Form 8-K

8-K — CareCloud, Inc.

Accession: 0001493152-26-021603

Filed: 2026-05-07

Period: 2026-05-07

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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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): May 7, 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

8.75%

Series B Cumulative Redeemable Perpetual Preferred Stock, par value $0.001 per share

CCLDO

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.

May 7, 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.

May 7, 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 May 7, 2026.

99.2

Slide presentation dated May 7, 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:

May

7, 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

NASDAQ:

CCLD | CCLDO

CareCloud

Reports Q1 2026 Results

Reaffirms

Guidance Following Capital Structure Simplification; Revenue Grows 13% Year-Over-Year

SOMERSET,

N.J., May 7, 2026 (GLOBE NEWSWIRE)—CareCloud, Inc. (Nasdaq: CCLD, CCLDO) (“CareCloud” or the “Company”),

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 March 31, 2026. The Company reaffirmed its previously issued financial guidance

following the successful closing of a $50 million credit facility, the announced redemption of 100% of its Series B Preferred Stock,

and AI product launches. Together, these milestones mark a pivotal step in CareCloud’s ongoing growth trajectory—positioning

the Company to scale its AI-driven revenue and expand margins, reporting its eighth consecutive quarter of positive GAAP net income with

a meaningfully simpler capital structure for the future.

First

Quarter 2026 Financial Highlights:

● Revenue

of $31.3 million, compared to $27.6 million in Q1 2025

● GAAP

net income of $922,000, compared to a net income of $1.9 million in Q1 2025

● Adjusted

EBITDA of $5.4 million, compared to $5.6 million in Q1 2025

● GAAP

EPS of ($0.01), compared to ($0.04) per share in Q1 2025

Recent

Accomplishments

● Full

Scheduled Redemption of Series B Preferred Stock: Redemption scheduled for May 15, 2026

● Inpatient

Software Market Entry: Expanded product portfolio includes inpatient EHR, RCM and analytics.

#1 Black Book ranked EDIS platform— significantly broadening the total addressable

market

● AI

Center of Excellence Live: Launched stratusAI Desk Agent (~75% of inbound calls automated)

and stratusAI Voice Audit

Management

Commentary

“Q1

2026 marks the start of an exciting new chapter for CareCloud. We delivered 13% year-over-year revenue growth, expanded our AI offering

and our addressable market into the inpatient segment, and took decisive action to simplify our capital structure with the announced

full redemption of our Series B Preferred Stock and the closing of a new $50 million credit facility. With the Medsphere integration

substantially complete, a stronger balance sheet, and our 2026 guidance reaffirmed, we believe CareCloud is uniquely positioned to translate

this momentum into accelerating, durable shareholder value through the balance of 2026 and beyond.”

—

Stephen Snyder, Chief Executive Officer, CareCloud

“This

was the quarter our AI strategy moved from promise to performance. stratusAI Desk Agent is now resolving approximately 75% of inbound

patient calls autonomously, stratusAI Voice Audit is surfacing revenue and compliance opportunities in real time, and our newly launched

AI Center of Excellence is shipping new agentic capabilities at an accelerating pace. By layering these AI services on top of our expanded

ambulatory and inpatient platform—including our #1 Black Book–ranked EDIS—we are building a differentiated, full-stack

healthcare technology offering that scales with every customer we serve and creates a durable, technology-led competitive advantage.”

—

A. Hadi Chaudhry, Chief Strategy Officer, CareCloud

“We

are reaffirming our 2026 guidance based on our confidence for the year. The integration of our Medsphere acquisition impacted our earnings

as anticipated this quarter and is now substantially complete, positioning us to deliver improving margins through the balance of 2026.

We look forward to redeeming all of our Series B Preferred Stock for cash on May 15.”

—

Norman Roth, Interim Chief Financial Officer and Corporate Controller, CareCloud

2026

Outlook

CareCloud

entered 2026 with significant operating momentum and 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

Revenue

guidance is based on management’s expectations for contributions from existing clients, together with cross-selling and other organic

and inorganic growth. EPS guidance of $0.20–$0.23 represents a 100-130% increase from the $0.10 achieved in full year 2025. Adjusted

EBITDA guidance is $29–$31 million compared to the 2025 amount of $27.5 million.

anticipated, Q1 2026 GAAP net income reflects a temporary, near-term impact from elevated amortization of acquired intangible assets

and one-time integration costs tied to the Medsphere acquisition (which closed August 2025) and our other 2025 acquisitions. Q1 2026

adjusted EBITDA was depressed due to transition costs from Medsphere which have largely been eliminated by the end of Q1, so they

will have a decreasing impact in future quarters. These items are non-recurring and integration-related, are expected to subside as the

integrations are completed, and are not indicative of the underlying earnings power of the business. Management expects margin expansion

to resume as we move through 2026, consistent with the full-year guidance reaffirmed above.

