Reaffirms Full-Year Outlook

SOMERSET, N.J., Nov. 09, 2020 (GLOBE NEWSWIRE) -- MTBC, Inc. (the “Company” or “MTBC”) (Nasdaq: MTBC) (Nasdaq: MTBCP), a leading provider of proprietary, cloud-based healthcare IT solutions and services, today announced financial and operational results for the third quarter ended September 30, 2020, while reaffirming its full-year 2020 guidance. 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.

Third Quarter 2020 Financial Results:

 ?Record revenue of $31.6 million, 88% growth over Q3 2019
 ?GAAP net loss of $1.7 million
 ?Record adjusted EBITDA of $4.2 million
 ?Record adjusted net income of $3.5 million or $0.27 per share

Year-to-Date 2020 Financial Results:

 ?Revenue of $73.1 million, a 50% increase from YTD 2019
 ?GAAP net loss of $9.0 million
 ?Adjusted EBITDA of $5.2 million
 ?Adjusted net income of $3.5 million or $0.27 per share

“We are pleased to report record quarterly revenue of $31.6 million and adjusted EBITDA of $4.2 million, representing year-over-year growth of 88% and 62% respectively,” said Stephen Snyder, MTBC’s Chief Executive Officer.

“As we’ve remained focused on empowering healthcare providers and health systems with our technology-enabled solutions, we’ve continued to accelerate our growth. We’ve already closed more than twice as much new organic business year-to-date than during all of 2019 and we’ve closed the two largest acquisitions in our history this year. As a result, we expect to exit 2020 with annualized revenues of approximately $130 million, while operating with an adjusted EBITDA margin of approximately 20%,” said Snyder.

Nine Month 2020 Financial Results

Revenue for the first nine months of 2020 was $73.1 million, an increase of 50% as compared to $48.7 million in the first nine months of 2019.

For the first nine months of 2020, the Company’s GAAP net loss was $9.0 million, or $1.53 per share, compared to a GAAP net loss of $1.2 million in the first nine months of 2019. During this same period, our adjusted EBITDA was $5.2 million. GAAP net loss includes non-cash amortization and depreciation expense of $6.9 million, stock-based compensation expense of $5.0 million, and transaction and integration costs of $1.7 million.

“The increase in the net loss primarily reflects non-cash items related to our acquisitions of Meridian and CareCloud,” said Bill Korn, MTBC’s Chief Financial Officer. “Depreciation and amortization expense increased by approximately $4.5 million year-over-year, and accounts for approximately 77% of our GAAP net loss. Stock-based compensation increased by approximately $2.6 million year-over-year for grants made to employees who joined us as part of the acquisitions. We incurred approximately $1.7 million of transaction and integration costs and $681,000 of charges for facilities we no longer need. We expect to see the benefit of these cost savings during the fourth quarter, as indicated by our full-year adjusted EBITDA outlook.”

Adjusted EBITDA for the first nine months of 2020 was $5.2 million, as compared to $5.3 million in the first nine months of 2019. Bill Korn noted, “Doctor visits, which declined during the second quarter, have returned to near-normal levels. We anticipate continued improvement in our adjusted EBITDA as we continue to integrate Meridian and CareCloud and streamline our associated operating expenses.”

Third Quarter 2020 Financial Results

Revenue for third quarter 2020 was $31.6 million, an increase of $14.8 million or 88% from the third quarter of 2019, which set a new record for MTBC.

MTBC’s third quarter 2020 GAAP net loss was $1.7 million, as compared to a net loss of $138,000 in the same period last year. The GAAP net loss reflects $3.2 million of non-cash depreciation and amortization expenses, $1.8 million of stock-based compensation, and $609,000 of integration and transaction costs related to recent acquisitions. The GAAP net loss was $0.46 per share, based on the net loss attributable to common shareholders, which takes into account the preferred stock dividends declared during the quarter.

Non-GAAP adjusted net income for third quarter 2020 was a record $3.5 million, an increase of $1.3 million or 58% compared to adjusted net income of $2.2 million in the same period last year. Non-GAAP adjusted earnings per share was $0.27 per share, an increase of $0.09 compared to $0.18 per share during third quarter 2019, and non-GAAP adjusted diluted earnings per share was $0.19. Adjusted earnings per share are computed using end-of-period shares outstanding, and adjusted diluted earnings per share includes common shares issuable upon exercise of in-the-money warrants and vesting of outstanding restricted stock units.

