8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K/A

(Amendment No. 1)

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): August 31, 2018

TABULA RASA HEALTHCARE, INC.

(Exact Name of Registrant Specified in Charter)

Delaware	001-37888	46-5726437
(State or Other	(Commission File	(I.R.S. Employer
Jurisdiction of	Number)	Identification No.)
Incorporation)

228 Strawbridge Drive, Suite 100
Moorestown, New Jersey	08057
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code:   (866) 648-2767

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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 (see General Instruction A.2. below):

oWritten communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

oSoliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

oPre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

oPre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 x

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. x

Explanatory Note

On September 4, 2018, Tabula Rasa HealthCare, Inc., a Delaware corporation (“TRHC”), filed a Current Report on Form 8-K (the “Prior 8-K”) to report that TRHC’s wholly-owned subsidiary, TRHC MEC Holdings, LLC, a Delaware limited liability company (“Purchaser”), had completed its acquisition of Mediture LLC, a Minnesota limited liability company (“Mediture”), and eClusive L.L.C., a Minnesota limited liability company (“eClusive” and together with Mediture, the “Targets”), pursuant to the terms of that certain Membership Interest Purchase Agreement, dated as of August  31, 2018, by and among Purchaser, each member of the Targets, and Kelley Business Law, PLLC, solely in its capacity as the Seller Representative.

TRHC is filing this amendment to amend and restate Item 9.01 of the Prior 8-K in its entirety. Except for the foregoing, this amendment does not modify or update any other disclosure contained in the Prior 8-K.

Item 9.01 Financial Statements and Exhibits

(a)Financial Statements of Businesses Acquired

The unaudited reviewed combined financial statements of Mediture LLC and Affiliate as of June 30, 2018 and 2017 and for the six month periods ended June 30, 2018 and 2017 filed herewith and attached hereto as Exhibit 99.2 are incorporated herein by reference.

The audited combined financial statements of Mediture LLC and Affiliate as of December 31, 2017 and for the year ended December 31, 2017 filed herewith and attached hereto as Exhibit 99.3 are incorporated herein by reference.

(b)Pro Forma Financial Information

The unaudited pro forma condensed consolidated statements of operations of TRHC for the nine month period ended September 30, 2018 and for the year ended December 31, 2017 filed herewith and attached hereto as Exhibit 99.4 are incorporated herein by reference.

(d)Exhibits.

Exhibit Number	Description
23.1	Consent of Olsen Thielen & Co., Ltd.
99.1	Press release of Tabula Rasa HealthCare, Inc. issued September 4, 2018 (incorporated by reference to Exhibit 99.1 to the registrant’s Current Report on Form 8-K filed on September 4, 2018).
99.2	Unaudited reviewed combined financial statements of Mediture LLC and Affiliate as of June 30, 2018 and 2017 and for the six month periods ended June 30, 2018 and 2017.
99.3	Audited combined financial statements of Mediture LLC and Affiliate as of December 31, 2017 and for the year ended December 31, 2017.
99.4	Unaudited pro forma condensed consolidated statements of operations of Tabula Rasa HealthCare, Inc. for the nine months ended September 30, 2018 and for the year ended December 31, 2017.

2

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.

	TABULA RASA HEALTHCARE, INC.
	By:	/s/ Dr. Calvin H. Knowlton
		Dr. Calvin H. Knowlton
		Chief Executive Officer
Dated: November 16, 2018

3

EX-23.1

Exhibit 23.1

"OlsenThielen & Co., Ltd. CPAS AND ADVISORS CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-214025, 333-216674 and 333-223658) and in·the Registration Statement on FormS-3 (No. 333-220965) of Tabula Rasa HealthCare, Inc. of our reports dated August 3, 2018, with respect to: a) the unaudited reviewed combined financial statements of Mediture LLC and Affiliate as of June 30, 2018 and 2017 and for the six months ended June 30, 2018 and 2017 and b) the audited combined financial statements of Mediture LLC and Affiliate as of December 31, 2017 and for the year ended December 31, 2017, which reports appear in this Form 8-K/A of Tabula Rasa HealthCare, Inc. Olsen Thielen & Co., Ltd. Eden Prairie, Minnesota November 14, 2018 2675 Long Lake Road I Roseville, Minnesota I 55113-1117 I 651-483-4521 I 651-483-2467 FAX I otcpas.com 300 Prairie Center Drive,Suite 300 I Eden Prairie, Minnesota I 55344-7908 I 952-941-9242 I 952-941-0577 FAX

EX-99.2

Exhibit 99.2

Mediture LLC and Affiliate

Combined Financial Statements

Together with

Independent Accountants’ Review Report

June 30, 2018

Depend on Our People. Count on Our Advice.

www.otcpas.com

MEDITURE LLC AND AFFILIATE

CONTENTS

	Page
INDEPENDENT ACCOUNTANTS’ REVIEW REPORT	1
COMBINED FINANCIAL STATEMENTS:
Balance Sheet	2
Statement of Income	3
Statement of Members’ Equity	4
Statement of Cash Flows	5
Notes to Financial Statements	6-9

INDEPENDENT ACCOUNTANTS’ REVIEW REPORT

Board of Governors

Mediture LLC and Affiliate

Eden Prairie, Minnesota

We have reviewed the accompanying combined financial statements of Mediture LLC and eClusive L.L.C., which comprise the combined balance sheet as of June 30, 2018 and 2017, and the related combined statements of income, members’ equity and cash flows for the six month periods then ended, and the related notes to the financial statements. A review includes primarily applying analytical procedures to management’s financial data and making inquiries of company management. A review is substantially less in scope than an audit, the objective of which is the expression of an opinion regarding the combined financial statements as a whole. Accordingly, we do not express such an opinion.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of these combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of the combined financial statements that are free from material misstatement whether due to fraud or error.

