CareCloud Reports Third Quarter 2023 Results


SOMERSET, N.J., Nov. 02, 2023 (GLOBE NEWSWIRE) -- CareCloud, Inc. (the “Company” or “CareCloud”) (Nasdaq: CCLD, CCLDO, CCLDP), a leader in healthcare technology solutions for medical practices and health systems nationwide, today announced financial and operational results for the quarter ended September 30, 2023. 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.

“CareCloud is turning the corner in terms of comparable revenue growth and has made significant progress stabilizing the project-oriented professional business line and accomplished major technology platform developments in the third quarter,” said A. Hadi Chaudhry, President and Chief Executive Officer of CareCloud. “We have taken steps to solidify our path forward such as the decision to reduce our cost infrastructure and align spending with our revenues targeted to improve free cash flow by $10 million on an annualized basis. Furthermore, we remain focused on servicing specialist provider markets, such as physical therapy, and emerging international opportunities.

“Critical features of our CirrusAI platform have been recently launched with the generative AI technology, marking an important advancement for the overall healthcare industry and establishing CareCloud as an industry-leader in the space,” added Mr. Chaudhry. “CirrusAI is a state-of-the-art healthcare AI platform poised to reshape how healthcare professionals deliver patient care and manage their office workflows. The technology is also designed to be compatible with other EHR systems and easy for healthcare organizations to add CirrusAI to their workflows.”

Mr. Chaudhry concluded, “We are optimistic about the opportunities ahead and remain committed to delivering top-tier healthcare solutions to our customers while generating returns for our shareholders. We believe that the strategic actions we have taken recently will further strengthen our position as a leading tech-enabled revenue cycle management provider and return the company to sustainable growth.”

Third Quarter 2023 Highlights

  • Revenue of $29.3 million, 13% decline from Q3 2022
  • GAAP net loss of $2.7 million, compared to a net income of $1.1 million in Q3 2022
  • Adjusted net income of $203,000, or $0.01 per share
  • Adjusted EBITDA of $3.2 million, compared to $4.8 million in Q3 2022

Year-to-date 2023 Highlights

  • Revenue of $88.6 million, a 17% decrease from YTD 2022
  • GAAP net loss of $5.0 million, compared to net income of $4.9 million in the same period last year
  • Adjusted net income of $4.0 million, or $0.25 per share
  • Adjusted EBITDA of $11.3 million, compared to $16.6 million in the same period last year

“While we still face tough comparisons versus the prior year due to the two health system mergers previously mentioned, our third quarter revenues were level with the second quarter and we expect a strong fourth quarter, with revenue growth led primarily by professional services,” said Larry Steenvoorden, Chief Financial Officer. “We are focused on executing our plan to improve financial performance through actions including headcount reductions, expected to be mostly completed in the final months of this year. Such measures are planned to improve free cash flow and will allow us to establish a sustainable foundation for higher profitability in 2024 and beyond.”

Third Quarter 2023 Financial Results

Revenue for the third quarter 2023 was $29.3 million, compared to $33.7 million in the third quarter of 2022.

Third quarter 2023 GAAP net loss was $2.7 million, as compared to net income of $1.1 million in the same period last year. GAAP net loss was $0.42 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 2023 was $203,000 or $0.01 per share, calculated using the end-of-period common shares outstanding.

Adjusted EBITDA for third quarter 2023 was $3.2 million, or 11% of revenue, compared to $4.8 million in the same period last year.

Year-to-date 2023 Financial Results

Revenue for the first nine months of 2023 was $88.6 million, compared to $106.3 million in the first nine months of 2022. Approximately 85% of revenue for the first nine months of 2023 involved the use of CareCloud’s technology, including 20% from clients utilizing CareCloud’s professional services. Approximately 11% of revenue is from clients where we are managing their entire medical practice, and approximately 4% of revenue comes from other services.

For the first nine months of 2023, the Company’s GAAP net loss was $5.0 million, compared to GAAP net income of $4.9 million in the first nine months of 2022. This equates to a loss of $1.07 per share after subtracting the preferred share dividends. Non-GAAP adjusted net income for the first nine months of 2023 was $4.0 million, or $0.25 per share.

During this period, adjusted EBITDA was $11.3 million, a decrease of $5.3 million from $16.6 million in the same period last year.

