UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended March 31, 2025
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission file number: 001-41992
(Exact Name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction of Incorporation or Organization) | (I.R.S. Employer Identification No.) | |||||||
(Address of Principal Executive Offices) | (Zip Code) | |||||||
(251 ) 639-8100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading symbol | Name of each exchange on which registered | ||||||
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ý No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ý No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | ý | ||||||||||||||||||
| Non-accelerated filer | ¨ | Smaller reporting company | ||||||||||||||||||
| Emerging growth company | ||||||||||||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ¨ | |||||||||||||||||||
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ý
As of May 1, 2025, there were 15,023,378 shares of the issuer’s common stock outstanding.
1
TRUBRIDGE, INC.
Quarterly Report on Form 10-Q
(For the three months ended March 31, 2025)
TABLE OF CONTENTS
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| Item 1A. | ||||||||
| Item 2. | ||||||||
| Item 3. | ||||||||
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PART I
FINANCIAL INFORMATION
Item 1. | Financial Statements. | ||||
TRUBRIDGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share data)
(Unaudited)
| March 31, 2025 | December 31, 2024 | ||||||||||
| Assets | |||||||||||
| Current assets: | |||||||||||
| Cash and cash equivalents | $ | $ | |||||||||
Accounts receivable, net of allowance for credit losses of $ | |||||||||||
Current portion of financing receivables, net of allowance for credit losses of $ | |||||||||||
| Inventories | |||||||||||
| Prepaid income taxes | |||||||||||
| Prepaid expenses and other current assets | |||||||||||
| Assets held for sale | |||||||||||
| Total current assets | |||||||||||
| Property and equipment, net | |||||||||||
| Software development costs, net | |||||||||||
| Operating lease right-of-use assets | |||||||||||
Financing receivables, less current portion, net of allowance for credit losses of $ | |||||||||||
| Other assets, less current portion | |||||||||||
| Intangible assets, net | |||||||||||
| Goodwill | |||||||||||
| Total assets | $ | $ | |||||||||
| Liabilities and Stockholders’ Equity | |||||||||||
| Current liabilities: | |||||||||||
| Accounts payable | $ | $ | |||||||||
| Current portion of long-term debt | |||||||||||
| Deferred revenue | |||||||||||
| Accrued vacation | |||||||||||
| Income taxes payable | |||||||||||
| Other accrued liabilities | |||||||||||
| Total current liabilities | |||||||||||
| Long-term debt, less current portion | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Deferred tax liabilities | |||||||||||
| Total liabilities | |||||||||||
| Stockholders’ equity: | |||||||||||
Common stock, $ | |||||||||||
| Additional paid-in capital | |||||||||||
| Accumulated deficit | ( | ( | |||||||||
| Accumulated other comprehensive income | |||||||||||
Treasury stock, | ( | ( | |||||||||
| Total stockholders’ equity | |||||||||||
| Total liabilities and stockholders’ equity | $ | $ | |||||||||
3
TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Revenues | |||||||||||
| Financial Health | $ | $ | |||||||||
| Patient Care | |||||||||||
| Total revenues | |||||||||||
| Expenses | |||||||||||
| Costs of revenue (exclusive of amortization and depreciation) | |||||||||||
| Financial Health | |||||||||||
| Patient Care | |||||||||||
| Total costs of revenue (exclusive of amortization and depreciation) | |||||||||||
| Product development | |||||||||||
| Sales and marketing | |||||||||||
| General and administrative | |||||||||||
| Amortization | |||||||||||
| Depreciation | |||||||||||
| Total expenses | |||||||||||
| Operating income (loss) | ( | ||||||||||
| Other income (expense): | |||||||||||
| Interest expense | ( | ( | |||||||||
| Other income | |||||||||||
| Total other expense | ( | ( | |||||||||
| Income (loss) before taxes | ( | ||||||||||
| Provision (benefit) for income taxes | ( | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Net income (loss) per common share—basic | $ | $ | ( | ||||||||
| Net income (loss) per common share—diluted | $ | $ | ( | ||||||||
| Weighted average shares outstanding used in per common share computations: | |||||||||||
| Basic | |||||||||||
| Diluted | |||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
4
TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Other comprehensive income (loss): | |||||||||||
| Foreign currency translation adjustment | ( | ||||||||||
| Comprehensive income (loss) | $ | $ | ( | ||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
5
TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
| Common Stock | Additional Paid-in-Capital | Accumulated Other Comprehensive Income | Accumulated Earnings (Deficit) | Treasury Stock | Total Stockholders’ Equity | ||||||||||||||||||||||||||||||||||||
| Shares | Amount | ||||||||||||||||||||||||||||||||||||||||
Three Months Ended March 31, 2025 and 2024: | |||||||||||||||||||||||||||||||||||||||||
Balance at December 31, 2024 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
| Net income | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | ( | — | — | ( | ||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Forfeiture of restricted stock | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Treasury stock acquired | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
Balance at March 31, 2025 | $ | $ | $ | $ | ( | $ | ( | $ | |||||||||||||||||||||||||||||||||
Balance at December 31, 2023 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
| Net loss | — | — | — | — | ( | — | ( | ||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustment | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Issuance of restricted stock | — | — | — | — | — | — | |||||||||||||||||||||||||||||||||||
| Forfeiture of common stock | ( | — | — | — | — | — | — | ||||||||||||||||||||||||||||||||||
| Stock-based compensation | — | — | — | — | — | ||||||||||||||||||||||||||||||||||||
| Treasury stock acquired | — | — | — | — | — | ( | ( | ||||||||||||||||||||||||||||||||||
Balance at March 31, 2024 | $ | $ | $ | $ | $ | ( | $ | ||||||||||||||||||||||||||||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
6
TRUBRIDGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Three Months Ended March 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Operating Activities: | |||||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Adjustments to net income (loss): | |||||||||||
| Provision for credit losses | |||||||||||
| Deferred taxes | ( | ( | |||||||||
| Stock-based compensation | |||||||||||
| Depreciation | |||||||||||
| Gain on sale of business | ( | ( | |||||||||
| Amortization of acquisition-related intangibles | |||||||||||
| Amortization of software development costs | |||||||||||
| Amortization of deferred finance costs | |||||||||||
| Non-cash operating lease costs | |||||||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accounts receivable | ( | ( | |||||||||
| Financing receivables | |||||||||||
| Inventories | ( | ||||||||||
| Prepaid expenses and other current assets | ( | ||||||||||
| Accounts payable | |||||||||||
| Deferred revenue | ( | ||||||||||
| Operating lease liabilities | ( | ( | |||||||||
| Other liabilities | ( | ( | |||||||||
| Income taxes, net | |||||||||||
| Net cash provided by (used in) operating activities | ( | ||||||||||
| Investing Activities: | |||||||||||
| Sale of business, net of cash and cash equivalents sold | |||||||||||
| Investment in software development | ( | ( | |||||||||
| Purchase of property and equipment | ( | ( | |||||||||
| Net cash (used in) provided by investing activities | ( | ||||||||||
| Financing Activities: | |||||||||||
| Payments of long-term debt principal | ( | ( | |||||||||
| Proceeds from revolving line of credit | |||||||||||
| Payments of revolving line of credit | ( | ( | |||||||||
| Debt issuance costs | ( | ||||||||||
| Treasury stock purchases | ( | ( | |||||||||
| Net cash used in financing activities | ( | ( | |||||||||
| Increase (decrease) in cash and cash equivalents | ( | ||||||||||
| Change in cash and cash equivalents included in assets sold | ( | ||||||||||
| Cash and cash equivalents at beginning of period | |||||||||||
| Cash and cash equivalents at end of period | $ | $ | |||||||||
| Supplemental disclosure of cash flow information: | |||||||||||
| Cash paid for interest | $ | $ | |||||||||
| Cash paid for income taxes | $ | $ | |||||||||
The accompanying notes are an integral part of these condensed consolidated financial statements.
7
TRUBRIDGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and include all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are considered of a normal recurring nature. Quarterly results of operations are not necessarily indicative of annual results.
Certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2024 was derived from the audited consolidated balance sheet at that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of TruBridge, Inc. (“TruBridge” or the “Company”) for the year ended December 31, 2024 and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.
Reportable Segments Presentation Changes
Revision of Previously Issued Financial Statements
During the year ended December 31, 2024, the Company reversed revenue from customers that was recognized improperly during the prior year. The Company assessed the materiality of this error on prior period consolidated financial statements in accordance with the SEC Staff Accounting Bulletin No. 108, “Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in the Current Year Financial Statements.” In its assessment, the Company concluded based on quantitative and qualitative analysis that this error was not material to the Company’s consolidated financial statements for the 2023 fiscal year or any interim periods therein.
8
Accordingly, the Company made corrections, as disclosed in the table below, to the condensed consolidated financial statements for the three months ended March 31, 2024:
| (In thousands, except per share data) | As previously reported | Impact of revision | As adjusted | ||||||||||||||
| Condensed Consolidated Statement of Operations | |||||||||||||||||
| Revenue: | |||||||||||||||||
| Financial Health | $ | $ | $ | ||||||||||||||
| Patient Care | |||||||||||||||||
| Total revenue | $ | $ | $ | ||||||||||||||
| Operating loss | ( | ( | |||||||||||||||
| Loss before taxes | ( | ( | |||||||||||||||
| Benefit from income taxes | ( | ( | |||||||||||||||
| Net loss | ( | ( | |||||||||||||||
| Net loss per share - basic | $ | ( | $ | ( | |||||||||||||
| Net loss per share - diluted | $ | ( | $ | ( | |||||||||||||
| Condensed Consolidated Statement of Comprehensive Income (Loss) | |||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | ||||||||||||
| Comprehensive income (loss) | ( | ( | |||||||||||||||
| Condensed Consolidated Statement of Equity | |||||||||||||||||
| Retained Earnings Balance at December 31, 2023 | $ | $ | ( | $ | |||||||||||||
| Total Stockholders’ Equity at December 31, 2023 | ( | ||||||||||||||||
| Net income (loss) | ( | ( | |||||||||||||||
| Retained Earnings | ( | ||||||||||||||||
| Total Stockholders’ Equity at March 31, 2024 | ( | ||||||||||||||||
| Condensed Consolidated Statement of Cash Flows | |||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | ||||||||||||
| Accounts receivable | ( | ( | ( | ||||||||||||||
| Income taxes, net | |||||||||||||||||
Principles of Consolidation
The condensed consolidated financial statements of TruBridge include the accounts of the Company and its wholly-owned subsidiaries. All significant intercompany balances and transactions have been eliminated.