MTBC now has a significant number of outstanding stock warrants which are exercisable and in-the-money, but are excluded under GAAP from earnings per share calculations as the shares are considered antidilutive. To assist in evaluating the effect of these prospective shares, the Company has introduced a new measure, adjusted diluted earnings per share. The sellers of Meridian and CareCloud were granted a total of 4.25 million warrants to purchase shares of MTBC’s common stock at prices between $7.50 and $10.00 per share, with a two-year life for the $7.50 warrants and a three-year life for the $10.00 warrants. If all of these warrants were exercised, MTBC would receive approximately $34 million of cash proceeds.

Adjusted EBITDA for third quarter 2020 was $4.2 million, a new record, which was an increase of 62% and represents 13% of revenue, compared to $2.6 million in the same period last year. This was our fourteenth consecutive quarter of positive adjusted EBITDA.

Bill Korn remarked, “The increase in adjusted EBITDA to record levels during the first full quarter after a major acquisition is a huge accomplishment. It reflects a combination of cost savings from CareCloud, which was purchased in January and Meridian, which was purchased in June, and the return of patient visits to near pre-Covid-19 levels.”

“We expect to see another significant increase in adjusted EBITDA during the fourth quarter, as cost savings from actions we have already taken to further reduce Meridian’s expenses take effect. We can’t predict the course of Covid-19, but patient volumes to date in the fourth quarter are consistent with third quarter, and assuming no major change between now and the end of the year, we anticipate an increase in adjusted EBITDA from third to fourth quarter which is similar to the increase we saw in third quarter.”

Cash Balance and Capital

As of September 30, 2020, the Company had approximately $22.8 million of cash, and nothing drawn on its $10 million revolving line of credit with Silicon Valley Bank.

2020 Full Year Guidance

MTBC previously provided the following forward-looking guidance for the fiscal year ending December 31, 2020:

For the Fiscal Year Ending December 31, 2020
Forward-Looking Guidance

Revenue $105 – $107 million
Adjusted EBITDA $12 – $13 million

The Company’s full year 2020 revenue guidance of $105 to $107 million represents year-over-year growth of approximately 65%, bringing its 3-year CAGR through 2020 to 49%. “We believe that we are on track to generate $130 to $135 million in revenue on an annualized basis during the second half of 2020,” said Bill Korn. “Despite the unknowns related to any additional impact that Covid-19 may have on the U.S. economy during the last two months of the year, we still believe that we will grow our revenues, year-over-year, by at least 63% during 2020.”

“We expect adjusted EBITDA to be $12 to $13 million for full year 2020, representing growth of 48% to 60% over 2019 adjusted EBITDA, as the Company integrates the Meridian and CareCloud acquisitions. The actions we have already taken have significantly reduced both Meridian’s and CareCloud’s operating expenses, and should lead to an even higher adjusted EBITDA contribution for the last quarter of 2020,” said Bill Korn.

Conference Call Information

MTBC management will host a conference call today at 8:30 a.m. Eastern Time to discuss the third quarter 2020 results. The live webcast of the conference call and related presentation slides can be accessed under Events & Presentations at ir.mtbc.com/events. An audio-only option is available by dialing 201-493-6779 and referencing “MTBC Third Quarter 2020 Earnings Call.” Investors who opt for audio only will need to download the related slides at ir.mtbc.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 for the next month by dialing 412-317-6671 and providing access code 13712429.

About MTBC

MTBC is a healthcare information technology company that provides a full suite of proprietary cloud-based solutions, together with related business services, to healthcare providers and hospitals throughout the United States. Our Software-as-a-Service (or SaaS) platform includes revenue cycle management (RCM), practice management (PM), electronic health record (EHR), telehealth and patient experience management (PXM) solutions for high-performance medical groups. MTBC helps clients increase financial and operational performance, streamline clinical workflows and make better business and clinical decisions, allowing them to improve patient care while reducing administrative burdens and operating costs. MTBC’s common stock trades on the Nasdaq Global Market under the ticker symbol “MTBC,” and its Series A Preferred Stock trades on the Nasdaq Global Market under the ticker symbol “MTBCP.”

