SEGMENT REPORTING | 15. SEGMENT REPORTING Both our Chief Executive Officer and Executive Chairman serve as the Chief Operating Decision Maker (“CODM”), organize the Company, manage resource allocations and measure performance among two The Healthcare IT segment includes revenue cycle management, SaaS solutions and other services. The Medical Practice Management segment includes the management of three medical practices. Each segment is considered a reporting unit. The CODM evaluates financial performance of the business units on the basis of revenue and direct operating costs excluding unallocated amounts, which are mainly corporate overhead costs. Our CODM does not evaluate operating segments using asset or liability information. The accounting policies of the segments are the same as those disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 filed with the SEC on February 25, 2021. The following tables present revenues, operating expenses and operating (loss) income by reportable segment: SCHEDULE OF REVENUES, OPERATING EXPENSES AND OPERATING INCOME (LOSS) BY REPORTABLE SEGMENT Six Months Ended June 30, 2021 ($ in thousands) Healthcare IT M edical Practice Unallocated Expenses Total Net revenue $ 58,119 $ 5,715 $ - $ 63,834 Operating expenses: Direct operating costs 34,149 4,446 - 38,595 Selling and marketing 4,079 15 - 4,094 General and administrative 6,839 1,016 4,038 11,893 Research and development 3,839 - - 3,839 Depreciation and amortization 5,792 167 - 5,959 Impairment and unoccupied lease charges 1,241 - - 1,241 Total operating expenses 55,939 5,644 4,038 65,621 Operating (loss) income $ 2,180 $ 71 $ (4,038 ) $ (1,787 ) Three Months Ended June 30, 2021 ($ in thousands) Healthcare IT Medical Unallocated Total Net revenue $ 31,085 $ 2,980 $ - $ 34,065 Operating expenses: Direct operating costs 18,161 2,373 - 20,534 Selling and marketing 2,197 7 - 2,204 General and administrative 3,411 497 2,361 6,269 Research and development 1,813 - - 1,813 Depreciation and amortization 3,043 85 - 3,128 Impairment and unoccupied lease charges 223 - - 223 Total operating expenses 28,848 2,962 2,361 34,171 Operating (loss) income $ 2,237 $ 18 $ (2,361 ) $ (106 ) Six Months Ended June 30, 2020 ($ in thousands) Healthcare IT Medical Unallocated Corporate Expenses Total Net revenue $ 35,967 $ 5,479 $ - $ 41,446 Operating expenses: Direct operating costs 21,927 4,196 - 26,123 Selling and marketing 3,189 17 - 3,206 General and administrative 6,894 1,025 3,067 10,986 Research and development 4,479 - - 4,479 Depreciation and amortization 3,579 159 - 3,738 Impairment charges 361 - - 361 Total operating expenses 40,429 5,397 3,067 48,893 Operating (loss) income $ (4,462 ) $ 82 $ (3,067 ) $ (7,447 ) Three Months Ended June 30, 2020 ($ in thousands) Healthcare IT M edical Unallocated Corporate Expenses Total Net revenue $ 17,126 $ 2,453 $ - $ 19,579 Operating expenses: Direct operating costs 10,761 1,796 - 12,557 Selling and marketing 1,617 8 - 1,625 General and administrative 3,014 468 1,911 5,393 Research and development 2,146 - - 2,146 Depreciation and amortization 2,325 80 - 2,405 Impairment charges 63 - - 63 Total operating expenses 19,926 2,352 1,911 24,189 Operating (loss) income $ (2,800 ) $ 101 $ (1,911 ) $ (4,610 ) The following is a discussion of our condensed consolidated financial condition and results of operations for the three and six months ended June 30, 2021 and 2020, and other factors that are expected to affect our prospective financial condition. The following discussion and analysis should be read together with our Condensed Consolidated Financial Statements and related notes beginning on page 4 of this Quarterly Report on Form 10-Q. Some of the statements set forth in this section are forward-looking statements relating to our future results of operations. Our actual results may vary from the results anticipated by these statements. Please see “ Forward-Looking Statements COVID-19 Pandemic In December 2019, a novel strain of coronavirus, SARS-CoV-2, was reported to have surfaced in Wuhan, China. Since then, SARS-CoV-2, and the resulting disease COVID-19, has spread to most countries, and all 50 states within the United States. In March 2020, the World Health Organization declared the COVID-19 outbreak a pandemic. Further, the former President of the United States declared the COVID-19 pandemic a national emergency, invoking powers under the Stafford Act, the legislation that directs federal emergency disaster response, and under the Defense Production Act, the legislation that facilitates the production of goods and services necessary for national security and for other purposes. Numerous governmental jurisdictions, including the State of New Jersey where we maintain our principal executive offices, and those in which many of our U.S. and international offices are based, have imposed, and others in the future may impose, “shelter-in-place” orders, quarantines, executive orders and similar government orders and restrictions for their residents to control the spread of COVID-19. Most states and the federal government, including the State of New Jersey, together with foreign jurisdictions in which we have operations centers, have declared a state of emergency related to the spread of COVID-19. While the COVID-19 