Subsequent Events
9
2. RECENT ACCOUNTING PRONOUNCEMENTS
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”), which requires public entities to provide disclosure of disaggregated information in the entity’s tax rate reconciliation, as well as disclosure of income taxes paid disaggregated by jurisdiction. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.
In November 2024, the FASB issued ASU 2024-03, “Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures” (“ASU 2024-03”), which requires additional disclosure of certain costs and expenses within the notes to the financial statements. The new standard is effective for fiscal years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The new standard is to be applied on a prospective basis, but retrospective application is permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.
3. REVENUE RECOGNITION
Our contracts with customers can include various combinations of products and services, which products and services are generally distinct and accounted for as separate performance obligations. Revenue is recognized upon transfer of control of promised products or services to clients in an amount that reflects the consideration we expect to receive in exchange for those products and services. The Company employs the 5-step revenue recognition model under ASC 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when (or as) the entity satisfies a performance obligation.
Revenue is recognized net of shipping charges and any taxes collected from clients, which are subsequently remitted to governmental authorities.
•Financial Health
Our Financial Health business unit provides an array of revenue cycle management (“RCM”) services consisting of accounts receivable management, private pay services, insurance services, medical coding, electronic billing, statement processing, payroll processing, and contract management. Fees are recognized over the period of the client contractual relationship as the services are performed. We generally determine stand-alone selling prices (“SSP”) based on a standard list price for each product, taking into consideration certain factors, including contract length and the number of subscriptions or licenses purchased within the contract. Judgment is required in determining whether performance obligations are distinct, the SSP, and the amount of variable consideration to reflect the transaction price. Fees for many of these services are invoiced, and revenue recognized accordingly, based on the volume of transactions or a percentage of client accounts receivable collections. Payment is due monthly for RCM services with certain amounts varying based on utilization and/or volumes.
Our Financial Health business unit also provides professional IT services. Revenue from professional IT services is recognized as the services are performed based on SSP, which is determined by observable stand-alone selling prices. Payment is due monthly as services are performed.
Lastly, our Financial Health business unit also provides certain software solutions and related support under Software as a Service (“SaaS”) arrangements and time-based software licenses. Revenue from SaaS arrangements is recognized in a manner consistent with SaaS arrangements for electronic health records (“EHR”) software, as discussed below. Revenue from time-based software licenses is recognized upon delivery to the client (“point in time”) and revenue from non-license components (i.e., support) is recognized ratably over the respective contract term (“over time”). SSP for time-based licenses is determined using the residual approach, while the non-license component is based on cost plus reasonable margin.
•Patient Care
The Company enters into contractual obligations to sell perpetual software licenses, installation, conversion, and related training services, software application support, hardware, and hardware maintenance services to acute care hospitals. The Company also enters into contractual obligations to sell SaaS, time-based software licenses, implementation and customization professional services, and software application support services to a variety
10
of healthcare organizations, including hospital systems, health ministries, and government and non-profit organizations.
•Recurring Revenues
•Software application support and hardware maintenance services sold with software licenses and hardware are separate and distinct performance obligations. Revenue for support and maintenance services is recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally to five years . Payment is due either monthly for support and maintenance services provided or for the full amount of annual support fees at the beginning of an annual license.
•Revenue from subscriptions to third-party content is recognized as a separate performance obligation ratably over the subscription term based on SSP, which is cost plus a reasonable margin, and revenue is recognized on a gross basis. Payment is due monthly for subscriptions to third-party content.
•SaaS arrangements for EHR software and related conversion and training services are considered a single performance obligation. Revenue is recognized on a monthly basis as the SaaS and related services are provided to the client over the contract term. Payment is due monthly for SaaS and related services.
•Term-based software licenses are considered a separate and distinct performance obligation. Revenue is recognized based on SSP, which is directly observable, at the point in time the term-based licenses are delivered to the client or upon annual renewal. Payment is generally due upon delivery of licenses or annual renewal.
•Non-recurring Revenues
•Perpetual software licenses and installation, conversion, and related training services for acute care customers are not considered separate and distinct performance obligations due to the proprietary nature of our software and are, therefore, accounted for as a single performance obligation on a module-by-module basis. Revenue is recognized as each module's implementation is completed based on the module's SSP, net of discounts. We determine each module's SSP using the residual method. Fees for licenses and installation, conversion, and related training services are typically due in three installments: (1) at placement of order, (2) upon installation of software and commencement of training, and (3) upon satisfactory completion of monthly accounting cycle or end-of-month operation by application and as applicable for each application. Often, short-term and/or long-term financing arrangements are provided for software implementations; refer to Note 11 - Financing Receivables for further information. Patient Care implementations include a system warranty that terminates thirty days from the software go-live date, the date which the client begins using the system in a live environment.
•Hardware revenue is recognized separately from software licenses at the point in time it is delivered to the client. The SSP of hardware is cost plus a reasonable margin and revenue is recognized on a gross basis. Payment is generally due upon delivery of the hardware to the client. Standard manufacturer warranties apply to hardware.
•Implementation and customization services are considered a separate and distinct performance obligation. Revenue is recognized over time based on SSP, which is generally directly observable. Payment for professional services is typically due in two installments: (1) upon signature of the agreement and (2) upon customer acceptance of the delivered services.
11
The following table represents revenues disaggregated by category for the three months ended March 31, 2025 and 2024.
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Recurring revenues | |||||||||||
| Financial Health | $ | $ | |||||||||
| Patient Care | |||||||||||
| Total recurring revenues | |||||||||||
| Non-recurring revenues | |||||||||||
| Financial Health | |||||||||||
| Patient Care | |||||||||||
| Total non-recurring revenues | |||||||||||
| Total revenues | $ | $ | |||||||||
Deferred Revenue
Deferred revenue represents amounts invoiced to clients for which the services under contract have not been completed and revenue has not been recognized, including annual renewals of certain software subscriptions and customer deposits for implementations to be performed at a later date. Revenue is recognized ratably over the life of the software subscriptions as services are provided and at the point-in-time when implementations have been completed.
The following table details deferred revenue recorded and revenue recognized from amounts included in deferred revenue for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Deferred revenue recorded | |||||||||||
| Less deferred revenue recognized as revenue | ( | ( | |||||||||
| Ending balance | $ | $ | |||||||||
The deferred revenue recorded during the three months ended March 31, 2025 and 2024 is comprised primarily of the annual renewals of certain software subscriptions billed during the first quarter of each year and deposits collected for future Patient Care software installations. The deferred revenue recognized as revenue during the three months ended March 31, 2025 and 2024 is comprised primarily of the periodic recognition of annual renewals that were deferred until earned and deposits for future Patient Care software installations that were earned during the period.
Costs to Obtain and Fulfill Contracts with a Customer
Costs to obtain contracts include the sales commission paid to the Company sales force related to SaaS and Financial Health arrangements, which are capitalized and amortized ratably over the expected life of the customer contract. As a practical expedient, we generally recognize the incremental costs of obtaining a contract as an expense when incurred if the amortization period of the asset would have been one year or less. Costs to obtain a contract are recorded within the caption “Expenses - Sales and marketing” in the accompanying condensed consolidated statements of operations.
Contract fulfillment costs related to the implementation of SaaS arrangements are capitalized and amortized ratably over the expected life of the customer contract. Costs to fulfill contracts consist of the payroll costs for the implementation of SaaS arrangements, including time for training, conversions, and installation that is necessary for the software to be utilized. Contract fulfillment costs are recorded within the caption “Costs of revenue (exclusive of amortization and depreciation) - Patient Care” in the accompanying condensed consolidated statements of operations.
Costs to obtain and fulfill contracts related to SaaS and Financial Health arrangements are included within the “Prepaid expenses and other current assets” and "Other assets, net of current portion" line items on our condensed consolidated
12
balance sheets. The following table details the costs to obtain and fulfill contracts with customers for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Beginning balance | $ | $ | |||||||||
| Costs to obtain and fulfill contracts capitalized | |||||||||||
| Less costs to obtain and fulfill contracts recognized as expense | ( | ( | |||||||||
| Ending balance | $ | $ | |||||||||
Disclosures regarding remaining performance obligations are not considered material as the overwhelming majority of the Company's remaining performance obligations either (a) are related to contracts with an expected duration of one year or less, or (b) exhibit revenue recognition in the amount to which the Company has the right to invoice.
4. BUSINESS COMBINATIONS AND DISPOSITIONS
Sale of American HealthTech, Inc.
On January 16, 2024, we entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, American HealthTech, Inc. a Mississippi corporation (“AHT”), and Healthland Inc., a Minnesota corporation and an indirect, wholly-owned subsidiary of the Company (“Healthland” and, together with the Company, the “Seller Parties”) and PointClickCare Technologies USA Corp., a Delaware corporation (“Buyer”). The Transaction (hereinafter defined) also closed on January 16, 2024. Under the Purchase Agreement, Buyer purchased from Healthland all of the issued and outstanding capital stock of AHT (the “Transaction”), with AHT becoming a wholly-owned subsidiary of Buyer. Prior to this transaction, results for AHT were reported within our Patient Care operating segment.
13
The Purchase Agreement provided for an aggregate purchase price (the “Purchase Price”) of $25.0 million (the “Base Cash Consideration”), subject to adjustments based on working capital, cash, indebtedness and transaction expenses of AHT. Additionally, pursuant to the Purchase Agreement, a total of approximately $3.8 million was withheld from the Base Cash Consideration at the closing and deposited by Buyer into various escrow accounts with an escrow agent, including $2.5 million as a general indemnity escrow and $1.0 million as a special indemnity escrow. Based upon the adjustments and the various escrow holdbacks, Buyer paid a net amount of approximately $21.4 million to Healthland at the closing. The Purchase Price was subject to a post-closing true-up. In connection with the closing of the Transaction, Buyer provided offers of employment to certain key employees of the Company that primarily supported AHT’s business.
