Form 8-K

8-K — CareCloud, Inc.

Accession: 0001493152-26-036255

Filed: 2026-08-06

Period: 2026-08-06

CIK: 0001582982

SIC: 7372 (SERVICES-PREPACKAGED SOFTWARE)

Item: Results of Operations and Financial Condition

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — form8-k.htm (Primary)

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0001582982

2026-08-06

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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): August 6, 2026

CARECLOUD,

INC.

(Exact

name of registrant as specified in its charter)

Delaware

001-36529

22-3832302

(State

or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS

Employer

Identification No.)

Clyde Road, Somerset, New Jersey, 08873

(Address of principal executive offices, zip code)

(732)

873-5133

(Registrant’s

telephone number, including area code)

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:

☐

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

CCLD

Nasdaq

Global 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 ☐

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.

August 6, 2026, the Registrant issued a press release, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein

by reference.

The

information furnished pursuant to Item 2.02 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended or the Exchange Act,

except as expressly set forth by specific reference in such a filing.

Item

7.01 Regulation FD Disclosure.

August 6, 2026, the Registrant provided slides to accompany its earnings presentation, a copy of which is attached hereto as Exhibit

99.2 and is incorporated herein by reference.

The

information furnished pursuant to Item 7.01 of this Form 8-K shall not be deemed “filed” for purposes of Section 18 of the

Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section,

nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended or the Exchange Act,

except as expressly set forth by specific reference in such a filing.

Item

9.01 Financial Statements and Exhibits.

(d)

Exhibits

99.1

Press release dated August 6, 2026.

99.2

Slide presentation dated August 6, 2026.

104

Cover

Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE(S)

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.

CareCloud,

Inc.

Date:

August

6, 2026

By:

/s/

Norman Roth

Norman

Roth

Interim

Chief Financial Officer and Corporate Controller

EX-99.1

Filename: ex99-1.htm · Sequence: 2

Exhibit

99.1

CareCloud

Reports Second Quarter 2026 Results

Revenue

Grows 16%; Ninth Consecutive Quarter of Positive GAAP Net Income

SOMERSET,

N.J., August 6, 2026 (GLOBE NEWSWIRE)—CareCloud, Inc. (Nasdaq: CCLD), a leader in AI-powered healthcare technology and revenue

cycle management solutions for medical practices and health systems nationwide, today announced financial results for the quarter ended

June 30, 2026 and reaffirmed its full-year guidance.

Second

Quarter 2026 Financial Highlights:

● Revenue

of $31.9 million, compared to $27.4 million in Q2 2025

● GAAP

net income of $1.1 million, compared to $2.9 million in Q2 2025

● GAAP

EPS of $0.00 per share, compared to $0.04 per share in Q2 2025

● Adjusted

EBITDA of $5.9 million, compared to $6.5 million in Q2 2025

Year-to-date

2026 Highlights:

● Revenue

of $63.2 million, compared to $55.0 million in the same period last year

● GAAP

net income of $2.0 million, compared to $4.9 million in the same period last year

● GAAP

EPS of ($0.01) per share, compared to $0.02 per share in the same period last year

● Adjusted

EBITDA of $11.3 million, compared to $12.1 million in the same period last year

Key

Second Quarter Accomplishments:

● Compliance

and Audit-Defense Market Entry: Expanded the product portfolio through the acquisition

of Empower Healthcare & Compliance Partners, opening a new growth opportunity by bringing

trusted compliance, audit-defense, and regulatory expertise to CareCloud’s network

of more than 40,000 providers.

● Full

Redemption of Series B Preferred Stock: Completed the redemption of all outstanding Series

B Preferred Stock on May 15, 2026.

● Sustained

Profitability: Delivered the ninth consecutive quarter of positive GAAP net income.