pandemic did not materially adversely affect the Company’s consolidated financial results and operations during the six months ended June 30, 2021, economic and health conditions in the United States and across most of the globe continue to change. The Company has expanded its telehealth operations, which is an alternative to office visits. However, not all physicians are using telehealth and not to the same extent as previous office visits. The COVID-19 pandemic is affecting the Company’s operations in 2021, and may continue to do so indefinitely thereafter. The pandemic may have an impact on the Company’s business, operations, and financial results and conditions, directly and indirectly, including, without limitation, impacts on the health of the Company’s management and employees, its operations, marketing and sales activities, and on the overall economy. The spread of the virus did not adversely affect the health and availability of our employees and staff. The scope and nature of these impacts, most of which are beyond the Company’s control, continue to evolve and the outcomes are uncertain. Due to the above circumstances and as described generally in this Quarterly Report on Form 10-Q, the Company’s consolidated results of operations for the three and six months ended June 30, 2021 are not necessarily indicative of the results to be expected for the full fiscal year. The Company is not aware of any certain event or circumstance that would require an update to its estimates or judgements or a revision of the carrying value of its assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates could change in the future as new information about future developments is obtained. Management cannot predict the full impact of the COVID-19 pandemic on the Company’s consolidated operations nor on economic conditions generally, including the effects on patient visits. The ultimate extent of the effects of the COVID-19 pandemic on the Company is highly uncertain and will depend on highly unpredictable factors such as the ultimate geographic spread of the disease, the severity of the disease, the duration of outbreak, and the effectiveness of any further developments globally and nationally. The Company will actively monitor the situation and take further action that is in the best interest of our employees, customers, partners, and stockholders. Overview CareCloud, Inc. (“CareCloud” and together with its consolidated subsidiaries, the “Company”, “we”, “us” and/or “our”) is a healthcare information technology company that provides a full suite of proprietary cloud-based solutions, together with related business services, to healthcare providers and hospitals throughout the United States. Our Software-as-a-Service (“SaaS”) platform includes revenue cycle management (“RCM”), practice management (“PM”), electronic health record (“EHR”), business intelligence, telehealth, patient experience management (“PXM”) solutions and complementary software tools and business services for high-performance medical groups and health systems. At a high level, these solutions can be categorized as follows: ● Technology-enabled business solutions, which are often bundled but are occasionally provided individually, including: ○ EHRs, which are easy to use, integrated with our business services or offered as Software-as-a-Service (“SaaS”) solutions, and allow our healthcare provider clients to deliver better patient care, document their clinical visits effectively and thus potentially qualify for government incentives, reduce documentation errors and reduce paperwork; PM software and related tools, which support our clients’ day-to-day business operations and workflows; Mobile Health (“mHealth”) solutions, including smartphone applications that assist patients and healthcare providers in the provision of healthcare services; Telehealth solutions, which allow healthcare providers to conduct remote patient visits; Healthcare claims clearinghouse, which enables our clients to electronically scrub and submit claims to, and process payments from, insurance companies; ○ Business intelligence, customized applications, interfaces and a variety of other technology solutions that support our healthcare clients; and RCM services, which include end-to-end medical billing, eligibility, analytics, and related services, all of which can often be provided either with our technology platform or through a third-party system. ● Professional services consisting of application and advisory services, revenue cycle services, data analytic services and educational training services. Medical practice management services are provided to medical practices. In this service model, we provide the medical practice with appropriate facilities, equipment, supplies, support services, nurses and administrative support staff. We also provide management, bill-paying and financial advisory services. Our solutions enable clients to increase financial and operational performance, streamline clinical workflows, get better insight through data, and make better business and clinical decisions, resulting in improvement in patient care and collections while reducing administrative burdens and operating costs. The modernization of the healthcare industry is transforming nearly every