Cash Balances and Capital

As of September 30, 2023, the Company had approximately $6.4 million of cash and net working capital of $5.5 million. During the first nine months of 2023, cash flow from operations was approximately $11.7 million.

2023 Full Year Guidance

CareCloud is reiterating its forward-looking guidance for the fiscal year ending December 31, 2023:

For the Fiscal Year Ending December 31, 2023
Forward-Looking Guidance
Revenue$120 – $122 million
Adjusted EBITDA$15 – $17 million


Conference Call Information

CareCloud management will host a conference call today at 8:30 a.m. Eastern Time to discuss the third quarter 2023 results. The live webcast of the conference call and related presentation slides can be accessed under Events & Presentations at ir.carecloud.com/events/. An audio-only option is available by dialing 631-891-4304 and referencing “CareCloud Third Quarter 2023 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 with slides will be available approximately one hour after conclusion of the call at the same link. An audio replay can also be accessed by dialing 412-317-6671 and providing access code 10022640.

About CareCloud
CareCloud (Nasdaq: CCLD, CCLDP, CCLDO) brings disciplined innovation 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), business intelligence, patient experience management (PXM) and digital health, at www.carecloud.com.

Follow CareCloud on LinkedInTwitter and Facebook.

For additional information, please visit our website at www.carecloud.com. To view CareCloud’s latest investor presentations, read recent press releases, and listen to interviews with management, please visit ir.carecloud.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 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,” “seek,” “estimates,” “forecast,” “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 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 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, 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 CareCloud

Company Contact:
Larry Steenvoorden
Chief Financial Officer
CareCloud, Inc.
IR@carecloud.com

Investor Contact:
Asher Dewhurst
ICR Westwicke
CareCloudIR@westwicke.com

CARECLOUD, INC.
CONSOLIDATED BALANCE SHEETS
($ in thousands, except share and per share amounts)
 
  September 30,  December 31, 
  2023  2022 
  (Unaudited)    
ASSETS        
Current assets:        
Cash $6,406  $12,299 
Accounts receivable - net  12,310   14,773 
Contract asset  4,948   4,399 
Inventory  478   381 
Current assets - related party  50   16 
Prepaid expenses and other current assets  3,299   2,785 
Total current assets  27,491   34,653 
Property and equipment - net  5,319   5,056 
Operating lease right-of-use assets  4,491   4,921 
Intangible assets - net  26,689   29,520 
Goodwill  61,186   61,186 
Other assets  745   838 
TOTAL ASSETS $125,921  $136,174 
LIABILITIES AND SHAREHOLDERS’ EQUITY        
Current liabilities:        
Accounts payable $6,243  $5,681 
Accrued compensation  3,118   4,248 
Accrued expenses  4,629   4,432 
Operating lease liability (current portion)  1,810   2,273 
Deferred revenue (current portion)  1,527   1,386 
Notes payable (current portion)  490   319 
Dividend payable  4,125   4,059 
Total current liabilities  21,942   22,398 
Notes payable  10   13 
Borrowings under line of credit  12,000   8,000 
Operating lease liability  2,789   3,207 
Deferred revenue  422   342 
Deferred tax liability  606   525 
Total liabilities  37,769   34,485 
COMMITMENTS AND CONTINGENCIES (NOTE 7)        
SHAREHOLDERS’ EQUITY:        
Preferred stock, $0.001 par value - authorized 7,000,000 shares. Series A, issued and outstanding 4,526,231 shares at September 30, 2023 and December 31, 2022. Series B, issued and outstanding 1,463,392 and 1,344,128 shares at September 30, 2023 and December 31, 2022, respectively  6   6 
Common stock, $0.001 par value - authorized 35,000,000 shares. Issued 16,598,449 and 15,970,204 shares at September 30, 2023 and December 31, 2022, respectively. Outstanding 15,857,650 and 15,229,405 shares at September 30, 2023 and December 31, 2022, respectively  17   16 
Additional paid-in capital  123,872   130,987 
Accumulated deficit  (30,789)  (25,621)
Accumulated other comprehensive loss  (4,292)  (3,037)
Less: 740,799 common shares held in treasury, at cost at September 30, 2023 and December 31, 2022  (662)  (662)
Total shareholders’ equity  88,152   101,689 
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY $125,921  $136,174 