Accountant’s Responsibility

Our responsibility is to conduct the review engagement in accordance with Statements on Standards for Accounting and Review Services promulgated by the Accounting and Review Services Committee of the AICPA. Those standards require us to perform procedures to obtain limited assurance as a basis for reporting whether we are aware of any material modifications that should be made to the combined financial statements for them to be in accordance with accounting principles generally accepted in the United States of America. We believe that the results of our procedures provide a reasonable basis for our conclusion.

Accountant’s Conclusion

Based on our review, we are not aware of any material modifications that should be made to the accompanying combined financial statements in order for them to be in accordance with accounting principles generally accepted in the United States of America.

Eden Prairie, Minnesota
August 3, 2018

2675 Long Lake Road | Roseville, Minnesota | 55113-1117 | 651-483-4521 | 651-483-2467 FAX	|	otcpas.com
300 Prairie Center Drive, Suite 300 | Eden Prairie, Minnesota | 55344-7908 | 952-941-9242 | 952-941-0577 FAX

1

MEDITURE LLC AND AFFILIATE

COMBINED BALANCE SHEET

JUNE 30, 2018 AND 2017

(See Independent Accountants’ Review Report)

	2018		2017
ASSETS
CURRENT ASSETS:
Cash	$	1,062,193	$	1,003,773
Restricted Cash	187,511		356,629
Accounts Receivable	1,333,444		824,840
Prepaid Expenses	31,224		—
Total Current Assets	2,614,372		2,185,242
PROPERTY AND EQUIPMENT, NET	382,410		397,117
TOTAL ASSETS	$	2,996,782	$	2,582,359
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Accounts Payable	$	45,252	$	143,683
Client Payables	187,511		356,629
Accrued Expenses	297,488		217,213
Total Current Liabilities	530,251		717,525
MEMBERS’ EQUITY	2,466,531		1,864,834
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	2,996,782	$	2,582,359

The accompanying notes are an integral part of the combined financial statements.

2

MEDITURE LLC AND AFFILIATE

COMBINED STATEMENT OF INCOME

SIX MONTH PERIODS ENDED JUNE 30, 2018 AND 2017

(See Independent Accountants’ Review Report)

	2018		2017
REVENUE	$	6,387,490	$	5,756,304
OPERATING EXPENSES:
Compensation	4,146,012		3,923,366
General and Administrative	751,889		702,928
Professional Services	304,033		507,108
Rent	126,026		88,103
Marketing	62,931		31,989
Insurance	20,963		193
Total Operating Expenses	5,411,854		5,253,687
INCOME FROM OPERATIONS	975,636		502,617
INTEREST EXPENSE	2,528		198
NET INCOME	$	973,108	$	502,419

The accompanying notes are an integral part of the combined financial statements.

3

MEDITURE LLC AND AFFILIATE

COMBINED STATEMENT OF MEMBERS’ EQUITY

SIX MONTH PERIODS ENDED JUNE 30, 2018 AND 2017

(See Independent Accountants’ Review Report)

	2018			2017
BALANCE at Beginning of Period	$	2,241,006		$	1,579,961
Net Income	973,108			502,419
Member Distributions	(747,583		)	(217,546		)
BALANCE at End of Period	$	2,466,531		$	1,864,834

The accompanying notes are an integral part of the combined financial statements.

4

MEDITURE LLC AND AFFILIATE

COMBINED STATEMENT OF CASH FLOWS

SIX MONTH PERIODS ENDED JUNE 30, 2018 AND 2017

(See Independent Accountants’ Review Report)

	2018			2017
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	973,108		$	502,419
Adjustments to Reconcile Net Income to Net Cash Flows from Operating Activities:
Depreciation	69,386			71,224
Changes in Assets and Liabilities:
Accounts Receivable	279,204			711,391
Prepaid Expenses	18,610			—
Accounts Payable	(77,900		)	(15,428		)
Client Payables	(533,483		)	188,505
Accrued Expenses	(64,958		)	(105,025		)
Net Cash Flows from Operating Activities	663,967			1,353,086
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment	(15,083		)	(23,561		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Payments on Lines of Credit	(150,000		)	(124,921		)
Member Distributions	(747,583		)	(217,546		)
Net Cash Flows From Financing Activities	(897,583		)	(342,467		)
NET CHANGE IN CASH AND RESTRICTED CASH	(248,699		)	987,058
CASH AND RESTRICTED CASH at Beginning of Period	1,498,403			373,344
CASH AND RESTRICTED CASH at End of Period	$	1,249,704		$	1,360,402
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid for Interest	$	2,528		$	198
Reconciliation of Cash and Restricted Cash Between Balance
Sheet and Statement of Cash Flows:
Cash	$	1,062,193		$	1,003,773
Restricted Cash	187,511			356,629
Cash and Restricted Cash at End of Period	$	1,249,704		$	1,360,402

The accompanying notes are an integral part of the combined financial statements.

5

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

(See Independent Accountants’ Review Report)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mediture LLC designs, develops, and supports a suite of clinical information systems, providing solutions for needs not met by current vendor-developed products. Mediture LLC specializes in custom integration between computer systems.

(The affiliate) eClusive L.L.C. provides third party administrator services, including claims entry and adjudication for incoming claims and payments and explanation of payments to healthcare providers. This entity also assists with regulatory reporting to keep health plans in compliance with regulations.