Conference

Call Information

CareCloud

management will host a live conference call today, May 7, 2026, at 8:30 a.m. Eastern Time to discuss first quarter 2026 results

and the Company’s 2026 strategy.

Webcast:

ir.carecloud.com/events

Dial-in

(Audio Only): 646-307-1865 | Reference: “CareCloud, Inc. First Quarter 2026 Results Conference Call.”

Replay

Dial-in: 412-317-6671 | Access Code: 1116667 (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 45,000 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:

Norman

Roth

Interim

Chief Financial Officer and Corporate Controller

CareCloud,

Inc.

nroth@carecloud.com

Investor

Contact:

Stephen

Snyder

Chief

Executive Officer

CareCloud,

Inc.

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, 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 MARCH 31, 2026 AND DECEMBER 31, 2025

in thousands, except share and per share amounts)

March 31,

December 31,

2026

2025

(Unaudited)

ASSETS

Current

assets:

Cash

$ 3,354

$ 3,117

Restricted

cash

500

Accounts

receivable - net

15,236

15,062

Contract

asset

3,502

3,664

Inventory

432

507

Current

assets - related party

Prepaid

expenses and other current assets

3,048

2,872

Total

current assets

26,088

25,738

Property

and equipment - net

7,461

7,775

Operating

lease right-of-use assets

4,662

3,106

Intangible

assets - net

16,500

18,968

Goodwill

31,435

31,442

Other

assets

573

569

TOTAL

ASSETS

$ 86,719

$ 87,598

LIABILITIES

AND SHAREHOLDERS’ EQUITY

Current

liabilities:

Accounts

payable

$ 5,508

$ 6,937

Accrued

compensation

3,476

4,136

Accrued

expenses

5,951

5,970

Operating

lease liability (current portion)

1,358

927

Deferred

revenue (current portion)

4,748

4,148

Notes

payable (current portion)

742

728

Contingent

consideration (current portion)

734

909

Dividend

payable

944

668

Total

current liabilities

23,461

24,423

Notes

payable

250

441

Contingent

consideration

400

232

Operating

lease liability

3,390

2,187

Deferred

revenue

891

809

Total

liabilities

28,392

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 March 31, 2026 and December

31, 2025. Series B, issued and outstanding 1,511,372 shares at March 31, 2026 and December 31, 2025.

Common

stock, $0.001 par value - authorized 85,000,000 shares. Issued 43,233,748 and 43,178,748 shares at March 31, 2026 and December 31,

2025, respectively. Outstanding 42,492,949 and 42,437,949 shares at March 31, 2026 and December 31, 2025, respectively.

Additional

paid-in capital

117,807

119,936

Accumulated

deficit

(54,910 )

(55,832 )

Accumulated

other comprehensive loss

(3,953 )

(3,981 )

Less:

740,799 common shares held in treasury, at cost at March 31, 2026 and December 31, 2025

(662 )

Total

shareholders’ equity

58,327

59,506

TOTAL

LIABILITIES AND SHAREHOLDERS’ EQUITY

$ 86,719

$ 87,598

CARECLOUD,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

FOR

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

in thousands, except share and per share amounts)

Three Months

Ended

March

31,

2026

2025

NET

REVENUE

$ 31,270

$ 27,632

OPERATING

EXPENSES:

Direct

operating costs

16,850

15,464

Selling

and marketing

1,414

1,131

General

and administrative

5,496

4,332

Research

and development

2,416

1,235

Change

in contingent consideration

Depreciation

and amortization

4,037

3,337

Restructuring

costs

114

Total

operating expenses

30,270

25,613

OPERATING

INCOME

1,000

2,019

OTHER:

Interest

income

Interest

expense

(58 )

Other

income (expense) - net

(14 )

INCOME

BEFORE PROVISION FOR INCOME TAXES

974

1,989

Income

tax provision

NET

INCOME

$ 922

$ 1,948

Preferred

stock dividend

1,365

2,811

NET

LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS

$ (443 )

$ (863 )

Net loss

per common share: basic and diluted

$ (0.01 )

$ (0.04 )

Weighted-average

common shares used to compute basic and diluted loss per share

42,471,949

23,813,943

CARECLOUD,

INC.