aspect of a healthcare organization from policy to providers; clinical care to member services, devices to data, and ultimately the quality of the patient’s experience as a healthcare consumer. We create elegant, user-friendly applications that solve many of the challenges facing healthcare organizations. We partner with organizations to develop customized, best-in-class solutions to solve their specific challenges while ensuring they also meet future regulatory and organizational requirements and market demands. We are able to deliver our industry-leading solutions at very competitive prices because we leverage a combination of our proprietary software, which automates our workflows and increases efficiency, together with our team of approximately 700 experienced health industry experts throughout the United States. These experts are supported by our highly educated and specialized offshore workforce of approximately 3,300 team members at labor costs that we believe are approximately one-tenth the cost of comparable U.S. employees. Our u CareCloud Adoption of our technology-enabled business solutions typically requires little or no upfront expenditure by a client. Additionally, for most of our solutions and customers, our financial performance is linked directly to the financial performance of our clients, as the vast majority of our revenues are based on a percentage of our clients’ collections. The fees we charge for our complete, integrated, end-to-end solution are very competitive and among the lowest in the industry. We estimate that we currently provide services to more than 40,000 providers, (which we define as physicians, nurses, nurse practitioners, physician assistants and other clinical staff that render bills for their services) practicing in approximately 2,600 independent medical practices and hospitals representing 80 specialties and subspecialties in 50 states. In addition, we serve approximately 200 clients which are not medical practices, but are primarily service organizations who serve the healthcare community. The foregoing numbers include clients leveraging any of our products or services, and are based, in part, upon estimates where the precise number of practices or providers is unknown We service clients ranging from small practices, consisting of one to ten providers, to large practices with over 2,000 providers operating in multiple states, to community hospitals. On January 8, 2020, through a merger with a subsidiary, the Company acquired CareCloud Corporation, a Delaware corporation which was subsequently renamed CareCloud Health, Inc (“CCH”), which has developed a highly acclaimed cloud-based platform including EHR, PM and patient experience capabilities. The Company paid $11.9 million in cash, assumed a working capital deficiency of approximately $5.1 million and issued 760,000 shares of the Company’s Series A Preferred Stock and two million warrants for the purchase of the Company’s common stock at prices of $7.50 for two years and $10.00 per share for three years. On June 16, 2020, the Company purchased all of the issued and outstanding capital stock of Meridian Billing Management Co. and its affiliate Origin Holdings, Inc. (collectively “Meridian” and sometimes referred to as “Meridian Medical Management”), a former GE Healthcare IT company that delivers advanced healthcare information technology solutions and services. The Company paid $11.9 million in cash, issued 200,000 shares of the Company’s Series A Preferred Stock and warrants to purchase 2,250,000 of the Company’s common stock with an exercise price per share of $7.50 for two years and assumed Meridian’s negative working capital and certain long-term lease liabilities where the space is either not being utilized or will be vacated shortly, with an aggregate value of approximately $4.8 million. On June 1, 2021, CareCloud Acquisition Corp (“CAC”), a wholly-owned subsidiary entered into an Asset and Stock Purchase Agreement (the “Purchase Agreement”) with MedMatica Consulting Associates, Inc., (“MedMatica”) whereby CAC purchased the assets of MedMatica and the stock of its wholly-owned subsidiary Santa Rosa Staffing, Inc. (“SRS”). MedMatica and SRS provide a broad range of specialty consulting services to hospitals and large healthcare groups, including certain consulting services related to healthcare IT applications services and implementations, practice management, and revenue cycle management. The total consideration paid at closing was $10 million in cash, net of $1.5 million of escrow withheld. A working capital adjustment of approximately $3.8 million was also paid at closing. The Purchase Agreement provides that if during the 18-month period commencing on June 1, 2021 (“the “Earn-Out Period”), CAC’s EBITDA and revenue targets are achieved, then CAC shall pay an earn-out up to a maximum of $8 million (the “Base Earn-Out”). If during the Earn-Out Period, CAC’s additional and increased EBITDA and revenue targets are achieved, then CAC shall pay an additional earn-out, up to a maximum of $5 million (the “Additional Earn-Out”, collectively, with the Base Earn-Out, the “Earn-Out”). CAC will have the right to offset the Earn-Out against any claim for which CAC is entitled to indemnification under the Purchase Agreement and