Business Context and Reporting Period
This Form 8-K is filed by MTBC, Inc. (trading as Carecloud, Inc.) on July 9, 2020, reporting events occurring on July 7, 2020. The filing primarily addresses the issuance of a press release regarding results of operations and an amendment to the company's preferred stock certificate.
Key Financial Metrics
The filing text does not provide specific numerical values for revenue, profit, cash flow, margins, debt, or liquidity. It references a press release (Exhibit 99.1) containing these details but does not include the data within the body of this report.
The document details the company's methodology for calculating "Adjusted EBITDA," a non-GAAP measure used by management to evaluate operating performance. Adjustments include excluding:
- Stock-based compensation expense
- Depreciation and amortization
- Transaction, integration, and restructuring costs
- Changes in contingent consideration
- Foreign exchange and other non-operating expenses
Material Changes
The filing reports a material change to the company's capital structure regarding its 11% Series A Cumulative Redeemable Perpetual Preferred Stock. On July 9, 2020, the company filed a Sixth Amendment to its Certificate of Designations, increasing the authorized number of shares of Series A Preferred Stock from 5,000,000 to 6,750,000 shares. No other changes were made to the certificate.
Guidance, Outlook, and Risks
The filing does not contain specific forward-looking guidance, revenue forecasts, or management commentary on future market conditions. It notes that non-GAAP measures have limitations and should not be viewed as a substitute for GAAP financial measures. The company highlights that non-GAAP measures may differ from those used by peers and that management may utilize other measures in the future.
Investor Verification Checklist
- Review Exhibit 99.1 (Press Release dated July 7, 2020) for specific revenue, earnings, and cash flow figures referenced in this filing.
- Verify the impact of the increased authorized share count for Series A Preferred Stock on potential future dilution or redemption obligations.
- Examine the reconciliation between GAAP net income and Adjusted EBITDA in the referenced press release to understand the magnitude of excluded non-cash and non-recurring items.
- Confirm the status of contingent consideration liabilities related to recent acquisitions.