Returns to GAAP Profitability, Achieves Record Cash Flow, Resumes Dividends & Strengthens Balance Sheet

SOMERSET, N.J., March 13, 2025 (GLOBE NEWSWIRE) -- CareCloud, Inc. (NASDAQ:CCLD, CCLDO, CCLDP)), a leader in healthcare technology and generative AI solutions, today announced strong financial results for the full year ended December 31, 2024. The Company's strategic execution and AI-driven innovation have fueled a transformational turnaround, positioning CareCloud for continued profitability and long-term growth. CareCloud's management team will discuss these results and provide insights into 2025 growth strategies in a live conference call today at 8:30 a.m. ET.

Full Year 2024 Performance: An impressive turnaround from 2023

GAAP net income of $7.9 million, compared to a net loss of $48.7 million last year
Adjusted EBITDA of $24.1 million, compared to $15.4 million in 2023, an increase of 56%
Free cash flow of $13.2 million, compared to $3.8 million last year, an increase of 244%
Revenue of $110.8 million, compared to $117.1 million in 2023

Fourth Quarter 2024: A Strong Finish

GAAP net income of $3.3 million, compared to a net loss of $43.7 million in Q4 2023
Adjusted EBITDA of $7.1 million, compared to $4.1 million in Q4 2023, an increase of 73%
Revenue of $28.2 million, compared to $28.4 million in Q4 2023

Recent Operational Wins:

Series A Preferred Stock Conversion – Reduces annual dividend burden by $7.7 million, converting 3.5 million preferred shares into 26 million common shares
Resumed Preferred Dividends – Payments restarted in February 2025
Fully Repaid Credit Line – Repaid Silicon Valley Bank facility using internally generated cash flow

"AI is supercharging our operations," said A. Hadi Chaudhry, Co-CEO of CareCloud. "From clinical workflows to revenue cycle automation, AI is making us faster, smarter, and more efficient. This will fuel even greater profitability in 2025."

"We've successfully transformed our cost structure and positioned CareCloud for future growth," added Co-CEO Stephen Snyder.

"During January 2025, the number of authorized common shares were increased from 35 million to 85 million and we declared the payment of two months of Preferred Stock dividends to be paid in February and March of 2025" said Norman Roth, Interim CFO and Corporate Controller of CareCloud. "In March 2025, we converted 3.5 million shares of Series A Preferred Stock into common stock, which resulted in the issuance of 26 million additional common shares. This conversion included all accrued and unpaid dividends on the Series A Preferred Stock which was converted. The conversion will yield substantial dividend savings every month, satisfied $11.4 million of accrued but unpaid dividends and put us in an excellent position to reinvest those funds into the Company."

Full year 2024 Financial Results

Revenue for the year 2024 was $110.8 million, compared to $117.1 million for the year 2023.

For the year 2024, the Company's GAAP net income was $7.9 million, compared to a GAAP net loss of $48.7 million for the year 2023.

Adjusted net income was $10.5 million, or $0.65 per share.

Full year adjusted EBITDA was $24.1 million, an increase of $8.7 million from $15.4 million from last year.

Fourth Quarter 2024 Financial Results

Revenue for the fourth quarter 2024 was $28.2 million, compared to $28.4 million for the fourth quarter of 2023.

Fourth quarter 2024 GAAP net income was $3.3 million, as compared to a net loss of $43.7 million in the same period last year. The GAAP net income was $0.00 per share, based on the net loss attributable to common shareholders, which takes into account the preferred stock dividends earned, whether or not they were declared or paid during the quarter.

Adjusted EBITDA for the fourth quarter 2024 was $7.1 million, or 25% of revenue, compared to $4.1 million in the same period last year.

Adjusted net income was $3.9 million, or $0.24 per share.

Norman Roth commented "this is our third consecutive quarter of positive GAAP net income and our largest quarterly net income since Q4 2021. It was also the highest quarterly adjusted EBITDA we have reported in two years. We were able to use the profits and cash flows we generated to fully pay the outstanding balance on our Silicon Valley Bank line of credit. We have accomplished what we set out to achieve in 2024, leaving ourselves in a strong position for 2025."