As part of the divestiture, as of January 16, 2024 we entered into a transition services agreement (“TSA”) with Buyer to assist them in the transition of certain functions, including, but not limited to, information technology, finance and accounting, for an initial period of 18 months, with certain services being completed prior to the 18-month period. In addition to the agreed upon services, the TSA allows for additional services to be offered by the Company pursuant to a mutually agreed upon amendment to the TSA. No such amendments have been executed as of March 31, 2025. The Company has $0.3 million in receivables from Buyer for the TSA services reflected under the caption “Accounts receivable” in the condensed consolidated balance sheet as of March 31, 2025.
For the three months ended March 31, 2025 and 2024, the Company has recorded a $0.1 million and $1.3 million gain on sale, respectively, which is reflected under the caption “Other income (expense)” in the condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024.
For the three months ended March 31, 2025, the Company received the general indemnity escrow of $2.5 million, partially offset by $0.3 million for the working capital adjustment.
The following table presents the pretax loss for AHT that is included in our condensed consolidated statements of operations for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Pretax loss | $ | $ | ( | ||||||||
5. PROPERTY AND EQUIPMENT
Property and equipment, net was comprised of the following at March 31, 2025 and December 31, 2024:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Buildings and improvements | |||||||||||
| Computer equipment | |||||||||||
| Leasehold improvements | |||||||||||
| Office furniture and fixtures | |||||||||||
| Automobiles | |||||||||||
| Property and equipment, gross | |||||||||||
| Less: accumulated depreciation | ( | ( | |||||||||
| Property and equipment, net | $ | $ | |||||||||
Assets Held for Sale
ASC Topic 360-10, Property, Plant and Equipment — Overall, requires a long-lived asset to be classified as “held for sale” in the period in which certain criteria are met. The Company classifies real estate assets as held for sale after the following conditions have been satisfied: (1) management, having the appropriate authority, commits to a plan to sell the asset, (2) the asset is available for immediate sale in its present condition, (3) the Company has initiated an active program to sell the asset, (4) it is probable the sale of the asset will be completed within one year, and (5) it is unlikely the plan to sell the asset will change.
During the fourth quarter of 2024, the Company committed to a plan to sell land and a building located in Mobile, Alabama
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and determined the assets met the criteria for classification as held for sale as of December 31, 2024. As of December 31, 2024 and March 31, 2025, the Company recorded the assets held for sale at their fair value of $0.6 0.1 million, which is included in “Assets held for sale” in the accompanying condensed consolidated balance sheets. On April 9, 2025, the Company sold the building and a portion of the land for $0.3 million. The carrying value of the assets sold included in “Assets held for sale” is $0.2 million. The remaining unsold land has an estimated fair value of approximately $0.4 million.
6. SOFTWARE DEVELOPMENT
Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. We capitalize incurred labor costs for software development from the time the preliminary project phase is completed until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We amortize capitalized software values on a straight-line basis over their estimated useful life of five years . If the actual useful life of the asset is determined to be shorter than our estimated useful life, we will amortize the remaining book value over the remaining actual useful life, or the asset may be deemed to be impaired and, accordingly, a write-down of the value of the asset may be recorded as a charge to earnings. Amortization begins when the related software features are placed in service.
Software development costs, net was comprised of the following at March 31, 2025 and December 31, 2024:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Software development costs | $ | $ | |||||||||
| Less: accumulated amortization | ( | ( | |||||||||
| Software development costs, net | $ | $ | |||||||||
7. OTHER ACCRUED LIABILITIES
Other accrued liabilities was comprised of the following at March 31, 2025 and December 31, 2024:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Salaries and benefits | $ | $ | |||||||||
| Severance | |||||||||||
| Commissions | |||||||||||
| Operating lease liabilities, current portion | |||||||||||
| Other | |||||||||||
| Other accrued liabilities | $ | $ | |||||||||
8. NET INCOME PER SHARE
The Company presents basic and diluted earnings per share (“EPS”) data for its common stock. Basic EPS is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements.
The Company's unvested restricted stock awards (see Note 10 - Stock-Based Compensation and Equity) are considered participating securities under ASC 260, Earnings Per Share, because they entitle holders to non-forfeitable rights to dividends until the awards vest or are forfeited. When a company has a security that qualifies as a “participating security,” ASC 260 requires the use of the two-class method when computing basic EPS. The two-class method is an earnings allocation formula that determines EPS for each class of common stock and participating security according to dividends declared (or accumulated) and participation rights in undistributed earnings. In determining the amount of net income to allocate to common stockholders, income is allocated to both common stock and participating securities based on their respective weighted average shares outstanding for the period, with net income attributable to common stockholders ultimately equaling net income less net income attributable to participating securities. Diluted EPS for the Company's common stock is computed using the more dilutive of the two-class method or the treasury stock method.
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The following is a calculation of the basic and diluted EPS for the Company's common stock, including a reconciliation between net income and net income attributable to common stockholders:
| Three Months Ended March 31, | |||||||||||
| (In thousands, except per share data) | 2025 | 2024 | |||||||||
| Net income (loss) | $ | $ | ( | ||||||||
| Less: Net (income) loss attributable to participating securities | ( | ||||||||||
| Net income (loss) attributable to common stockholders | $ | $ | ( | ||||||||
| Weighted average shares outstanding used in basic per common share computations | |||||||||||
| Add: Dilutive potential common shares | |||||||||||
| Weighted average shares outstanding used in diluted per common share computations | |||||||||||
| Basic EPS | $ | $ | ( | ||||||||
| Diluted EPS | $ | $ | ( | ||||||||
During 2023, 2024 and 2025, performance share awards were granted to certain executive officers and key employees of the Company that will result in the issuance of common stock if the predefined performance criteria are met. The awards provide for an aggregate target of 502,804 shares, of which none have been included in the calculation of diluted EPS for the three months ended March 31, 2025 because the related threshold award performance levels have not been achieved as of March 31, 2025. See Note 10 - Stock-Based Compensation and Equity for more information.
9. INCOME TAXES
Effective tax rate
The Company determines the tax provision for interim periods using an estimate of our annual effective tax rate ("ETR") adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual ETR, and if our estimated annual ETR changes, we make a cumulative adjustment. If a reliable estimate of the annual ETR cannot be made, the actual ETR for the year to date may be the best estimate of the annual ETR.
Our estimated annual ETR, including discrete items, for the three months ended March 31, 2025, was 90.7 % compared to 42.7 % for the three months ended March 31, 2024. The primary contributing factors to the difference between the estimated annual ETR for the three months ended March 31, 2025 of 90.7 % and the statutory tax rate of 21%, are the increase in the federal and state valuation allowance on deferred tax assets and the decrease related to the windfall tax benefit from the restricted stock awards (“RSAs”) vested during the quarter. The estimated annual ETR differs from the comparable quarter primarily as a result of the increase in the valuation allowance, which was initially established during the quarter ended September 30, 2024.
The Company recognized $4.5 million of income tax expense for the three months ended March 31, 2025, primarily driven by its expected current taxable income and the valuation allowance against deferred tax assets.
Valuation allowance
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ending March 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.
The amount of the deferred tax assets considered realizable, however, could be adjusted if estimates of future taxable income during the carryforward period are adjusted, or if objective negative evidence in the form of cumulative losses is no longer present and additional weight is given to subjective evidence such as our projections for future growth.
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10. STOCK-BASED COMPENSATION AND EQUITY
Stock-based compensation expense is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employees’ or non-employee directors’ requisite service period.
The following table details total stock-based compensation expense for the three months ended March 31, 2025 and 2024, included in the condensed consolidated statements of operations:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Costs of revenue (exclusive of amortization and depreciation) | $ | $ | |||||||||
| Other expenses (including G&A, S&M, and product development) | |||||||||||
| Pre-tax stock-based compensation expense | |||||||||||
| Less: income tax effect | ( | ( | |||||||||
| Net stock-based compensation expense | $ | $ | |||||||||
The Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted pursuant to the Company's Amended and Restated 2019 Incentive Plan (the "Plan"). As of March 31, 2025, there was $14.4 million of unrecognized compensation expense related to unvested and unearned, as applicable, stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period of 2.3 years.
Restricted Stock
The Company grants restricted stock to executive officers, certain key employees and non-employee directors under the Plan with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is granted. During the vesting period, recipients of restricted stock are entitled to dividends and possess voting rights. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which ranges from to three years . The Company records expenses for these grants on a straight-line basis over the applicable vesting periods.
A summary of restricted stock activity under the Plan during the three months ended March 31, 2025 and 2024 is as follows:
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||
| Shares | Weighted-Average Grant Date Fair Value Per Share | Shares | Weighted-Average Grant Date Fair Value Per Share | ||||||||||||||||||||
| Unvested restricted stock outstanding at beginning of period | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Vested | ( | ( | |||||||||||||||||||||
| Forfeited | ( | ( | |||||||||||||||||||||
| Unvested restricted stock outstanding at end of period | $ | $ | |||||||||||||||||||||
Performance Share Awards
The Company grants performance share awards to executive officers and certain key employees under the Plan, with the number of shares of common stock earned and issuable under each award determined at the end of a three-year performance period, based on the Company's achievement of performance goals predetermined by the Compensation Committee of the Board of Directors at the time of grant. These performance share awards include a modifier to the total number of shares earned based on the Company's total shareholder return (“TSR”) compared to a small-cap stock market index. If certain levels of the performance objective are met, the award results in the issuance of shares of common stock corresponding to such level. Performance share awards that result in the issuance of shares of common stock are not subject to time-based vesting at the conclusion of the three-year performance period.
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In the event that the Company's financial performance meets the predetermined targets for the performance objectives of the performance share awards, the Company will issue each award recipient the number of shares of common stock equal to the target award specified in the individual's underlying performance share award agreement. In the event the financial results of the Company exceed the predetermined targets, additional shares up to the maximum award may be issued. In the event the financial results of the Company fall below the predetermined targets, a reduced number of shares may be issued. If the financial results of the Company fall below the threshold performance levels, no shares may be issued. The total number of shares issued for the performance share award may be increased, decreased, or unchanged based on the TSR modifier described above.
