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Third Quarter & Subsequent Corporate Highlights

• On July 6, 2023, CloudMD announced the results of a highly successful Ontario therapist-assisted internet-delivered cognitive behavioural therapy program.

• On August 23, 2023, CloudMD announced a contract for a Remote Patient Monitoring program with a major United States hospital system.

• On October 5, 2023, CloudMD hosted a virtual investor day. The replay is available here.
  

Outlook

During Q3 2023, the Company saw positive trends continue with improving Adjusted EBITDA¹ and cash usage. The Company was Adjusted EBITDA positive in Q3 2023, a quarter ahead of its previous forecast.

The Company expects low double-digit revenue growth in 2023 based on the fourth quarter of 2023 forecast compared to the fourth quarter of 2022.

The Company sold $2.8 million in multi-year contracts in Q3 2023 and has a robust pipeline that it expects will continue to drive revenue growth into 2024. During the quarter, the Company announced a contract to provide Remote Patient Monitoring for a major U.S. Regional Hospital System’s Medicare patients, which has the potential to change the organization’s financial profile. The Company believes that if the contract is scaled up over the initial two quarters, it can deliver approximately $3.0-$4.0 million in revenue per quarter and open the opportunity to participate in the global Remote Patient Monitoring market. The Company is currently working with the Hospital Network to educate its providers with the goal of ramping up patient participation in Q1 2024. This growth would be incremental to its low double-digit growth target for its broader portfolio.

The cost savings achieved in the first and second quarters of 2023 have led to positive Adjusted EBITDA¹ in Q3 2023. The Company expects continued improvement to Adjusted EBITDA¹ in the fourth quarter of 2023.

The Company believes its cash position of $13.1 million will provide sufficient liquidity to fund its obligations and fund organic growth. The Company will continue to prudently manage expenditures and seek further efficiencies in its cost structure. The Company’s credit facilities (“the Facilities”), totalling $16.0 million, mature on June 30, 2024, and as a result, have been presented as a current liability on the Consolidated Statements of Financial Position. The Company is in discussions with its lender about renewing the Facilities prior to maturity. Management believes there is a reasonable expectation that the Company will be able to renew the Facilities prior to maturity.

Select Financial Information

All results were prepared in accordance with International Financial Reporting Standards (“IFRS”) as issued by the International Accounting Standards Board.

Summary of Results from Last Four Quarters

The following tables provide a summary of the Company’s financial results for the four most recently completed quarters. Financial results exclude all divested or held for sale assets.

Third Quarter Earnings Conference Call and Webinar Details:

Date and Time: November 30, 2023, at 9:30 am Eastern Time (6:30 am Pacific Time)

Webcast link: https://edge.media-server.com/mmc/p/pcxe7vcg

Company to Restate Annual Financial Statements and MD&A for 2022

The Company also announces that it will restate its audited consolidated financial statements for the years ended December 31, 2022, and 2021, (the “annual financial statements”) and related MD&A (as defined below). After the issuance of the audited consolidated financial statements for the years ended December 31, 2022, and 2021, additional procedures were performed by the Company’s auditors and management and a number of adjustments were identified that will require a restatement of the annual financial statements. The expected restatement impacts are summarized in the notes to the interim financial statements and reflect all known restatements as of the date such interim financial statements were approved for issuance. However, they remain subject to the completion of the audit by the Company’s external auditors. Upon completion of the audit, the Company will (i) file amended and restated annual financial statements and related MD&A, which will replace and supersede the previously filed annual financial statements and MD&A, which were filed on April 25, 2023, and (ii) refile the interim financial statements for the three and nine months ended September 30, 2023 and 2022 and related MD&A. Accordingly, the annual financial statements and independent auditor's report thereon should not be relied upon until they are restated and refiled.

Financial Statements and Management’s Discussion and Analysis

This news release should be read in conjunction with the Company’s unaudited condensed interim consolidated financial statements and accompanying notes, and management’s discussion and analysis (“MD&A”) for the three months ended September 30, 2023, and 2022, copies of which can be found under the Company’s profile at www.sedarplus.ca.