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

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of the federal securities laws. 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 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, 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 MTBC

Company Contact:
Bill Korn
Chief Financial Officer
MTBC, Inc.
bkorn@mtbc.com

Investor Contact:
Matt Kreps, Managing Director
Darrow Associates Investor Relations
mkreps@darrowir.com
(214) 597-8200

MTBC, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS

  September 30,  December 31, 
  2020  2019 
  (Unaudited)    
ASSETS        
CURRENT ASSETS:        
Cash $22,839,886  $19,994,134 
Accounts receivable - net of allowance for doubtful accounts of $514,000 and $256,000 at September 30, 2020 and December 31, 2019, respectively  13,765,301   6,995,343 
Contract asset  4,078,316   2,385,334 
Inventory  305,238   491,088 
Current assets - related party  13,200   13,200 
Prepaid expenses and other current assets  3,589,350   1,123,036 
Total current assets  44,591,291   31,002,135 
Property and equipment - net  3,946,768   2,907,516 
Operating lease right-of-use assets  7,529,032   3,526,315 
Intangible assets - net  31,119,576   5,977,225 
Goodwill  48,950,323   12,633,696 
Other assets  1,217,458   356,578 
TOTAL ASSETS $137,354,448  $56,403,465 
LIABILITIES AND SHAREHOLDERS’ EQUITY        
CURRENT LIABILITIES:        
Accounts payable $7,302,785  $3,490,834 
Accrued compensation  2,517,901   1,836,309 
Accrued expenses  5,801,199   2,111,515 
Operating lease liability (current portion)  4,636,019   1,688,772 
Deferred revenue (current portion)  1,215,161   20,277 
Accrued liability to related party  663   663 
Notes payable (current portion)  632,809   283,675 
Contingent consideration  500,000   - 
Dividend payable  4,097,133   1,745,791 
Total current liabilities  26,703,670   11,177,836 
Notes payable  47,949   83,275 
Deferred payroll taxes  1,313,250   - 
Operating lease liability  6,642,878   2,040,772 
Deferred revenue  160,007   18,745 
Deferred tax liability  151,477   244,512 
Total liabilities  35,019,231   13,565,140 
COMMITMENTS AND CONTINGENCIES        
SHAREHOLDERS’ EQUITY:        
Preferred stock, $0.001 par value - authorized 7,000,000 shares at September 30, 2020 and December 31, 2019; issued and outstanding 5,470,473 and 2,539,325 shares at September 30, 2020 and December 31, 2019, respectively  5,470   2,539 
Common stock, $0.001 par value - authorized 29,000,000 shares at September 30, 2020 and December 31, 2019; issued 13,876,887 and 12,978,485 shares at September 30, 2020 and December 31, 2019, respectively; 13,136,088 and 12,237,686 shares outstanding at September 30, 2020 and December 31, 2019, respectively  13,877   12,979 
Additional paid-in capital  138,156,729   69,403,366 
Accumulated deficit  (34,043,410)  (25,075,545)
Accumulated other comprehensive loss  (1,135,449)  (843,014)
Less: 740,799 common shares held in treasury, at cost at September 30, 2020 and December 31, 2019  (662,000)  (662,000)
Total shareholders’ equity  102,335,217   42,838,325 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $137,354,448  $56,403,465 

MTBC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2020  2019  2020  2019 
NET REVENUE $31,638,616  $16,851,328  $73,084,575  $48,681,038 
OPERATING EXPENSES:                
Direct operating costs  19,718,381   10,535,629   45,841,788   31,779,564 
Selling and marketing  1,571,423   347,568   4,777,818   1,091,524 
General and administrative  6,191,008   4,451,975   17,176,593   13,757,805 
Research and development  2,366,560   175,758   6,846,014   648,822 
Change in contingent consideration  (500,000)  (279,565)  (500,000)  (343,768)
Depreciation and amortization  3,206,005   814,210   6,943,705   2,407,111 
Restructuring, impairment and unoccupied lease charges  320,575   136,332   681,400   136,332 
Total operating expenses  32,873,952   16,181,907   81,767,318   49,477,390 
OPERATING (LOSS) INCOME  (1,235,336)  669,421   (8,682,743)  (796,352)
OTHER:                
Interest income  2,431   57,272   44,112   202,969 
Interest expense  (132,373)  (88,925)  (396,154)  (284,883)
Other (expense) income - net  (246,347)  (688,342)  84,464   (224,151)
LOSS BEFORE PROVISION FOR INCOME TAXES  (1,611,625)  (50,574)  (8,950,321)  (1,102,417)
Income tax provision  61,965   86,970   17,549   101,790 
NET LOSS $(1,673,590) $(137,544) $(8,967,870) $(1,204,207)
                 