against damages for breaches by the seller of the non-competition and non-solicitation provisions in the Purchase Agreement. Our offshore operations in the Pakistan Offices and Sri Lanka accounted for approximately 11% of total expenses for both the six months ended June 30, 2021 and 2020. A significant portion of those foreign expenses were personnel-related costs (approximately 80% for both the six months ended June 30, 2021 and 2020). Because personnel-related costs are significantly lower in Pakistan and Sri Lanka Key Performance Measures We consider numerous factors in assessing our performance. Key performance measures used by management, including adjusted EBITDA, adjusted operating income, adjusted operating margin, adjusted net income and adjusted net income per share, are non-GAAP financial measures, which we believe better enable management and investors to analyze and compare the underlying business results from period to period. These non-GAAP financial measures should not be considered in isolation, or as a substitute for or superior to, financial measures calculated in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Moreover, these non-GAAP financial measures have limitations in that they do not reflect all the items associated with the operations of our business as determined in accordance with GAAP. We compensate for these limitations by analyzing current and future results on a GAAP basis as well as a non-GAAP basis, and we provide reconciliations from the most directly comparable GAAP financial measures to the non-GAAP financial measures. Our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate similarly titled non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes. Adjusted EBITDA, adjusted operating income, adjusted operating margin, adjusted net income and adjusted net income per share provide an alternative view of performance used by management and we believe that an investor’s understanding of our performance is enhanced by disclosing these adjusted performance measures. Adjusted EBITDA excludes the following elements which are included in GAAP net income (loss): ● Income tax expense (benefit) or the cash requirements to pay our taxes; Interest expense, or the cash requirements necessary to service interest on principal payments, on our debt; ● Foreign currency gains and losses and other non-operating expenditures; ● Stock-based compensation expense includes cash-settled awards and the related taxes, based on changes in the stock price; ● Depreciation and amortization charges; ● Integration costs, such as severance amounts paid to employees from acquired businesses, and transaction costs, such as brokerage fees, pre-acquisition accounting costs and legal fees and exit costs related to contractual agreements; and ● Impairment and unoccupied lease charges. Set forth below is a presentation of our adjusted EBITDA for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 ($ in thousands) Net revenue $ 34,065 $ 19,579 $ 63,834 $ 41,446 GAAP net loss (227 ) (4,792 ) (2,191 ) (7,294 ) Provision (benefit) for income taxes 213 (74 ) 212 (44 ) Net interest expense 113 142 177 222 Foreign exchange loss / other expense (146 ) 111 97 (313 ) Stock-based compensation expense 1,735 1,881 3,002 3,188 Depreciation and amortization 3,128 2,405 5,959 3,738 Transaction and integration costs 617 455 849 1,100 Impairment and unoccupied lease charges 223 63 1,241 361 Adjusted EBITDA $ 5,656 $ 191 $ 9,346 $ 958 Adjusted operating income and adjusted operating margin exclude the following elements which are included in GAAP operating income (loss): ● Stock-based compensation expense includes cash-settled awards and the related taxes, based on changes in the stock price; ● Amortization of purchased intangible assets; Integration costs, such as severance amounts paid to employees from acquired businesses, and transaction costs, such as brokerage fees, pre-acquisition accounting costs and legal fees and exit costs related to contractual agreements; and ● Impairment and unoccupied lease charges. Set forth below is a presentation of our adjusted operating income and adjusted operating margin, which represents adjusted operating income as a percentage of net revenue, for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 ($ in thousands) Net revenue $ 34,065 $ 19,579 $ 63,834 $ 41,446 GAAP net loss (227 ) (4,792 ) (2,191 ) (7,294 ) Provision (benefit) for income taxes 213 (74 ) 212 (44 ) Net interest expense 113 142 177 222 Other expense (income) - net (205 ) 114 15 (331 ) GAAP operating loss (106 ) (4,610 ) (1,787 ) (7,447 ) GAAP operating margin (0.3 )% (23.5 )% (2.8 )% (18.0 )% Stock-based compensation expense 1,735 1,881 3,002 3,188 Amortization of purchased intangible assets 2,175 2,046 4,311 3,061 Transaction and integration costs 617 455 849 1,100 Impairment and unoccupied lease charges 223 63 1,241 361 Non-GAAP adjusted operating income $ 4,644 $ (165 ) $ 7,616 $ 263 Non-GAAP adjusted operating margin 13.6 % (0.8 )% 11.9 % 0.6 % Adjusted net income and adjusted net income per share exclude the following elements which are included in GAAP net income (loss): ● Foreign currency gains and losses and other non-operating expenditures; Stock-based compensation expense includes cash-settled awards and the