EX-99.2 4 ex99-2.htm EX-99.2

 

Exhibit 99.2

 

MEDSPHERE SYSTEMS CORPORATION

 

Condensed Financial Statements (Unaudited)

As of June 30, 2025 and December 31, 2024

And for the Six Month Periods Ended June 30, 2025 and 2024

 

 

 

 

Medsphere Systems Corporation

Condensed Balance Sheets As of

 

   June 30, 2025   December 31, 2024 
   (Unaudited)     
Assets        
         
Current assets:          
Cash and cash equivalents  $1,450,648   $1,991,109 
Restricted cash   165,000    165,000 
Accounts receivable, net   2,435,131    3,368,155 
Deferred customer acquisition and fulfillment costs, current portion   341,010    790,681 
Prepaid expenses and other assets   1,652,620    1,573,596 
           
Total current assets   6,044,409    7,888,541 
           
Property and equipment, net   51,177    73,540 
Goodwill, net   8,104,932    9,459,930 
Deferred customer acquisition and fulfillment costs, net of current portion   521,350    568,496 
Operating lease right-of-use assets   167,871    203,202 
Other assets   29,806    67,477 
           
Total assets  $14,919,545   $18,261,186 
           
Liabilities and Shareholders’ Deficit          
           
Current liabilities:          
Accounts payable  $3,514,002   $5,070,468 
Current portion of notes payable   59,807,337    53,890,929 
Accrued expenses   1,728,877    2,395,696 
Notes payable exit fee (Note 6)   5,000,000    - 
Deferred revenues   3,783,883    3,176,248 
Current portion of operating lease liabilities   73,805    70,731 
           
Total current liabilities   73,907,904    64,604,072 
           
Notes payable, net of current portion   1,078,157    2,775,282 
Operating lease liabilities, net of current portion   98,604    137,008 
           
Total liabilities   75,084,665    67,516,362 
           
Commitments and contingencies          
           
Shareholders’ deficit:          
Convertible preferred stock, par value $0.001 per share; 0 and 2,677,320,511 shares authorized, respectively; 0 and 326,479,322 shares issued and outstanding, respectively   -    326,479 
Common stock, par value $0.001 per share; 100 and 2,868,547,015 shares authorized, respectively; 100 and 398,015,543 shares issued and outstanding, respectively   -    398,016 
Additional paid-in capital   124,439,702    124,639,362 
Notes receivable from shareholders   -    (924,155)
Accumulated deficit   (184,604,822)   (173,694,878)
           
Total shareholders’ deficit   (60,165,120)   (49,255,176)
           
Total liabilities and shareholders’ deficit  $14,919,545   $18,261,186 

 

See accompanying notes to condensed financial statements.

 

1
 

 

Medsphere Systems Corporation

Condensed Statements of Operations (Unaudited)

 

   For the Six Month Periods Ended June 30, 
   2025   2024 
Revenues:        
Subscription fees  $15,359,077   $20,277,541 
Professional services fees   925,432    910,365 
Reimbursable expenses   5,865    68,010 
           
Total revenues   16,290,374    21,255,916 
           
Cost of revenues:          
Subscription fees   3,652,190    5,062,844 
Professional services fees   514,793    522,291 
Reimbursable expenses   5,865    68,023 
           
Total cost of revenues   4,172,848    5,653,158 
           
Gross profit   12,117,526    15,602,758 
           
Operating expenses:          
General and administrative   4,722,542    3,734,423 
Sales and marketing   2,157,554    2,666,018 
Operations and development   6,357,836    7,451,940 
Depreciation and amortization   1,377,361    2,296,934 
           
Total operating expenses   14,615,293    16,149,315 
           
Operating loss   (2,497,767)   (546,557)
           
Other income (expense):          
Interest expense   (3,872,626)   (5,472,535)
Notes payable exit fee (Note 6)   (5,000,000)   - 
Other expense   (19,316)   - 
Other income   490,661    238 
           
Total other income (expense), net   (8,401,281)   (5,472,297)
           
Loss before income taxes   (10,899,048)   (6,018,854)
           
Provision for income taxes   10,896    2,197 
           
Net loss  $(10,909,944)  $(6,021,051)

 

See accompanying notes to condensed financial statements.