Management

Commentary

“This

quarter we grew revenue 16%, delivered our ninth consecutive quarter of positive GAAP net

income, and entered the compliance and audit-defense market through our acquisition of Empower

Healthcare. We’re investing deliberately in what we believe defines our next phase

of growth — our AI solutions, our expanding capabilities, and the cross-sell opportunity

across our more than 40,000 providers.” — Stephen Snyder, Chief Executive

Officer, CareCloud

“Our

AI and acquisition strategies have become a single, unified growth engine. Every platform we bring into CareCloud becomes smarter, faster,

and more valuable when we layer in our AI capabilities. We are still in the early innings of unlocking the cross-sell potential across

our expanded client base, and we are increasingly seeing customers adopt our AI-enabled offerings.” — A. Hadi Chaudhry,

Chief Strategy Officer, CareCloud

“As

expected, profitability this quarter reflects deliberate investments we are making today — increased R&D spending on our AI-enabled

capabilities and increased interest expense from simplifying our capital structure through the Series B redemption — that we believe

will deliver returns over time. We expect these investments to enhance scalability, improve operational efficiency, and support long-term

margin expansion.” — Norman Roth, Interim Chief Financial Officer and Corporate Controller, CareCloud

2026

Outlook

The

Company is reaffirming its guidance for calendar year 2026.

For the Fiscal Year Ending December 31, 2026

Full Year 2026 Guidance

Revenue

$128 – $132 million

Adjusted EBITDA

$29

– $31 million

GAAP Net Income Per Share (EPS)

$0.20

– $0.23

Our

expectations regarding future profitability, including adjusted EBITDA and earnings-per-share guidance, are based on management’s

current beliefs and assumptions regarding, among other things, the signing and continuation of certain client and vendor relationships,

the anticipated timing and scope of client projects, and our timely execution of integration and expense-management initiatives intended

to align our cost structure with those objectives.

Conference

Call Information

CareCloud

management will host a live conference call today, August 6, 2026, at 8:30 a.m. Eastern Time to discuss second quarter 2026 results

and the Company’s 2026 strategy.

Webcast:

ir.carecloud.com/events

Dial-in

(Audio Only): 201-389-0920 | Reference: “CareCloud, Inc. Second Quarter 2026 Results Conference Call.”

Replay

Dial-in: 412-317-6671 | Access Code: 13761329 (available approximately 3 hours after the call).

About

CareCloud

brings disciplined innovation to the business of healthcare. Our suite of AI and 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 revenue cycle management (RCM), practice management (PM), electronic health records (EHR), business intelligence,

patient experience management (PXM) and digital health, at carecloud.com.

CareCloud on LinkedIn, X and Facebook.

For

additional information, please visit our website at carecloud.com. To listen to video presentations by CareCloud’s management

team, read recent press releases and view the latest investor presentation, please visit ir.carecloud.com.

Contacts

Company

Contact:

Investor

Contact:

Norman

Roth

Stephen

Snyder

Interim

Chief Financial Officer and Corporate Controller

Chief

Executive Officer

CareCloud,

Inc.

CareCloud,

Inc.

nroth@carecloud.com

ir@carecloud.com

Use

of Non-GAAP Financial Measures

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,” “shall,” “should,” “could,” “intends,” “expects,” “plans,”

“goals,” “projects,” “anticipates,” “believes,” “seeks,” “estimates,”

“forecasts,” “predicts,” “possible,” “potential,” “target,” 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 pandemics 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, manage and keep our information systems secure 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.

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.

CARECLOUD,

INC.

CONDENSED

CONSOLIDATED BALANCE SHEETS

OF JUNE 30, 2026 AND DECEMBER 31, 2025

in thousands, except share and per share amounts)

June 30, 2026

December 31, 2025

(Unaudited)

ASSETS

Current assets:

Cash

$ 13,395

$ 3,117

Restricted cash

500

Accounts receivable - net

14,117

15,062

Contract asset

3,426

3,664

Inventory

471

507

Current assets - related party

Prepaid expenses and other current assets

2,758

2,872

Total current assets

34,183

25,738

Property and equipment - net

7,259

7,775

Operating lease right-of-use assets

4,864

3,106

Intangible assets - net

14,929

18,968

Goodwill

31,835

31,442

Other assets

779

569

TOTAL ASSETS

$ 93,849

$ 87,598

LIABILITIES AND SHAREHOLDERS’ EQUITY

Current liabilities:

