things, our growth prospects, the prospects for our products and our confidence in our future. These statements may be identified by words such as “expect,” “anticipate,” “estimate,” “intend,” “plan,” “believe,” “promises” and other words and terms of similar meaning. Examples of forward-looking statements include statements we make regarding the successful execution of our operating plan, including the success of the Sales Agent Agreement with Boston Scientific, our ability to increase demand for our products and services, to grow our market share and to recover from the impacts of the COVID-19 pandemic, our expectations regarding revenue trends in our segments, and our expectations regarding the growth and success related to the acquisition of Centene’s RPM assets and Roche’s remote INR patient base. Such forward-looking statements are based on current expectations and involve inherent risks and


https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

uncertainties, including important factors that could delay, divert or change any of these expectations, and could cause actual outcomes and results to differ materially from current expectations. These factors include, among other things: our ability to identify acquisition candidates, acquire them on attractive terms and integrate their operations into our business; our ability to educate physicians and continue to obtain prescriptions for our products and services; changes to insurance coverage and reimbursement levels by Medicare and commercial payors for our products and services; our ability to attract and retain talented executive management and sales personnel; the commercialization of new competitive products; acceptance of our new products and services, such as our mobile cardiac telemetry patch; the impact of the COVID-19 pandemic; the impact of the October 2019 information technology incident; our ability to obtain and maintain required regulatory approvals for our products, services and manufacturing facilities; changes in governmental regulations and legislation; adverse regulatory actions; our ability to obtain and maintain adequate protection of our intellectual property; interruptions or delays in the telecommunications systems and/or information technology systems that we use; our ability to successfully resolve outstanding legal proceedings; and the other factors that are described in “Part I; Item 1A. Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2019, as well as the factors that are described in “Part II; Item 1A. Risk Factors” of our Quarterly Report on Form 10-Q for the quarter ended March 31, 2020.

We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events, or otherwise, except as may be required by law.

Contact:     BioTelemetry, Inc.
Heather C. Getz
Executive Vice President, Chief Financial and Administrative Officer
800-908-7103
investorrelations@gobio.com



https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

BioTelemetry, Inc.
Consolidated Statements of Operations
(unaudited)
 
Three Months Ended
 
Six Months Ended
 
June 30,
 
June 30,
(in thousands, except per share data)
2020
 
2019
 
2020
 
2019
Revenue
$
89,407

 
$
111,803

 
$
202,438

 
$
215,782

Other revenue
9,702

 

 
9,702

 

Total revenue
99,109

 
111,803

 
212,140

 
215,782

Cost of revenue
37,582

 
41,563

 
80,105

 
80,764

Gross profit
61,527

 
70,240

 
132,035

 
135,018

Gross profit %
62.1
%
 
62.8
%
 
62.2
%
 
62.6
%
 
 
 
 
 
 
 
 
Operating expenses:
 
 
 
 
 
 
 
General and administrative
31,099

 
30,587

 
62,980

 
58,194

Sales and marketing
10,521

 
12,795

 
23,967

 
25,235

Credit loss expense
6,166

 
5,379

 
12,186

 
10,527

Research and development
2,699

 
3,532

 
6,267

 
6,865

Other charges
5,003

 
2,234

 
7,087

 
5,304

Total operating expenses
55,488

 
54,527

 
112,487

 
106,125

 
 
 
 
 
 
 
 
Income from operations
6,039

 
15,713

 
19,548

 
28,893

 
 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
 
Interest expense
(1,702
)
 
(2,538
)
 
(3,809
)
 
(5,020
)
Loss on equity method investments

 
(154
)
 

 
(186
)
Other non-operating income/(expense), net
(1,400
)
 
86

 
(469
)
 
(968
)
Total other expense, net
(3,102
)
 
(2,606
)
 
(4,278
)
 
(6,174
)
 
 
 
 
 
 
 
 
Income before income taxes
2,937

 
13,107

 
15,270

 
22,719

Provision for income taxes
(656
)
 
(4,807
)
 
(5,880
)
 
(2,734
)
Net income
$
2,281

 
$
8,300

 
$
9,390

 
$
19,985

 
 
 
 
 
 
 
 
Net income per common share:
 
 
 
 
 
 
 
Basic
$
0.07

 
$
0.25

 
$
0.27

 
$
0.59

Diluted
$
0.06

 
$
0.23

 
$
0.26

 
$
0.55

 
 
 
 
 
 
 
 
Weighted average number of common shares outstanding:
 
 
 
 
 
 
 