Cash Balances and Capital

As of December 31, 2024, the Company had approximately $5.1 million of cash. Net working capital was $5.2 million. During the full year 2024, cash flow from operations was approximately $20.6 million, compared to $15.5 million in 2023.

On December 31, 2024, the Company had 4,526,231 shares of Series A Preferred Stock outstanding and 1,511,372 shares of non-convertible Series B Preferred Stock outstanding. As of December 31, 2024, the Series A and B shares both accrued dividends at the rate of 8.75% per annum, based on the $25.00 per share liquidation preference (equivalent to $ $2.1875 annually per share), and they are redeemable at the Company's option once the preferred stock dividends are brought current. Effective September 12, 2024, the dividend on the Series A Preferred Stock was reduced from 11% to 8.75% per annum or $2.75 to $2.1875 annually per share. Due to the Series A Preferred Stock conversion in March 2025, the number of Series A Preferred Stock shares outstanding was reduced to 984,530 shares.

2025 Guidance: Poised for More Growth

CareCloud is raising the bar for 2025, expecting:

For the Fiscal Year Ending December 31, 2025 Forward-Looking Guidance
Revenue			$111 – $114 million
Adjusted EBITDA			$26 – $28 million
Net Income Per Share (EPS)			$0.10 - $0.13

The Company anticipates full year 2025 revenue of approximately $111 to $114 million. Revenue guidance is based on management's expectations regarding revenue from existing clients, organic growth in new client additions and anticipated number of acquisitions.

Adjusted EBITDA is expected to be $26 to $28 million for full year 2025 and reflects improvements from the Company's cost reduction efforts. EPS is expected to be $0.10 to $0.13 for full year 2025.

Conference Call Information

CareCloud management will host a conference call today at 8:30 a.m. Eastern Time to discuss the full year 2024 results. The live webcast of the conference call and related presentation slides can be accessed at ir.carecloud.com/events. An audio-only option is available by dialing 201-389-0920 and referencing "CareCloud Full Year 2024 Earnings Call." Investors who opt for audio-only will need to download the related slides at ir.carecloud.com/events.

A replay of the conference call and related presentation slides will be available approximately three hours after conclusion of the call at the same link. An audio-only option can also be accessed by dialing 412-317-6671 and providing the access code 13751992.

Use of Non-GAAP Financial Measures

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

Forward-Looking Statements

This press release contains various forward-looking statements within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. These statements relate to anticipated future events, future results of operations or future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may," "might," "will," "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.

About CareCloud

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

Follow CareCloud on LinkedIn, X and Facebook.

For additional information, please visit our website at www.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.

SOURCE CareCloud

Company Contact:

Norman Roth

Interim Chief Financial Officer and Corporate Controller

CareCloud, Inc.

nroth@carecloud.com

Investor Contact:

Stephen Snyder

Co-Chief Executive Officer

CareCloud, Inc.

ir@carecloud.com

CARECLOUD, INC.
CONSOLIDATED BALANCE SHEETS
AS OF DECEMBER 31, 2024 AND 2023
($ in thousands, except share and per share amounts)