Accounts payable

$ 6,071

$ 6,937

Accrued compensation

3,846

4,136

Accrued expenses

5,943

5,970

Operating lease liability (current portion)

1,573

927

Deferred revenue (current portion)

4,507

4,148

Term loans and other (current portion)

10,756

728

Contingent consideration (current portion)

400

909

Dividend payable

392

668

Total current liabilities

33,488

24,423

Term loans and other

29,223

441

Borrowings under line of credit

9,000

Contingent consideration

290

232

Operating lease liability

3,462

2,187

Deferred revenue

934

809

Deferred tax liability

Total liabilities

76,447

28,092

COMMITMENTS AND CONTINGENCIES

SHAREHOLDERS’ EQUITY:

Preferred stock, $0.001 par value - authorized 7,000,000 shares. Series A, issued and outstanding 984,530 shares at June 30, 2026 and December 31, 2025. Series B, issued and outstanding 0 and 1,511,372 shares at June 30, 2026 and December 31, 2025, respectively.

Common stock, $0.001 par value - authorized 85,000,000 shares. Issued 43,234,658 and 43,178,748 shares at June 30, 2026 and December 31, 2025, respectively. Outstanding 42,493,859 and 42,437,949 shares at June 30, 2026 and December 31, 2025, respectively.

Additional paid-in capital

75,735

119,936

Accumulated deficit

(53,788 )

(55,832 )

Accumulated other comprehensive loss

(3,927 )

(3,981 )

Less: 740,799 common shares held in treasury, at cost at June 30, 2026 and December 31, 2025

(662 )

Total shareholders’ equity

17,402

59,506

TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 93,849

$ 87,598

CARECLOUD,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR

THE THREE AND SIX MONTHS ENDED JUNE 30, 2026 AND 2025

in thousands, except share and per share amounts)

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

NET REVENUE

$ 31,880

$ 27,377

$ 63,150

$ 55,009

OPERATING EXPENSES:

Direct operating costs

17,457

14,480

34,307

29,944

Selling and marketing

1,300

1,118

2,714

2,249

General and administrative

5,370

4,358

10,866

8,690

Research and development

2,194

1,020

4,610

2,255

Change in contingent consideration

(34 )

Depreciation and amortization

3,731

3,382

7,768

6,719

Restructuring costs

137

Total operating expenses

30,018

24,381

60,288

49,994

OPERATING INCOME

1,862

2,996

2,862

5,015

OTHER:

Interest income

Interest expense

(815 )

(68 )

(873 )

(126 )

Other income (expense) - net

104

(35 )

126

(49 )

INCOME BEFORE PROVISION FOR INCOME TAXES

1,224

2,944

2,198

4,933

Income tax provision

102

154

NET INCOME

$ 1,122

$ 2,902

$ 2,044

$ 4,850

Preferred stock dividend

941

1,365

2,306

4,176

NET INCOME (LOSS) ATTRIBUTABLE TO COMMON SHAREHOLDERS

$ 181

$ 1,537

$ (262 )

$ 674

Net income (loss) per common share: basic and diluted

$ 0.00

$ 0.04

$ (0.01 )

$ 0.02

Weighted-average common shares used to compute basic and diluted loss per share

42,493,449

42,321,629

42,482,758

33,118,912

CARECLOUD,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR

THE SIX MONTHS ENDED JUNE 30, 2026 AND 2025

in thousands)

2026

2025

OPERATING ACTIVITIES:

Net income

$ 2,044

$ 4,850

Adjustments to reconcile net income to net cash provided by operating activities:

Depreciation and amortization

7,858

6,855

Lease amortization

896

901

Provision for expected credit losses

118

169

Provision for deferred income taxes

Foreign exchange loss

Interest accretion

208

219

Change in contingent consideration

Stock-based compensation expense

128

219

Changes in operating assets and liabilities:

