Company Increases Full-Year Revenue Guidance

SOMERSET, N.J., Aug. 05, 2021 (GLOBE NEWSWIRE) — CareCloud, Inc. (the “Company” or “CareCloud”) (Nasdaq: MTBC) (Nasdaq: MTBCP), a leader in healthcare technology solutions for medical practices and health systems nationwide, today announced financial and operational results for the second quarter ended June 30, 2021. The Company’s management will conduct a conference call with related slides today at 8:30 a.m. Eastern Time to discuss these results and management’s outlook.

Second Quarter 2021 Highlights

  • Record revenue of $34.1 million, 74% growth over Q2 2020
  • GAAP net loss declined to $227,000, compared to a net loss of $4.8 million in Q2 2020
  • Adjusted net income of $4.5 million, or $0.31 per share
  • Adjusted EBITDA of $5.7 million, an increase of $5.5 million compared to $191,000 in Q2 2020

Year-to-date 2021 Highlights

  • Revenue of $63.8 million, a 54% increase from YTD 2020
  • GAAP net loss declined to $2.2 million, compared to a net loss of $7.3 million in the same period last year
  • Adjusted net income of $7.4 million or $0.51 per share
  • Adjusted EBITDA of $9.3 million, an increase of $8.4 million from $958,000 in the same period last year

“We are pleased to report record revenue of $34.1 million in the second quarter, a 74% year-over-year increase,” said A. Hadi Chaudhry, CareCloud’s Chief Executive Officer and President. “We are also proud to report $5.7 million in adjusted EBITDA, representing our seventeenth consecutive quarter of positive adjusted EBITDA.”

“In June we completed the medSR tuck-in acquisition, which provides specialty consulting services to hospitals and large healthcare groups, further expanding our addressable market growth opportunities,” said Hadi Chaudhry. “The businesses which became medSR (MedMatica Consulting Associates, Inc. and Santa Rosa Staffing, Inc.) have worked with over 100 hospitals and large practices over the last two years, and we now have employees with strong relationships with these potential clients to cross sell our SaaS healthcare solutions such as PrecisionBI and our revenue cycle management services.”

Second Quarter 2021 Financial Results

Revenue for the second quarter 2021 was a record $34.1 million, an increase of $14.5 million or 74% from the second quarter of 2020.

Bill Korn, Chief Financial Officer, commented “Revenue was a new record for the Company, 6% above our previous all-time high. Our annual revenue run rate is now $136 million, which is 29% above our 2020 revenue and 111% above our 2019 revenue. This is proof that our strategy of growing through a combination of organic growth and acquisitions continues to increase revenue significantly faster than the industry.”

The second quarter 2021 GAAP net loss was $227,000, as compared to a net loss of $4.8 million in the same period last year. The 2021 GAAP net loss reflects $3.1 million of non-cash depreciation and amortization expenses and $1.7 million of stock-based compensation. The GAAP net loss was $0.27 per share, based on the net loss attributable to common shareholders, which takes into account the preferred stock dividends declared during the quarter. “Our revenue grew by 74% from second quarter 2020, and our total operating expenses grew at a lower rate, 41% year-over-year, enabling us to reduce our GAAP net loss by 95% from second quarter 2020 to second quarter 2021,” noted Bill Korn.

Non-GAAP adjusted net income for second quarter 2021 was $4.5 million, or $0.31 per share, and is calculated using the end-of-period common shares outstanding. Non-GAAP adjusted diluted earnings per share is $0.26, using the end-of-period shares outstanding plus common shares issuable upon exercise of in-the-money warrants and the vesting of outstanding restricted stock units.

Adjusted EBITDA for second quarter 2021 was $5.7 million, or 17% of revenue, compared to $191,000 in the same period last year. CareCloud’s adjusted EBITDA increased by approximately $5.5 million from Q2 2020, in large part due to the cost savings resulting from integrating the businesses the Company acquired during 2020. “Adjusted EBITDA was our second best quarter ever, and just $50,000 less than our record adjusted EBITDA set in fourth quarter of 2020,” stated Bill Korn.

Six Month 2021 Financial Results

Revenue for the first six months of 2021 was $63.8 million, an increase of 54% compared to $41.4 million in the first six months of 2020.