CARECLOUD, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
($ in thousands, except share and per share amounts)
  Three Months Ended  Nine Months Ended 
  September 30,  September 30, 
  2023  2022  2023  2022 
NET REVENUE $29,280  $33,723  $88,643  $106,292 
OPERATING EXPENSES:                
Direct operating costs  18,260   20,406   53,843   64,866 
Selling and marketing  2,337   2,504   7,529   7,314 
General and administrative  5,482   6,500   16,518   18,479 
Research and development  1,260   1,168   3,523   3,251 
Change in contingent consideration  -   (1,660)  -   (2,890)
Depreciation and amortization  3,903   2,810   10,282   8,686 
Net loss on lease terminations and unoccupied lease charges  8   307   430   928 
Total operating expenses  31,250   32,035   92,125   100,634 
OPERATING (LOSS) INCOME  (1,970)  1,688   (3,482)  5,658 
OTHER:                
Interest income  52   14   124   22 
Interest expense  (352)  (96)  (829)  (303)
Other expense - net  (422)  (495)  (591)  (300)
(LOSS) INCOME BEFORE PROVISION FOR INCOME TAXES  (2,692)  1,111   (4,778)  5,077 
Income tax provision  57   55   204   144 
NET (LOSS) INCOME $(2,749) $1,056  $(4,982) $4,933 
                 
Preferred stock dividend  3,916   3,849   11,757   11,662 
NET LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS $(6,665) $(2,793) $(16,739) $(6,729)
                 
Net loss per common share: basic and diluted $(0.42) $(0.18) $(1.07) $(0.45)
Weighted-average common shares used to compute basic and diluted loss per share  15,760,499   15,148,721   15,600,361   15,070,913 


CARECLOUD, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022
($ in thousands)
 
  2023  2022 
OPERATING ACTIVITIES:        
Net (loss) income $(4,982) $4,933 
Adjustments to reconcile net (loss) income to net cash provided by operating activities:        
Depreciation and amortization  10,672   9,120 
Lease amortization  1,618   2,474 
Deferred revenue  221   381 
Provision for doubtful accounts  389   715 
Provision for deferred income taxes  81   62 
Foreign exchange loss  596   238 
Interest accretion  493   460 
Stock-based compensation expense  3,783   3,399 
Change in contingent consideration  -   (2,890)
Changes in operating assets and liabilities:        
Accounts receivable  1,889   10 
Contract asset  (549)  318 
Inventory  (97)  85 
Other assets  (117)  62 
Accounts payable and other liabilities  (2,276)  (4,264)
Net cash provided by operating activities  11,721   15,103 
INVESTING ACTIVITIES:        
Purchases of property and equipment  (2,687)  (2,156)
Capitalized software  (6,635)  (6,967)
Net cash used in investing activities  (9,322)  (9,123)
FINANCING ACTIVITIES:        
Preferred stock dividends paid  (11,691)  (11,478)
Settlement of tax withholding obligations on stock issued to employees  (1,425)  (1,140)
Repayments of notes payable  (717)  (769)
Stock issuance costs  -   (32)
Proceeds from issuance of Series B Preferred Stock, net of expenses  1,427   30,280 
Redemption of Series A Preferred Stock  -   (20,005)
Proceeds from line of credit  14,700   17,500 
Repayment of line of credit  (10,700)  (25,500)
Net cash used in financing activities  (8,406)  (11,144)
EFFECT OF EXCHANGE RATE CHANGES ON CASH  114   (309)
NET DECREASE IN CASH AND RESTRICTED CASH  (5,893)  (5,473)
CASH AND RESTRICTED CASH - Beginning of the period  12,299   10,340 
CASH AND RESTRICTED CASH - End of the period $6,406  $4,867 
SUPPLEMENTAL NONCASH INVESTING AND FINANCING ACTIVITIES:        
Dividends declared, not paid $4,125  $4,040 
Purchase of prepaid insurance with assumption of note $620  $695 
SUPPLEMENTAL INFORMATION - Cash paid during the period for:        
Income taxes $131  $128 
Interest $630  $125 


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 to GAAP (Loss) Income

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

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2023  2022  2023  2022 
  ($ in thousands) 
Net revenue $29,280  $33,723  $88,643  $106,292 
                 
GAAP net (loss) income  (2,749)  1,056   (4,982)  4,933 
                 
Provision for income taxes  57   55   204   144 
Net interest expense  300   82   705   281 
Foreign exchange loss / other expense  426   523   609   359 
Stock-based compensation expense  1,209   1,328   3,783   3,399 
Depreciation and amortization  3,903   2,810   10,282   8,686 
Transaction and integration costs  91   316   270   724 
Net loss on lease terminations and unoccupied lease charges  8   307   430   928 
Change in contingent consideration  -   (1,660)  -   (2,890)
Adjusted EBITDA $3,245  $4,817  $11,301  $16,564 


Non-GAAP Adjusted Operating Income to GAAP Operating (Loss) 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) income and GAAP operating margin.