Accounts receivable

827

(958 )

Contract asset

238

411

Inventory

Other assets

(838 )

Accounts payable and other liabilities

(2,146 )

377

Deferred revenue

316

264

Net cash provided by operating activities

10,684

12,521

INVESTING ACTIVITIES:

Purchases of property and equipment

(937 )

(1,786 )

Capitalized software and other intangible assets

(1,620 )

(1,677 )

Payment for acquisitions

(681 )

(40 )

Net cash used in investing activities

(3,238 )

(3,503 )

FINANCING ACTIVITIES:

Preferred stock dividends paid

(6,436 )

(3,317 )

Payment of contingent consideration

(618 )

Payment of tax withholding on stock issued to employees

(1 )

(22 )

Proceeds from term loan

39,739

Repayments of notes payable and term loan

(1,191 )

(355 )

Redemption of Series B Preferred Stock

(38,169 )

Proceeds from line of credit

9,000

Net cash provided by (used in) financing activities

2,324

(3,694 )

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND RESTRICTED CASH

(29 )

NET INCREASE IN CASH AND RESTRICTED CASH

9,778

5,295

CASH AND RESTRICTED CASH - Beginning of the period

3,617

5,145

CASH - End of the period

$ 13,395

$ 10,440

SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:

Conversion of Series A Preferred Stock and accrued dividends to common stock

$ -

$ 2,435

Dividends declared, not paid

$ 392

$ 714

SUPPLEMENTAL INFORMATION - Cash paid during the period for:

Income taxes

$ 158

$ 144

Interest

$ 517

$ 44

RECONCILIATION

OF NON-GAAP FINANCIAL MEASURES

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 Income

Set

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

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

($ in thousands)

Net revenue

$ 31,880

$ 27,377

$ 63,150

$ 55,009

GAAP net income

1,122

2,902

2,044

4,850

Provision for income taxes

102

154

Net interest expense

742

790

Foreign exchange loss / other expense

Stock-based compensation expense

111

128

219

Depreciation and amortization

3,731

3,382

7,768

6,719

Change in contingent consideration

(34 )

Transaction and integration costs

166

324

Restructuring costs

137

Adjusted EBITDA

$ 5,947

$ 6,529

$ 11,317

$ 12,124

Non-GAAP

Adjusted Operating Income to GAAP Operating Income

Set

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

to our GAAP operating income and GAAP operating margin.

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

($ in thousands)

Net revenue

$ 31,880

$ 27,377

$ 63,150

$ 55,009

GAAP net income

1,122

2,902

2,044

4,850

Provision for income taxes

102

154

Net interest expense

742

790

Other (income) expense - net

(104 )

(126 )

GAAP operating income

1,862

2,996

2,862

5,015

GAAP operating margin

5.8 %

10.9 %

4.5 %

9.1 %

Stock-based compensation expense

111

128

219

Amortization of purchased intangible assets

945

193

1,873

282

Transaction and integration costs

166

324

Change in contingent consideration

(34 )

Restructuring costs

137

Non-GAAP adjusted operating income

$ 3,003

$ 3,334

$ 5,210

$ 5,676

Non-GAAP adjusted operating margin

9.4 %

12.2 %

8.3 %

10.3 %

Non-GAAP

Adjusted Net Income to GAAP Net Income

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 income and GAAP net income per share.