Bill Korn remarked, “Approximately 81% of our revenue for the first half of 2021 involved the use of our technology, including clients using our core technology suite, one component of our technology, or clients where we are providing IT services utilizing our technology processes and know-how. Another 8% of revenue came from clients where we are providing solely revenue cycle management services, 9% of revenue is from clients where we are managing their entire medical practice, and approximately 2% of revenue comes from other services.”

For the first six months of 2021, the Company’s GAAP net loss was $2.2 million, or $0.63 per share, compared to a GAAP net loss of $7.3 million in the first six months of 2020. Non-GAAP adjusted net income for the first six months of 2021 was $7.4 million, or $0.51 per share.

During this period, our adjusted EBITDA was $9.3 million, an increase of $8.4 million or 876% from $958,000 in the same period last year.

Cash Balances and Capital

As of June 30, 2021, the Company had approximately $9.5 million of cash. During the second quarter 2021, cash flow from operations was approximately $1.1 million. Second quarter results included a $4.0 million cash settlement to resolve a pre-existing matter from the purchase of CareCloud Corporation in 2020. The cost of the settlement was anticipated and entirely borne by the seller, who forfeited $4.0 million of Series A Preferred Stock from the acquisition consideration, which had been held in escrow since the original transaction. Without this one-time expense, cash flow from operations would have been similar to our adjusted EBITDA and our adjusted net income. Our net working capital on June 30, 2021 was approximately $8.0 million.

2021 Full Year Guidance

Based on our record-breaking second quarter revenue and our outlook for the second half of 2021, CareCloud is increasing our forward-looking revenue guidance for the fiscal year ending December 31, 2021:

For the Fiscal Year Ending December 31, 2021
Forward-Looking Guidance
Revenue $135 – $138 million
Adjusted EBITDA $22 – $25 million

Bill Korn noted, “Our second quarter revenue surpassed expectations to set a new record, and we anticipate continued strong momentum during the second half of 2021. We have increased our full-year revenue guidance from a range of $133-137 million to a range of $135-138 million, at or above the midpoint of our prior guidance range. This represents growth of 28% to 31% over 2020 revenue. This includes organic growth from new clients as well as cross-selling new services to existing clients, and includes revenue from the medSR acquisition which occurred on June 1, 2021. We anticipate this will be our seventh consecutive year with annual revenue growth of 25% or more, a record few public companies have been able to achieve.”

“Adjusted EBITDA is still expected to be $22 to $25 million for full year 2021, growth of 103% to 131% over 2020 adjusted EBITDA, as the Company realizes the benefits of cost-savings and a full-year of additional scale from the CareCloud and Meridian acquisitions in 2020,” said Bill Korn. “Looking at our second quarter 2021 adjusted EBITDA, our revenue seasonality which always reduces first quarter adjusted EBITDA, and the cost reductions which are in place, we are comfortable reaffirming our $22 to $25 million full year adjusted EBITDA guidance.”

Conference Call Information

CareCloud management will host a conference call today at 8:30 a.m. Eastern Time to discuss the second quarter 2021 results. The live webcast of the conference call and related presentation slides can be accessed under Events & Presentations at ir.carecloud.com/events/. An audio-only option is available by dialing 786-204-3966 and referencing “CareCloud Second Quarter 2021 Earnings Call.” Investors who opt for audio only will need to download the related slides at ir.carecloud.com/events/.

A replay of the conference call with slides will be available approximately one hour after conclusion of the call at the same link. An audio replay can also be accessed by dialing 412-317-6671 and providing access code 3169990.

About CareCloud
CareCloud (Nasdaq: MTBC) (Nasdaq: MTBCP) brings disciplined innovation to the business of healthcare. Our suite of technology-enabled solutions helps clients increase financial and operational performance, streamline clinical workflows and improve the patient experience. More than 40,000 providers count on CareCloud to help them improve patient care while reducing administrative burdens and operating costs. Learn more about our products and services including practice management (PM), electronic health records (EHR), business intelligence, telehealth, revenue cycle management (RCM), Medical office practice management and patient experience management (PXM) at www.carecloud.com.

Follow CareCloud on LinkedInTwitter and Facebook.

