Operator: Greetings, and welcome to the CareCloud Fourth Quarter 2024 Results Call. At this time, all participants are in a listen-only mode. A question-and-answer session will follow the formal presentation. [Operator Instructions] As a reminder, this conference is being recorded. I would now like to turn the conference over to your host, Kristen Rothe, Corporate Counsel for CareCloud. Thank you. You may begin.

Kristen Rothe: Good morning, everyone. Welcome to CareCloud’s fourth quarter 2024 conference call. On today’s call are Mahmud Haq, our Founder and Executive Chairman; Hadi Chaudhry, our Co-Chief Executive Officer and Director; Stephen Snyder, our Co-Chief Executive Officer; and Norman Roth, our Interim Chief Financial Officer and Corporate Controller. Before we begin, I would like to remind you that certain statements made during this conference call are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 as amended and Section 21E of the Securities Exchange Act of 1934 as amended. All statements other than statements of historical fact made during this conference are forward-looking statements, including without limitation statements regarding our expectations and guidance for future financial and operational performance, expected growth, business outlook and potential organic growth and acquisition.

Forward-looking statements may sometimes be identified with words such as will, may, expect, plan, anticipate, approximately, upcoming, believe, estimate, or similar terminology and the negative of these terms. Forward-looking statements are not promises or guarantees of future performance and are subject to a variety of risks and uncertainties, many of which are beyond our control, which could cause actual results to differ materially from those contemplated in these forward-looking statements. These statements reflect our opinions only as to the date of this presentation, and we undertake no obligation to revise these forward-looking statements in light of new information or future events. Please refer to our press release and our reports filed with the Securities and Exchange Commission, where you’ll find a more comprehensive discussion of our performance and factors that could cause actual results to differ materially from these forward-looking statements.

For anyone who dialed into the call by telephone, you may want to download our fourth quarter 2024 earnings presentation. Please visit our Investor Relations site, ir.carecloud.com. Click on News & Events, then click IR Calendar, click on Fourth Quarter 2024 Results Conference Call, and download the earnings presentation. Finally, on today’s call, we may refer to certain non-GAAP financial measures. Please refer to today’s press release announcing our fourth quarter results and for a reconciliation of these non-GAAP performance measures to our GAAP financial results. With that said, I’ll now turn the call over to our Co-CEO, Stephen Snyder. Stephen?

Stephen Snyder: Thank you, Kristen, and thanks, everyone, for joining us today on the fourth quarter 2024 earnings call. Over the past year, our team has remained focused on executing our strategic initiatives, driving operational efficiencies and delivering strong financial performance. As a result, we have achieved record-breaking profitability and taken meaningful steps to position the company for continued success in 2025 and beyond. Today, I’ll walk you through our key accomplishments, our strategic outlook, provide some information regarding our recent Series A preferred stock conversion, and talk about the opportunities ahead as we continue to scale our business and drive long-term value for our shareholders. First, in 2024, we successfully executed on our core priorities, leading to the strongest year of profitability in our company’s history.

Free cash flow reached record levels, demonstrating our disciplined approach to efficiency and operational excellence. Adjusted EBITDA rose to $24.1 million, a 56% increase year-over-year, and net income surged to an all-time high of $7.9 million in spite of modest decline in revenue. Additionally, we generated $13.2 million in free cash flow, a year-over-year increase of nearly 250%, reinforcing our ability to drive sustained profitability. Notably, we achieved neutral earnings per share in Q4 2024, a pivotal milestone that signals our progress towards sustained profitability. Looking ahead to 2025, we anticipate positive earnings per share for the first time since we went public in 2014, a milestone that reflects the strength of our business transformation and operational discipline.