Preferred stock dividend  4,229,808   1,602,833   10,149,641   4,582,239 
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $(5,903,398) $(1,740,377) $(19,117,511) $(5,786,446)
                 
Net loss per common share: basic and diluted $(0.46) $(0.14) $(1.53) $(0.48)
Weighted-average common shares used to compute basic and diluted loss per share  12,771,307   12,146,110   12,493,458   12,038,819 

MTBC, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2020 AND 2019

  2020  2019 
OPERATING ACTIVITIES:        
Net loss $(8,967,870) $(1,204,207)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:        
Depreciation and amortization  6,816,235   2,457,183 
Lease amortization  2,134,143   1,440,066 
Deferred revenue  159,819   (11,557)
Provision for doubtful accounts  295,645   105,315 
(Benefit) provision for deferred income taxes  (93,035)  34,585 
Foreign exchange (gain) loss  (62,741)  408,057 
Interest accretion  510,771   381,827 
Gain on sale of assets  (1,647)  (26,213)
Stock-based compensation expense  4,951,001   2,324,799 
Change in contingent consideration  (500,000)  (343,768)
Changes in operating assets and liabilities, net of businesses acquired:        
Accounts receivable  (1,208,961)  (126,542)
Contract asset  (274,149)  51,607 
Inventory  185,850   69,137 
Other assets  106,470   (108,080)
Accounts payable and other liabilities  (8,384,301)  (698,408)
Net cash (used in) provided by operating activities  (4,332,770)  4,753,801 
INVESTING ACTIVITIES:        
Capital expenditures  (1,288,500)  (1,326,650)
Capitalized software  (3,767,219)  - 
Cash paid for acquisitions (net)  (23,716,250)  (1,600,000)
Net cash used in investing activities  (28,771,969)  (2,926,650)
FINANCING ACTIVITIES:        
Preferred stock dividends paid  (7,798,299)  (4,464,435)
Settlement of tax withholding obligations on stock issued to employees  (1,847,318)  (1,320,650)
Repayments of notes payable, net  (430,080)  (290,164)
Contingent consideration payments  -   (182,664)
Proceeds from exercise of warrants  2,995,117   - 
Proceeds from line of credit  19,500,000   - 
Repayments of line of credit  (19,500,000)  - 
Settlement of contingent obligation  (1,325,000)  - 
Net proceeds from issuance of preferred stock  44,544,378   3,719,106 
Net cash provided by (used in) financing activities  36,138,798   (2,538,807)
EFFECT OF EXCHANGE RATE CHANGES ON CASH  (188,307)  226,370 
NET INCREASE (DECREASE) IN CASH  2,845,752   (485,286)
CASH - beginning of the period  19,994,134   14,472,483 
CASH - end of the period $22,839,886  $13,987,197 
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:        
Preferred stock issued in connection with CareCloud and Meridian acquisitions $24,000,000  $- 
Vehicle financing obtained $28,473  $24,909 
Dividends declared, not paid $4,097,133  $1,586,528 
Purchase of prepaid insurance through assumption of note $667,507  $301,359 
Warrants issued $5,070,000  $- 
SUPPLEMENTAL INFORMATION - Cash paid during the period for:        
Income taxes $64,326  $95,822 
Interest $150,425  $46,089 

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

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

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2020  2019  2020  2019 
  ($ in thousands) 
Net revenue $31,639  $16,851  $73,085  $48,681 
                 
GAAP net loss  (1,674)  (138)  (8,968)  (1,204)
                 
Provision for income taxes  61   87   18   102 
Net interest expense  130   32   352   82 
Foreign exchange loss (gain) / other expense  296   704   (17)  408 
Stock-based compensation expense  1,763   775   4,951   2,325 
Depreciation and amortization  3,206   814   6,944   2,407 
Transaction and integration costs  609   464   1,709   1,403 
Restructuring, impairment and unoccupied lease charges  321   136   681   136 
Change in contingent consideration  (500)  (280)  (500)  (344)
Adjusted EBITDA $4,212  $2,594  $5,170  $5,315 

Non-GAAP Adjusted 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 loss and GAAP operating margin.