For additional information, please visit our website at www.carecloud.com. To view CareCloud’s latest investor presentations, read recent press releases, and listen to interviews with management, please visit ir.carecloud.com.

Use of Non-GAAP Financial Measures

In our earnings releases, prepared remarks, conference calls, slide presentations, and webcasts, we use and discuss non-GAAP financial measures, as defined by SEC Regulation G. The GAAP financial measure most directly comparable to each non-GAAP financial measure used or discussed, and a reconciliation of the differences between each non-GAAP financial measure and the comparable GAAP financial measure, are included in this press release after the condensed consolidated financial statements. Our earnings press releases containing such non-GAAP reconciliations can be found in the Investor Relations section of our web site at ir.carecloud.com.

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “might,” “will,” “should,” “intends,” “expects,” “plans,” “goals,” “projects,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” or “continue” or the negative of these terms or other comparable terminology.

Our operations involve risks and uncertainties, many of which are outside our control, and any one of which, or a combination of which, could materially affect our results of operations and whether the forward-looking statements ultimately prove to be correct. Forward-looking statements in this press release include, without limitation, statements reflecting management’s expectations for future financial performance and operating expenditures, expected growth, profitability and business outlook, the impact of the Covid-19 pandemic on our financial performance and business activities, and the expected results from the integration of our acquisitions.

These forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are only predictions, are uncertain and involve substantial known and unknown risks, uncertainties and other factors which may cause our (or our industry’s) actual results, levels of activity or performance to be materially different from any future results, levels of activity or performance expressed or implied by these forward-looking statements. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all of the risks and uncertainties that could have an impact on the forward-looking statements, including without limitation, risks and uncertainties relating to the Company’s ability to manage growth, migrate newly acquired customers and retain new and existing customers, maintain cost-effective global operations, increase operational efficiency and reduce operating costs, predict and properly adjust to changes in reimbursement and other industry regulations and trends, retain the services of key personnel, develop new technologies, upgrade and adapt legacy and acquired technologies to work with evolving industry standards, compete with other companies products and services competitive with ours, and other important risks and uncertainties referenced and discussed under the heading titled “Risk Factors” in the Company’s filings with the Securities and Exchange Commission. In addition, there is uncertainty about the spread of the Covid-19 virus and the impact it may have on the Company’s operations, the demand for the Company’s services, and economic activity in general.

The statements in this press release are made as of the date of this press release, even if subsequently made available by the Company on its website or otherwise. The Company does not assume any obligations to update the forward-looking statements provided to reflect events that occur or circumstances that exist after the date on which they were made.

SOURCE CareCloud

Company Contact:
Bill Korn
Chief Financial Officer
CareCloud, Inc.
[email protected]

Investor Contact:
Matt Kreps, Managing Director
Darrow Associates Investor Relations
[email protected]
(214) 597-8200

CARECLOUD, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
($ in thousands, except share and per share amounts)

    June 30,     December 31,  
    2021     2020  
    (Unaudited)        
ASSETS            
CURRENT ASSETS:                
Cash   $ 8,002     $ 20,925  
Restricted cash     1,500        
Accounts receivable – net, of allowance for doubtful accounts of $430 and $522 at June 30, 2021 and December 31, 2020, respectively     16,224       12,089  
Contract asset     5,470       4,105  
Inventory     441       399  
Current assets – related party     13       13  
Prepaid expenses and other current assets     3,279       7,288  
Total current assets     34,929       44,819  
Property and equipment – net     5,544       4,921  
Operating lease right-of-use assets     7,712       7,743  
Intangible assets – net     33,267       29,978  
Goodwill     60,661       49,291  
Other assets     1,245       1,247  
TOTAL ASSETS   $ 143,358     $ 137,999  
LIABILITIES AND SHAREHOLDERS’ EQUITY                
CURRENT LIABILITIES:                
Accounts payable   $ 4,758     $ 6,461  
Accrued compensation     3,577       2,590  
Accrued expenses     6,993       8,501  
Operating lease liability (current portion)     4,098       4,729  
Deferred revenue (current portion)     1,181       1,173  
Accrued liability to related party     1       1  
Deferred payroll taxes     927       927  
Notes payable (current portion)     22       401  
Dividend payable     3,810       4,241  
Consideration payable     1,571        
Total current liabilities     26,938       29,024  
Notes payable     31       41  
Contingent consideration     6,500        
Borrowings under line of credit     5,000        
Deferred payroll taxes     927       927  
Operating lease liability     5,727       6,297  
Deferred revenue     184       305  
Deferred tax liability     286       160  
Total liabilities     45,593       36,754  
COMMITMENTS AND CONTINGENCIES                
SHAREHOLDERS’ EQUITY:                
Preferred stock, $0.001 par value – authorized 7,000,000 shares at June 30, 2021 and December 31, 2020; issued and outstanding 5,291,383 and 5,475,279 shares at June 30, 2021 and December 31, 2020, respectively     5       5  
Common stock, $0.001 par value – authorized 29,000,000 shares at June 30, 2021 and December 31, 2020; issued 15,352,405 and 14,121,044 shares at June 30, 2021 and December 31, 2020, respectively; 14,611,606 and 13,380,245 shares outstanding at June 30, 2021 and December 31, 2020, respectively     15       14  
Additional paid-in capital     135,551       136,781  
Accumulated deficit     (36,080 )     (33,889 )
Accumulated other comprehensive loss     (1,064 )     (1,004 )
Less: 740,799 common shares held in treasury, at cost at June 30, 2021 and December 31, 2020     (662 )     (662 )
Total shareholders’ equity     97,765       101,245  
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY   $ 143,358     $ 137,999  