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

FOR

THE THREE MONTHS ENDED MARCH 31, 2026 AND 2025

in thousands)

2026

2025

OPERATING

ACTIVITIES:

Net

income

$ 922

$ 1,948

Adjustments

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

Depreciation

and amortization

4,085

3,407

Lease

amortization

463

480

Provision

for expected credit losses

106

Foreign

exchange loss (gain)

(1 )

Interest

accretion

107

Change

in contingent consideration

Stock-based

compensation expense

108

Changes

in operating assets and liabilities:

Accounts

receivable

(280 )

(1,183 )

Contract

asset

162

(105 )

Inventory

(35 )

Other

assets

(228 )

(908 )

Accounts

payable and other liabilities

(2,595 )

956

Deferred

revenue

682

269

Net

cash provided by operating activities

3,611

5,113

INVESTING

ACTIVITIES:

Purchases

of property and equipment

(412 )

(624 )

Capitalized

software and other intangible assets

(820 )

(846 )

Initial

payment for acquisition

(40 )

Net

cash used in investing activities

(1,232 )

(1,510 )

FINANCING

ACTIVITIES:

Preferred

stock dividends paid

(1,916 )

(1,730 )

Payment

of contingent consideration

(57 )

Payment

of tax withholding on stock issued to employees

(21 )

Repayments

of notes payable

(177 )

(181 )

Net

cash used in financing activities

(2,150 )

(1,932 )

EFFECT

OF EXCHANGE RATE CHANGES ON CASH AND RESTRICTED CASH

(11 )

NET INCREASE

IN CASH AND RESTRICTED CASH

237

1,660

CASH

AND RESTRICTED CASH - Beginning of the period

3,617

5,145

CASH

AND RESTRICTED CASH - End of the period

$ 3,854

$ 6,805

SUPPLEMENTAL

NONCASH INVESTING AND FINANCING ACTIVITIES:

Conversion

of preferred stock and accrued dividends to common stock

$ -

$ 2,435

Dividends

declared, not paid

$ 944

$ 1,299

SUPPLEMENTAL

INFORMATION - Cash paid during the period for:

Income

taxes

$ 14

$ 15

Interest

$ 21

$ 18

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 March 31,

2026

2025

($ in thousands)

Net

revenue

$ 31,270

$ 27,632

GAAP

net income

922

1,948

Provision

for income taxes

Net interest

expense

Foreign

exchange loss / other expense

Stock-based

compensation expense

108

Depreciation

and amortization

4,037

3,337

Change

in contingent consideration

Transaction

and integration costs

158

Restructuring

costs

114

Adjusted

EBITDA

$ 5,370

$ 5,595

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 March 31,

2026

2025

($ in thousands)

Net

revenue

$ 31,270

$ 27,632

GAAP

net income

922

1,948

Provision

for income taxes

Net interest

expense

Other

(income) expense - net

(22 )

GAAP operating

income

1,000

2,019

GAAP

operating margin

3.2 %

7.3 %

Stock-based

compensation expense

108

Amortization

of purchased intangible assets

928

Transaction

and integration costs

158

Change

in contingent consideration

Restructuring

costs

114

Non-GAAP

adjusted operating income

$ 2,207

$ 2,342

Non-GAAP

adjusted operating margin

7.1 %

8.5 %

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 March 31,

2026

2025

in thousands )

GAAP

net income

$ 922

$ 1,948

Foreign

exchange loss / other expense

Stock-based

compensation expense

108

Amortization

of purchased intangible assets

928

Transaction

and integration costs

158

Change

in contingent consideration

Restructuring

costs

114

Non-GAAP

adjusted net income

$ 2,161

$ 2,290

Three

Months Ended March 31,

2026

2025

GAAP

net loss attributable to common shareholders, per share

$ (0.01 )

$ (0.04 )

Impact

of preferred stock dividend

0.03

0.09

Net income per end-of-period

0.02

0.05

Foreign

exchange loss / other expense

0.00

Stock-based

compensation expense

0.00

Amortization

of purchased intangible assets

0.02

0.00

Change

in contingent consideration

0.00

Transaction

and integration costs

0.01

0.00

Restructuring

costs

0.00

Non-GAAP

adjusted earnings per share

$ 0.05

End-of-period

common shares

42,492,949

42,321,129

For

purposes of determining non-GAAP adjusted earnings per share, the Company used the number of common shares outstanding as of March 31,

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 March 31,

2026

2025

($ in thousands)

Net

cash provided by operating activities

$ 3,611

$ 5,113

Purchases

of property and equipment

(412 )

(624 )

Capitalized

software and other intangible assets

(820 )

(846 )

Free

cash flow

$ 2,379

$ 3,643

Net

cash used in investing activities 1

$ (1,232 )

$ (1,510 )

Net cash

used in financing activities

$ (2,150 )

$ (1,932 )

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 (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.

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. 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.

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 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.

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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