related taxes, based on changes in the stock price; ● Amortization of purchased intangible assets; Integration costs, such as severance amounts paid to employees from acquired businesses, and transaction costs, such as brokerage fees, pre-acquisition accounting costs and legal fees and exit costs related to contractual agreements; ● Impairment and unoccupied lease charges; and ● Income tax expense (benefit) resulting from the amortization of goodwill related to our acquisitions. No tax effect has been provided in computing non-GAAP adjusted net income and non-GAAP adjusted net income per share as the Company has sufficient carry forward net operating losses to offset the applicable income taxes. The following table shows our reconciliation of GAAP net loss to non-GAAP adjusted net income for the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 ($ in thousands) GAAP net loss $ (227 ) $ (4,792 ) $ (2,191 ) $ (7,294 ) Foreign exchange loss / other expense (146 ) 111 97 (313 ) Stock-based compensation expense 1,735 1,881 3,002 3,188 Amortization of purchased intangible assets 2,175 2,046 4,311 3,061 Transaction and integration costs 617 455 849 1,100 Impairment and unoccupied lease charges 223 63 1,241 361 Income tax expense (benefit) related to goodwill 163 (115 ) 127 (100 ) Non-GAAP adjusted net income $ 4,540 $ (351 ) $ 7,436 $ 3 Set forth below is a reconciliation of our GAAP net loss attributable to common shareholders, per share to our non-GAAP adjusted net income per share: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 GAAP net loss attributable to common shareholders, per share $ (0.27 ) $ (0.65 ) $ (0.63 ) $ (1.07 ) Impact of preferred stock dividend 0.25 0.27 0.48 0.48 Net loss per end-of-period share (0.02 ) (0.38 ) (0.15 ) (0.59 ) Foreign exchange loss / other expense (0.01 ) 0.01 0.01 (0.03 ) Stock-based compensation expense 0.12 0.15 0.21 0.26 Amortization of purchased intangible assets 0.15 0.15 0.30 0.25 Transaction and integration costs 0.04 0.04 0.06 0.09 Impairment and unoccupied lease charges 0.02 0.01 0.07 0.03 Income tax expense (benefit) related to goodwill 0.01 (0.01 ) 0.01 (0.01 ) Non-GAAP adjusted earnings per share $ 0.31 $ (0.03 ) $ 0.51 $ 0.00 End-of-period common shares 14,611,606 12,454,691 14,611,606 12,454,691 In-the-money warrants and outstanding unvested RSUs 2,628,747 4,295,561 2,628,747 4,295,561 Total fully diluted shares 17,240,353 16,750,252 17,240,353 16,750,252 Non-GAAP adjusted diluted earnings per share $ 0.26 $ (0.02 ) $ 0.43 $ 0.00 For purposes of determining non-GAAP adjusted earnings per share, the Company used the number of common shares outstanding at the end of June 30, 2021 and 2020. Non-GAAP adjusted diluted earnings per share was computed using an as-converted method and includes warrants that are in-the-money as of that date as well as outstanding unvested RSUs. Non-GAAP adjusted earnings per share and non-GAAP adjusted diluted earnings per share do not take into account dividends paid on Preferred Stock. No tax effect has been provided in computing non-GAAP adjusted earnings per share and non-GAAP adjusted diluted earnings per share as the Company has sufficient carry forward net operating losses to offset the applicable income taxes. Key Metrics In addition to the line items in our condensed consolidated financial statements, we regularly review the following metrics. We believe information on these metrics is useful for investors to understand the underlying trends in our business. Providers and Practices Served: Sources of Revenue Revenue: These solutions accounted for approximately 80% and 83% of our revenues during the three months ended June 30, 2021 and 2020, respectively, and 83% and 82% for the six months ended June 30, 2021 and 2020, respectively. Other Healthcare IT services, including printing and mailing operations, group purchasing and professional services, represented approximately 12% and 5% of revenues for the three months ended June 30, 2021 and 2020, respectively, and 8% and 5% for the six months ended June 30, 2021 and 2020, respectively. We earned approximately 8% and 12% of our revenue from medical practice management services during the three months ended June 30, 2021 and 2020, respectively, and 9% and 13% for the six months ended June 30, 2021 and 2020, respectively . This revenue represents fees based on our actual costs plus a percentage of the operating profit and is reported in our Medical Practice Management segment. Operating Expenses Direct Operating Costs. Selling and Marketing Expense. General and Administrative Expense. Research and Development Expense. Contingent Consideration. Depreciation and Amortization Expense. Depreciation expense is charged using the straight-line method over the estimated lives of the assets ranging from three to five years. Amortization expense is charged on either an accelerated or on a straight-line basis over a period of three or four years for most intangible assets acquired in connection with acquisitions including those intangibles related to the group purchasing services. Amortization expense related to the value of our medical practice management clients basis over a period of twelve years. Impairment and Unoccupied Lease Charges. Unoccupied lease charges represent the portion of