CARECLOUD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except share and per share amounts)

    Three Months Ended     Six Months Ended  
    June 30,     June 30,  
    2021     2020     2021     2020  
NET REVENUE   $ 34,065     $ 19,579     $ 63,834     $ 41,446  
OPERATING EXPENSES:                                
Direct operating costs     20,534       12,557       38,595       26,123  
Selling and marketing     2,204       1,625       4,094       3,206  
General and administrative     6,269       5,393       11,893       10,986  
Research and development     1,813       2,146       3,839       4,479  
Depreciation and amortization     3,128       2,405       5,959       3,738  
Impairment and unoccupied lease charges     223       63       1,241       361  
Total operating expenses     34,171       24,189       65,621       48,893  
OPERATING LOSS     (106 )     (4,610 )     (1,787 )     (7,447 )
OTHER:                                
Interest income     2       4       6       42  
Interest expense     (115 )     (146 )     (183 )     (264 )
Other income (expense) – net     205       (114 )     (15 )     331  
LOSS BEFORE PROVISION (BENEFIT) FOR INCOME TAXES     (14 )     (4,866 )     (1,979 )     (7,338 )
Income tax provision (benefit)     213       (74 )     212       (44 )
NET LOSS   $ (227 )   $ (4,792 )   $ (2,191 )   $ (7,294 )
                                 
Preferred stock dividend     3,638       3,277       6,767       5,920  
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS   $ (3,865 )   $ (8,069 )   $ (8,958 )   $ (13,214 )
                                 
Net loss per common share: basic and diluted   $ (0.27 )   $ (0.65 )   $ (0.63 )   $ (1.07 )
Weighted-average common shares used to compute basic and diluted loss per share     14,430,882       12,395,197       14,258,772       12,353,007  

CARECLOUD, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30, 2021 AND 2020
($ in thousands)