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

($ in thousands )

GAAP net income

$ 1,122

$ 2,902

$ 2,044

$ 4,850

Foreign exchange loss / other expense

Stock-based compensation expense

111

128

219

Amortization of purchased intangible assets

945

193

1,873

282

Transaction and integration costs

166

324

Change in contingent consideration

(34 )

Restructuring costs

137

Income tax expense related to goodwill

Non-GAAP adjusted net income

$ 2,367

$ 3,281

$ 4,528

$ 5,571

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

GAAP net income (loss) attributable to common shareholders, per share

$ 0.00

$ 0.04

$ (0.01 )

$ 0.02

Impact of preferred stock dividend

0.03

0.06

0.09

Net income per end-of-period share

0.03

0.07

0.05

0.11

Foreign exchange loss / other expense

0.00

Stock-based compensation expense

0.01

0.00

0.01

Amortization of purchased intangible assets

0.02

0.00

0.04

0.01

Transaction and integration costs

0.00

0.01

0.00

Change in contingent consideration

0.00

Restructuring costs

0.00

Income tax expense related to goodwill

0.00

Non-GAAP adjusted earnings per share

$ 0.06

$ 0.07

$ 0.11

$ 0.13

End-of-period common shares

42,493,859

42,322,039

42,493,859

42,322,039

For

purposes of determining non-GAAP adjusted earnings per share, the Company used the number of common shares outstanding as of June 30,

2026 and 2025. Non-GAAP adjusted earnings per share does not take into account dividends declared or earned on preferred stock.

Net

cash provided by operating activities to free cash flow

Set

forth below is a reconciliation of our non-GAAP “free cash flow” to our GAAP net cash provided by operating activities.

Three Months Ended June 30,

Six Months Ended June 30,

2026

2025

2026

2025

($ in thousands)

Net cash provided by operating activities

$ 7,073

$ 7,408

$ 10,684

$ 12,521

Purchases of property and equipment

(525 )

(1,162 )

(937 )

(1,786 )

Capitalized software and other intangible assets

(800 )

(831 )

(1,620 )

(1,677 )

Free cash flow

$ 5,748

$ 5,415

$ 8,127

$ 9,058

Net cash used in investing activities 1

$ (2,006 )

$ (1,993 )

$ (3,238 )

$ (3,503 )

Net cash provided by (used in) financing activities

$ 4,474

$ (1,762 )

$ 2,324

$ (3,694 )

1. Net

cash used in investing activities includes payments for acquisitions, purchases of property and equipment and capitalized software and

other intangible assets. Purchases of property and equipment and capitalized software and other intangible assets are included in our

computation of free cash flow.

Explanation

of Non-GAAP Financial Measures

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 before provision for income taxes, net interest expense, other (income) expense, stock-based compensation expense, depreciation

and amortization, integration costs, transaction costs, and change in contingent consideration.

Management

defines “non-GAAP adjusted operating income” as the sum of GAAP operating income before stock-based compensation expense,

amortization of purchased intangible assets, integration costs, transaction costs, and change 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 before stock-based compensation expense, amortization

of purchased intangible assets, other (income) expense, integration costs, transaction costs, change 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.

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 loss/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.

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.

Contingent

consideration. Contingent consideration represents the portion of consideration payable to the seller of some of our acquisitions,

the amount of which is based on the achievement of defined performance measures contained in the purchase agreements. Contingent consideration

is adjusted to fair value at the end of each reporting period. Management does not believe such charges accurately reflect the performance

of our ongoing operations for the period in which such charges are incurred.

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.

Restructuring

costs. Restructuring costs primarily consist of severance and separation costs associated with the optimization of the Company’s

operations and profitability improvements. 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 related to goodwill. Income tax expense resulting from the amortization of goodwill related to our acquisitions represents

a charge 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.

Free

cash flow. Management believes that free cash flow, which measures our ability to generate additional cash from our business operations,

is an important financial measure for use in evaluating the Company’s financial performance. Free cash flow should be considered

in addition to, rather than as a substitute for, consolidated net operating results as a measure of our performance and net cash provided

by operating activities as a measure of our liquidity. Additionally, the Company’s definition of free cash flow is limited, in

that it does not represent residual cash flows available for discretionary expenditures, due to the fact that the measure does not deduct

the payments required for debt service and other contractual obligations or payments made for business acquisitions. Therefore, we believe

it is important to view free cash flow as a measure that provides supplemental information to our condensed consolidated statements of

cash flows.

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