Accounting Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Combination

The combined financial statements include the accounts of Mediture LLC and eClusive L.L.C (the Company). These entities have common ownership. All significant intercompany transactions and accounts have been eliminated.

Mediture LLC provides management services to eClusive L.L.C.

Subsequent Events

In preparing these financial statements, the Company and its affiliate have evaluated for recognition or disclosure the events or transactions that occurred through August 3, 2018, the date the financial statements were available to be issued.

Restricted Cash and Obligation

Customers establish accounts to hold funds to satisfy claims. An offsetting liability is recorded to show that the funds are held by the Company as an agent for the customer.

The Company has adopted the accounting guidance in FASB Accounting Standards Update (ASU) No. 2016-18, Restricted Cash (Topic 230): Statement of Cash Flows. ASU 2016-18 requires organizations to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. Therefore, amounts generally described as restricted cash should be included with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts shown on the statement of cash flows. The adoption of the standard had no effect on previously reported equity. The ASU is effective for fiscal years beginning after December 15, 2017 and has been retrospectively applied.

Receivables

Receivables are reported at the amount the Company expects to collect from outstanding balances at year end. The Company monitors outstanding balances and periodically writes off balances that are determined to be uncollectible. The Company has concluded that losses on balances outstanding at year end will be immaterial.

6

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

(See Independent Accountants’ Review Report)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Management fee revenue is recognized monthly as services are rendered.

Property and Depreciation

Property, plant and equipment are recorded at original cost. Additions, improvements or major renewals are capitalized. Any gains or losses on property and equipment retirements are reflected currently in operations.

Depreciation is computed using the straight-line method based on estimated service lives.

Income Taxes

The Companies are limited liability companies, and their income or loss will be taxed to the members as if it were a partnership under the Internal Revenue Code. Therefore, the statements do not include a provision for income taxes.

The Companies review income tax positions taken or expected to be taken in income tax returns to determine if there are any income tax uncertainties. This includes positions that the entities are not subject to income taxes as pass-through entities. The Company recognizes tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on the technical merits of the positions. The Companies have identified no income tax uncertainties.

Marketing

Marketing costs are expensed as incurred.

Credit Risk

Financial instruments which potentially subject the Companies to concentrations of credit risk consist principally of cash and trade receivables. The Company and its affiliate place their cash with high credit quality financial institutions and, by policy, generally limits the amount of credit exposure to any one financial institution. At times, the Companies cash balance may exceed amounts insured by the Federal Deposit Insurance Corporation.

The Company had one customer that accounted for 13% of total accounts receivable at June 30, 2018. Exposure to losses on trade receivables is principally dependent on each customer’s financial condition.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance for accounting for revenue from contracts with customers. The new guidance outlines a single comprehensive model for companies to use in accounting for revenue from contracts with customers. This ASU is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. It can be adopted using either a retrospective approach or a modified retrospective approach. The Companies are currently evaluating this guidance to determine the impact it may have on its financial statements.

7

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

(See Independent Accountants’ Review Report)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Recently Issued Accounting Pronouncements (Continued)

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of the lease payments. The accounting guidance for lessors is largely unchanged. This ASU is effective for annual and interim periods beginning after December 15, 2019 with early adoption permitted. It is to be adopted using the modified retrospective approach. The Companies are currently evaluating this guidance to determine the impact it may have on its financial statements.

NOTE 2 - PROPERTY AND EQUIPMENT

The Company’s investment in property and equipment consists of the following:

	Service Life (Years)	2018			2017
Computer Equipment	5	$	762,495		$	660,869
Furniture and Equipment	7	143,932			168,878
Vehicles	5	—			90,644
Leasehold Improvements	7 - 39	106,123			106,123
Total		1,012,550			1,026,514
Accumulated Depreciation		(630,140		)	(629,397		)
Net		$	382,410		$	397,117

NOTE 3 - LINES OF CREDIT

The Company has revolving credit loan agreements with a bank, which enables the Company to borrow up to $750,000 at the prevailing prime interest rate plus 1% (6% at June 30, 2018). The agreement contains covenants relating to financial and reporting requirements. The agreements mature August 28, 2018. The credit lines are secured by substantially all company assets and are guaranteed by all members of the Company. No balance was outstanding on this loan at June 30, 2018 and 2017.

8

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

(See Independent Accountants’ Review Report)

NOTE 4 - LEASE COMMITMENTS

The Company and affiliate lease office space in Eden Prairie, Minnesota from an entity with common ownership. The office space in Eden Prairie, Minnesota requires monthly base rent payments plus operating expenses as defined by the lease. The lease extends to December 31, 2020.

Rent expense for the six months ended June 30, 2018 and 2017, and future minimum lease commitment are as follows:

Expense:
2018	$	126,026
2017	88,103
Commitment:
2018	$	61,600
2019	123,100
2020	123,100
Total Commitment	$	307,800

NOTE 5 - RETIREMENT PLAN

The Company has a defined contribution retirement plan in effect for its employees who meet certain age and service requirements. Employees may elect to contribute up to the statutory limit. There were no Company contributions to the plan for the six months ended June 30, 2018 and 2017. The contribution is determined annually by the Board of Governors.

NOTE 6 - MEMBER CONTROL AGREEMENT

The Company and affiliate have agreements with their members which among other provisions, gives the Companies first option to purchase membership interests offered for sale. In the event the Companies do not exercise its right, the membership interests are to be offered to the remaining members. The selling price is based upon amounts set forth in the agreement.