Non-GAAP Financial Measures

In addition to the results reported in accordance with IFRS, the Company uses various non-GAAP financial measures, which are not recognized under IFRS, as supplemental indicators of the Company’s operating performance and financial position. These non-GAAP financial measures are provided to enhance the reader’s understanding of the Company’s historical and current financial performance and its prospects for the future. Management believes that these measures provide useful information in that they exclude amounts that are not indicative of the Company’s core operating results and ongoing operations and provide a more consistent basis for comparison between quarters and years. Details of such non-GAAP financial measures and ratios and how they are derived are provided below, as well as in the MD&A in conjunction with the discussion of the financial information reported.

Since non-GAAP financial measures do not have any standardized meanings prescribed by IFRS, other companies may calculate these non-IFRS measures differently, and our non-GAAP financial measures may not be comparable to similar titled measures of other companies. Accordingly, investors are cautioned not to place undue reliance on them and are also urged to read all IFRS accounting disclosures presented in the audited consolidated financial statements and the related notes for the year ended December 31, 2022, and 2021.

EBITDA

EBITDA is a non-GAAP financial measure that does not have a standard meaning and may not be comparable to a similar measure disclosed by other issuers. EBITDA referenced herein relates to earnings before interest, taxes, depreciation, and amortization. This measure does not have a comparable IFRS measure and is used by the Company to assess its capacity to generate profit from operations before taking into account management’s financing decisions and costs of consuming intangible and tangible capital assets, which vary according to their vintage, technological currency, and management’s estimate of their useful life.

Adjusted EBITDA

Adjusted EBITDA is a non-GAAP financial measure that does not have a standard meaning and may not be comparable to a similar measure disclosed by other issuers. Adjusted EBITDA referenced herein relates to earnings before interest, taxes, depreciation, amortization, share-based compensation, financing-related costs, acquisition, and divestiture-related, integration and restructuring costs, change in fair value of contingent consideration, change in fair value of liability to non-controlling interest, and net loss after tax from discontinuing operations. This measure does not have a comparable IFRS measure and is used by the Company to assess its capacity to generate profit from operations before taking into account management’s financing decisions and costs of consuming intangible and tangible capital assets, which vary according to their vintage, technological currency, and management’s estimate of their useful life, adjusted for factors that are unusual in nature or factors that are not indicative of the operating performance of the Company.

The following table provides a reconciliation of net loss for the periods to EBITDA and Adjusted EBITDA for the three months ended September 30, 2023, and 2022.

(1)   EBITDA, Adjusted EBITDA, Gross Profit, Gross Profit Margin, Cash flow, and Normalized cash outflow are non-GAAP measures.

Gross Profit

Gross Profit is a non-GAAP financial measure that does not have a standard meaning and may not be comparable to a similar measure disclosed by other issuers. Gross Profit referenced herein is defined as revenues less cost of sales. This measure does not have a comparable IFRS measure and is used by the Company to manage and evaluate the operating performance of the business.

Gross Margin

Gross Margin is a non-GAAP financial ratio that has Gross Profit, which is a non-GAAP financial measure as a component. Gross Margin referenced herein is defined as gross profit as a percent of total revenue. This measure does not have a comparable IFRS measure and is used by the Company to manage and evaluate the operating performance of the business.