 

2
 

 

 

MEDSPHERE SYSTEMS CORPORATION

Condensed Statements of Shareholders’ Deficit (Unaudited)

For the Six Months Ended June 30, 2025 and 2024

 

   Convertible
Preferred Stock
   Common Stock   Notes Receivable From   Additional Paid-in   Accumulated   Total Shareholders’ 
   Shares   Amount   Shares   Amount   Shareholders   Capital   Deficit   Deficit 
Balances at January 1, 2024   600,389,830   $600,390    404,628,632   $404,629   $(924,155)  $124,332,612   $(156,822,858)  $(32,409,382)
                                         
Stock-based compensation   -    -    -    -    -    21,809    -    21,809 
                                         
Net loss   -    -    -    -    -    -    (6,021,051)   (6,021,051)
                                         
Balances at June 30, 2024   600,389,830   $600,390    404,628,632   $404,629   $(924,155)  $124,354,421   $(162,843,909)  $(38,408,624)
                                         

Balances at January 1, 2025

   326,479,332   $326,479    398,015,543   $398,016   $(924,155)  $124,639,362   $(173,694,878)  $(49,255,176)
                                         
Restructuring   (326,479,332)   (326,479)   (398,015,543)   (398,016)   -    724,495    -    - 
                                         
Write off of uncollectible notes receivable from shareholders   -    -    -    -    924,155    (924,155)   -    - 
                                         
Net loss   -    -    -    -    -    -    (10,909,944)   (10,909,944)
                                         
Balances at June 30, 2025   -   $-    -   $-   $-   $124,439,702   $(184,604,822)  $(60,165,120)

 

See accompanying notes to condensed financial statements.

 

3
 

 

Medsphere Systems Corporation

Condensed Statements of Cash Flows (Unaudited)

 

   For the Six Month Periods Ended June 30, 
   2025   2024 
Cash flows from operating activities:          
Net loss  $(10,909,944)  $(6,021,051)
Adjustments to reconcile net loss to net cash, cash equivalents and restricted cash used in operating activities:          
Depreciation and amortization   1,377,361    2,296,934 
Non-cash interest expense   3,848,886    2,547,026 
Stock-based compensation   -    21,809 
Amortization of debt discount   -    50,376 
Amortization of right-of-use assets   35,331    44,967 
Amortization of deferred customer acquisition and fulfillment costs   519,805    753,984 
Provision for losses on accounts receivable   586,773    85,248 
Changes in operating assets and liabilities          
Accounts receivable   346,251    (1,855,861)
Deferred customer acquisition and fulfillment costs   (22,988)   (248,895)
Prepaid expenses and other assets   (41,353)   (44,062)
Operating lease liabilities   (35,330)   (45,018)
Accounts payable   (1,556,466)   (347,042)
Accrued expenses   4,333,181    (411,113)
Deferred revenues   607,635    235,821 
           
Net cash, cash equivalents and restricted cash used in operating activities   (910,858)   (2,936,877)
           
Cash flows from investing activities:          
Purchase of property and equipment   -    (4,988)
           
Cash flows from financing activities:          
Proceeds from issuance of notes payable   370,397    3,864,130 
Payments on long-term debt   -    (2,037,500)
           
Net cash, cash equivalents and restricted cash provided by financing activities   370,397    1,826,630 
           
Net change in cash, cash equivalents and restricted cash   (540,461)   (1,115,235)
           
Cash, cash equivalents and restricted cash at beginning of period   2,156,109    2,116,713 
           
Cash, cash equivalents and restricted cash at end of period  $1,615,648   $1,001,478 
           
Supplemental disclosure of cash flow information:          
           
Cash paid for interest  $23,741   $1,851,040 
Cash paid for income taxes   10,311    17,661 
           
Supplemental disclosure of non-cash investing and financing activities:          
           
Reduction of shareholder notes receivable and additional paid-in capital  $924,155   $- 


 

See accompanying notes to condensed financial statements.

 

4
 

 

Notes to Condensed Financial Statements (Unaudited)

 

1. Description of Organization

Medsphere Systems Corporation (the Company or Medsphere) was incorporated in the state of Delaware on February 12, 2002. The Company is a leading provider of cloud-based and on-premise clinical and technology products and services that delivers, supports, and maintains quality health IT solutions to the healthcare industry under an affordable business model.