The recipients of performance share awards do not receive dividends or possess voting rights during the performance period and, accordingly, the fair value of the performance share awards is the quoted market value of TruBridge’s common stock on the grant date less the present value of the expected dividends not received during the relevant period. The TSR modifier applicable to the performance share awards is considered a market condition and therefore is reflected in the grant date fair value of the award. A Monte Carlo simulation has been used to account for this market condition in the grant date fair value of the award.
Expense related to performance share awards is recognized using ratable straight-line amortization over the three-year performance period. In the event the Company determines it is no longer probable that the minimum performance level will be achieved, all previously recognized compensation expense related to the applicable awards is reversed in the period such a determination is made.
A summary of performance share award activity under the Plan during the three months ended March 31, 2025 and 2024 is as follows, based on the target award amounts set forth in the performance share award agreements:
| Three Months Ended March 31, 2025 | Three Months Ended March 31, 2024 | ||||||||||||||||||||||
| Shares | Weighted-Average Grant Date Fair Value Per Share | Shares | Weighted-Average Grant Date Fair Value Per Share | ||||||||||||||||||||
| Performance share awards outstanding at beginning of period | $ | $ | |||||||||||||||||||||
| Granted | |||||||||||||||||||||||
| Forfeited or unearned | ( | ( | |||||||||||||||||||||
| Performance share awards outstanding at end of period | $ | $ | |||||||||||||||||||||
Stock Repurchases
We repurchased 65,787 and 41,000 shares during the three months ended March 31, 2025 and 2024, respectively, to fund required tax withholdings related to the vesting of restricted stock.
Common Stock Rights Agreement
On March 26, 2024, the Company’s board of directors declared a dividend of one right (a “Right”) for each of the Company’s issued and outstanding shares of common stock. The dividend was paid to the stockholders of record at the close of business on April 4, 2024. The complete description and terms of the Rights are set forth in the Rights Agreement, dated as of March 26, 2024, by and between the Company and Computershare Trust Company, N.A. as rights agent, as amended by the Amendment to the Rights Agreement dated as of April 22, 2024 (as amended, the “Rights Agreement”).
Each Right initially entitled the registered holder, subject to the terms of the Rights Agreement, to purchase from the Company one half of a share of common stock, at an exercise price of $28.00 for each one half of a share of common stock (equivalent to $56.00 for each whole share of common stock), subject to certain adjustments.
The Company analyzed the terms governing the Rights under ASC 480, Distinguishing Liabilities from Equity, and concluded that the Rights were a freestanding financial instrument that qualified for liability classification. Specifically, the provisions within the Rights Agreement provided for scenarios outside of the Company’s control that could require the Company to settle a portion of the Rights in cash, rather than in shares of common stock.
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On February 11, 2025, the Company and Computershare Trust Company, N.A. entered into the Second Amendment to the Rights Agreement. The amendment terminated the Rights Agreement by accelerating the expiration of the Rights to February 12, 2025. At the time of the termination of the Rights Agreement, all of the Rights, which were previously distributed to holders of the Company’s issued and outstanding common stock, par value $0.001 , pursuant to the Rights Agreement, expired.
The Rights were only exercisable upon the occurrence of certain events, which did not occur prior to the Rights expiring during the first quarter of 2025.
11. FINANCING RECEIVABLES
Short-Term Payment Plans
The Company provided fixed monthly payment arrangements ("short-term payment plans") over terms ranging from to twelve months for certain add-on software installations. As a practical expedient, we do not adjust the amount of consideration recognized as revenue for the financing component as unearned income when we expect payment within one year or less. These receivables, included in the current portion of financing receivables, were comprised of the following at March 31, 2025 and December 31, 2024:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Short-term payment plans, gross | $ | $ | |||||||||
| Less: allowance for credit losses | ( | ( | |||||||||
| Short-term payment plans, net | $ | $ | |||||||||
Long-Term Financing Arrangements
The Company provided financing for purchases of its information and patient care solutions to certain healthcare providers under long-term financing arrangements expiring in various years through 2028. Under long-term financing arrangements, the transaction price is adjusted by a discount rate that reflects market conditions that would be used for a separate financing transaction between the Company and licensee at contract inception, and takes into account the credit characteristics of the licensee and market interest rates as of the date of the agreement. As such, the amount of fixed fee revenue recognized at the beginning of the license term will be reduced by the calculated financing component. As payments are received from the licensee, the Company recognizes a portion of the financing component as interest income, reported as other income in the condensed consolidated statements of operations. These receivables typically have terms from to seven years .
The components of these receivables were as follows at March 31, 2025 and December 31, 2024:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Long-term financing arrangements, gross | $ | $ | |||||||||
| Less: allowance for expected credit losses | ( | ( | |||||||||
| Less: unearned income | ( | ( | |||||||||
| Long-term financing arrangements, net | $ | $ | |||||||||
Future minimum payments to be received subsequent to March 31, 2025 are as follows:
| (In thousands) | |||||
| Years Ending December 31, | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| Total minimum payments to be received | |||||
| Less: allowance for credit losses | ( | ||||
| Less: unearned income | ( | ||||
| Receivables, net | $ | ||||
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Credit Quality of Financing Receivables and Allowance for Credit Losses
The following table is a roll-forward of the allowance for credit losses for the three months ended March 31, 2025 and year ended December 31, 2024:
| (In thousands) | Balance at Beginning of Period | Change in Provision | Charge-offs | Sale of AHT | Balance at End of Period | ||||||||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| December 31, 2024 | $ | $ | $ | ( | $ | ( | $ | ||||||||||||||||||||||
The Company’s financing receivables are comprised of a single portfolio segment, as the balances are all derived from short-term payment plan arrangements and long-term financing arrangements within our target market of rural and community hospitals. The Company evaluates the credit quality of its financing receivables based on a combination of factors, including, but not limited to, customer collection experience, current and future economic conditions, the customer’s financial condition, and known risk characteristics impacting the respective customer base of hospitals, the most notable of which relate to enacted and potential changes in Medicare and Medicaid reimbursement rates as hospitals typically generate a significant portion of their revenues and related cash flows from beneficiaries of these programs. In addition to specific account identification, the Company utilizes historical collection experience to establish the allowance for expected credit losses. Financing receivables are written off only after the Company has exhausted all collection efforts.
Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms. To facilitate customer collection and credit monitoring efforts, financing receivable amounts are invoiced and reclassified to trade accounts receivable when they become due, with all invoiced amounts placed on non-accrual status. As a result, all past due amounts related to the Company’s financing receivables are included in trade accounts receivable in the accompanying condensed consolidated balance sheets. The following is an analysis of the age of financing receivables amounts (excluding short-term payment plans) that have been reclassified to trade accounts receivable and were past due as of March 31, 2025 and December 31, 2024:
| (In thousands) | 1 to 90 Days Past Due | 91 to 180 Days Past Due | 181 + Days Past Due | Total Past Due | |||||||||||||||||||
| March 31, 2025 | $ | $ | $ | $ | |||||||||||||||||||
| December 31, 2024 | $ | $ | $ | $ | |||||||||||||||||||
From time to time, the Company may agree to alternative payment terms outside of the terms of the original financing receivable agreement due to customer difficulties in achieving the original terms. In general, such alternative payment arrangements do not result in a re-aging of the related receivables. Rather, payments pursuant to any alternative payment arrangements are applied to the already outstanding invoices beginning with the oldest outstanding invoices as the payments are received.
Because amounts are reclassified to trade accounts receivable when they become due, there are no past due amounts included within current portion of financing receivables, net or financing receivables, less current portion in the accompanying condensed consolidated balance sheets.
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The Company utilizes an aging of trade accounts receivable as the primary credit quality indicator for its financing receivables, which is facilitated by the reclassification of customer payment amounts to trade accounts receivable when they become due. The table below categorizes customer financing receivable balances (excluding short-term payment plans) based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Stratification of uninvoiced client financing receivables based on aging of related trade accounts receivable: | |||||||||||
| Uninvoiced client financing receivables related to trade accounts receivable that are 1 to 90 Days Past Due | $ | $ | |||||||||
Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due | |||||||||||
Uninvoiced client financing receivables related to trade accounts receivable that are 181 + Days Past Due | |||||||||||
| Total uninvoiced client financing receivables balances of clients with a trade accounts receivable | $ | $ | |||||||||
| Total uninvoiced client financing receivables of clients with no related trade accounts receivable | |||||||||||
| Total financing receivables with contractual maturities of one year or less | |||||||||||
| Less: allowance for credit losses | ( | ( | |||||||||
| Total financing receivables | $ | $ | |||||||||
12. INTANGIBLE ASSETS AND GOODWILL
The following tables summarize the gross carrying amounts, accumulated amortization and accumulated impairment of identifiable intangible assets with definite lives by major class as of March 31, 2025 and December 31, 2024:
March 31, 2025 | |||||||||||||||||||||||||||||
| (In thousands) | Customer Relationships | Trademark | Developed Technology | Non-Compete Agreements | Total | ||||||||||||||||||||||||
| Gross carrying amount | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Accumulated amortization | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Accumulated impairment | ( | ( | |||||||||||||||||||||||||||
Net intangible assets as of March 31, 2025 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Weighted average remaining years of useful life | |||||||||||||||||||||||||||||
December 31, 2024 | |||||||||||||||||||||||||||||
| (In thousands) | Customer Relationships | Trademark | Developed Technology | Non-Compete Agreements | Total | ||||||||||||||||||||||||
| Gross carrying amount | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Accumulated amortization | ( | ( | ( | ( | ( | ||||||||||||||||||||||||
| Accumulated impairment | ( | ( | |||||||||||||||||||||||||||
Net intangible assets as of December 31, 2024 | $ | $ | $ | $ | $ | ||||||||||||||||||||||||
| Weighted average remaining years of useful life | |||||||||||||||||||||||||||||
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| (In thousands) | |||||
| For the year ended December 31, | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Thereafter | |||||
| Total | $ | ||||
The following table sets forth the change in the gross and carrying value of our goodwill balances by reportable segment for the three months ended March 31, 2025:
| (In thousands) | Financial Health | Patient Care | Total | ||||||||
Gross value at December 31, 2024 | $ | $ | $ | ||||||||
| Accumulated impairment | ( | ( | |||||||||
| Carrying value at December 31, 2024 | |||||||||||
| Gross value at March 31, 2025 | |||||||||||
| Accumulated impairment | ( | ( | |||||||||
Carrying value as of March 31, 2025 | $ | $ | $ | ||||||||
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13. LONG-TERM DEBT
Long-term debt was comprised of the following at March 31, 2025 and December 31, 2024:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Term loan facility | $ | $ | |||||||||
| Revolving credit facility | |||||||||||
| Debt obligations | |||||||||||
| Less: unamortized debt issuance costs | ( | ( | |||||||||
| Debt obligation, net | |||||||||||
| Less: current portion | ( | ( | |||||||||
| Long-term debt | $ | $ | |||||||||
As of March 31, 2025, the carrying value of debt approximated the fair value due to the variable interest rate, which in our opinion, reflected the market rate.