These results reflect a focused effort on streamlining operations, cost cutting, and leveraging our proprietary AI technology. By reducing reliance on third-party contractors and optimizing our global workforce, we have strengthened our margins while maintaining scalability. The financial discipline we’ve maintained has put us in an excellent position as we move into 2025. Building on this momentum, it’s important to recognize the strategic milestones that have helped reinforce our financial strength and position us for continued growth. One of the most significant strategic moves this quarter was the conversion of our Series A preferred shares into common stock. Prior to this conversion, insiders owned 38% of the common stock, with our Executive Chairman being a net acquirer of our common stock and owning more shares today than he owned when we went public in 2014.

In reflecting upon our long-term strategy and goal of creating value for all shareholders, we strongly believe that this was the right decision for our Series A, Series B, and common stock investors. Importantly, this conversion was structured to provide meaningful benefits to Series A preferred shareholders. The shares converted at the redemption price, which represented a premium to the market price and included the payment of all accumulated dividends, which totaled about $11 million. These were paid in common stock at the time of conversion. This structure ensured that preferred shareholders not only received the full value of their investment, but it also better aligns their interests with common shareholders, ensuring all stakeholders participate in CareCloud’s future growth.

By consolidating our capital structure, we have created a more attractive financial model for investors, while simultaneously providing improved liquidity. The removal of dividend obligations tied to the preferred shares frees up additional resources that can now be reinvested into key growth areas. As we continue to scale, this conversion enables us to maintain a structure that better supports both near-term execution and long-term value creation. As we move forward into 2025, our focus remains on leveraging these strategic enhancements to drive growth and innovation. Looking ahead, we remain laser-focused on strategic growth, efficiency and expansion. We anticipate revenue growth in the range of $111 million to $114 million in terms of guidance, supported by market demand for our integrated AI-driven solutions.

Adjusted EBITDA is projected to be between $26 million and $28 million, reflecting our continued commitment to maintaining profitability while investing in innovation. Earnings per share is expected to range between $0.10 and $0.13, reinforcing our ability to generate shareholder value. This projection is especially significant as we expect positive EPS for the first time since our IPO in 2014, testament to our long-term strategy, disciplined financial management and execution. Innovation continues to be a key growth driver, which Hadi will elaborate on shortly. We are continuously enhancing our AI-driven solutions to improve provider efficiency, reduce administrative burdens and optimize patient outcomes. This focus on automation and analytics will enable us to expand our offerings while maintaining industry-leading results.

Finally, a key component of our long-term growth strategy has been and remains acquiring client relationships from traditional medical billing companies at an attractive customer acquisition cost. Over the years, we have successfully closed more than 20 such business acquisitions, a foundational element to building CareCloud into the company it is today. Our experience and expertise in acquiring well-priced businesses and then integrating them with our global team, proprietary technology and now AI, has allowed us to extract significant efficiencies and realize meaningful synergies. This disciplined approach has been instrumental to our growth. It’s important to highlight that while acquisitions have historically been a critical driver of our expansion, we have not completed an acquisition in almost four years.

However, our most recent acquisition earlier this month, though quite small, marks our re-entry into the acquisition market. With our improved financial position, operational efficiency and AI-driven capabilities, we are well equipped to strategically pursue high-value acquisitions that align with our long-term vision. We see this as an important step forward, signaling our readiness to pursue larger, accretive opportunities that align with this vision. To summarize, 2024 was a transformative year for CareCloud. We achieved record-breaking financial performance, executed upon strategic initiatives that strengthen our foundation, and we set the stage for an even stronger 2025. The conversion of our Series A preferred shares into common stock underscores our commitment to optimizing our capital structure and enhancing shareholder value.

We believe this move positions us for sustainable growth while creating a more transparent and efficient investment opportunity for all stakeholders. As we enter 2025, CareCloud is stronger than ever. With a foundation of financial discipline, cutting edge AI innovations and strategic growth initiatives, we are confident in our ability to drive long-term value for our shareholders and customers alike, and we thank our investors, clients and our team for their continued trust and support. With that said, I’ll turn the call over to Hadi, our Co-CEO. Hadi?