9

EX-99.3

Exhibit 99.3

Mediture LLC and Affiliate

Combined Financial Statements

Together with

Independent Auditors’ Report

December 31, 2017

Depend on Our People. Count on Our Advice.
www.otcpas.com

MEDITURE LLC AND AFFILIATE

CONTENTS

	Page
INDEPENDENT AUDITORS’ REPORT	1
COMBINED FINANCIAL STATEMENTS:
Balance Sheet	2
Statement of Income	3
Statement of Members’ Equity	4
Statement of Cash Flows	5
Notes to Financial Statements	6-9

INDEPENDENT AUDITORS’ REPORT

Board of Governors

Mediture LLC and Affiliate
Eden Prairie, Minnesota

Report on the Financial Statements

We have audited the accompanying combined financial statements of Mediture LLC and affiliate, which comprise the combined balance sheet as of December 31, 2017, and the related combined statements of income, members’ equity and cash flows for the year then ended, and the related notes to the financial statements.

Management’s Responsibility for the Financial Statements

Management is responsible for the preparation and fair presentation of the combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on these combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the combined financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the combined financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the combined financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the combined financial statements referred to above present fairly, in all material respects, the financial position of Mediture LLC and affiliate as of December 31, 2017, and the results of their operations and their cash flows for the year then ended in accordance with accounting principles generally accepted in the United States of America.

Eden Prairie, Minnesota
August 3, 2018

2675 Long Lake Road | Roseville, Minnesota | 55113-1117 | 651-483-4521 | 651-483-2467 FAX	|	otcpas.com
300 Prairie Center Drive, Suite 300 | Eden Prairie, Minnesota | 55344-7908 | 952-941-9242 | 952-941-0577 FAX

1

MEDITURE LLC AND AFFILIATE

COMBINED BALANCE SHEET
DECEMBER 31, 2017

ASSETS
CURRENT ASSETS:
Cash	$	777,409
Restricted Cash	720,994
Accounts Receivable	1,612,648
Prepaid Expenses	49,834
Total Current Assets	3,160,885
PROPERTY AND EQUIPMENT, NET	436,713
TOTAL ASSETS	$	3,597,598
LIABILITIES AND MEMBERS’ EQUITY
CURRENT LIABILITIES:
Lines of Credit	$	150,000
Accounts Payable	123,152
Client Payables	720,994
Accrued Expenses	362,446
Total Current Liabilities	1,356,592
MEMBERS’ EQUITY	2,241,006
TOTAL LIABILITIES AND MEMBERS’ EQUITY	$	3,597,598

The accompanying notes are an integral part of the combined financial statements.

2

MEDITURE LLC AND AFFILIATE

COMBINED STATEMENT OF INCOME
YEAR ENDED DECEMBER 31, 2017

REVENUE	$	11,669,360
OPERATING EXPENSES:
Compensation	7,859,152
General and Administrative	1,400,390
Professional Services	860,951
Rent	231,049
Marketing	77,866
Insurance	21,912
Total Operating Expenses	10,451,320
INCOME FROM OPERATIONS	1,218,040
INTEREST EXPENSE	3,901
NET INCOME	$	1,214,139

The accompanying notes are an integral part of the combined financial statements.

3

MEDITURE LLC AND AFFILIATE

COMBINED STATEMENT OF MEMBERS’ EQUITY
YEAR ENDED DECEMBER 31, 2017

BALANCE at December 31, 2016	$	1,579,961
Net Income	1,214,139
Member Distributions	(553,094		)
BALANCE at December 31, 2017	$	2,241,006

The accompanying notes are an integral part of the combined financial statements.

4

MEDITURE LLC AND AFFILIATE

COMBINED STATEMENT OF CASH FLOWS
YEAR ENDED DECEMBER 31, 2017

CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income	$	1,214,139
Adjustments to Reconcile Net Income to Net Cash Flows from Operating Activities:
Depreciation	141,452
Changes in Assets and Liabilities:
Restricted Cash	(552,870		)
Accounts Receivable	(76,417		)
Prepaid Expenses	(49,834		)
Accounts Payable	(35,959		)
Client Payables	552,870
Accrued Expenses	40,208
Net Cash Flows from Operating Activities	1,233,589
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of Property and Equipment	(133,385		)
CASH FLOWS FROM FINANCING ACTIVITIES:
Advances on Lines of Credit	25,079
Member Distributions	(553,094		)
Net Cash Flows From Financing Activities	(528,015		)
NET CHANGE IN CASH	572,189
CASH at Beginning of Year	205,220
CASH at End of Year	$	777,409
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash Paid for Interest	$	3,901

The accompanying notes are an integral part of the combined financial statements.

5

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Operations

Mediture LLC designs, develops, and supports a suite of clinical information systems, providing solutions for needs not met by current vendor-developed products. Mediture LLC specializes in custom integration between computer systems.

The affiliate, eClusive L.L.C. provides third party administrator services, including claims entry and adjudication for incoming claims and payments and explanation of payments to healthcare providers. The affiliate also assists with regulatory reporting to keep health plans in compliance with regulations.

Accounting Estimates

The presentation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Combination

The combined financial statements include the accounts of Mediture LLC and eClusive L.L.C. (the Company). These entities have common ownership. All significant intercompany transactions and accounts have been eliminated.

Mediture LLC provides management services to eClusive L.L.C.

Subsequent Events

In preparing these financial statements, the Company has evaluated for recognition or disclosure the events or transactions that occurred through August 3, 2018, the date the financial statements were available to be issued.