    2021     2020  
OPERATING ACTIVITIES:                
Net loss   $ (2,191 )   $ (7,294 )
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:                
Depreciation and amortization     6,185       3,643  
Lease amortization     1,455       1,338  
Deferred revenue     (133 )     1  
Provision for doubtful accounts     257       285  
Provision (benefit) for deferred income taxes     126       (100 )
Foreign exchange gain     (59 )     (333 )
Interest accretion     288       331  
Stock-based compensation expense     3,002       3,188  
Adjustment of goodwill     36        
Changes in operating assets and liabilities, net of businesses acquired:                
Accounts receivable     (1,687 )     1,604  
Contract asset     1,037       343  
Inventory     (42 )     182  
Other assets     (120 )     (524 )
Accounts payable and other liabilities     (6,073 )     (5,592 )
Net cash provided by (used in) operating activities     2,081       (2,928 )
INVESTING ACTIVITIES:                
Purchase of property and equipment     (1,484 )     (817 )
Capitalized software     (3,254 )     (2,622 )
Cash paid for acquisitions (net)     (12,261 )     (23,716 )
Net cash used in investing activities     (16,999 )     (27,155 )
FINANCING ACTIVITIES:                
Preferred stock dividends paid     (7,198 )     (4,472 )
Settlement of tax withholding obligations on stock issued to employees     (1,572 )     (1,048 )
Repayments of notes payable, net     (391 )     (186 )
Proceeds from exercise of warrants     6,392        
Proceeds from issuance of common stock, net of expenses     1,360        
Proceeds from line of credit     5,000       19,500  
Repayment from line of credit           (9,750 )
Net proceeds from issuance of preferred stock           19,014  
Net cash provided by financing activities     3,591       23,058  
EFFECT OF EXCHANGE RATE CHANGES ON CASH     (96 )     (437 )
NET DECREASE IN CASH AND RESTRICTED CASH     (11,423 )     (7,462 )
CASH – beginning of the period     20,925       19,994  
CASH AND RESTRICTED CASH – end of the period   $ 9,502     $ 12,532  
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:                
Preferred stock (cancelled) issued in connection with an acquisition   $ (4,000 )   $ 24,000  
Contingent consideration   $ 6,500     $  
Vehicle financing obtained   $     $ 28  
Dividends declared, not paid   $ 3,810     $ 3,194  
Warrants issued   $     $ 5,070  
SUPPLEMENTAL INFORMATION – Cash paid during the period for:                
Income taxes   $ 92     $ 62  
Interest   $ 39     $ 111  

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP MEASURES (UNAUDITED)

The following is a reconciliation of the non-GAAP financial measures used by us to describe our financial results determined in accordance with accounting principles generally accepted in the United States of America (“GAAP”). An explanation of these measures is also included below under the heading “Explanation of Non-GAAP Financial Measures.”

While management believes that these non-GAAP financial measures provide useful supplemental information to investors regarding the underlying performance of our business operations, investors are reminded to consider these non-GAAP measures in addition to, and not as a substitute for, financial performance measures prepared in accordance with GAAP. In addition, it should be noted that these non-GAAP financial measures may be different from non-GAAP measures used by other companies, and management may utilize other measures to illustrate performance in the future. Non-GAAP measures have limitations in that they do not reflect all of the amounts associated with our results of operations as determined in accordance with GAAP.

Adjusted EBITDA to GAAP Net Loss

Set forth below is a reconciliation of our “adjusted EBITDA” to our GAAP net loss.

    Three Months Ended June 30,     Six Months Ended June 30,  
    2021     2020     2021     2020  
    ($ in thousands)  
Net revenue   $ 34,065     $ 19,579     $ 63,834     $ 41,446  
                                 
GAAP net loss     (227 )     (4,792 )     (2,191 )     (7,294 )
                                 
Provision (benefit) for income taxes     213       (74 )     212       (44 )
Net interest expense     113       142       177       222  
Foreign exchange loss / other expense     (146 )     111       97       (313 )
Stock-based compensation expense     1,735       1,881       3,002       3,188  
Depreciation and amortization     3,128       2,405       5,959       3,738  
Transaction and integration costs     617       455       849       1,100  
Impairment and unoccupied lease charges     223       63       1,241       361  
Adjusted EBITDA   $ 5,656     $ 191     $ 9,346     $ 958  

Non-GAAP Adjusted Operating Income to GAAP Operating Loss

Set forth below is a reconciliation of our non-GAAP “adjusted operating income” and non-GAAP “adjusted operating margin” to our GAAP operating loss and GAAP operating margin.

    Three Months Ended June 30,     Six Months Ended June 30,  
    2021     2020     2021     2020  
    ($ in thousands)  
Net revenue   $ 34,065     $ 19,579     $ 63,834     $ 41,446  
                                 
GAAP net loss     (227 )     (4,792 )     (2,191 )     (7,294 )
Provision (benefit) for income taxes     213       (74 )     212       (44 )
Net interest expense     113       142       177       222  
Other expense (income) – net     (205 )     114       15       (331 )
GAAP operating loss     (106 )     (4,610 )     (1,787 )     (7,447 )
GAAP operating margin     (0.3 %)     (23.5 %)     (2.8 %)     (18.0 %)
                                 