Hadi Chaudhry: Thank you, Steve, and good morning, everyone. I’m excited to speak with you today about the technological advancements that are shaping CareCloud’s future, particularly in AI-driven automation. 2024 was our most profitable year in company’s history, driven by our commitment to operational efficiency and disciplined execution, resulting in record free cash flow even as we navigated a slight revenue decline. Today, I will walk you through how our innovation in AI, automation, and new products, including specialty-based EHR solutions, are driving efficiency, enhancing provider workflows, and positioning CareCloud for sustained innovation and growth in 2025 and beyond. Throughout 2024, we advanced CareCloud cirrusAI, our flagship AI-powered solution that streamlines administrative tasks and clinical documentation, enabling providers to focus on patient care.

A key component, cirrusAI Notes transcribes structures and integrates patient-provider conversations directly into the EHR, reducing manual charting while enhancing documentation accuracy. Unlike third-party solutions, cirrusAI Notes is fully embedded within the CareCloud EHR, ensuring a seamless workflow with no need for toggling between systems. This quarter, we expanded cirrusAI Notes to support multiple specialties, including OB-GYN, general practice, emergency medicine, family practice, and pain management, ensuring that a wide range of providers benefit from our AI-powered charting tools. Additionally, we strengthened sales and marketing efforts for cirrusAI Notes, positioning it as a key driver of innovation and growth. The first phase of rollout has already demonstrated commercial viability with early adopters seeing its value.

While we are in the early stages of adoption, we remain optimistic that cirrusAI Notes will play a pivotal role in AI-powered efficiency and clinical workflows, reinforcing CareCloud’s commitment to advancing healthcare technology. As we noted in our last earnings call, cirrusAI continues to enhance EHR, practice management, and RCM systems through AI-driven automation, significantly improving efficiencies across clinical and financial workflows. Key advancements includes: AI-powered summarization, which has helped providers review patient histories faster and more thoroughly, reducing time spent on documentation; plain note summarization, which has streamlined revenue cycle processes, saving users over 70% of time compared to conventional methods; denial management automation, which has reduced manual claim processing by over 75%, improving accuracy and accelerating resubmissions and appeals.

These AI-driven efficiencies are now benefiting over 600 providers with select AI solutions available as standalone subscriptions, reinforcing our commitment to scalable AI innovation. This quarter, we introduced an AI-powered call center auditing and monitoring solution, now deployed internally for over 80 agents. It processes call recordings and generates automated scorecards, evaluating key performance metrics such as greetings, patient identity validation, subject matter knowledge, sentiment analysis, and professionalism. The solution also features intuitive dashboards, helping organizations track performance, identify weak areas, and highlight top and bottom performers. By auditing 100% of calls, we enhance compliance, efficiency and cost savings.

We remain on track for a market launch next quarter. A major focus for 2025 is specialty-based EHR solutions, addressing the distinct needs of various medical specialties. While our initial focus includes rheumatology, gastroenterology, podiatry, cardiology and orthopedics, we are actively working on expanding into additional specialty areas. Many of these specialty EHRs are set to launch and enter the market between now and the end of second quarter. The specialty EHR market represents a multibillion-dollar opportunity, driven by the need for tailored solution that enhance clinical efficiency, regulatory compliance and patient care. By integrating AI-driven automation, our specialty EHR optimized documentation, streamlined workflows and improved provider decision making, further strengthening CareCloud’s position in this expanding market.

As we enter 2025, our focus is on accelerating growth and innovation, while driving cost efficiencies through AI and automation. We are expanding our specialty-based EHR solutions and launching new AI-driven products such as our AI-based call center auditing and monitoring solution. During 2024, we laid the foundation for sustained growth. Our broader strategy is centered on AI-driven automation, revenue cycle innovations and workflow optimizations. As we continue expanding our offerings, we remain committed to empowering healthcare providers with technology they need to succeed in an increasingly digital healthcare landscape. With that, I will turn the call over to our Interim CFO, Norman Roth, for a deeper dive into our financial performance.

Norm?