 

On June 30, 2025, the Company reorganized into a holding company structure which resulted in the Company becoming a wholly-owned subsidiary of Medsphere Intermediate Holdings, LLC (Intermediate), which is a wholly owned subsidiary of Medsphere Holdco Inc. (Holdco).

 

2. Basis of Presentation and Summary of Significant Accounting Policies

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial reporting. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of the Company’s management, the accompanying unaudited condensed financial statements contain all adjustments (consisting of items of a normal and recurring nature) necessary to present fairly the Company’s financial position as of June 30, 2025, the results of operations for the six months ended June 30, 2025 and 2024 and cash flows for the six months ended June 30, 2025 and 2024. When preparing financial statements in conformity with GAAP, the Company must make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ significantly from those estimates.

 

The accompanying unaudited condensed financial statements and notes thereto should be read in conjunction with the audited financial statements for the year ended December 31, 2024.

 

Concentrations

In the normal course of business, the Company provides credit terms to its customers and generally requires no collateral. A major customer is considered to be one that comprises more than 10% of the Company’s accounts receivable or annual revenues. The Company did not have any customers with revenues that exceeded 10% for the six months ended June 30, 2025 and 2024.

 

Accounts receivables concentrations as of June 30, 2025, and December 31, 2024, are as follows:

 

  

June 30, 2025

   December 31, 2024 
         
Customer A   34%   24%
Customer B   *    14%
           
 * Customer accounted for less than 10%

 

Significant Accounting Policies

During the six months ended June 30, 2025, there were no changes to the Company’s significant accounting policies from its disclosures in its audited financial statements as of and for the year ended December 31, 2024.

 

5
 

 

3. Going Concern

On August 22, 2025, CareCloud Holdings, Inc purchased certain of the Company’s assets, representing essentially all of the Company’s operations (see Note 9). The aggregate purchase price for the acquisition was $16,500,000, plus the assumption of certain liabilities. After receipt of the purchase price, the Company does not have sufficient cash and financing commitments to fund the Company’s 2021 note payable and 2021 revolving loan of approximately $62,500,000 (balance as of June 30, 2025). The Company is currently in default and accruing interest related to these notes payable and still does not have sufficient cash to pay amounts due (see Note 6). Subsequent to June 30, 2025, management has agreed with its creditors to wind down the Company, and the filing is anticipated to occur before December 31, 2025; however, no plans or approvals were in place as of June 30, 2025.

 

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

 

4. Goodwill and Other Intangible Assets

Goodwill and other intangible assets consist of the following as of:

 

   June 30, 2025   December 31, 2024 
         
Goodwill  $38,240,383   $38,240,383 
Software   2,418,383    2,418,383 
Tradenames   1,079,550    1,079,550 
           
    41,738,316    41,738,316 
           
Less accumulated amortization   (33,633,384)   (32,278,386)
           
   $8,104,932   $9,459,930 

 

Amortization expense related to goodwill and intangible assets was $1,354,998 and $2,149,595 for the six months ended June 30, 2025 and 2024, respectively.

 

6
 

 

The future aggregate amounts of amortization expense to be recognized related to goodwill and definite-lived intangible assets as of June 30, 2025, is as follows:

 

For the years ending December 31:     
      
2025 (July - December)  $1,354,997 
2026   2,036,214 
2027   1,129,090 
2028   1,129,090 
2029   1,129,090 
Thereafter   1,326,451 
      
   $8,104,932 

 

For each six-month period ended June 30, 2025 and 2024, no impairment charge was deemed necessary by management. For the year ended December 31, 2024, an impairment charge of $5,103,866 was deemed necessary by management.

 

5. Commitments and Contingencies

 

Operating Leases

The Company leases office space in Warrensville Heights, Ohio, under an operating lease agreement expiring in September 2027. The Company performed evaluations of its contracts and determined each of its identified leases are operating leases. The Company recognized $60,349 and $73,620 of rent expense for the six months ended June 30, 2025 and 2024, respectively.

 

The components of lease expense were as follows for the six months ended June 30:

 

Lease Cost  Classification  2025   2024 
            
Operating  General and administrative  $39,023   $38,266 
Short-term lease cost  General and administrative   21,326    35,354 
              
Total lease cost     $60,349   $73,620 

 

7
 

 

The discount rate used to compute the present value of minimal rental payments is the Company’s risk-free borrowing rate of 4.06%. The weighted-average remaining lease term is 2.25 years as of June 30, 2025.