Stock-based compensation expense     1,735       1,881       3,002       3,188  
Amortization of purchased intangible assets     2,175       2,046       4,311       3,061  
Transaction and integration costs     617       455       849       1,100  
Impairment and unoccupied lease charges     223       63       1,241       361  
Non-GAAP adjusted operating income   $ 4,644     $ (165 )   $ 7,616     $ 263  
Non-GAAP adjusted operating margin     13.6 %     (0.8 %)     11.9 %     0.6 %

Non-GAAP Adjusted Net Income to GAAP Net Loss

Set forth below is a reconciliation of our non-GAAP “adjusted net income” and non-GAAP “adjusted net income per share” to our GAAP net loss and GAAP net loss per share.

    Three Months Ended June 30,     Six Months Ended June 30,  
    2021     2020     2021     2020  
    ($ in thousands)  
GAAP net loss   $ (227 )   $ (4,792 )   $ (2,191 )   $ (7,294 )
                                 
Foreign exchange loss (gain) / other expense     (146 )     111       97       (313 )
Stock-based compensation expense     1,735       1,881       3,002       3,188  
Amortization of purchased intangible assets     2,175       2,046       4,311       3,061  
Transaction and integration costs     617       455       849       1,100  
Impairment and unoccupied lease charges     223       63       1,241       361  
Income tax expense (benefit) related to goodwill     163       (115 )     127       (100 )
Non-GAAP adjusted net income   $ 4,540     $ (351 )   $ 7,436     $ 3  
                                 
End-of-period shares     14,611,606       12,454,691       14,611,606       12,454,691  
                                 
Non-GAAP adjusted net income per share   $ 0.31     $ (0.03 )   $ 0.51     $  

For purposes of determining non-GAAP adjusted net income per share, we used the number of common shares outstanding as of June 30, 2021 and 2020.

    Three Months Ended June 30,     Six Months Ended June 30,  
    2021     2020     2021     2020  
GAAP net loss attributable to common shareholders, per share   $ (0.27 )   $ (0.65 )   $ (0.63 )   $ (1.07 )
Impact of preferred stock dividend     0.25       0.27       0.48       0.48  
Net loss per end-of-period share     (0.02 )     (0.38 )     (0.15 )     (0.59 )
                                 
Foreign exchange loss / other expense     (0.01 )     0.01       0.01       (0.03 )
Stock-based compensation expense     0.12       0.15       0.21       0.26  
Amortization of purchased intangible assets     0.15       0.15       0.30       0.25  
Transaction and integration costs     0.04       0.04       0.06       0.09  
Impairment and unoccupied lease charges     0.02       0.01       0.07       0.03  
Income tax expense (benefit) related to goodwill     0.01       (0.01 )     0.01       (0.01 )
Non-GAAP adjusted earnings per share   $ 0.31     $ (0.03 )   $ 0.51     $ 0.00  
                                 
End-of-period common shares     14,611,606       12,454,691       14,611,606       12,454,691  
In-the-money warrants and outstanding unvested RSUs     2,628,747       4,295,561       2,628,747       4,295,561  
Total fully diluted shares     17,240,353       16,750,252       17,240,353       16,750,252  
Non-GAAP adjusted diluted earnings per share   $ 0.26     $ (0.02 )   $ 0.43     $ 0.00  

Explanation of Non-GAAP Financial Measures

We report our financial results in accordance with accounting principles generally accepted in the United States of America, or GAAP. However, management believes that, in order to properly understand our short-term and long-term financial and operational trends, investors may wish to consider the impact of certain non-cash or non-recurring items, when used as a supplement to financial performance measures in accordance with GAAP. These items result from facts and circumstances that vary in frequency and impact on continuing operations. Management also uses results of operations before such items to evaluate the operating performance of CareCloud and compare it against past periods, make operating decisions, and serve as a basis for strategic planning. These non-GAAP financial measures provide management with additional means to understand and evaluate the operating results and trends in our ongoing business by eliminating certain non-cash expenses and other items that management believes might otherwise make comparisons of our ongoing business with prior periods more difficult, obscure trends in ongoing operations, or reduce management’s ability to make useful forecasts. Management believes that these non-GAAP financial measures provide additional means of evaluating period-over-period operating performance. In addition, management understands that some investors and financial analysts find this information helpful in analyzing our financial and operational performance and comparing this performance to our peers and competitors.