Norman Roth: Thanks, Hadi, and thanks, everyone, for joining our call today. As you have just heard, we had a strong quarter and have accomplished the goals we set for ourselves this year. In particular, we are now generating record levels of free cash flow and resume paying dividends on our preferred shares, which started this past February ahead of what we previously announced. We will realize more than $10 million annual cash savings on Series A preferred stock dividends as compared to our dividend obligations as they existed prior to the September 11 proxy. Additionally, we satisfied $11.4 million of accrued but unpaid dividends as a result of the recent conversion. Further, as we previously announced, we have fully repaid our Silicon Valley Bank line of credit at the end of the third quarter 2024 with internally generated profits and cash flows and are now bank debt free.

We generated $13.2 million of free cash flow for last year and used $10 million to repay our line of credit. Today, we have all of our $10 million line of credit facility available to us. The key to growing our free cash flow has been reducing expenses and growing our GAAP net income. 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, of which $42 million was due to the goodwill impairment. This is our third consecutive quarter returning to positive GAAP net income and our largest quarterly net income since Q4 2021. Revenue for the fourth quarter 2024 was $28.2 million compared to $28.4 million for the fourth quarter of 2023. Recurring technology-enabled business solution revenues during fourth quarter 2024 were $24.8 million, essentially flat with fourth quarter 2023, while non-recurring professional services revenues from medSR declined approximately $400,000.

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. This was an increase of 73% year-over-year and was the highest quarterly adjusted EBITDA we have ever reported. On a year-to-date basis, the story is similar. With our emphasis on improving profitability, revenue for the year 2024 was $110.8 million compared to $117.1 million in 2023, but our GAAP operating income was $9.1 million compared to an operating loss of $47.1 million in the same period last year, and our GAAP net income was $7.9 million compared to a GAAP net loss of $48.7 million for 2023. This was the highest GAAP net income for the company since inception. Adjusted net income was $0.5 million or $0.65 per share calculated using the end-of-period common shares outstanding.

For the year 2024, adjusted EBITDA was $24.1 million, an increase of 56% or $8.7 million from $15.4 million last year. Our adjusted EBITDA for full year 2024 was also the highest amount ever achieved by the company. During the year 2024, we generated $20.6 million of cash from operations and $13.2 million of free cash flow. The free cash flow amount of $13.2 million decreased by 244% compared to $3.8 million in the same period last year. As of December 31, 2024, the company had approximately $5.1 million of cash. Net working capital was $5.2 million compared to a working capital deficit in the prior year of $57,000. Now that we have repaid our bank debt, free cash flow during 2025 will allow us to increase our cash balance and build additional cushion in our net working capital.

Our financial position has improved tremendously during the year 2024. We are happy to have returned to profitability, fully repaid our bank debt, have resumed our preferred stock dividends, achieved cost savings from the preferred stock conversion, and look forward to reporting strong results for the first quarter of 2025. Our team has really worked well together to achieve this turnaround. With that, I will now turn the call over to Mahmud for his closing remarks. Mahmud?

Mahmud Haq: Thank you, Norm. I want to extend my sincere gratitude to our employees, clients and shareholders for their trust, dedication and support. Their collective efforts have been instrumental in driving our success and positioning CareCloud for long-term growth. As we move forward, we remain committed to financial strength, innovation and sustainable growth, reinforcing our position as a leader in AI-driven healthcare solutions. By leveraging advanced automation and intelligent technology, we are shaping the future of healthcare, ensuring that we continue to create value for our clients, shareholders and investors. With that, operator, please open the floor for questions.

Operator: Thank you. [Operator Instructions] Our first question comes from the line of Michael Kim with Zacks Small-Cap Research. Please proceed with your question.

Michael Kim: Hey, everyone. Good morning, and thanks for taking my questions. Just first, appreciate the revenue and EBITDA guidance for this year, but focusing on the top-line, I guess, the midpoint suggests modest revenue growth year-over-year. So just curious as to how you’re thinking about sort of the mix of growth drivers looking forward, across engaging new clients, introducing new services and/or tapping into new markets? Thanks.