Basic
34,290

 
33,825

 
34,238

 
33,806

Diluted
36,609

 
36,318

 
36,669

 
36,444




https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

BioTelemetry, Inc.
Condensed Consolidated Balance Sheets
 
June 30,
2020
 
December 31,
2019
(in thousands)
 
ASSETS
(unaudited)
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
84,003

 
$
68,614

Healthcare accounts receivable, net
65,525

 
71,851

Other accounts receivable, net
15,088

 
15,625

Inventory
6,929

 
5,738

Prepaid expenses and other current assets
4,371

 
6,505

Total current assets
175,916

 
168,333

 
 
 
 
Property and equipment, net
60,275

 
56,380

Intangible assets, net
128,324

 
129,596

Goodwill
301,333

 
301,321

Deferred tax assets
7,156

 
12,626

Other assets
36,653

 
17,464

Total assets
$
709,657

 
$
685,720

 
 
 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
Current liabilities:
 
 
 
Accounts payable
21,491

 
24,198

Accrued liabilities
48,006

 
27,318

Current portion of finance lease obligations
255

 
394

Current portion of long-term debt

 
3,844

Total current liabilities
69,752

 
55,754

 
 
 
 
Long-term portion of finance lease obligations
224

 
289

Long-term debt
157,655

 
190,823

Other long-term liabilities
98,198

 
71,937

Total liabilities
325,829

 
318,803

 
 
 
 
Total stockholders’ equity
383,828

 
366,917

 
 
 
 
Total liabilities and stockholders’ equity
$
709,657

 
$
685,720




https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

BioTelemetry, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
Quarterly Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Net Income Per Share
 
 
Three Months Ended
(Unaudited)
 
June 30, 2020
(in thousands, except per share data)
 
Income from operations
 
Income before income taxes
 
Net income
 
Net income per diluted share*
GAAP
 
$
6,039

 
$
2,937

 
$
2,281

 
$
0.06

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Other charges (a)
 
5,003

 
5,003

 
5,003

 
0.14

Acquisition amortization (b)
 
3,680

 
3,680

 
3,680

 
0.10

Other expense adjustments (c)
 

 
1,697

 
1,697

 
0.05

Income tax effect of adjustments (d)
 

 

 
(3,002
)
 
(0.08
)
Impact of NOL utilization (e)
 

 

 
3,199

 
0.09

Non-GAAP Adjusted
 
$
14,722

 
$
13,317

 
$
12,858

 
$
0.35

* Total does not add due to rounding
 
 
 
 
 
 
 
 

 
 
Three Months Ended
(Unaudited)
 
June 30, 2019
(in thousands, except per share data)
 
Income from operations
 
Income before income taxes
 
Net income
 
Net income per diluted share
GAAP
 
$
15,713

 
$
13,107

 
$
8,300

 
$
0.23

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Other charges (a)
 
2,234

 
2,234

 
2,234

 
0.06

Acquisition amortization (b)
 
3,812

 
3,812

 
3,812

 
0.10

Other expense adjustments (c)
 

 
932

 
932

 
0.03

Income tax effect of adjustments (d)
 

 

 
(1,442
)
 
(0.04
)
Impact of NOL utilization (e)
 

 

 
5,580

 
0.15

Non-GAAP Adjusted
 
$
21,759

 
$
20,085

 
$
19,416

 
$
0.53


a.
In the second quarter 2020, other charges of $5.0 million were primarily due to a $2.1 million unfavorable change in the fair value of acquisition-related contingent consideration, $1.8 million of integration and other non-recurring charges, $0.8 million for patent and other litigation and $0.3 million of costs related to our October 2019 information technology incident. In the second quarter 2019, other charges of $2.2 million were primarily due to $2.6 million for patent and other litigation and $1.4 million for integration and restructuring activities related to our acquisitions, partially offset by a $1.8 million reduction in the fair value of acquisition-related contingent consideration.

b.
In the second quarter 2020 and 2019, we recognized $3.7 million and $3.8 million of expense, respectively, related to the amortization of acquisition-related intangible assets. We have excluded this amortization of acquisition-related intangible assets from non-GAAP adjusted net income due to the non-operational nature of the expense. This amortization was recorded as a component of general and administrative expense.

c.
In the second quarter 2020, we had an unrealized foreign exchange loss of $1.3 million and incurred $0.4 million of interest expense related to a portion of the Geneva Healthcare deferred purchase consideration. In the second quarter 2019, we had an unrealized foreign exchange loss of $1.5 million and interest expense of $0.1 million related to a portion of the Geneva Healthcare deferred purchase consideration, partially offset by a $0.7 million gain associated with the termination of a former LifeWatch foreign pension plan.