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2023  2022  2023  2022 
  ($ in thousands) 
Net revenue $29,280  $33,723  $88,643  $106,292 
                 
GAAP net (loss) income  (2,749)  1,056   (4,982)  4,933 
Provision for income taxes  57   55   204   144 
Net interest expense  300   82   705   281 
Other expense - net  422   495   591   300 
GAAP operating (loss) income  (1,970)  1,688   (3,482)  5,658 
GAAP operating margin  (6.7%)  5.0%  (3.9%)  5.3%
                 
Stock-based compensation expense  1,209   1,328   3,783   3,399 
Amortization of purchased intangible assets  1,201   1,428   3,775   4,884 
Transaction and integration costs  91   316   270   724 
Net loss on lease terminations and unoccupied lease charges  8   307   430   928 
Change in contingent consideration  -   (1,660)  -   (2,890)
Non-GAAP adjusted operating income $539  $3,407  $4,776  $12,703 
Non-GAAP adjusted operating margin  1.8%  10.1%  5.4%  12.0%


Non-GAAP Adjusted Net Income to GAAP Net (Loss) 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 (loss) income and GAAP net loss per share.

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2023  2022  2023  2022 
  ($ in thousands) 
GAAP net (loss) income $(2,749) $1,056  $(4,982) $4,933 
                 
Foreign exchange loss / other expense  426   523   609   359 
Stock-based compensation expense  1,209   1,328   3,783   3,399 
Amortization of purchased intangible assets  1,201   1,428   3,775   4,884 
Transaction and integration costs  91   316   270   724 
Net loss on lease terminations and unoccupied lease charges  8   307   430   928 
Change in contingent consideration  -   (1,660)  -   (2,890)
Income tax expense related to goodwill  17   35   81   61 
Non-GAAP adjusted net income $203  $3,333  $3,966  $12,398 
                 
End-of-period Common shares  15,857,650   15,211,136   15,857,650   15,211,136 
                 
Non-GAAP adjusted net income per share $0.01  $0.21  $0.25  $0.81 


For purposes of determining non-GAAP adjusted net income per share, we used the number of common shares outstanding as of September 30, 2023 and 2022.

  Three Months Ended September 30,  Nine Months Ended September 30, 
  2023  2022  2023  2022 
GAAP net loss attributable to common shareholders, per share $(0.42) $(0.18) $(1.07) $(0.45)
Impact of preferred stock dividend  0.25   0.25   0.76   0.78 
Net (loss) income per end-of-period share  (0.17)  0.07   (0.31)  0.33 
                 
Foreign exchange loss / other expense  0.02   0.03   0.04   0.02 
Stock-based compensation expense  0.08   0.09   0.24   0.23 
Amortization of purchased intangible assets  0.07   0.09   0.23   0.31 
Transaction and integration costs  0.01   0.02   0.02   0.05 
Net loss on lease terminations and unoccupied lease charges  0.00   0.02   0.03   0.06 
Change in contingent consideration  0.00   (0.11)  0.00   (0.19)
Income tax expense related to goodwill  0.00   0.00   0.00   0.00 
Non-GAAP adjusted earnings per share $0.01  $0.21  $0.25  $0.81 
                 
End-of-period common shares  15,857,650   15,211,136   15,857,650   15,211,136 
In-the-money warrants and outstanding unvested RSUs  758,160   605,526   758,160   605,526 
Total fully diluted shares  16,615,810   15,816,662   16,615,810   15,816,662 
Non-GAAP adjusted diluted earnings per share $0.01  $0.21  $0.24  $0.78 


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, 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.

Net loss on lease terminations and unoccupied lease charges. Net loss on lease termination 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. 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.

Change 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 and profitability of the acquired businesses.

Income tax expense related to goodwill. Income tax expense 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.