		December 31,			December 31,
		2024			2023

ASSETS
Current assets:
Cash	$	5,145		$	3,331
Accounts receivable - net		12,774			11,888
Contract asset		4,334			5,094
Inventory		574			465
Current assets - related party		16			16
Prepaid expenses and other current assets		1,957			2,449
Total current assets		24,800			23,243
Property and equipment - net		5,290			5,317
Operating lease right-of-use assets		3,133			4,365
Intangible assets - net		18,698			25,074
Goodwill		19,186			19,186
Other assets		507			641
TOTAL ASSETS	$	71,614		$	77,826
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	4,565		$	5,798
Accrued compensation		1,817			3,444
Accrued expenses		4,951			5,065
Operating lease liability (current portion)		1,287			1,888
Deferred revenue (current portion)		1,212			1,380
Notes payable (current portion)		310			292
Dividend payable		5,438			5,433
Total current liabilities		19,580			23,300
Notes payable		26			37
Borrowings under line of credit		-			10,000
Operating lease liability		1,847			2,516
Deferred revenue		387			256
Total liabilities		21,840			36,109
COMMITMENTS AND CONTINGENCIES
SHAREHOLDERS' EQUITY:
Preferred stock, $0.001 par value - authorized 7,000,000 shares. Series A, issued and outstanding 4,526,231 shares at December 31, 2024 and December 31, 2023. Series B, issued and outstanding 1,511,372 and 1,468,792 shares at December 31, 2024 and December 31, 2023, respectively		6			6
Common stock, $0.001 par value - authorized 35,000,000 shares. Issued 16,997,035 and 16,620,891 shares at December 31, 2024 and December 31, 2023, respectively. Outstanding 16,256,236 and 15,880,092 shares at December 31, 2024 and December 31, 2023, respectively		17			17
Additional paid-in capital		121,046			120,706
Accumulated deficit		(66,630	)		(74,481	)
Accumulated other comprehensive loss		(4,003	)		(3,869	)
Less: 740,799 common shares held in treasury, at cost at December 31, 2024 and December 31, 2023		(662	)		(662	)
Total shareholders' equity		49,774			41,717
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	71,614		$	77,826

CARECLOUD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS AND YEARS ENDED DECEMBER 31, 2024 AND 2023
($ in thousands, except share and per share amounts)
	Three Months Ended
	December 31,						December 31,
	2024			2023			2024			2023
NET REVENUE	$	28,239		$	28,416		$	110,837		$	117,059
OPERATING EXPENSES:
Direct operating costs		15,003			16,974			60,842			70,817
Selling and marketing		1,423			2,121			6,232			9,650
General and administrative		3,996			4,946			16,123			21,464
Research and development		1,013			1,213			3,781			4,736
Depreciation and amortization		3,257			4,120			14,142			14,402
Goodwill impairment charges		-			42,000			-			42,000
Lease terminations, unoccupied lease charges and restructuring costs		91			675			596			1,105
Total operating expenses		24,783			72,049			101,716			164,174
OPERATING INCOME (LOSS)		3,456			(43,633	)		9,121			(47,115	)
OTHER:
Interest income		20			30			88			154
Interest expense		(68	)		(365	)		(900	)		(1,194	)
Other expense - net		(71	)		(292	)		(298	)		(883	)
INCOME (LOSS) BEFORE PROVISION (BENEFIT) FOR INCOME TAXES		3,337			(44,260	)		8,011			(49,038	)
Income tax provision (benefit)		41			(568	)		160			(364	)
NET INCOME (LOSS)	$	3,296		$	(43,692	)	$	7,851		$	(48,674	)

Preferred stock dividend		3,286			3,917			12,310			15,674
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS	$	10		$	(47,609	)	$	(4,459	)	$	(64,348	)

Net loss per common share: basic and diluted	$	0.00		$	(3.00	)	$	(0.28	)	$	(4.11	)
Weighted-average common shares used to compute basic and diluted loss per share		16,244,211			15,874,550			16,146,975			15,669,472

CARECLOUD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2024 AND 2023
($ in thousands)