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2020  2019  2020  2019 
  ($ in thousands) 
Net revenue $31,639  $16,851  $73,085  $48,681 
                 
GAAP net loss  (1,674)  (138)  (8,968)  (1,204)
Provision for income taxes  61   87   18   102 
Net interest expense  130   32   352   82 
Other expense (income) - net  246   688   (84)  224 
GAAP operating (loss) / income  (1,237)  669   (8,682)  (796)
GAAP operating margin  (3.9)%  4.0%  (11.9)%  (1.6)%
                 
Stock-based compensation expense  1,763   775   4,951   2,325 
Amortization of purchased intangible assets  2,690   512   5,751   1,549 
Transaction and integration costs  609   464   1,709   1,403 
Restructuring, impairment and unoccupied lease charges  321   136   682   136 
Change in contingent consideration  (500)  (280)  (500)  (344)
Non-GAAP adjusted operating income $3,646  $2,276  $3,911  $4,273 
Non-GAAP adjusted operating margin  11.5%  13.5%  5.4%  8.8%

Non-GAAP Adjusted Net Income

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

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2020  2019  2020  2019 
  ($ in thousands except for per share amounts) 
GAAP net loss $(1,674) $(138) $(8,968) $(1,204)
                 
Foreign exchange loss (gain) / other expense  296   704   (17)  408 
Stock-based compensation expense  1,763   775   4,951   2,325 
Amortization of purchased intangible assets  2,690   512   5,751   1,549 
Transaction and integration costs  609   464   1,709   1,403 
Restructuring, impairment and unoccupied lease charges  321   136   682   136 
Change in contingent consideration  (500)  (280)  (500)  (344)
Income tax expense (benefit) related to goodwill  7   45   (93)  30 
Non-GAAP adjusted net income $3,512  $2,218  $3,515  $4,303 
                 
End-of-period shares  13,136,088   12,212,323   13,136,088   12,212,323 
                 
Non-GAAP adjusted net income per share $0.27  $0.18  $0.27  $0.35 

For purposes of determining non-GAAP adjusted net income per share, we used the number of common shares outstanding as of September 30, 2020 and 2019, plus the number of common shares issuable upon the exercise of in-the-money warrants and outstanding, unvested RSUs.

  Three Months Ended
September 30,
  Nine Months Ended
September 30,
 
  2020  2019  2020  2019 
GAAP net loss attributable to common shareholders, per share $(0.46) $(0.14) $(1.53) $(0.48)
Impact of preferred stock dividend  0.33   0.13   0.85   0.38 
Net loss per end-of-period share  (0.13)  (0.01)  (0.68)  (0.10)
                 
Foreign exchange loss (gain) / other expense  0.02   0.06   (0.00)  0.03 
Stock-based compensation expense  0.14   0.06   0.38   0.19 
Amortization of purchased intangible assets  0.20   0.04   0.44   0.13 
Transaction and integration costs  0.06   0.04   0.13   0.12 
Restructuring, impairment and unoccupied lease charges  0.02   0.01   0.05   0.01 
Change in contingent consideration  (0.04)  (0.02)  (0.04)  (0.03)
Income tax (benefit) expense related to goodwill  0.00   0.00   (0.01)  0.00 
Non-GAAP adjusted earnings per share $0.27  $0.18  $0.27  $0.35 
                 
End-of-period common shares  13,136,088   12,212,323   13,136,088   12,212,323 
In-the-money warrants and outstanding unvested RSUs  4,910,423   464,335   4,910,423   464,335 
Total fully diluted shares  18,046,511   12,676,658   18,046,511   12,676,658 
Non-GAAP adjusted diluted earnings per share $0.19  $0.17  $0.19  $0.34 

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 MTBC 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 and unoccupied lease 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 and unoccupied lease 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 and unoccupied lease 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.

Restructuring, impairment and unoccupied lease charges. Restructuring and impairment charges primarily represent remaining lease and termination fees associated with discontinued facilities. Unoccupied lease charges are rent and other costs associated with space that is not occupied, which the Company has placed on the market for sublease. 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.

Changes in contingent consideration. Contingent consideration represents the amount payable to the sellers of certain acquired businesses 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, and changes arise from changes in the forecasted revenues of the acquired businesses.

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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