Stephen Snyder: Great. Thanks for the question, Michael. To your point, for 2024, we were very pleased to be able to report the highest net income, highest adjusted EBITDA, highest cash flow in our history. And as we look at this year, we believe that we’re really poised to be able to continue to advance along all of those metrics. And in particular, maybe we’ll start actually with EPS. So, for this year, we expect EPS to be between $0.10 and $0.13, which is particularly significant because it represents the first anticipated positive EPS for the company since we went public in 2014. So, as we think about it, this really reflects the strength of our business transformation that we’ve been talking about during 2024. Also the benefits of the AI automation that Hadi has been talking about together with the benefits associated with the recent Series A preferred stock conversion, which has further strengthened our capital structure and eliminated dividend obligations.

If we move for a minute, Michael, then to adjusted EBITDA, again, we’re projecting this year $26 million to $28 million in adjusted EBITDA. Again, reflecting this disciplined approach that we’ve been taking to cost management and also the investment that we’re making to innovation. And then finally, if we’re thinking about revenue, we anticipate revenue in the range of about $111 million to $114 million, which represents — while, of course, Q1, you’ll recall, represents typically seasonally low level of revenue due to the reset of deductibles. On the — for the full year, we anticipate this year actually having a revenue increase after a few years of revenue declines. So, we believe those declines are behind us and we’re excited about being able to be in a position where we’re actually increasing revenue this year.

I think those — as we look at the opportunity sets that we have before us, some of those increases will come from upsells, so RCM and digital health upsells to our existing client base. Some of them will come from net new opportunities, including those that leverage the specialty-specific EHR products that Hadi was talking about a moment ago and other solutions along the lines of RCM. Life sciences will represent some additional adds. RCM with AI solutions being sold by the medSR team in particular in the small hospitals represent some additional. And then finally, some tuck-ins associated with a focus on RCM client bases that we acquire. And that acquisition of RCM client bases is really very consistent with our historical patterns in the past, being able to grow from a very attractive cost of customer acquisition through those acquisitions.

So again, if we think overall in terms of 2025 guidance, it really reflects the strategic shift back into growth, while continuing to approach the overall spend responsibly and represents also the stronger capital structure.

Michael Kim: Got it. That’s very helpful. And then, maybe just to follow-up on your comments on the M&A side, it sounds — it’s great to see the engine starting to turn back on, if you will. Just any perspective on sort of the pipeline, how that might be building more broadly? And then, any insights into what you might be seeing in terms of buyer and seller expectations as it relates to valuations? Thanks.

Stephen Snyder: Sure. Certainly, good question. Again, you’ll recall, we announced in early March an acquisition, albeit a very small acquisition, but we are really signaling to the market that we believe that we’re back in the acquisition business as it were. We’ve re-entered the acquisition market. And with this most recent transaction, we’re really going to be pursuing the overall strategic vision that we’ve had really since we went public back in 2014. So, there are many smaller and mid-sized medical billing companies, particularly those that have struggled to scale and to adapt to automation. And these companies continue to be looking for partners like CareCloud that have — CareCloud has, of course, a more sophisticated technology and operational infrastructure.

So, there’s a real opportunity for these businesses to partner with or to be acquired by a company like CareCloud and to be able to realize the benefits associated with our technology and our global model. If we think about our existing client base, Michael, over [8%] (ph) of our existing clients joined us initially through acquisitions, and we’ve completed about 20 or 25 acquisitions so far in our company’s history. So, acquisitions have really been a key part of our DNA, have been a cornerstone to our overall growth strategy and have allowed us again to be able to acquire customer bases at a very attractive customer acquisition cost. So, we believe the opportunity is a phenomenal one and we continue to pursue that this year. As the year progresses, we’ll continue to take a very disciplined approach.