		2024			2023
OPERATING ACTIVITIES:
Net income (loss)	$	7,851		$	(48,674	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		14,469			14,889
Lease amortization		1,994			2,152
Deferred revenue		(37	)		(92	)
Provision for expected credit losses		334			454
Benefit for deferred income taxes		-			(525	)
Foreign exchange (gain) loss		(130	)		790
Interest accretion		592			688
Goodwill impairment charges		-			42,000
Stock-based compensation expense		115			4,886
Changes in operating assets and liabilities:
Accounts receivable		(1,220	)		2,246
Contract asset		760			(695	)
Inventory		(109	)		(84	)
Other assets		673			682
Accounts payable and other liabilities		(4,650	)		(3,256	)
Net cash provided by operating activities		20,642			15,461
INVESTING ACTIVITIES:
Purchases of property and equipment		(1,697	)		(3,063	)
Capitalized software and other intangible assets		(5,709	)		(8,550	)
Net cash used in investing activities		(7,406	)		(11,613	)
FINANCING ACTIVITIES:
Preferred stock dividends paid		-			(14,300	)
Settlement of tax withholding obligations on stock issued to employees		(579	)		(1,524	)
Repayments of notes payable		(677	)		(888	)
Proceeds from issuance of Series B Preferred Stock, net of expenses		-			1,427
Proceeds from line of credit		-			14,700
Repayment of line of credit		(10,000	)		(12,700	)
Net cash used in financing activities		(11,256	)		(13,285	)
EFFECT OF EXCHANGE RATE CHANGES ON CASH		(166	)		469
NET INCREASE (DECREASE) IN CASH		1,814			(8,968	)
CASH - Beginning of the year		3,331			12,299
CASH - End of the year	$	5,145		$	3,331
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:
Dividends declared, not paid	$	5		$	5,433
Purchase of prepaid insurance with assumption of note	$	685		$	656
Reclass of deposits for property and equipment placed in service	$	296		$	-
SUPPLEMENTAL INFORMATION - Cash paid during the year for:
Income taxes	$	157		$	144
Interest	$	677		$	927

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

TO COMPARABLE GAAP MEASURES

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 (Loss)

Set forth below is a reconciliation of our "adjusted EBITDA" to our GAAP net income (loss).

	Three Months Ended December 31,					Year Ended December 31,
	2024		2023			2024		2023
	($ in thousands)
Net revenue	$	28,239	$	28,416		$	110,837	$	117,059

GAAP net income (loss)		3,296		(43,692	)		7,851		(48,674	)

Provision (benefit) for income taxes		41		(568	)		160		(364	)
Net interest expense		48		335			812		1,040
Foreign exchange loss / other expense		91		309			335		918
Stock-based compensation expense, net of restructuring costs		306		933			115		4,716
Depreciation and amortization		3,257		4,120			14,142		14,402
Transaction and integration costs		11		16			46		286
Goodwill impairment charges		-		42,000			-		42,000
Lease terminations, unoccupied lease charges and restructuring costs		91		675			596		1,105
Adjusted EBITDA	$	7,141	$	4,128		$	24,057	$	15,429

Non-GAAP Adjusted Operating Income to GAAP Operating Income (Loss)

Set forth below is a reconciliation of our non-GAAP "adjusted operating income" and non-GAAP "adjusted operating margin" to our GAAP operating income (loss) and GAAP operating margin.

	Three Months Ended December 31,						Year Ended December 31,
	2024			2023			2024			2023
	($ in thousands)
Net revenue	$	28,239		$	28,416		$	110,837		$	117,059

GAAP net income (loss)		3,296			(43,692	)		7,851			(48,674	)
Provision (benefit) for income taxes		41			(568	)		160			(364	)
Net interest expense		48			335			812			1,040
Other expense - net		71			292			298			883
GAAP operating income (loss)		3,456			(43,633	)		9,121			(47,115	)
GAAP operating margin		12.2	%		(153.6	%)		8.2	%		(40.2	%)

Stock-based compensation expense, net of restructuring costs		306			933			115			4,716
Amortization of purchased intangible assets		76			1,200			1,577			4,975
Transaction and integration costs		11			16			46			286
Goodwill impairment charges		-			42,000			-			42,000
Lease terminations, unoccupied lease charges and restructuring costs		91			675			596			1,105
Non-GAAP adjusted operating income	$	3,940		$	1,191		$	11,455		$	5,967
Non-GAAP adjusted operating margin		14.0	%		4.2	%		10.3	%		5.1	%

Non-GAAP Adjusted Net Income to GAAP Net Income (Loss)