lease and related costs for vacant space not being utilized by the Company. The Company is marketing both the unused facility and the unused space for sub-lease. Interest and Other Income (Expense). Income Tax. Critical Accounting Policies and Estimates The critical accounting policies and estimates used in the preparation of our condensed consolidated financial statements that we believe affect our more significant judgments and estimates used in the preparation of our condensed consolidated financial statements presented in this Report are described in Management’s Discussion and Analysis of Financial Condition and Results of Operations and in the Notes to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2020. Leases: We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liability (current portion) and operating lease liability (noncurrent portion) in the condensed consolidated balance sheets at June 30, 2021 and December 31, 2020. The Company does not have any finance leases. ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. ROU assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. We use our estimated incremental borrowing rates, which are derived from information available at the lease commencement date, in determining the present value of lease payments. We give consideration to bank financing arrangements, geographical location and collateralization of assets when calculating our incremental borrowing rates. Our lease term includes options to extend the lease when it is reasonably certain that we will exercise that option. Leases with a term of less than 12 months are not recorded in the condensed consolidated balance sheet. Our lease agreements do not contain any residual value guarantees. For real estate leases, we account for the leased and non-leased components as a single lease component. Some leases include escalation clauses and termination options that are factored into the determination of the future lease payments when appropriate. Capitalized software costs We capitalized costs incurred during the application development stage related to our internal use software. Costs incurred during the application development phase are capitalized only when we believe it is probable that the development will result in new or additional functionality. The types of costs capitalized during the application development phase consist of employee compensation, employee benefits and employee stock- based compensation. Costs related to the preliminary project stage and post-implementation activities are expensed as incurred. Capitalized internal-use software is amortized on a straight-line basis over its estimated useful life when the asset has been placed in service for general availability. Significant judgments related to internally-developed software include determining whether it is probable that projects will result in new or additional functionality; concluding on when the application development phase starts and ends; and deciding which costs, especially employee compensation costs, should be capitalized. Additionally, there is judgment applied to the useful lives of capitalized software; we have concluded that the useful lives for capitalized internally-developed software is three years. Company management employs its best estimates and assumptions in determining the appropriateness of the judgments noted above on a project-by-project basis during initial capitalization as well as subsequent measurement. While we believe that our approach to estimates and judgments is reasonable, actual results could differ, and such differences could lead to an increase or decrease in expense. As of June 30, 2021 and December 31, 2020, the carrying amounts of internally-developed capitalized software was $8.2 million There have been no material changes in our critical accounting policies and estimates from those described in the Management’s Discussion and Analysis of Financial Condition and Results of Operations, included in our Annual Report on Form 10-K for the year ended December 31, 2020, filed with the SEC on February 25, 2021. Results of Operations The following table sets forth our consolidated results of operations as a percentage of total revenue for the periods shown: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net revenue 100.0 % 100.0 % 100.0 % 100.0 % Operating expenses: Direct operating costs 60.3 % 64.1 % 60.5 % 63.0 % Selling and marketing 6.5 % 8.3 % 6.4 % 7.7 % General and administrative 18.4 % 27.5 % 18.6 % 26.5 % Research and development 5.3 % 11.0 % 6.0 % 10.8 % Depreciation and amortization 9.2 % 12.3 % 9.3 % 9.0 % Impairment and unoccupied lease charges 0.7 % 0.3 % 1.9 % 0.9 % Total operating expenses 100.4 % 123.5 % 102.7 % 117.9 % Operating loss (0.4 )% (23.5 )% (2.7 )% (17.9 )% Interest expense - net 0.3 % 0.7 % 0.3 % 0.5 % Other income (expense) - net 0.6 % (0.6 )% (0.0 )% 0.8 % Loss before income taxes (0.1 )% (24.8 )% (3.0 )% (17.6 )% Income tax provision (benefit) 0.6 % (0.4 )% 0.3 % (0.1 )% Net loss (0.7 )% (24.4 )% (3.3 )% (17.5 )% Comparison of the three and six months ended June 30, 2021 and 2020: Three Months Ended June 30, Change Six Months Ended June 30, Change 2021 2021 Amount Percent 2021 2020 Amount Percent ($ in thousands) Net revenue $ 34,065 $ 19,579 $ 14 |