Credit Agreement
In conjunction with our acquisition of Healthland Holding Inc. in January 2016, we entered into a syndicated credit agreement with Regions Bank ("Regions") serving as administrative agent, which provided for a $125 million term loan facility and a $50 million revolving credit facility. On June 16, 2020, we entered into an Amended and Restated Credit Agreement that increased the aggregate principal amount of our credit facilities to $185 million, including a $75 million term loan facility and a $110 million revolving credit facility. On May 2, 2022, we entered into a First Amendment (the "First Amendment") to the Amended and Restated Credit Agreement that increased the aggregate principal amount of our credit facilities to $230 million, which includes a $70 million term loan facility and a $160 million revolving credit facility. There are no limitations on borrowing under the revolving credit facility other than that as of a date of borrowing there cannot be an ongoing event of default and there cannot be an event of default that would result from a new credit extension. In addition, the interest rate provisions of the First Amendment reflect the transition from the London Interbank Offered Rate ("LIBOR") to the Secured Overnight Financing Rate ("SOFR") as the new benchmark interest rate for each loan.
Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.50 %, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin for SOFR loans and the letter of credit fee ranges from 1.8 % to 3.0 %. The applicable margin for base rate loans ranges from 0.8 % to 2.0 %, in each case based on the Company's consolidated net leverage ratio.
Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning June 30, 2022, with quarterly principal payments of approximately $0.9 million through March 31, 2027, with maturity on May 2, 2027 or such earlier date as the obligations under the Amended and Restated Credit Agreement, as amended by the First Amendment, become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Anticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of March 31, 2025:
| (In thousands) | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| $ | |||||
Our credit facilities are secured pursuant to the Amended and Restated Credit Agreement, dated as of June 16, 2020, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered
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intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors.
The First Amendment provides incremental facility capacity of $75 million, subject to certain conditions. The Amended and Restated Credit Agreement, as amended by the First Amendment, includes a number of restrictive covenants that, among other things and in each case subject to certain exceptions and baskets, impose operating and financial restrictions on the Company and the Subsidiary Guarantors, including the ability to incur additional debt; incur liens and encumbrances; make certain restricted payments, including paying dividends on the Company's equity securities or payments to redeem, repurchase, or retire the Company's equity securities (which are subject to our compliance, on a pro forma basis to give effect to the restricted payment, with the fixed charge coverage ratio and consolidated net leverage ratio described below); enter into certain restrictive agreements; make investments, loans and acquisitions; merge or consolidate with any other person; dispose of assets; enter into sale and leaseback transactions; engage in transactions with affiliates; and materially alter the business we conduct. The Amended and Restated Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default.
The First Amendment requires the Company to maintain a minimum fixed charge coverage ratio of 1.25 :1.00 throughout the duration of such agreement. On March 10, 2023, the calculation of the fixed charge coverage ratio was amended to specifically exclude from the definition of fixed charges the Company's share repurchases conducted during the third and fourth quarters of 2022.
As of September 30, 2023, we were not in compliance with the fixed charge coverage ratio required by the Amended and Restated Credit Agreement. On November 8, 2023, the Company and the Subsidiary Guarantors entered into a Waiver with Regions Bank, as administrative agent, and various other lenders, which provided for a one-time waiver of this failure as an event of default. As of December 31, 2023, the Company was similarly not in compliance with the fixed charge coverage ratio required by the Amended and Restated Credit Agreement, and a one-time waiver was provided in conjunction with the Fourth Amendment to the Amended and Restated Credit Agreement (described below). The Fourth Amendment decreased the required fixed charge coverage ratio from 1.25 :1.00 to 1.15 :100 for each fiscal quarter ending March 31, 2024 through December 31, 2024. After this period, the fixed coverage ratio reverts to 1.25 :1.00 for fiscal quarters March 31, 2025 and thereafter. Any failure by us to comply with this or another covenant in the future may result in an event of default. There can be no assurance that we will be able to continue to comply with this covenant or obtain amendments or waivers to avoid future covenant violations, or that such amendments or waivers will be available on commercially acceptable terms.
Also under the First Amendment, the Company is required to comply with a maximum consolidated net leverage ratio of 3.50 :1.00. Further, under the First Amendment, in connection with any acquisition by the Company exceeding $25 million, the Company may elect to increase the maximum permitted consolidated net leverage ratio for the fiscal quarter in which the acquisition occurs and each of the following three fiscal quarters by 0.50 :1.00 above the otherwise permitted maximum. If the consolidated net leverage ratio is less than 2.50 :1:00, there is no limit on the amount of incremental facilities. We were in compliance with the covenants contained in the Amended and Restated Credit Agreement, as amended, as of March 31, 2025.
The First Amendment removed the requirement that the Company mandatorily prepay the credit facilities with excess cash flow generated during the prior fiscal year. The Company is permitted to voluntarily prepay the credit facilities at any time without penalty, subject to customary “breakage” costs with respect to prepayments of SOFR rate loans made on a day other than the last day of any applicable interest period.
On January 16, 2024, the Company entered into a Third Amendment (the “Third Amendment”) to the Credit Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. The Third Amendment modified the term “Consolidated EBITDA” to provide that the following amounts will be added back to Consolidated Net Income: (i) the reasonably expected value of all earn-out consideration in connection with any Permitted Acquisition, provided that the aggregate amount of fees and out-of-pocket expenses incurred in connection with anticipated Permitted Acquisitions which are not consummated during any period of four fiscal quarters ending on or after the Closing Date will not exceed the greater of $7 million and 10 % of Consolidated EBITDA; (ii) any fees, costs or expenses related to the implementation of cost savings, operating expense reductions and synergies related to Permitted Acquisitions, restructurings and other initiatives; and (iii) costs and expenses related to the previously disclosed U.S. Securities and Exchange Commission investigation that occurred during the fiscal year ended December 31, 2023, in an aggregate amount not to exceed $1.25 million. Additionally, the Third Amendment (y) removed from the maximum aggregate amount of fees and expenses that can be added back to Consolidated Net Income any losses resulting from any Asset Sale or Involuntary Disposition and (z) increased the maximum amount of fees and expenses that can be added back to Consolidated Net
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Income related to savings initiatives, Equity Transactions, the incurrence of Indebtedness and amendments to the Credit Documents from 10 % to 15 % of Consolidated EBITDA (determined prior to giving effect to such adjustments).
14. OPERATING LEASES
The Company leases office space in various locations in Alabama, Pennsylvania, and Mississippi. These leases have terms expiring from 2025 through 2029 but do contain optional extension terms. Leases with an initial term of 12 months or less are not recorded on the balance sheet; we recognize lease expense for these leases on a straight-line basis over the lease term.
Supplemental balance sheet information related to operating leases was as follows:
| (In thousands) | March 31, 2025 | December 31, 2024 | |||||||||
| Operating lease right-of-use assets: | |||||||||||
| Operating lease right-of-use assets | $ | $ | |||||||||
| Operating lease liabilities: | |||||||||||
| Operating lease liabilities, less current portion | |||||||||||
| Total operating lease liabilities | $ | $ | |||||||||
| Weighted average remaining lease term in years | |||||||||||
| Weighted average discount rate | |||||||||||
Because our leases do not provide a readily determinable implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments. The incremental borrowing rate is the estimated rate incurred to borrow on a collateralized basis over a similar term and amount equal to the lease payments in a similar economic environment. We used the incremental borrowing rate on January 1, 2019, for operating leases that commenced prior to that date.
The future minimum lease payments under these operating leases subsequent to March 31, 2025 are as follows:
| (In thousands) | |||||
| 2025 | $ | ||||
| 2026 | |||||
| 2027 | |||||
| 2028 | |||||
| 2029 | |||||
| Total lease payments | |||||
| Less imputed interest | ( | ||||
| Total | $ | ||||
Total lease expense for the three months ended March 31, 2025 and 2024 was $0.3 million and $0.5 million, respectively.
Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating leases for the three months ended March 31, 2025 and 2024 was $0.3 million and $0.5 million, respectively.
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15. COMMITMENTS AND CONTINGENCIES
16. FAIR VALUE
FASB Codification topic, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands financial statement disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Codification does not require any new fair value measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. The Codification requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
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17. SEGMENT REPORTING
Our chief operating decision makers ("CODM") previously identified the following three three two two
During the Company’s realignment the reportable segments naming convention was updated. The previously reported RCM segment has been updated to Financial Health and the former EHR segment is now referred to as Patient Care. There were no additional changes to the composition of the Company’s reportable segments in connection with the name changes. The financial statements and accompanying footnotes have been updated with the new segment names.