d.
Represents the tax effect of the non-GAAP adjustments at the Company’s annual effective tax rate.

e.
After giving effect to taxes at the estimated annual effective tax rate on the adjustments, the utilization of net operating loss carryforwards and exclusion of discrete items had a positive $3.2 million and a positive $5.6 million impact on the second quarter 2020 and 2019, respectively.





https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

BioTelemetry, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
Year-to-Date Non-GAAP Adjusted Net Income and Non-GAAP Adjusted Net Income Per Share
 
 
Six Months Ended
(Unaudited)
 
June 30, 2020
(in thousands, except per share data)
 
Income from operations
 
Income before income taxes
 
Net income
 
Net income per diluted share
GAAP
 
$
19,548

 
$
15,270

 
$
9,390

 
$
0.26

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Other charges (f)
 
7,087

 
7,087

 
7,087

 
0.19

Acquisition amortization (g)
 
7,408

 
7,408

 
7,408

 
0.20

Other expense adjustments (h)
 

 
1,165

 
1,165

 
0.03

Income tax effect of adjustments (i)
 

 

 
(5,204
)
 
(0.14
)
Impact of NOL utilization (j)
 

 

 
9,397

 
0.26

Non-GAAP Adjusted
 
$
34,043

 
$
30,930

 
$
29,243

 
$
0.80


 
 
Six Months Ended
(Unaudited)
 
June 30, 2019
(in thousands, except per share data)
 
Income from operations
 
Income before income taxes
 
Net income
 
Net income per diluted share
GAAP
 
$
28,893

 
$
22,719

 
$
19,985

 
$
0.55

Non-GAAP adjustments:
 
 
 
 
 
 
 
 
Other charges (f)
 
5,304

 
5,304

 
5,304

 
0.15

Acquisition amortization (g)
 
7,074

 
7,074

 
7,074

 
0.19

Other expense adjustments (h)
 

 
932

 
932

 
0.03

Income tax effect of adjustments (i)
 

 

 
(2,751
)
 
(0.08
)
Impact of NOL utilization (j)
 

 

 
4,081

 
0.11

Non-GAAP Adjusted
 
$
41,271

 
$
36,029

 
$
34,625

 
$
0.95


f.
For the six months ended June 30, 2020, other charges of $7.1 million were primarily due to $2.7 million for patent and other litigation, a $1.9 million unfavorable change in the fair value of acquisition-related contingent consideration, $1.3 million of acquisition and integration costs and $1.2 million of other non-recurring charges. For the six months ended June 30, 2019, other charges of $5.3 million were primarily due to $3.7 million for patent and other litigation and $3.0 million for integration and restructuring activities related to our acquisitions, partially offset by a $1.8 million reduction in the fair value of acquisition-related contingent consideration.

g.
For the six months ended June 30, 2020 and 2019, we recognized $7.4 million and $7.1 million of expense, respectively, related to the amortization of acquisition-related intangible assets. We have excluded this amortization of acquisition-related intangible assets from non-GAAP adjusted net income due to the non-operational nature of the expense. This amortization was recorded as a component of general and administrative expense.

h.
For the six months ended June 30, 2020, we incurred $0.8 million of interest expense related to a portion of the Geneva Healthcare deferred purchase consideration and had an unrealized foreign exchange loss of $0.4 million. For the six months ended June 30, 2019, we had an unrealized foreign exchange loss of $1.5 million and interest expense of $0.1 million related to a portion of the Geneva Healthcare deferred purchase consideration, partially offset by a $0.7 million gain associated with the termination of a former LifeWatch foreign pension plan.

i.
Represents the tax effect of the non-GAAP adjustments at the Company’s annual effective tax rate.

j.
After giving effect to taxes at the estimated annual effective tax rate on the adjustments, the utilization of net operating loss carryforwards and exclusion of discrete items had a positive $9.4 million and a positive $4.1 million positive impact for the six months ended June 30, 2020 and 2019, respectively.




https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

BioTelemetry, Inc.
Reconciliation of GAAP to Non-GAAP Financial Measures
Quarterly and Year-to-Date Non-GAAP Adjusted EBITDA and EBITDA Margin

(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
(in thousands)
 