Cash outflow and Normalized cash outflow

Normalized cash outflow is a non-GAAP financial measure that does not have a standard meaning and may not be comparable to a similar measure disclosed by other issuers. Cash outflow, utilized in the calculation of normalized cash outflow, is defined as the decrease in cash and cash equivalents for the applicable period. Normalized cash outflow, as referenced herein, is defined as cash outflow adjusted for expenditures that are not expected to be recurring, net of changes in non-cash working capital, discontinuing operations, payment of contingent consideration, and net proceeds from business divestitures. For the purpose of calculating Normalized cash flow, expenditures that are not expected to be recurring include cash-related adjustments to EBITDA. Management believes that normalized cash outflow, in addition to other conventional financial measures prepared in accordance with IFRS, provides information that is helpful to understand the financial condition of the Company. The objective of using normalized cash outflow is to present readers with a view of the Company from management’s perspective by interpreting the material trends and activities that affect the Company’s use of cash. These measures do not have a comparable IFRS measure and are used to ensure that we have sufficient liquidity to meet our liabilities as they become due.

Annual Recurring Revenue (“ARR”)

Annual recurring revenue is defined as the average annualized contract value for closed sales. This measure does not have a comparable IFRS measure and is used by the Company to assess the impact of closed sales on future period revenue projections.

About CloudMD Software & Services

CloudMD is an innovative North American healthcare service provider focused on empowering healthier living by combining leading-edge technology with an exceptional national network of healthcare professionals. Every day, our employees and healthcare providers live our values of delivering excellence, collaboration, connected communication and accountability to solve complex health problems. CloudMD’s industry-leading workplace health and wellbeing solution, Kii, supports members and their families with a personalized and connected healthcare experience across mental, physical, and occupational health. Kii delivers superior clinical health outcomes, consistent high engagement, and measurable ROI for payers such as employers, educational institutions, associations, governments, and insurers. CloudMD is also a market leader in workplace absence management through data-driven prevention, intervention, and return-to-work programs.

In addition, the Company sells health and productivity tools to hospitals, clinics, and other healthcare service providers to empower them to deliver better care. Visit www.cloudmd.ca to learn more about the Company’s comprehensive healthcare offerings.

“Karen Adams”
Chief Executive Officer

FOR ADDITIONAL INFORMATION, CONTACT:

Investor Relations

Investors@cloudmd.ca

1-647-484-1405

Neither TSX Venture Exchange nor its Regulation Services Provider (as that term is defined in the policies of the TSX Venture Exchange) accepts responsibility for the adequacy or accuracy of this release.

Forward Looking Statements

This news release contains “forward-looking statements” and “forward-looking information” within the meaning of Canadian securities laws, including statements about the restatement of the annual financial statements, and the Company’s growth strategy and profitability. These statements are based upon information currently available to CloudMD’s management. All information that is not clearly historical in nature may constitute forward‐looking statements. In some cases, forward‐looking statements may be identified by the use of terms such as “forecast,” “assumption,” and other similar expressions or future or conditional terms such as “anticipate,” “believe,” “could”, “estimate”, “expect”, “intend”, “may”, “plan”, “predict”, “project”, “will”, “would,” and “should”. Forward-looking statements contained in this news release are based on certain factors and assumptions made by management of CloudMD based on their current expectations, estimates, projections, assumptions, and beliefs regarding their business, and CloudMD does not provide any assurance that actual results will meet management’s expectations. While management considers these assumptions to be reasonable based on information currently available to them, they may prove to be incorrect. Such forward‐looking statements are not guarantees of future events or performance and by their nature involve known and unknown risks, uncertainties, and other factors, including those risks described in the Company’s MD&A (which is filed under the Company’s issuer profile on SEDAR+ and can be accessed at www.sedarplus.ca), that may cause the actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward‐looking statements. Although CloudMD has attempted to identify important factors that could cause actual actions, events, or results to differ materially from those described in forward‐looking statements, other factors may cause actions, events, or results to be different than anticipated, estimated, or intended. There can be no assurance that such statements will prove to be accurate as actual results and future events could vary or differ materially from those anticipated in such forward‐looking statements. Accordingly, readers should not place undue reliance on forward‐looking information. CloudMD does not undertake to update any forward-looking information, whether as a result of new information, future events, or otherwise, except as may be required by applicable securities laws.

¹ This is a non-GAAP measure. Refer to the Non-GAAP Financial Measures section of this news release for further information.