The CODM evaluate the performance of the segments based on revenues and Adjusted EBITDA (as defined below)1, as well as the expenses within each segment including cost of sales, product development, sales and marketing, and general and administrative. The CODM consider revenue, Adjusted EBITDA, and the related expenses to allocate resources for each segment during the annual budgeting and forecasting process. Monthly, the CODM consider forecast-to-actual variances for each of these performance measures to assess the performance of each segment. The CODM believe Adjusted EBITDA is a useful measure to assess the performance and liquidity of the Company as it provides meaningful operating results by excluding the effects of expenses that are not reflective of the Company’s operating business performance. Our CODM group was formerly comprised of the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. As of December 31, 2024, the Chief Operating Officer’s employment with the Company terminated and, as such, the CODM group is comprised of the Chief Executive Officer and Chief Financial Officer. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis.
“Adjusted EBITDA” consists of GAAP net income (loss) as reported and adjusts for (i) depreciation expense; (ii) amortization of software development costs; (iii) amortization of acquisition-related intangibles; (iv) stock-based compensation; (v) severance and other non-recurring charges; (vi) interest expense and other, net; (vii) gain on sale of AHT; and (viii) the provision (benefit) for income taxes. There are no intersegment revenues to be eliminated in computing segment revenue.
The CODM do not evaluate operating segments nor make decisions regarding operating segments based on assets. Consequently, we do not disclose total assets by reportable segment.
1 Adjusted EBITDA is a non-GAAP measure. A reconciliation of Adjusted EBITDA to net income is included in this Note 17 - Segment Reporting.
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The following table presents a summary of the revenues and Adjusted EBITDA of our two
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Revenues: | |||||||||||
| Financial Health | $ | $ | |||||||||
| Patient Care | |||||||||||
| Total revenues | |||||||||||
| Less: | |||||||||||
| Financial Health expenses: | |||||||||||
| Cost of sales (excluding depreciation and amortization and stock compensation expense) | $ | $ | |||||||||
| Product development | |||||||||||
| Sales and marketing | |||||||||||
| General and administrative expenses | |||||||||||
| Total Financial Health expenses | $ | $ | |||||||||
| Patient Care expenses: | |||||||||||
| Cost of sales (excluding depreciation and amortization and stock compensation expense) | $ | $ | |||||||||
| Product development | |||||||||||
| Sales and marketing | |||||||||||
| General and administrative expenses | |||||||||||
| Total Patient Care expenses | $ | $ | |||||||||
| Total expenses | $ | $ | |||||||||
| Adjusted EBITDA by segment: | |||||||||||
| Financial Health | |||||||||||
| Patient Care | |||||||||||
| Total Adjusted EBITDA | $ | $ | |||||||||
The following table reconciles net income to Adjusted EBITDA:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Net income (loss), as reported | $ | $ | ( | ||||||||
| Depreciation expense | |||||||||||
| Amortization of software development costs | |||||||||||
| Amortization of acquisition-related intangibles | |||||||||||
| Stock-based compensation | |||||||||||
| Severance and other non-recurring charges | |||||||||||
| Interest expense and other, net | |||||||||||
| Gain on sale of AHT | ( | ( | |||||||||
| Provision (benefit) for income taxes | ( | ||||||||||
| Total Adjusted EBITDA | $ | $ | |||||||||
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations. | ||||
The following discussion and analysis of our financial condition and results of operations is intended to be read together with the unaudited condensed consolidated financial statements and related notes appearing elsewhere herein.
This discussion and analysis contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified generally by the use of forward-looking terminology and words such as "expects," "anticipates," "estimates," "believes," "predicts," "intends," "plans," "potential," "may," "continue," "should," "will" and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this report relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and future financial results are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. These risks include:
Risks Related to Our Industry
•saturation of our target market and hospital consolidations;
•unfavorable economic or market conditions that may cause a decline in spending for information technology and services;
•significant legislative and regulatory uncertainty in the healthcare industry;
•exposure to liability for failure to comply with regulatory requirements;
Risks Related to Our Business
•transition to a subscription-based recurring revenue model and modernization of our technology;
•competition with companies that have greater financial, technical and marketing resources than we have;
•potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks;
•our ability to attract and retain qualified personnel in a global workforce;
•disruption from periodic restructuring of our sales force;
•slower than anticipated development of the market for Financial Health services;
•our potential inability to manage our growth in the new markets we may enter;
•our potential failure to effectively implement a new enterprise resource planning software solution;
•exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our domestic and international business activities;
•potential litigation against us and investigations;
•our use of offshore third-party resources;
•competitive and litigation risk related to the use of artificial intelligence;
Risks Related to Our Products and Services
•potential failure to develop new products or enhance current products that keep pace with market demands;
•exposure to claims if our products fail to provide accurate and timely information for clinical decision-making;
•exposure to claims for breaches of security and viruses in our systems;
•undetected errors or problems in new products or enhancements;
•our potential inability to convince customers to migrate to current or future releases of our products;
•failure to maintain our margins and service rates;
•increase in the percentage of total revenues represented by service revenues, which have lower margins;
•exposure to liability in the event we provide inaccurate claims data to payors;
•exposure to liability claims arising out of the licensing of our software and provision of services;
•dependence on licenses of rights, products and services from third parties;
•a failure to protect our intellectual property rights;
•exposure to significant license fees or damages for intellectual property infringement;
•service interruptions resulting from loss of power and/or telecommunications capabilities;
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Risks Related to Our Indebtedness
•our potential inability to secure additional financing on favorable terms to meet our future capital needs;
•substantial indebtedness that may adversely affect our business operations;
•our ability to incur substantially more debt;
•pressures on cash flow to service our outstanding debt;
•restrictive terms of our credit agreement on our current and future operations;
Risks Related to Our Common Stock and Other General Risks
•changes in and interpretations of financial accounting matters that govern the measurement of our performance;
•the potential for our goodwill or intangible assets to become impaired;
•quarterly fluctuations in our financial results due to various factors;
•volatility in our stock price;
•failure to maintain effective internal control over financial reporting;
•inherent limitations in our internal control over financial reporting;
•vulnerability to significant damage from natural disasters;
•exposure to market risk related to interest rate changes;
•potential material adverse effects due to macroeconomic conditions;
•we do not anticipate paying dividends on our common stock; and
•actions of activist stockholders against us could be disruptive and costly, or potentially cause uncertainty about the strategic direction of our business.
Information concerning these risks and other factors that could cause differences between forward-looking statements and future actual results is discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024.
Background
During much of the Company's history, our strategy, operations, and financial results have been largely associated with developments in the electronic health record ("EHR") industry. With the rapid maturity of the EHR industry and the increasing prevalence of and demand for outsourced revenue cycle management ("RCM") services and complementary solutions, we've seen our strategy, operations, and financial results naturally evolve to become more heavily associated with RCM, with Financial Health revenues comprising 64% of our consolidated revenue for 2024. In recognition of this significant shift in strategic focus, Computer Programs and Systems, Inc. changed its corporate name to TruBridge, Inc. on March 4, 2024. Contemporaneous with this name change, the former wholly-owned subsidiaries Evident, LLC, TruBridge, LLC, and TruCode, LLC were merged into the parent company, while the former wholly-owned subsidiary Rycan Technologies, Inc. was merged into its parent and another wholly-owned subsidiary, Healthland Holding Inc. With these changes, the Company's remaining legal structure includes TruBridge, Inc., the parent company, with Viewgol, LLC ("Viewgol"), TruBridge Healthcare Private Limited, iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc. ("HRG"), Healthland Holding Inc. (“HHI”), and Healthland, Inc. as its wholly-owned direct and indirect subsidiaries.
Founded in 1979, TruBridge is a leading provider of healthcare technology solutions and services for rural and community hospitals, their clinics and other healthcare systems. Our combined companies are focused on helping improve the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our customers.
The Company operates its business in two operating segments, which are also our reportable segments: Financial Health and Patient Care. The individual subsidiaries align with the reporting segments and contribute towards the combined focus of improving the health of the communities we serve as follows:
•The Financial Health reporting segment focuses on providing business management, consulting, and managed IT services along with its complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider. This reporting segment includes the operation of Viewgol, TruBridge Healthcare Private Limited, HRG, HHI and Healthland.
•The Patient Care segment provides comprehensive acute care EHR solutions and related services for hospitals and their physician clinics. The Patient Care segment also offers comprehensive patient engagement and empowerment
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technology solutions through the Get Real Health entity to improve patient outcomes and engagement strategies with care providers.
Our companies currently support rural and community hospitals and other healthcare systems with a geographically diverse patient mix within the domestic healthcare market. Our target market for our Financial Health and Patient Care solutions includes rural and community hospitals with fewer than 400 acute care beds and their clinics, as well as independent or small to medium sized chains of skilled nursing facilities. Most of our Patient Care customer base is comprised of hospitals with fewer than 100 beds.
See Note 17 - Segment Reporting of the condensed consolidated financial statements included herein for additional information on our two reportable segments.
Management Overview
Strategy
Our core strategy is to achieve meaningful long-term revenue growth by cross-selling Financial Health services into our existing Patient Care customer base, expanding Financial Health market share with sales to new hospitals and larger health systems, and pursuing competitive Patient Care takeaway opportunities in the acute care markets. We may also seek to grow through acquisitions of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals.
Our growth strategy is heavily dependent on our ability to cross-sell Financial Health services into our Patient Care customer base. As such, retention of our existing Patient Care customers is a key component of our long-term growth strategy by protecting this base of potential Financial Health customers, while at the same time serving as a leading indicator of our market position and stability of revenues and cash flows.
We determine retention rates by reference to the amount of Patient Care recurring revenues that have not been lost due to customer attrition from our production environment customer base in the current year period compared to the same period in the prior year. Production environment customers are those that are using our applications to document live patient encounters, as opposed to legacy environment customers that have view-only access to historical patient records. Since 2019, these retention rates have consistently remained in the mid-to-high 90th percentile ranges. The retention rate for Patient Care in the last twelve months was 94.9% (the retention rate for the flagship TruBridge EHR product was 98.2%). We have increased customer retention efforts by enhancing support services, investing in tooling and instrumentation to proactively monitor for potential disruptions, and deploying in-application experience software that delivers application-specific insights while using our products.
As we pursue meaningful long-term revenue growth by leveraging Financial Health as a growth agent, we are placing ever-increasing value in further developing our already significant recurring revenue base to further stabilize our revenues and cash flows. As such, maintaining and growing recurring revenues are key components of our long-term growth strategy, aided by the aforementioned focus on customer retention. This includes a renewed focus on driving demand for subscriptions for our existing technology solutions and expanding the footprint for Financial Health services beyond our Patient Care customer base.