2020
 
2019
 
2020
 
2019
Net income - GAAP
 
$
2,281

 
$
8,300

 
$
9,390

 
$
19,985

Provision for/(benefit from) income taxes
 
656

 
4,807

 
5,880

 
2,734

Total other expense, net
 
3,102

 
2,606

 
4,278

 
6,174

Other charges
 
5,003

 
2,234

 
7,087

 
5,304

Depreciation and amortization expense
 
10,879

 
10,192

 
21,364

 
20,213

Stock compensation expense
 
3,678

 
3,477

 
7,060

 
6,026

Non-GAAP Adjusted EBITDA
 
$
25,599

 
$
31,616

 
$
55,059

 
$
60,436

GAAP Net income as a percentage of total revenue
 
2.3
%
 
7.4
%
 
4.4
%
 
9.3
%
Non-GAAP Adjusted EBITDA margin
 
25.8
%
 
28.3
%
 
26.0
%
 
28.0
%



Quarterly and Year-to-Date Non-GAAP Free Cash Flow

(Unaudited)
 
Three Months Ended
 
Six Months Ended
 
 
June 30,
 
June 30,
(in thousands)
 
2020
 
2019
 
2020
 
2019
Cash provided by operating activities
 
$
56,842

 
$
18,586

 
$
69,545

 
$
36,130

Capital expenditures
 
(10,126
)
 
(10,758
)
 
(17,110
)
 
(16,092
)
Non-GAAP Free Cash Flow
 
$
46,716

 
$
7,828

 
$
52,435

 
$
20,038



Use of Non-GAAP Financial Measures

In addition to the results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”), this press release also includes certain financial measures which have been adjusted and are not in accordance with generally accepted accounting principles (“Non-GAAP financial measures”). These Non-GAAP financial measures include adjusted income from operations, adjusted income before income taxes, adjusted net income, adjusted net income per diluted share, adjusted EBITDA and free cash flow. In accordance with Regulation G of the Securities and Exchange Commission, we have provided a reconciliation of these Non-GAAP financial measures with the most directly comparable financial measure calculated in accordance with GAAP.

These Non-GAAP financial measures are not intended to replace GAAP financial measures. They are presented as supplemental measures of our performance in an effort to provide our stakeholders better visibility into our ongoing operating results and to allow for comparability to prior periods as well as to other companies’ results. Management uses these Non-GAAP financial measures to assess the financial health of our ongoing operating performance. Management encourages our stakeholders to consider all of our financial measures and to not rely on any single financial measure to evaluate our performance.

Adjusted net income for the second quarter 2020 excludes other charges of $5.0 million, $3.7 million of amortization expense related to our acquisition-related intangible assets, $1.3 million of unrealized foreign currency loss, $0.4 million of interest expense related to a portion of the Geneva Healthcare


https://cdn.kscope.io/87da8cdfcd267e4e046ec723e267ebee-beatlogoa07.jpg

deferred purchase consideration, the tax effect of these adjustments, as well as the impact from the utilization of our net operating loss carryforwards. Adjusted net income for the second quarter 2019 excludes other charges of $2.2 million, $3.8 million of amortization expense related to acquired intangibles, $1.5 million of unrealized foreign currency loss, $0.1 million of interest expense related to a portion of the Geneva Healthcare contingent consideration, a $0.7 million gain associated with the termination of a former LifeWatch foreign pension plan, the tax effect of these adjustments, as well as the impact from the utilization of net operating loss carryforwards. By excluding expenses that are considered unnecessary to support the ongoing business, are nonrecurring in nature or which limit year over year comparability, we believe these Non-GAAP financial measures offer a meaningful representation of our ongoing operating performance. Included in these excluded items are transaction related expenses, primarily legal and professional fees, integration related expenses, primarily severance, patent and other litigation, amortization of acquired intangibles, costs related to the October 2019 information technology incident net of insurance proceeds, costs related to restructuring programs aimed at streamlining operations and reducing future expense, as well as other one-time items. These excluded charges are not part of the ongoing operations, and therefore, not reflective of our core operations. We view patent litigation as an extreme measure not typically required in our industry to protect a company’s intellectual property and which has not been common practice for us. We commenced patent litigation proceedings after we uncovered specific evidence of four distinct cases of misappropriation and infringement. We can choose to resolve the outstanding matters and terminate the expense at any time. We also included the income tax effect of these adjustments.

In addition to adjusted income from operations, adjusted income before income taxes, adjusted net income, adjusted net income per diluted share and free cash flow, we also present adjusted EBITDA. This Non-GAAP financial measure excludes income taxes, total other expense, net, other charges, depreciation and amortization and stock compensation expense. EBITDA is a widely accepted financial measure which we believe our stakeholders use to compare our ongoing financial performance to that of other companies. Adjusting our EBITDA for other charges and other one-time items is a meaningful financial measure as we believe it is an indication of our ongoing operations. In addition, we also add back stock-based compensation expense because it is non-cash in nature. Other companies may calculate adjusted EBITDA in a different manner.