SEC Comment Letter for CareCloud, Inc. (CCLD, CCLDO) (CIK 0001582982) (CCLD) — Jan 9, 2014
CareCloud, Inc. (CCLD, CCLDO) (CIK 0001582982)
Date: Jan. 9, 2014 · CIK: 0001582982 · Accession: 0000000000-14-001225
AI Filing Summary & Sentiment
File numbers found in text: 333-192989
Referenced dates: December 4, 2013
Letter
January 9, 2014 Via E -Mail Mahmud Haq Chief Executive Officer Medical Transcription Billing, Corp. 7 Clyde Road Somerset, New Jersey 08873
Re: Medical Transcription Billing, Corp. Registration Statement on Form S -1 Filed on December 20, 2013 File No. 333-192989
Dear Mr. Haq:
We have reviewed your registration statement and response letter dated December 20 , 2013, an d have the following comments. Unless otherwise noted, where prior comments are referenced, they refer to our letter dated December 4, 2013 .
Unaudited Pro Forma Condensed Combined Financial Information, page 37
1. We note yo ur response to prior comment 9. Please revise your disclosure t o describe the factors that you considered in determining that it is more likely than not that your tax benefit from your pro forma loss will be realized against taxable income generated in future years.
Management’s Discussion and Analysis of Financial C ondition and Results of Operations
Case Study: Metro Medical Acquisition, page 50
2. We note your response to prior comment 11. Since the profit margin excludes indirect expenses, the profit margin appears to be a Non -GAAP measure. As such, a non -GAAP measure is subject to all of the provisions of Regulation G and Item 10(e) of Regulation S-K. We refer you to Compliance & Disclosure Interpretations : Non -GAAP Financial Measures Question 104.05. Please revise your presentation to provide this information. Alternatively, please exclude the measure of profit margin from your presentation. Further, please clarify your disclosure to describe the expenses th at are excluded from your presentation and the reasons why. Lastly, u se of the term “profit margin” suggests that you are generating profits. Please revise throughout the document, to reference “gross margin” instead.
Mahmud Haq Medical Transcription Billing, Corp. January 9, 2014 Page 2
Quantitative and Qualitative Disclos ures about Market Risk, page 64
3. We note your revised disclosure on page 71 that your actual payments to your Pakistani subsidiary for services are in an amount to cover actual costs incurred by the subsidiary and the excess amount owed by you but not paid is treated as a dividend. Accordingly, you record a tax liability in your financial statements to cover U.S. taxes on that dividend. However, we note your disclosure on page F -22 that as a result of your plans to repatriate earnings in Pakistan to the Uni ted States your earnings are fully provided for at the full U.S. federal rate. Please clarify your disclosures to indicate whether you record a tax liability on the entire earnings generated by your Pakistan subsidiary or only the excess amount owed by you but not paid to the subsidiary.
Acquisitions
Indemnification and Escrow, page 89
4. Please expand your disclosure to state clearly who will exercise voting and investment power over the shares to be issued to the Target Sellers while they are escrowed.
Executive Compensation, page 102
5. Please expand the summary compensation table to include the required compensation information concerning applicable executive officers for 2013, your most recent fiscal year. Similarly update the other information in this section of the filing that is provided at December 31, 2012 and for the year then ended.
Certain Relationships and Related Party Transactions, page 108
6. Also, update throughout this section to provide information responsive to Item 404 of Regulation S -K with respect to applicable transactions that occurred during the most recent year, 2013, or which are ongoing thereafter.
Where You Can Find More Information, page 127
7. Please delete the phrase “in all respects” from the third sentence of this paragraph .
You may contact Laura Veator , Staff Accountant, at (202) 551 -3716 , or Stephen Krikorian , Accounting Branch Chief at (202) 551 -3488 , if you have questions regarding comments on the financial statements and related matters.
Mahmud Haq Medical Transcription Billing, Corp. January 9, 2014 Page 3
Please contact Ivan Griswold, Attorney -Advisor, at (202) 551 -3853 or, in his absence, me at (202) 551 -3488 with any other questions.