 

The following table reconciles the undiscounted future cash flows for the next three fiscal years to the operating lease liabilities recorded within the condensed balance sheet as of June 30, 2025:

 

Maturities of Lease Liabilities    
     
Year ending December 31:  Operating 
2025 (July - December)  $39,401 
2026   79,936 
2027   60,802 
      
Total lease payments   180,139 
Less: interest   (7,730)
      
Present value of lease liabilities  $172,409 

 

Cash paid for amounts included in the measurement of lease liabilities, for operating cash flows from operating leases, was $39,023 and $38,266 for the six months ended June 30, 2025 and 2024, respectively.

 

Litigation

From time to time, the Company may become involved in claims and other legal matters arising in the ordinary course of business. Management is not currently aware of any matters that will have a material adverse effect on the financial position, results of operations or cash flows of the Company.

 

6. Notes Payable

Notes payable consist of the following as of:

 

   June 30, 2025   December 31, 2024 
         
2020 note payable  $1,055,599   $1,052,080 
2020 related-party note payable   144,046    142,087 
2021 note payable   57,295,878    44,447,770 
2021 revolving loan   248,420    9,200,183 
2023 subordinated note payable   2,009,034    1,824,091 
2025 note payable   132,517    - 
           
    60,885,494    56,666,211 
           
Current portion   (59,807,337)   (53,890,929)
           
   $1,078,157   $2,775,282 

 

Minimum future principal payments and amortization of debt discounts under the Company’s notes payable for each of the next five years are as follows:

 

For the fiscal years ending December 31:  Principal 
2025  $59,807,337 
2026   284,795 
2027   179,560 
2028   183,187 
2029   186,870 
Thereafter   243,745 
      
   $60,885,494 

 

8
 

 

2020 Note Payable

On June 30, 2020, in conjunction with the acquisition of Kellison & Co., the Company executed a promissory note in the amount of $1,900,000 with the former owner of Kellison & Co. The note bears annual interest of 2.00% and matures as certain performance obligations are met.

 

2020 Related-party Note Payable

On October 30, 2020, in conjunction with the acquisition of Micro-Office Systems, Inc., the Company executed a promissory note in the amount of $329,030 with an employee. The note bears annual interest of 2.75% and matures as certain performance obligations are met.

 

2021 Note Payable and 2021 Revolving Loan

On July 16, 2021, the Company entered into a Credit Agreement with a lender, whereby the lender advanced $42.5 million (term loan), with an additional $2.5 million advanced on November 5, 2021 (delayed draw term loan) (collectively, 2021 note payable). Principal and interest payments on the term loans are due quarterly beginning September 30, 2021, until maturity. Additionally, as outlined in the Credit Agreement, the Company received $5 million through a revolving loan (2021 revolving loan), with unpaid principal due at maturity. All unpaid principal and interest were due July 16, 2026. As of May 31, 2023, these agreements were amended to have a maturity date of June 30, 2024. As of June 30, 2025, these agreements were in default and included in the current portion of notes payable in the accompanying balance sheet.

 

Interest on the 2021 note payable and 2021 revolving loan is due quarterly at a per annum rate equal to the Base Rate, which is defined in the agreement until May 4, 2022, as the greatest of (a) 2%, (b) Federal Funds Rate plus .05%, (c) LIBOR plus 1%, or (d) Wells Fargo Prime Rate. On May 4, 2022, the Base rate was changed to the greatest of (a) 2%, (b) Federal Funds rate plus 0.5%, (c) Term SOFR for a one-month tenor in effect on such day plus 1%, provided that this clause (c) shall not be applicable during any period in which Term SOFR is unavailable or unascertainable. The Base Rate was 11.4% as of June 30, 2025. Upon defaulting on the loan obligations, the Company is being charged an additional 2% interest per annum. As the Company has defaulted on this note, all interest is accruing and added to the total outstanding balance. The Company paid certain debt issuance costs totaling $755,650 which were amortized as interest expense over the term of the agreement.