Restricted Cash and Obligation

Customers establish accounts to hold funds to satisfy claims. An offsetting liability is recorded to show that the funds are held by the Company as an agent for the customer.

Receivables

Receivables are reported at the amount the Company expects to collect from outstanding balances at year end. The Company monitors outstanding balances and periodically writes off balances that are determined to be uncollectible. The Company has concluded that losses on balances outstanding at year end will be immaterial.

Property and Depreciation

Property, plant and equipment are recorded at original cost. Additions, improvements or major renewals are capitalized. Any gains or losses on property and equipment retirements are reflected currently in operations.

Depreciation is computed using the straight-line method based on estimated service lives.

6

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Revenue is recognized monthly as services are rendered.

Income Taxes

The Company and its affiliate are limited liability companies, and their income or loss will be taxed to the members as if they were partnerships under the Internal Revenue Code. Therefore, the statements do not include a provision for income taxes.

The Company and affiliate review income tax positions taken or expected to be taken in income tax returns to determine if there are any income tax uncertainties. This includes positions that the entity is not subject to income taxes as a pass-through entity. The Company and affiliate recognize tax benefits from uncertain tax positions only if it is more likely than not that the tax positions will be sustained on examination by taxing authorities, based on the technical merits of the positions. The Company and affiliate have identified no income tax uncertainties.

Marketing

Marketing costs are expensed as incurred.

Credit Risk

Financial instruments which potentially subject the Company and affiliate to concentrations of credit risk consist principally of cash and trade receivables. The Company places its cash with high credit quality financial institutions and, by policy, generally limits the amount of credit exposure to any one financial institution. At times, the Company’s cash balance may exceed amounts insured by the Federal Deposit Insurance Corporation.

The Company had one customer that accounted for 14% of total accounts receivable at December 31, 2017. Exposure to losses on trade receivables is principally dependent on each customer’s financial condition.

Recently Issued Accounting Pronouncements

In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2014-09, Revenue from Contracts with Customers (Topic 606), which provides guidance for accounting for revenue from contracts with customers. The new guidance outlines a single comprehensive model for companies to use in accounting for revenue from contracts with customers. This ASU is effective for annual and interim periods beginning after December 15, 2018 with early adoption permitted. It can be adopted using either a retrospective approach or a modified retrospective approach. The Company and affiliate are currently evaluating this guidance to determine the impact it may have on its financial statements.

In February 2016, FASB issued ASU 2016-02, Leases (Topic 842), which provides guidance for accounting for leases. The new guidance requires companies to recognize the assets and liabilities for the rights and obligations created by leased assets, initially measured at the present value of the lease payments. The accounting guidance for lessors is largely unchanged. This ASU is effective for annual and interim periods beginning after December 15, 2019 with early adoption permitted. It is to be adopted using the modified retrospective approach. The Company and affiliate are currently evaluating this guidance to determine the impact it may have on its financial statements.

7

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 2 - PROPERTY AND EQUIPMENT

The Company’s investment in property and equipment consists of the following at December 31, 2017:

	Service Life (Years)
Computer Equipment	5	$	749,072
Furniture and Equipment	7	143,932
Leasehold Improvements	7 - 39	106,123
Total		999,127
Accumulated Depreciation		(562,414		)
Net		$	436,713

NOTE 3 - LINES OF CREDIT

The Company has revolving credit loan agreements with a bank, which enables the Company to borrow up to $750,000 at the prevailing prime interest rate plus 1% (5.5% at December 31, 2017). The agreements contain covenants relating to financial and reporting requirements. The agreements mature August 28, 2018. The credit lines are secured by substantially all company assets and are guaranteed by all members of the Company. The balance outstanding on this loan at December 31, 2017, was $150,000.

NOTE 4 - LEASE COMMITMENTS

The Company and affiliate lease office space in Eden Prairie, Minnesota from an entity with common ownership. The office space in Eden Prairie, Minnesota requires monthly base rent payments plus operating expenses as defined by the lease. The lease extends to December 31, 2020.

Rent expense for the year ended December 31, 2017, and future minimum lease commitment are as follows:

Expense:
2017	$	231,049
Commitment:
2018	$	123,100
2019	123,100
2020	123,100
Total Commitment	$	369,300

NOTE 5 - RETIREMENT PLAN

The Company has a defined contribution retirement plan in effect for its employees who meet certain age and service requirements. Employees may elect to contribute up to the statutory limit. The Company contributions to the plan were $169,700 for the year ended December 31, 2017. The contribution is determined annually by the Board of Governors.

8

MEDITURE LLC AND AFFILIATE

NOTES TO COMBINED FINANCIAL STATEMENTS

NOTE 6 - MEMBER CONTROL AGREEMENT

The Company and affiliate have agreements with their members, which among other provisions, give the Companies first option to purchase membership interests offered for sale. In the event the Companies do not exercise their rights, the membership interests are to be offered to the remaining members. The selling price is based upon amounts set forth in the agreement.

9

EX-99.4

Exhibit 99.4

TABULA RASA HEALTHCARE, INC.

UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

On August 31, 2018, TRHC MEC Holdings, LLC, a Delaware limited liability company (“Purchaser”) and wholly-owned subsidiary of Tabula Rasa HealthCare, Inc., a Delaware corporation (“TRHC” or the “Company”) entered into, and consummated the transactions contemplated by, a Membership Interest Purchase Agreement (the “Purchase Agreement”), by and among Purchaser, each member (each, a “Seller” and collectively, the “Sellers”) of Mediture LLC, a Minnesota limited liability company, and eClusive L.L.C., a Minnesota limited liability company (collectively, “Mediture”), and Kelley Business Law, PLLC, solely in its capacity as the Seller Representative. Pursuant to the Purchase Agreement, each Seller assigned, transferred and sold to Purchaser, and Purchaser purchased from such Sellers, all of the issued and outstanding membership and/or economic interests of Mediture (collectively, the “Transaction”).

At the closing of the Transaction, TRHC paid (i) $18.5 million in cash consideration, subject to adjustments set forth in the Purchase Agreement, and (ii) issued 45,561 shares of TRHC common stock (valued at $76.82 per share).  A portion of the cash consideration is being held in escrow to secure potential claims by TRHC for indemnification under the Purchase Agreement and in respect of adjustments to the purchase price.

The material terms of the Purchase Agreement were previously disclosed by the Company in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on September 4, 2018 (the “Acquisition 8-K”) and the foregoing is qualified in its entirety by reference to the Purchase Agreement, which is attached as Exhibit 2.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2018.

The following unaudited pro forma financial statements should be read in conjunction with the historical financial statements and accompanying notes of the Company included in the Quarterly Report on Form 10-Q as of and for the three and nine months ended September 30, 2018, filed with the SEC on November 8, 2018, the Annual Report on Form 10-K for the year ended December 31, 2017 filed with the SEC on March 14, 2018, the Acquisition 8-K, as well as Amendment No. 1 to the Acquisition 8-K, the notes to the unaudited pro forma combined financial statements included in this Amendment No. 1 to the Acquisition 8-K, and the historical financial statements and related notes of the Mediture business included as Exhibits to this Amendment No. 1 to the Acquisition 8-K.

The presentation of the unaudited pro forma statement of income reflects the combined results of operations as if the acquisition had occurred on January 1, 2017, the beginning of the Company’s 2017 fiscal year, and excludes items related to the acquisition that are nonrecurring and includes items that are directly attributable to the acquisition, expected to have a continuing impact, and are factually supportable.

The preliminary allocation of the purchase consideration presented in Note 2 and used to prepare the unaudited pro forma financial statements is based on a preliminary valuation of assets acquired and liabilities assumed. Accordingly, the purchase price allocation is considered preliminary and may materially change before final determination. The preliminary pro forma purchase price adjustments have been made solely for the purpose of providing the unaudited pro forma financial statements included herewith. A final determination of these fair values shall be based on the actual net tangible and intangible assets of Mediture that exist as of the closing date of the transaction. In addition, the unaudited pro forma financial statements do not reflect the costs of any integration activities or benefits that may result from realization of future cost savings from operating efficiencies or revenue synergies expected to result from the acquisition.  No assurance can be given with respect to the estimated revenue opportunities and operating cost savings that are expected to be realized as a result of the acquisition. The unaudited pro forma financial statements also does not reflect pro forma adjustments for non-recurring charges related to integration activities or exit costs that may be incurred by the Company or Mediture in connection with the acquisition.

The unaudited pro forma combined statements of operations are based on the estimates and assumptions set forth in the notes hereto. The unaudited pro forma combined statements of operations are provided for informational purposes only and are not necessarily indicative of results that would have occurred had the acquisition been completed as of the dates indicated. In addition, the unaudited pro forma statements of operations do not purport to

be indicative of the future financial position or operating results of the combined operations. Transactions between the Company and Mediture during the periods presented were eliminated in the unaudited pro forma financial statements.

TABULA RASA HEALTHCARE, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2018

(In thousands, except share and per share amounts)

	Historical			Mediture		Pro forma			Pro forma
	Tabula Rasa HealthCare, Inc.			Acqusition		Adjustments			Tabula Rasa HealthCare, Inc.
						(Note 3)
Revenue:
Product revenue	$	82,603		$	—	$	—		$	82,603
Service revenue	64,357			7,886		(109		)(a)	72,134
Total revenue	146,960			7,886		(109		)	154,737
Cost of revenue, exclusive of depreciation and amortization shown below:
Product cost	62,007			—		(82		)(a)	61,925
Service cost	37,125			6,027		48		(a), (b)	43,200
Total cost of revenue	99,132			6,027		(34		)	105,125
Operating (income) expenses:
Research and development	8,515			—		—			8,515
Sales and marketing	6,985			107		—			7,092
General and administrative	20,229			1,402		(1,404		)(c)	20,227
Change in fair value of acquisition-related contingent consideration (income) expense	40,385			—		—			40,385
Depreciation and amortization	12,110			235		668		(d)	13,013
Total operating expenses	88,224			1,744		(736		)	89,232
Income (loss) from operations	(40,396		)	115		661			(39,620		)
Other (income) expense:
Interest expense	415			3		624		(e)	1,042
Total other expense	415			3		624			1,042
Income (loss) before income taxes	(40,811		)	112		37			(40,662		)
Income tax expense (benefit)	(4,107		)	—		37		(f)	(4,070		)
Net income (loss)	$	(36,704	)	$	112	$	0		$	(36,592	)
Net income (loss) attributable to common stockholders:
Basic	$	(36,704	)						$	(36,592	)
Diluted	$	(36,704	)						$	(36,592	)
Net income (loss) per share attributable to common stockholders:
Basic	$	(1.93	)						$	(1.92	)
Diluted	$	(1.93	)						$	(1.92	)
Weighted average common shares outstanding:
Basic	18,989,334					40,387		(g)	19,029,721
Diluted	18,989,334					40,387		(g)	19,029,721

See accompanying notes to unaudited pro forma financial statements.