Management uses adjusted EBITDA, adjusted operating income, adjusted operating margin, and non-GAAP adjusted net income to provide an understanding of aspects of operating results before the impact of investing and financing charges and income taxes. Adjusted EBITDA may be useful to an investor in evaluating our operating performance and liquidity because this measure excludes non-cash expenses as well as expenses pertaining to investing or financing transactions. Management defines “adjusted EBITDA” as the sum of GAAP net income (loss) before provision for (benefit from) income taxes, net interest expense, other (income) expense, stock-based compensation expense, depreciation and amortization, integration costs, transaction costs, impairment charges and changes in contingent consideration.

Management defines “non-GAAP adjusted operating income” as the sum of GAAP operating income (loss) before stock-based compensation expense, amortization of purchased intangible assets, integration costs, transaction costs, impairment charges and changes in contingent consideration, and “non-GAAP adjusted operating margin” as non-GAAP adjusted operating income divided by net revenue.

Management defines “non-GAAP adjusted net income” as the sum of GAAP net income (loss) before stock-based compensation expense, amortization of purchased intangible assets, other (income) expense, integration costs, transaction costs, impairment charges changes in contingent consideration, any tax impact related to these preceding items and income tax expense related to goodwill, and “non-GAAP adjusted net income per share” as non-GAAP adjusted net income divided by common shares outstanding at the end of the period, including the shares which were issued but are subject to forfeiture and considered contingent consideration.

Management considers all of these non-GAAP financial measures to be important indicators of our operational strength and performance of our business and a good measure of our historical operating trends, in particular the extent to which ongoing operations impact our overall financial performance.

In addition to items routinely excluded from non-GAAP EBITDA, management excludes or adjusts each of the items identified below from the applicable non-GAAP financial measure referenced above for the reasons set forth with respect to that excluded item:

Foreign exchange / other expense. Other expense is excluded because foreign currency gains and losses and other non-operating expenses are expenditures that management does not consider part of ongoing operating results when assessing the performance of our business, and also because the total amount of the expense is partially outside of our control. Foreign currency gains and losses are based on global market factors which are unrelated to our performance during the period in which the gains and losses are recorded.

Stock-based compensation expense. Stock-based compensation expense is excluded because this is primarily a non-cash expenditure that management does not consider part of ongoing operating results when assessing the performance of our business, and also because the total amount of the expenditure is partially outside of our control because it is based on factors such as stock price, volatility, and interest rates, which may be unrelated to our performance during the period in which the expenses are incurred. Stock-based compensation expense includes cash-settled awards based on changes in the stock price.

Amortization of purchased intangible assets. Purchased intangible assets are amortized over their estimated useful lives and generally cannot be changed or influenced by management after the acquisition. Accordingly, this item is not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are recorded.

Transaction costs. Transaction costs are upfront costs related to acquisitions and related transactions, such as brokerage fees, pre-acquisition accounting costs and legal fees, and other upfront costs related to specific transactions. Management believes that such expenses do not have a direct correlation to future business operations, and therefore, these costs are not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.

Integration costs. Integration costs are severance payments for certain employees relating to our acquisitions and exit costs related to terminating leases and other contractual agreements. Accordingly, management believes that such expenses do not have a direct correlation to future business operations, and therefore, these costs are not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.

Impairment and unoccupied lease charges. Impairment charges primarily represent remaining lease and termination fees associated with discontinued facilities and a non-cancellable vendor contract where the services are no longer being used. Unoccupied lease charges represent the portion of lease and related costs for vacant space not being utilized by the Company. Accordingly, management believes that such expenses do not have a direct correlation to future business operations, and therefore, these costs are not considered by management in making operating decisions. Management does not believe such charges accurately reflect the performance of our ongoing operations for the period in which such charges are incurred.

Income tax expense (benefit) related to goodwill. Income tax expense (benefit) resulting from the amortization of goodwill related to our acquisitions represents a charge (benefit) to record the tax effect resulting from amortizing goodwill over 15 years for tax purposes. Goodwill is not amortized for GAAP reporting. This expense is not anticipated to result in a cash payment.

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