Just we want to make sure that any deals that we pursue are accretive and align with our long-term objectives. But to your question from a valuation expectation perspective, what we’ve seen in the market is really a gradual return toward the lower multiples that we saw in the pre-COVID era. Some sellers, of course, continue to have inflated expectations as you would imagine, based upon the more recent revenue multiples, but again, we’re beginning to see more rational pricing and expectations from a seller’s perspective and particularly from companies that really recognize this need to partner with a larger platform like CareCloud in order to stay competitive. So, as a buyer, our focus really remains upon these value-driven acquisitions. So, we’re not chasing deals with aggressive multiples, but we’re instead target businesses where we know we can offer significant upside to the clients and can also provide AI and technology automation and operational efficiencies that enhance the overall client experience.

So, we think that from an acquisitions perspective, this year will especially the second half of the year will be — that will be a key driver of our overall growth this year.

Michael Kim: That’s great. Very helpful. Thanks for taking my questions.

Stephen Snyder: Thank you.

Operator: Thank you. Our next question comes from the line of Jeffrey Cohen with Ladenburg Thalmann. Please proceed with your question.

Jeffrey Cohen: Good morning. Thank you for taking our questions. So, I wondered if you could talk a little bit about your user base and talk a little bit about expanding the user base coupled with expanding the offerings and the types of customers that you’ve had and what you’re seeing with the current customer base as far as where it’s headed.

Stephen Snyder: For sure, yeah, and thank you for the question, Jeff. So, in terms of the user base, the user base, of course, from a specialty perspective continues to be diversified with about one-third of the overall customers practicing in primary care and then the balance coming from a wide variety of different specialties and subspecialties. Geographically, it’s distributed throughout the country. So, we do business, of course, in all 50 states with the heaviest concentrations of clients in New Jersey, New York, California, Florida and also the West. So, just on a high level, that’s a little bit of an overview in terms of our overall customer base. From the perspective of the services that our customers use, the majority of our customers are leveraging our integrated platform.

So, the EHR and the RCM and the PM in an integrated model, we, of course, have clients that are leveraging other solutions on a standalone basis, but the majority are using our overall integrated solution. So, for us, the real upside in the opportunities in that existing base relate primarily to being able to sell a variety of different solutions, including digital health, that’s RPM and CCM, into this existing base and also being able to take HER-only users and being able to upsell them, so that they’re all leveraging our revenue cycle management solutions. And then finally, being able to rollout AI across the entirety of that base. So, I don’t know if that addressed your question exactly or not. If not, I’d be happy to zero-in on a different area.

Jeffrey Cohen: No, that’s super helpful. And then, as a follow-up, can we talk about the 2025 guide? So, I’m assuming as it stands now, you’re not factoring any M&A. And then, maybe could you talk about how that may look as far as customers, number of customers, and factoring in some of the attrition versus addition?

Stephen Snyder: For sure. Maybe I’ll get started on that and then Norm or Hadi can jump in. So, with regard — if we kind of just step back for a moment, so [first] (ph) year from an acquisition perspective, we really do see acquisitions playing a key role in terms of the overall growth. So, especially as the year progresses. But of course, based upon the revenue that we’ve provided, that revenue doesn’t contemplate any material acquisitions during the year. And if in fact there’s a material acquisition during the year, it really contemplates that material acquisition happening relatively late in the year where the revenue being added by that acquisition would be pretty minimal. Instead, it really contemplates traditional organic growth combined with some relatively small tuck-in opportunities.

In terms of the overall client base, again, for — because of — whether it be consolidation or practices or providers retiring and the like, there’s always a natural attrition related to that base with regard to our base and any other service providers who are similarly situated. So, part of these adds really relates to replacing that natural attrition that occurs and then the net growth comes from being able to close opportunities above and beyond the [attrited] (ph) business.

Jeffrey Cohen: Perfect. Thanks for taking our questions.

Stephen Snyder: Thanks, Jeff.

Operator: Thank you. [Operator Instructions] Our next question comes from the line of Allen Klee with Maxim Group. Please proceed with your question.