TABULA RASA HEALTHCARE, INC.

UNAUDITED PRO FORMA COMBINED STATEMENTS OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2017

(In thousands, except share and per share amounts)

	Historical			Mediture		Pro forma			Pro forma
	Tabula Rasa HealthCare, Inc.			Acqsuition		Adjustments			Tabula Rasa HealthCare, Inc.
						(Note 3)
Revenue:
Product revenue	$	98,523		$	—	$	—		$	98,523
Service revenue	36,023			11,669		(140		)(a)	47,552
Total revenue	134,546			11,669		(140		)	146,075
Cost of revenue, exclusive of depreciation and amortization shown below:
Product cost	75,123			—		(105		)(a)	75,018
Service cost	18,532			8,951		112		(a), (b)	27,595
Total cost of revenue	93,655			8,951		7			102,613
Operating (income) expenses:
Research and development	5,628			—		—			5,628
Sales and marketing	5,542			78		—			5,620
General and administrative	21,181			1,281		(802		)(c)	21,660
Change in fair value of acquisition-related contingent consideration (income) expense	(6,173		)	—		—			(6,173		)
Depreciation and amortization	9,512			141		1,002		(d)	10,655
Total operating expenses	35,690			1,500		200			37,390
Income (loss) from operations	5,201			1,218		(347		)	6,072
Other (income) expense:
Interest expense	688			4		938		(e)	1,630
Total other expense	688			4		938			1,630
Income (loss) before income taxes	4,513			1,214		(1,285		)	4,442
Income tax expense (benefit)	(9,783		)	—		(27		)(f)	(9,810		)
Net income (loss)	$	14,296		$	1,214	$	(1,258	)	$	14,252
Net income (loss) attributable to common stockholders:
Basic	$	14,296							$	14,252
Diluted	$	14,296							$	14,252
Net income (loss) per share attributable to common stockholders:
Basic	$	0.85							$	0.85
Diluted	$	0.76							$	0.76
Weighted average common shares outstanding:
Basic	16,730,418					45,561		(g)	16,775,979
Diluted	18,774,374					45,561		(g)	18,819,935

See accompanying notes to unaudited pro forma financial statements.

TABULA RASA HEALTHCARE, INC.

NOTES TO UNAUDITED PRO FORMA COMBINED FINANCIAL STATEMENTS

(In thousands, except share and per share amounts)

Note 1. Basis of pro forma preparation

The unaudited pro forma combined financial statements are based on the historical consolidated financial statements of Tabula Rasa HealthCare, Inc. (the “Company”) and the historical financial statements of Mediture, after giving effect to the acquisition using the purchase method of accounting in accordance with Accounting Standards Codification (“ASC”) Topic 805, Business Combinations, and applying the assumptions and adjustments described in the accompanying notes. The unaudited pro forma statement of operations for the year ended December 31, 2017 and nine months ended September 30, 2018 is presented as if the acquisition had occurred on January 1, 2017, the beginning of the Company’s fiscal year.

Note 2. Total purchase consideration and preliminary purchase price allocation

On August 31, 2018, the Company entered into a membership interest purchase agreement with each member of Mediture LLC and eClusive L.L.C. (collectively, “Mediture”) pursuant to which the Company acquired all of the issued and outstanding membership and/or economic interests of Mediture. Mediture is a provider of electronic health record solutions and third party administrator services in the PACE market and also services several managed long-term care organizations in the State of New York. The consideration for the acquisition was comprised of (i) $18,500 cash consideration paid upon closing, subject to certain customary post-closing

adjustments, upon the terms and subject to the conditions contained in the purchase agreement and (ii) the issuance of 45,561 shares of the Company’s common stock, based on a value of $3,500 and calculated based on the arithmetic average of the daily volume-weighted average (rounded to two decimal places) trading price per share of the Company’s common stock for the 15 full trading days ended on and including the trading day prior to the closing of the acquisition, using trading prices reported on the NASDAQ Global Market. The stock consideration issued at the closing of the acquisition had an acquisition-date fair value of $3,595 based on the closing trading price on August 31, 2018. A portion of the cash consideration paid at closing is being held in escrow to secure potential claims by the Company for indemnification under the agreement and in respect of adjustments to the purchase price.

The total purchase price described above has been allocated to Mediture’s tangible and intangible assets acquired and liabilities assumed as of the acquisition date, based on their estimated relative fair values. The final allocation will be based upon valuations and other analysis for which there is currently insufficient information to make a definitive allocation. Accordingly, the purchase price allocation adjustments are preliminary and have been made solely for the purpose of providing unaudited pro forma combined financial statements. The final purchase price allocation will be determined after a complete and thorough analysis within one year after the closing date of the acquisition. As a result, the final acquisition accounting adjustments could differ materially from the pro forma adjustments presented herein. The purchase price of Mediture is allocated to the assets and liabilities to be assumed on the following preliminary basis as disclosed in Note 6 on the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 8, 2018:

Purchase price consideration
Cash consideration at closing, net of post-closing adjustments	$	17,452
Stock consideration at closing	3,595
Total fair value of acquisition consideration	$	21,047
Purchase Price Allocation
Cash	$	2,427
Accounts receivable	898
Prepaid expenses and other current assets	136
Property and equipment	219
Trade name	300
Developed technology	2,300
Client relationships	4,400
Non-competition agreement	1,300
Goodwill	13,167
Total assets acquired	$	25,147
Accrued expenses and other liabilities	(3,811		)
Trade accounts payable	(112		)
Other long-term liabilities	(177		)
Total purchase price	$	21,047