Sincerely,
/s/ Mark P. Shuman
Show Raw Text
January 9, 2014
Via E -Mail
Mahmud Haq
Chief Executive Officer
Medical Transcription Billing, Corp.
7 Clyde Road
Somerset, New Jersey 08873
Re: Medical Transcription Billing, Corp.
Registration Statement on Form S -1
Filed on December 20, 2013
File No. 333-192989
Dear Mr. Haq:
We have reviewed your registration statement and response letter dated December 20 ,
2013, an d have the following comments. Unless otherwise noted, where prior comments are
referenced, they refer to our letter dated December 4, 2013 .
Unaudited Pro Forma Condensed Combined Financial Information, page 37
1. We note yo ur response to prior comment 9. Please revise your disclosure t o describe the
factors that you considered in determining that it is more likely than not that your tax
benefit from your pro forma loss will be realized against taxable income generated in
future years.
Management’s Discussion and Analysis of Financial C ondition and Results of Operations
Case Study: Metro Medical Acquisition, page 50
2. We note your response to prior comment 11. Since the profit margin excludes indirect
expenses, the profit margin appears to be a Non -GAAP measure. As such, a non -GAAP
measure is subject to all of the provisions of Regulation G and Item 10(e) of Regulation
S-K. We refer you to Compliance & Disclosure Interpretations : Non -GAAP Financial
Measures Question 104.05. Please revise your presentation to provide this information.
Alternatively, please exclude the measure of profit margin from your presentation.
Further, please clarify your disclosure to describe the expenses th at are excluded from
your presentation and the reasons why. Lastly, u se of the term “profit margin” suggests
that you are generating profits. Please revise throughout the document, to reference
“gross margin” instead.
Mahmud Haq
Medical Transcription Billing, Corp.
January 9, 2014
Page 2
Quantitative and Qualitative Disclos ures about Market Risk, page 64
3. We note your revised disclosure on page 71 that your actual payments to your Pakistani
subsidiary for services are in an amount to cover actual costs incurred by the subsidiary
and the excess amount owed by you but not paid is treated as a dividend. Accordingly,
you record a tax liability in your financial statements to cover U.S. taxes on that dividend.
However, we note your disclosure on page F -22 that as a result of your plans to repatriate
earnings in Pakistan to the Uni ted States your earnings are fully provided for at the full
U.S. federal rate. Please clarify your disclosures to indicate whether you record a tax
liability on the entire earnings generated by your Pakistan subsidiary or only the excess
amount owed by you but not paid to the subsidiary.
Acquisitions
Indemnification and Escrow, page 89
4. Please expand your disclosure to state clearly who will exercise voting and investment
power over the shares to be issued to the Target Sellers while they are escrowed.
Executive Compensation, page 102
5. Please expand the summary compensation table to include the required compensation
information concerning applicable executive officers for 2013, your most recent fiscal
year. Similarly update the other information in this section of the filing that is provided
at December 31, 2012 and for the year then ended.
Certain Relationships and Related Party Transactions, page 108
6. Also, update throughout this section to provide information responsive to Item 404 of
Regulation S -K with respect to applicable transactions that occurred during the most
recent year, 2013, or which are ongoing thereafter.
Where You Can Find More Information, page 127
7. Please delete the phrase “in all respects” from the third sentence of this paragraph .
You may contact Laura Veator , Staff Accountant, at (202) 551 -3716 , or Stephen Krikorian ,
Accounting Branch Chief at (202) 551 -3488 , if you have questions regarding comments on the
financial statements and related matters.
Mahmud Haq
Medical Transcription Billing, Corp.
January 9, 2014
Page 3
Please contact Ivan Griswold, Attorney -Advisor, at (202) 551 -3853 or, in his absence, me at
(202) 551 -3488 with any other questions.
Sincerely,
/s/ Mark P. Shuman
Mark P. Shuman
Branch Chief - Legal
cc: Via E -Mail
Zev M. Bomrind
Alston & Bird, LLP