Allen Klee: Yes. Hi. I had questions on the preferred stocks. The Series A forced conversion, tell me if I understand this right, and if you can explain it. It looks like you forced conversion on 3.5 million or so of the preferred As, but I believe there was around 4.5 million outstanding. So, of the remaining close to 1 million shares, does — what happens with that? Does that still — is that still outstanding and still pay an 8.75% dividend or — and can that be redeemed? And then, kind of going forward like on the Series B, you — on the Series B, will you be paying at a higher rate than what you’ve lowered it to, to try to catch up on the amount that was not paid in the prior year? And, if so, how long — how much is that and how long you have to pay it at the higher rate to get that to fully catch up on that?

And maybe just if you could then just say what the preferred — the total preferred dividends that you expect to pay in the March quarter, and then, what you expect it to be for the quarters going forward after that? Thank you.

Stephen Snyder: Of course. Thanks, Allen, for the question. So, I think your question is about both the As and the Bs. So, maybe just for a moment, if it’s okay with you, if you’ll indulge us, let me just step back and talk about the conversion and then I can talk about the specific numbers you were talking about, the 4.5 million and the 3.5 million and then the 1 million that’s left over and redemption and the like. So, again, if we step back, for us, it was really very important to ensure that the preferred shareholders, the preferred A we’re talking about in this context now, were treated fairly and had the opportunity to participate equally in the company’s long-term growth. And this is why if we go back to September of last year, this is why the Board proposed through the proxy a structure in that proxy that provided for change of control protections so that As could not be acquired and left outstanding.

Together with conversion and that conversion — unlike many other companies that have been in our position, that conversion wasn’t simply a multiple of the much lower market price, but it was really a conversion that would make the preferred shareholders whole by having the conversion occur at the full redemption price of $25. So, if we kind of think about the what, the when and the why, first in terms of the what, to your point, it was a mandatory conversion. It was approved of by an overwhelming majority of the Series A preferred shareholders back in September of 2024. And because there’s been a little bit of confusion, let me just talk about the mechanics of that — of the overall conversion. [It involve] (ph) the Series A preferred shares being, again, valued at the redemption price of $25, which represented a premium over the price at the time the market price was about $19.

So, it represented a premium to that market price, but it was the right thing to do to be able to provide full value to the Series A. Plus, we added all accumulated and unpaid dividends. So, then, we took the sum of those numbers and divided them by the 20-day VWAP of the common shares and then issued the shares, which is how we got to the conversion of 1 share of preferred being converted to 7.3, 7.4 shares of common stock. So, to your point, Allen, in total, there were 3.5 million shares of preferred that were converted and they were converted into about $26 million — 26 million shares rather of common, which left out 1 million shares — a little shy of 1 million shares in total. And I’ll come back to that in just in a minute. That, of course, happened on September — I’m sorry, on March 6.

And in terms of — if we think about the why do we convert, again, the conversion was really part of an overall strategy to simplify the capital structure and to enhance overall shareholder value by converting that roughly $100 million in fixed obligations. And $100 million I’m talking really about the shares that [converted] (ph) over together with the accumulated dividends, together with the perpetual $10 million obligation to take that — the entirety of that $100 million that — we’re obligated to pay an additional $10 million on per year to convert that into common and to allow those shareholders again to benefit from the long-term growth of the company on equal footing with the common shareholders. So, it really provided immediate benefits to the preferred shareholders by converting, again, at the premium to the market price and ensuring their opportunity to participate in long-term growth.

And from a common shareholder perspective, it had the benefit of eliminating the monthly dividend obligation, which if we compare that to what it was before September of last year, it was about $10 million a year in savings. It improved the liquidity and the public float. And it, on balance, overall, really makes our financial model more attractive to investors and positions everyone to benefit from that same long-term value creation. And one last thing, and then I’ll — I haven’t forgotten, Allen, I’ll get back to your question in one more — in just one second. But one thing I think is probably worthwhile for investors to think about is the fact that there really is full alignment with regard to the insiders, the Board and the management team and the shareholders because you’ll recall that pre-conversion, almost 40% of the shares of common stock were held by insiders.