 

The line of credit requires the Company to meet certain affirmative and negative covenants, including maintenance of specified financial ratios. The Company was not in compliance with some of these covenants as of June 30, 2025, and the related debt balances covered by these covenants have been included in current liabilities. The 2021 note payable and 2021 revolving loan are collateralized by substantially all of the Company’s assets and contain cross-default provisions.

 

On June 2, 2025, July 7, 2025, August 11, 2025 and August 22, 2025, the Company entered into forbearance agreements related to the 2021 Note Payable and 2021 Revolving Loan. A $5,000,000 exit fee was recorded as of June 30, 2025 in the accompanying balance sheet and statement of operations related to the June 2, 2025 forbearance agreement. In the August 11, 2025 forbearance agreement the Company agreed to an additional $5,000,000 exit fee, totaling $10,000,000 of exit fees. The forbearance agreements also extended the forbearance periods, and the most recent forbearance agreement extends the forbearance period to October 24, 2025.

 

2023 Subordinated Note Payable

On December 26, 2023, the Company entered into a subordinated note payable agreement with a lender that gives the Company the ability to request funds up to $1,000,000 three times, which has a maturity date of December 31, 2027. The note payable accrues interest at a per annum rate of 20%, which is included in the outstanding amount and is due at maturity. If there is an event of default, all obligations shall bear interest at a rate per annum of 24%. If the balance is paid off before maturity, a prepayment penalty equal to interest that would have been charged from the date of prepayment to the date of maturity plus an exit fee of 10% of the principal balance. The 2023 subordinated note payable is collateralized by a second-position lien on substantially all of the Company’s assets.

 

9
 

 

7. Common Stock

On June 30, 2025, the Company reorganized into a holding company structure, pursuant to which the Company became a wholly-owned subsidiary of Intermediate, which is a wholly-owned subsidiary of Holdco. The designations, rights, powers and preferences, and the qualifications, limitations and restrictions, of the Holdco common stock and each series of the Holdco preferred stock are the same as those of the Company’s prior common stock and the corresponding series of the Company’s prior preferred stock, respectively. All outstanding warrants and options to purchase the Company’s stock became options and warrants to purchase Holdco stock for the same number of shares (and type) of Holdco stock.

 

As of June 30, 2025, the Company has 100 shares of common stock ($.001 par value) authorized, issued and outstanding, all 100 shares of which are owned by Intermediate.

 

8. Notes Receivable from Shareholders

The Company had an outstanding note receivable from a shareholder totaling $262,939 as of December 31 2024, for the purpose of assisting the individual in purchasing shares of common stock of the Company. The note is recorded in shareholders’ deficit as the note is secured by the common stock purchased. The note bears an annual interest rate of 2%, and principal and interest are due in lump sums beginning on August 2017, the earlier of January 2027 or a change of control in the Company. The 2017 maturity date payments are delinquent and have not yet been paid as of the date of this report; however, as of June 30, 2025, management deemed this note to be uncollectible and, as such, it was reduced against additional paid-in-capital.

 

In connection with the merger of Phoenix in 2015, the Company assumed a note receivable from a certain former employee of Phoenix. The promissory note totals $661,216 as of December 31 2024, and bears interest at 0.48% per annum. The note is due on the earlier of (i) December 20, 2026, (ii) a change in control of the Company, (iii) the Company effecting an IPO, or (iv) the closing of any private sale of the pledged common stock. The note is recorded in shareholders’ deficit. As of June 30, 2025, management deemed this note to be uncollectible and, as such, it was reduced against additional paid-in-capital.

 

9. Subsequent Events

The Company has evaluated events and transactions that have occurred from July 1, 2025, through October 15, 2025, the date these condensed financial statements were available to be issued.

 

On August 22, 2025, CareCloud Holdings, Inc (CareCloud Holdings), a wholly-owned subsidiary of CareCloud, Inc., purchased certain of the Company’s assets. The aggregate purchase price for the acquisition was $16,500,000, plus the assumption of certain liabilities. The purchase price was comprised of: (i) $8,250,000 in cash, subject to provisions as set forth in the agreement and (ii) $8,250,000 payable by CareCloud Holdings to the Company’s secured bank lender pursuant to a deferred payment agreement, bearing interest at a rate of 12% per year with a maturity date of February 20, 2026 (which was paid on September 3, 2025).

 

10