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

	Three Months Ended December 31,					Year Ended December 31,
	2024		2023			2024		2023
	($ in thousands, except for per share amounts)
GAAP net income (loss)	$	3,296	$	(43,692	)	$	7,851	$	(48,674	)

Foreign exchange loss / other expense		91		309			335		918
Stock-based compensation expense, net of restructuring costs		306		933			115		4,716
Amortization of purchased intangible assets		76		1,200			1,577		4,975
Transaction and integration costs		11		16			46		286
Goodwill impairment charges		-		42,000			-		42,000
Lease terminations, unoccupied lease charges and restructuring costs		91		675			596		1,105
Income tax benefit related to goodwill		-		(606	)		-		(525	)
Non-GAAP adjusted net income	$	3,871	$	835		$	10,520	$	4,801

End-of-period shares		16,256,236		15,880,092			16,256,236		15,880,092

Non-GAAP adjusted net income per share	$	0.24	$	0.05		$	0.65	$	0.30

For purposes of determining non-GAAP adjusted net income per share, we used the number of common shares outstanding as of December 31, 2024 and 2023.

	Three Months Ended December 31,					Year Ended December 31,
	2024		2023			2024			2023
GAAP net loss attributable to common shareholders, per share	$	0.00	$	(3.00	)	$	(0.28	)	$	(4.11	)
Impact of preferred stock dividend		0.20		0.25			0.76			1.04
Net income (loss) per end-of-period share		0.20		(2.75	)		0.48			(3.07	)

Foreign exchange loss / other expense		-		0.02			0.02			0.06
Stock-based compensation expense, net of restructuring costs		0.02		0.06			0.01			0.30
Amortization of purchased intangible assets		0.01		0.08			0.10			0.31
Transaction and integration costs		0.00		-			0.00			0.02
Goodwill impairment charges		-		2.65			-			2.65
Lease terminations, unoccupied lease charges and restructuring costs		0.01		0.03			0.04			0.07
Income tax benefit related to goodwill		-		(0.04	)		-			(0.04	)
Non-GAAP adjusted earnings per share	$	0.24	$	0.05		$	0.65		$	0.30

End-of-period common shares		16,256,236		15,880,092			16,256,236			15,880,092
Outstanding unvested RSUs		242,500		733,908			242,500			733,908
Total fully diluted shares		16,498,736		16,614,000			16,498,736			16,614,000
Non-GAAP adjusted diluted earnings per share	$	0.23	$	0.05		$	0.64		$	0.29

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 December 31,						Year Ended December 31,
	2024			2023			2024			2023
	($ in thousands)
Net cash provided by operating activities	$	5,229		$	3,740		$	20,642		$	15,461

Purchases of property and equipment		(938	)		(376	)		(1,697	)		(3,063	)
Capitalized software and other intangible assets		(1,324	)		(1,915	)		(5,709	)		(8,550	)
Free cash flow	$	2,967		$	1,449		$	13,236		$	3,848

Net cash used in investing activities ¹	$	(2,262	)	$	(2,291	)	$	(7,406	)	$	(11,613	)
Net cash used in financing activities	$	(578	)	$	(4,879	)	$	(11,256	)	$	(13,285	)

^1.Net cash used in investing activities includes purchases of property and equipment and capitalized software and other intangible assets, which are also included in our computation of free cash flow.

Explanation of Non-GAAP Financial Measures

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

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

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

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

Management defined "free cash flow" as the sum of net cash provided by operating activities less cash used for purchases of property and equipment and cash used to develop capitalized software and other intangible assets.

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 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 (benefit). Stock-based compensation expense (benefit) 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.

Lease terminations, unoccupied lease charges and restructuring costs. Net loss on lease terminations represents the write-off of leasehold improvements and gains or losses as a result of an early lease termination. Unoccupied lease charges represent the portion of lease and related costs for vacant space not being utilized by the Company. 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 provision related to goodwill. Income tax provision 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. Any income tax 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.