And of course, the largest of which is our Executive Chairman and Founder, who’s been a net buyer of the common, purchased about 0.5 million shares roughly back in 2023, in fact, owns more shares today than when we went public back in 2014. So, he believes, we all believe, frankly, very strongly that the conversion truly supports the long-term value creation and is in the best interest of all shareholders, common shareholders, preferred A, preferred B and the like. But coming more specifically to your question, Allen, in that conversion, almost 1 million shares did not convert over. What we did in the terms of that proxy is we gave the — we proposed giving the material shareholders those with 100,000 shares or more the opportunity to opt out.

Again, appreciating the fact that if those much larger shareholders also were converted over and if they decided to exit the common stock, it could be highly — it could have a negative impact on the overall shares, including the shares that were just converted over relative to the As. So, those 1 million shares are still out there, and we’ll continue to pay dividends on those 1 million shares. Can they be redeemed? Yes, they can be redeemed. Frankly, we believe they could also be converted over again if we move forward with another mandatory conversion down the road. They [indiscernible] continue to have the option to opt out, but that’s always a possibility. With regard to the Bs, the Bs will, again, continue to be paid 8.75% just like the remaining As. But from the perspective of the catch up, what we’re intending to continue to do is to continue to make one monthly payment each month as we’ve always done.

So, it will continue to be payments in arrears. And those accumulative payments at some point in time, will have to be called up, whether it be at a redemption because we have the ability to redeem the Bs at $25.50 today and that will become [$25.25] (ph) even in a couple of years. So, we have the ability to redeem the Bs. But in a redemption scenario, we’d also have to make them whole in terms of any accumulated dividends. So, those accumulated dividends remain out there. And our intention again is with regard to the As and the Bs, just to continue to make monthly payments for the time being. And then, at some point in time, we may do better than that in terms of a larger catch up. But then again, that may not happen until redemption.

Allen Klee: Thank you.

Stephen Snyder: Did I address everything, Allen? Sure.

Allen Klee: Just, what will be the preferred dividend total payment in the March quarter, and then, what do you expect it to be in the quarters thereafter?

Stephen Snyder: Okay, fair enough. And on an annualized basis going forward, it’ll be about $5.5 million roughly. And I’m sorry, but you asked another question, not the annualize dividend, you asked for what period?

Allen Klee: So, in the first quarter, it’s two-thirds of that, because it’s two months. And then, in the following quarters, it’s annualized of — it’s a quarter of $5.5 million. Is that the way to think about it?

Stephen Snyder: Yeah. On a monthly basis, it’ll be about $450,000 roughly on a monthly basis, and that’s both the As and the Bs. So, if we think about the fact that conversion happened here in the midst of the quarter, that will be, Norm, roughly?

Norman Roth: So, yeah, so the payment for March would be about $500,000 and that would go forward because remember the As are getting the 11% up until the time we catch up to September 11, then the payment will drop to $450,000 a month after that. But if you remember, in February, we made a larger payment because we had all the As and Bs outstanding at that time.

Stephen Snyder: And Allen, again, from the perspective of the conversion, relative to all the As, of course, who were converted over, we caught them all up in terms of the dividends right up until March 5th or 6th when we actually convert it. So, there won’t be any cash payment relative to those particular investors because we’ve already paid them in kind at the time of the conversion.

Allen Klee: Okay. Thank you.

Stephen Snyder: Thank you.

Operator: Thank you. Ladies and gentlemen, that concludes our time allowed for questions. I’ll turn the floor back to Mr. Rothe for any final comments.

Norman Roth: Thank you, everyone, for joining our call today. Have a great day.

Stephen Snyder: Thank you.

Operator: Thank you. This concludes today’s conference call. You may disconnect your lines at this time. Thank you for your participation.

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CARECLOUD INC

Q4 2024

Earnings Transcript

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