While the combination of revenue growth and operating leverage results in increased margin realization, we also look to increase margins through specific cost containment measures where appropriate as we continue to leverage opportunities for greater operating efficiencies.
Artificial Intelligence
We see both the value and risk of generative AI being leveraged in healthcare delivery and are committed to ensuring our client population is not left behind as this rapidly advancing technology is being implemented and adopted. We are active members of TRAIN (Trustworthy and Responsible AI Network), representing our customers alongside large Integrated Delivery Networks (“IDN”) and health systems to help shape the governance and controls to implement AI safely, as well as allowing us a broad view of what is happening in the arena of healthcare in order to keep pace with the developments. Within our innovation team, several pilots are unfolding to drive value for our clients out of this technology. We also have several strategic partners we are in discussions with to integrate their solutions into our ecosystem.
Industry Dynamics
Turbulence in the U.S. and worldwide economies and financial markets impacts almost all industries. While the healthcare industry is not immune to economic cycles, we believe it is more significantly affected by U.S. regulatory and national health
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initiatives. In recent years, there have been significant changes to provider reimbursement by the U.S. federal government, followed by commercial payers and state governments. There is increasing pressure on healthcare organizations to reduce costs and increase quality while replacing the fee-for-service reimbursement model in part by enrolling in an advanced payment model that incentivizes high-quality, cost effective-care via value-based reimbursement. This pressure could further encourage adoption of healthcare IT and increase demand for business management, consulting, and managed IT services, as the future success of these healthcare providers is greatly dependent upon their ability to engage patient populations and to coordinate patient care across a multitude of settings, while optimizing operating efficiency along the way.
Additionally, the revenues of many of the Company’s customers are highly reliant on Medicare, Medicaid and third party payers’ reimbursement funding rates. New legislation or additional changes in existing regulations could directly impact the governmental reimbursement programs in which the customers participate. Healthcare organizations with a large dependency on Medicare and Medicaid populations have been affected by the challenging financial condition of the federal government and many state governments and government programs. Accordingly, we recognize that prospective hospital clients often do not have the necessary capital to make investments in information technology while those with the necessary capital have become more selective in their investments. Despite these challenges, we believe healthcare IT will be an area of continued investment due to its unique potential to improve safety and efficiency and reduce costs while meeting current and future regulatory, compliance and government reimbursement requirements.
Patient Care License Model Preferences
Much of the variability in our periodic revenues and profitability has been and will continue to be due to changing demand for different license models for our technology solutions, with variability in operating cash flows further impacted by the financing decisions within those license models. Our technology solutions are generally deployed in one of two license models: (1) perpetual licenses, for which the related revenue is recognized effectively upon installation, and (2) “Software as a Service” or “SaaS” arrangements, including our Cloud Electronic Health Record (“Cloud EHR”) offering, which generally result in revenue being recognized monthly as the services are provided over the term of the arrangement.
The overwhelming majority of our historical Patient Care installations have been under a perpetual license model, but customer demand has dramatically shifted towards a SaaS license model in the past several years. SaaS license models made up only 12% of annual new Patient Care installations in 2018, increasing to 100% during 2022 and through the first three months of 2025. These SaaS offerings are attractive to our clients because this configuration allows them to obtain access to advanced software products without a significant initial capital outlay. We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial statements being reduced Patient Care revenues in the period of installation in exchange for increased recurring periodic revenues (reflected in Patient Care revenues) over the term of the SaaS arrangement. This naturally places downward pressure on short-term revenue growth and profitability metrics, but benefits long-term revenue growth and profitability which, in our view, is consistent with our goal of delivering long-term shareholder value.
For customers electing to purchase our technology solutions under a traditional perpetual license, we have historically made financing arrangements available on a case-by-case basis, depending on the various aspects of the proposed contract and customer attributes. These financing arrangements have comprised the majority of our perpetual license installations over the past several years, and include short-term payment plans and longer-term lease financing through us or third-party financing companies. The aforementioned shift in customer preference and the Company’s turn towards SaaS arrangements has significantly reduced the frequency of new financing arrangements for customer purchases under a perpetual license. When combined with scheduled payments on existing financing arrangements, the reduced frequency of new financing arrangements has resulted in a substantial reduction in financing receivables during 2024 and the first three months of 2025.
For those perpetual license clients not seeking a financing arrangement, the payment schedule of the typical contract is structured to provide for a scheduling deposit due at contract signing, with the remainder of the contracted fees due at various stages of the installation process (delivery of hardware, installation of software and commencement of training, and satisfactory completion of a monthly accounting cycle or end-of-month operation by each respective application, as applicable).
Margin Optimization Efforts
Our core growth strategy includes margin optimization by identifying opportunities to further improve our cost structure by executing against initiatives related to organizational realignment, expanded use of offshore resources and the use of automation to increase the efficiency and value of our associates' efforts. Specifically, since 2021, we have implemented a reduction in force intended to more effectively align our resources with business priorities and the Scaled Agile Framework® throughout our EHR product development, implementation and support functions to enhance cohesion, time-to-market and customer satisfaction. This framework is a set of organization and workflow patterns intended to guide enterprises in scaling lean and agile practices and promote alignment, collaboration, and delivery across large numbers of agile teams.
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Additionally, margin optimization initiatives of expanded utilization of offshore resources and automation have commenced and, to date, have provided meaningful efficiencies to our operations, particularly within the Financial Health business. As a service organization, Financial Health's cost structure is heavily dependent upon human capital, subjecting it to the complexities and risks associated with this resource. Chief among these complexities and risks is the ever-present pressure of wage inflation, which has compelled the Company to make compensation adjustments that are outside of historical norms. Prior to our October 2023 acquisition of Viewgol, we were solely reliant upon third-party partnerships for offshore resources, increasing both the execution risk of this initiative and the related cost of scaling this labor force. With Viewgol as a subsidiary, we have greatly enhanced our control over the resource availability for this initiative and we expect to achieve meaningful per-unit cost efficiencies.
We believe that our efforts towards margin optimization are well-timed, enabling a rapid response to actual or expected wage inflation in order to preserve Financial Health profitability, but we cannot guarantee that these efforts will fully eliminate any related margin deterioration. Our operating results have been in the past and could in the future be adversely affected by continued inflation particularly if increases in the costs of labor and labor-related costs, materials, supplies and equipment used in performing services (including the impact of potential tariffs) cannot be passed on to our customers.
In addition to wage inflation, we are a party to contracts with certain third-party suppliers and vendors that allow for annual price adjustments indexed to inflation. While we continually seek to proactively manage controllable expenses, inflationary pressure on costs has led to, and could lead to, erosion of margins.
Results of Operations
During the first three months of 2025, we generated revenues of $87.2 million from the sale of our products and services, compared to $84.1 million during the first three months of 2024, an increase of 4% primarily due to increased revenues in our Financial Health segment. Net income (loss) increased by $2.3 million to net income of $0.5 million during the first three months of 2025, compared to net loss of $1.9 million during the first three months of 2024. The increase was primarily driven by revenue growth, mainly in Financial Health, and a reduction in costs due to the global offshore initiative and cost optimization compared to the prior period.
The following table sets forth certain items included in our results of operations for the three months ended March 31, 2025 and 2024, expressed as a percentage of our total revenues for these periods:
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| Three Months Ended March 31, | |||||||||||||||||||||||
| 2025 | 2024 | ||||||||||||||||||||||
| (In thousands) | Amount | % Sales | Amount | % Sales | |||||||||||||||||||
| INCOME DATA: | |||||||||||||||||||||||
| Revenues | |||||||||||||||||||||||
| Financial Health | $ | 56,133 | 64.4 | % | $ | 53,439 | 63.5 | % | |||||||||||||||
| Patient Care | 31,075 | 35.6 | % | 30,678 | 36.5 | % | |||||||||||||||||
| Total revenues | 87,208 | 100.0 | % | 84,117 | 100.0 | % | |||||||||||||||||
| Expenses | |||||||||||||||||||||||
| Costs of revenue (exclusive of amortization and depreciation) | |||||||||||||||||||||||
| Financial Health | 27,192 | 31.2 | % | 29,597 | 35.2 | % | |||||||||||||||||
| Patient Care | 12,321 | 14.1 | % | 12,162 | 14.5 | % | |||||||||||||||||
| Total costs of revenue (exclusive of amortization and depreciation) | 39,513 | 45.3 | % | 41,759 | 49.6 | % | |||||||||||||||||
| Product development | 8,247 | 9.5 | % | 10,689 | 12.7 | % | |||||||||||||||||
| Sales and marketing | 5,409 | 6.2 | % | 6,592 | 7.8 | % | |||||||||||||||||
| General and administrative | 19,464 | 22.3 | % | 19,396 | 23.1 | % | |||||||||||||||||
| Amortization | 6,124 | 7.0 | % | 5,869 | 7.0 | % | |||||||||||||||||
| Depreciation | 291 | 0.3 | % | 400 | 0.5 | % | |||||||||||||||||
| Total expenses | 79,048 | 90.6 | % | 84,705 | 100.7 | % | |||||||||||||||||
| Operating income (loss) | 8,160 | 9.4 | % | (588) | (0.7) | % | |||||||||||||||||
| Other income (expense): | |||||||||||||||||||||||
| Other income | 144 | 0.2 | % | 1,422 | 1.7 | % | |||||||||||||||||
| Interest expense | (3,382) | (3.9) | % | (4,072) | (4.8) | % | |||||||||||||||||
| Total other expense | (3,238) | (3.7) | % | (2,650) | (3.2) | % | |||||||||||||||||
| Income (loss) before taxes | 4,922 | 5.6 | % | (3,238) | (3.8) | % | |||||||||||||||||
| Income tax expense (benefit) | 4,463 | 5.1 | % | (1,384) | (1.6) | % | |||||||||||||||||
| Net income (loss) | $ | 459 | 0.5 | % | $ | (1,854) | (2.2) | % | |||||||||||||||
Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Revenues
Total revenues for the three months ended March 31, 2025 increased by $3.1 million compared to the three months ended March 31, 2024.