Note 3. Pro forma adjustments

The pro forma adjustments are based on our preliminary estimates and assumptions that are subject to change including with respect to final purchase price and allocation thereof. Final adjustments could result in a materially different purchase price and/or allocations of the purchase price, which would affect the values assigned to tangible or intangible assets and the amount of depreciation and amortization expense recorded in the combined financial statements. The effect of any changes to the combined statements would depend on the final purchase price

and the nature and amount of final purchase price allocations and could be material. The following adjustments have been reflected in the unaudited pro forma combined statements of operations:

Adjustments to the pro forma statement of operations

(a)     Intercompany revenues and cost of revenues

Pro forma adjustment represents the elimination of service revenue generated by Mediture from the Company, and elimination of cost of revenue incurred by the Company from Mediture. During the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017, $109 and $140, respectively, of intercompany revenues were generated between Mediture and the Company. During the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017, product costs of $82 and $105, respectively, and service costs of $27 and $35, respectively, were incurred by the Company from Mediture. The pro forma adjustments reflect the elimination of these revenues and cost of revenues as they would be eliminated in consolidation if the acquisition occurred on January 1, 2017.

(b)    Stock compensation expense and commission expense

On the acquisition date, the Company granted stock option awards to employees of Mediture. The pro forma adjustments reflect estimated additional stock compensation expense of $236 and $354 for the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017, respectively, related to stock option awards granted to employees of Mediture on the acquisition date.

During the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017, Mediture incurred commission expense related to an executive employee of $161 and $207, respectively. The pro forma adjustments reflect the elimination of this commission expense from Mediture’s historical financials as they are not expected to have a continuing impact on the results of the combined entity.

(c)    Acquisition-related costs, settlement costs, and partner payments

The Company incurred $367 of acquisition costs primarily related to legal and advisory fees during the nine months ended September 30, 2018. These costs are reversed in the unaudited pro forma statement of operations as they represent non-recurring charges directly related to the acquisition of Mediture.

Mediture incurred $130 of seller costs primarily related to legal and advisory fees during the nine months ended September 30, 2018. These costs are reversed in the unaudited pro forma statement of operations as they represent non-recurring charges directly related to the sale of Mediture to the Company.

Mediture incurred $200 of settlement costs related to potential outstanding commissions for a terminated employee as a result of the acquisition. These costs are reversed in the unaudited pro forma income statement as they represent non-recurring charges directly related to the sale of Mediture.

During the nine months ended September 30, 2018 and the fiscal year ended December 31, 2017, Mediture incurred approximately $707 and $802, respectively, of compensation and other expenses paid to Mediture’s member partners. The pro forma adjustments reflect the elimination of these expenses from Mediture’s historical financials as they are not expected to have a continuing impact on the results of the combined entity.

(d)    Amortization expense

Reflects the additional estimated amortization expense related to the acquired intangible assets. The acquired intangible assets and related increased amortization expense based on the preliminary estimate of fair values for the nine months ended September 30, 2018 and year ended December 31, 2017 is as follows:

	Weighted Average
	Amortization Period	Preliminary		Amortization Expense		Amortization Expense
	(in years)	Fair Value		December 31, 2017		September 30, 2018
Trademarks	3.00	$	300	$	100	$	67
Client relationships	11.86	4,400		371		180
Non-competition agreements	5.00	1,300		260		248
Developed technology	8.50	2,300		271		173
Total		$	8,300	$	1,002	$	668

These estimated fair values and useful lives are considered preliminary and are subject to change based on final purchase price valuation amounts. Changes in fair value or useful life of the acquired intangible assets may be material. The fair values of the intangible assets were preliminarily estimated using income based approaches with the assistance of a third party appraiser. Specifically, the fair values of trademarks and technology were estimated using the relief from royalty method. The Company derived the hypothetical royalty income from the projected revenues of Mediture. The fair value of client relationships was estimated using a multi period excess earnings method. To calculate fair value, the Company used cash flows discounted at a rate considered appropriate given the inherent risks associated with each client grouping. The fair value of the non-competition agreements was estimated using the discounted earnings method by estimating the potential loss of earnings absent the non-competition agreements, assuming the covenantor competes at different time periods during the life of the agreements.

The useful lives of the intangible assets were estimated based on the expected future economic benefit of the assets and is being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method.

(e)    Interest expense

The Company maintains an Amended and Restated Loan Agreement (the “Loan Agreement”) that provides for a $40,000 revolving credit facility, with a $1 million sublimit for cash management services and letters of credit and foreign exchange transactions (the “Credit Facility”). On August 31, 2018 in connection with the acquisition of Mediture, the Company drew down $18,500 on the Company’s Credit Facility.

The pro forma adjustment includes increased interest expense of $624 for the nine months ended September 30, 2018 and $938 for the year ended December 31, 2017 associated with the draw down of $18,500 on the Company’s credit facility to finance the closing cash payment of the Mediture acquisition, with interest expense based on an interest rate of 5.00% as of the acquisition date.

(f)    Provision for income taxes

This represents the tax effect of adjustments to income (loss) before income taxes at the estimated tax rates applicable to the jurisdictions in which the pro forma adjustments are expected to be recorded.

(g)    Weighted average common shares outstanding

Reflects the adjustment to weighted average shares used in computing basic and diluted net loss per share to account for the number of shares of the Company’s common stock issued in connection with the closing stock consideration payment for the acquisition of Mediture.