SEC Comment Letter for CareCloud, Inc. (CCLD, CCLDO) (CIK 0001582982) (CCLD) — Jun 11, 2014
CareCloud, Inc. (CCLD, CCLDO) (CIK 0001582982)
Date: June 11, 2014 · CIK: 0001582982 · Accession: 0000000000-14-029583
AI Filing Summary & Sentiment
File numbers found in text: 333-192989
Referenced dates: May 30, 2014
Letter
June 10, 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. Amendment No. 3 to Registration Statement on Form S -1 Filed on June 2, 2014 File No. 333-192989
Dear Mr. Haq:
We have reviewed your amended registration statement and response letter dated May 30, 2014 , and have the following comments. Unless otherwise noted, where prior comments are referenced, they refer to our letter dated May 2 3, 2014 .
Consolidated Financial Statements as of and for the Years Ended December 31, 2013 and 2012
Notes to Consolidated Financial Statements as of and for the Years Ended December 31, 2013 and 2012
13. Income Taxes, page F -24
1. We note your response to prior comment 5 that the $41,714 of state tax expense for the year ended December 31, 2013 primarily arose due to the true -up of New Jersey state net operatin g losses because the dividend exclusion is not an allowable deduction in computing the New Jersey state net operating loss. However, we note that your disclosure indicates that for state tax purposes, the Company’s Pakistan earnings generally are not taxed due to a subtraction modification available in most states. As a result, the Company has reported cumulative losses at the state level for the last three years. Please clarify your disclosures so that they are consistent with your response, and provide an explanation for the state tax expense.
Mahmud Haq Medical Transcription Billing, Corp. June 10, 2014 Page 2
Consolidated Financial Statements as of and for the Three Months Ended March 31, 2014 and
Notes to Consolidated Financial Statements as of and for the Three Months Ended March 31,
10. Income Taxes
2. We n ote your response to prior comment 6. Tell us what your estimated annual effective tax rate is based on your current best estimate. To the extent there is a material difference between this rate and the rate that you have used for the interim period, pleas e further clarify how a small change in your estimated ordinary income would produce a significant change in the effective tax rate. In this regard, it does not appear that you have historically had significant permanent differences. Please also clarify th e amount of minimum taxes that may be due in certain jurisdictions.
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 s tatements and related matters. 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
June 10, 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.
Amendment No. 3 to Registration Statement on Form S -1
Filed on June 2, 2014
File No. 333-192989
Dear Mr. Haq:
We have reviewed your amended registration statement and response letter dated May
30, 2014 , and have the following comments. Unless otherwise noted, where prior comments are
referenced, they refer to our letter dated May 2 3, 2014 .
Consolidated Financial Statements as of and for the Years Ended December 31, 2013 and 2012
Notes to Consolidated Financial Statements as of and for the Years Ended December 31, 2013
and 2012
13. Income Taxes, page F -24
1. We note your response to prior comment 5 that the $41,714 of state tax expense for the
year ended December 31, 2013 primarily arose due to the true -up of New Jersey state net
operatin g losses because the dividend exclusion is not an allowable deduction in
computing the New Jersey state net operating loss. However, we note that your disclosure
indicates that for state tax purposes, the Company’s Pakistan earnings generally are not
taxed due to a subtraction modification available in most states. As a result, the Company
has reported cumulative losses at the state level for the last three years. Please clarify
your disclosures so that they are consistent with your response, and provide an
explanation for the state tax expense.
Mahmud Haq
Medical Transcription Billing, Corp.
June 10, 2014
Page 2
Consolidated Financial Statements as of and for the Three Months Ended March 31, 2014 and
2013
Notes to Consolidated Financial Statements as of and for the Three Months Ended March 31,
2014
10. Income Taxes
2. We n ote your response to prior comment 6. Tell us what your estimated annual effective
tax rate is based on your current best estimate. To the extent there is a material difference
between this rate and the rate that you have used for the interim period, pleas e further
clarify how a small change in your estimated ordinary income would produce a
significant change in the effective tax rate. In this regard, it does not appear that you have
historically had significant permanent differences. Please also clarify th e amount of
minimum taxes that may be due in certain jurisdictions.
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 s tatements and related matters. 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
Fox Rothschild LLP