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
| Recurring revenues | |||||||||||
| Financial Health | $ | 55,263 | $ | 52,116 | |||||||
| Patient Care | 26,707 | 28,544 | |||||||||
| Total recurring revenues | 81,970 | 80,660 | |||||||||
| Non-recurring revenues | |||||||||||
| Financial Health | 870 | 1,323 | |||||||||
| Patient Care | 4,368 | 2,134 | |||||||||
| Total non-recurring revenues | 5,238 | 3,457 | |||||||||
| Total revenues | $ | 87,208 | $ | 84,117 | |||||||
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Financial Health revenues increased by $2.7 million, or 5%, compared to the first quarter of 2024. The increase was driven by year over year growth in the core RCM services from new bookings. Recurring Financial Health revenues were $55.3 million, or 98% of total Financial Health revenues.
Patient Care revenues increased by $0.4 million, or 1%, compared to the first quarter of 2024, primarily due to an increase in installation and SaaS revenue from new contracts, partially offset by the divestiture of AHT and the impact from the sunset of our Centriq product. Centriq and AHT combined revenue accounted for $1.0 million in the first quarter of 2025, compared to $3.2 million in the first quarter of 2024. Patient Care revenue excluding Centriq and AHT was $30.1 million in the first quarter of 2025, up 9% from $27.5 million in the first quarter of 2024. Recurring Patient Care revenues decreased by $1.8 million, or 6%, compared to the first quarter of 2024, primarily due to a decline in support revenues due to the Centriq sunset and migration to SaaS arrangements. Non-recurring Patient Care revenues increased by $2.2 million compared to the first quarter of 2024, due to an increase in installation revenue from new contracts.
Costs of Revenue (exclusive of amortization and depreciation)
Total costs of revenue (exclusive of amortization and depreciation) decreased by $2.2 million compared to the first quarter of 2024. As a percentage of total revenues, costs of revenue (exclusive of amortization and depreciation) decreased to 45% of revenues during the first quarter of 2025 compared to 50% of revenues during the first quarter of 2024.
Costs associated with our Financial Health revenues decreased by $2.4 million, or 8%, compared to the first quarter of 2024, primarily driven by a reduction in domestic labor costs as a result of the transition to the global workforce.
Costs associated with our Patient Care revenues increased by $0.2 million, or 1%, compared to the first quarter of 2024, primarily due to hardware expenses supporting increased installations, partially offset by decreased labor costs due to the 2024 cost optimization and savings efforts.
Product Development
Product development expenses consist primarily of compensation and other employee-related costs (including stock-based compensation) and infrastructure costs incurred, but not capitalized, for new product development and product enhancements. Product development costs decreased by $2.4 million, or 23%, compared to the first quarter of 2024, primarily due to the run rate impact from the 2024 cost optimization initiative.
Sales and Marketing
Sales and marketing costs decreased by $1.2 million, or 18%, compared to the first quarter of 2024, driven by decreased employee travel, commissions timing, and a delay of the annual sales summit.
General and Administrative
General and administrative expenses remained relatively flat compared to the first quarter of 2024. This minor change was primarily driven by increases in professional service fees and labor costs, partially offset by a decrease in non-recurring severance costs.
Amortization & Depreciation
Combined amortization and depreciation expense increased by $0.1 million, or 2%, compared to the first quarter of 2024, as increasing capitalized software development asset balances resulted in an increase in the related amortization.
Total Other Expense
Total other expense increased by $0.6 million during the first quarter of 2025 compared to the first quarter of 2024 due to a $1.2 million gain recognized on the sale of AHT during the first quarter of 2024. The increase was partially offset by a decrease in interest expense of $0.7 million resulting from a reduction in the outstanding balance in our revolving credit facility and a reduction in the interest rate.
Income (Loss) Before Taxes
As a result of the foregoing factors, income (loss) before taxes increased by $8.2 million, to income before taxes of $4.9 million in the first quarter of 2025 compared to a loss before taxes of $3.2 million in the first quarter of 2024.
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Income Tax Provision (Benefit)
Our effective tax rate for the three months ended March 31, 2025 was 90.7%, compared to 42.7% for the three months ended March 31, 2024. The Company recognized $4.5 million of expense for the three months ended March 31, 2025, primarily driven by its expected current taxable income and the valuation allowance against deferred tax assets.
Net Income (Loss)
As a result of the foregoing factors, net income (loss) for the first quarter of 2025 increased by $2.3 million to net income of $0.5 million, or $0.03 per basic and diluted share, compared to a net loss of $1.9 million, or $0.13 per basic and diluted share, for the first quarter of 2024.
Supplemental Segment Information
Our reportable segments have been determined in accordance with ASC 280 - Segment Reporting. We have two reportable operating segments: Financial Health and Patient Care. We evaluate each of our two operating segments based on segment revenues and segment Adjusted EBITDA (as defined below).
“Adjusted EBITDA” consists of GAAP net income as reported and adjusts for (i) depreciation expense; (ii) amortization of software development costs; (iii) amortization of acquisition-related intangibles; (iv) stock-based compensation; (v) severance and other non-recurring charges; (vi) interest expense and other, net; (vii) gain on sale of AHT; and (viii) the provision (benefit) for income taxes. The segment measurements provided to and evaluated by the chief operating decision makers (“CODM”) are described in Note 17 - Segment Reporting of the condensed consolidated financial statements. These results should be considered in addition to, and not as a substitute for, results reported in accordance with GAAP.
The following table presents a summary of the revenues and Adjusted EBITDA of our two operating segments for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | Change | ||||||||||||||||||||||
| 2025 | 2024 | $ | % | ||||||||||||||||||||
| (In thousands) | |||||||||||||||||||||||
| Revenues by segment: | |||||||||||||||||||||||
| Financial Health | $ | 56,133 | $ | 53,439 | $ | 2,694 | 5 | % | |||||||||||||||
| Patient Care | 31,075 | 30,678 | 397 | 1 | % | ||||||||||||||||||
| Total sales revenues | $ | 87,208 | $ | 84,117 | $ | 3,091 | 4 | % | |||||||||||||||
| Adjusted EBITDA by segment: | |||||||||||||||||||||||
| Financial Health | $ | 11,281 | $ | 6,797 | $ | 4,484 | 66 | % | |||||||||||||||
| Patient Care | 6,950 | 3,527 | 3,423 | 97 | % | ||||||||||||||||||
| Total Adjusted EBITDA | $ | 18,231 | $ | 10,324 | $ | 7,907 | 77 | % | |||||||||||||||
Segment Revenues
Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis. There are no intersegment revenues to be eliminated in computing segment revenue.
Segment Adjusted EBITDA - Three Months Ended March 31, 2025 Compared with Three Months Ended March 31, 2024
Financial Health Adjusted EBITDA increased by $4.5 million, or 66%, compared to the first quarter of 2024, primarily due to increased revenue in the core RCM services, timing of higher margin product revenue, and margin growth from the global offshore transition.
Patient Care Adjusted EBITDA increased by $3.4 million, or 97%, compared to the first quarter of 2024 driven by higher SaaS and installation revenue, and the impact of the 2024 cost optimization savings efforts.
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Liquidity and Capital Resources
Sources of Liquidity
As of March 31, 2025, the aggregate principal amount of our credit facilities was $230.0 million, which included a $70.0 million term loan facility and a $160.0 million revolving credit facility. As of March 31, 2025, we had $168.9 million in principal amount of indebtedness outstanding under the credit facilities.
As of March 31, 2025, we had cash and cash equivalents of $10.1 million and remaining borrowing capacity under the revolving credit facility of $46.6 million, compared to $12.3 million of cash and cash equivalents and $43.6 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2024. We believe that these funding sources, taken together with the future operating cash flows of the combined entity, provide adequate resources to fund ongoing cash requirements for the next twelve months and beyond. We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of filing of this Form 10-Q. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms. Aside from normal operating cash requirements, obligations under our Credit Agreement (as discussed below) and operating leases, and opportunistic uses of capital in share repurchases and business acquisition transactions, we do not have any material cash commitments or planned cash commitments. Although the Company currently has no obligations related to planned acquisitions, the Company's strategy includes the potential for future acquisitions, which may be funded through draws on the credit facilities or the use of the other sources of liquidity described above.
On October 16, 2023, we made a draw of $41.0 million on the revolving credit facility in connection with the closing of the Viewgol acquisition, leaving a remaining $40.6 million of available borrowing capacity under the revolving credit facility as of that date. A portion of the proceeds from the draw, together with available cash on hand, was used by the Company to make the various required payments at the closing of the acquisition. During February 2024, the Company used a portion of the proceeds received from the sale of AHT to repay $7.0 million of the outstanding balance of the revolving credit facility. Since the first quarter of 2024, the Company has made incremental payments totaling $14.0 million on the credit facilities, including an incremental payment of $3.0 million on the revolving credit facility during the three months ended March 31, 2025.
Operating Cash Flow Activities
Net cash provided by (used in) operating activities increased by $7.8 million to net cash provided by operating activities of $5.8 million for the three months ended March 31, 2025, compared to net cash used in operating activities of $2.0 million for the three months ended March 31, 2024. The increase in cash flows provided by operations is primarily due to increased collections from improved working capital management.
Investing Cash Flow Activities
Net cash provided by (used in) investing activities decreased by $18.6 million, to cash used in investing activities of $2.2 million during the three months ended March 31, 2025, compared to cash provided by investing activities of $16.4 million during the three months ended March 31, 2024. The decrease is primarily the result of the sale of AHT, which resulted in a net cash inflow of $21.4 million during the three months ended March 31, 2024, and an increase in purchases of property and equipment, partially offset by a decrease in investments in software development.
Financing Cash Flow Activities
During the three months ended March 31, 2025, our financing activities were a net use of cash in the amount of $5.7 million, as long-term debt principal payments of $5.2 million and $1.9 million used to repurchase shares of our common stock, which are treated as treasury stock, were partially offset by $1.3 million in borrowings from our revolving line of credit. Financing activities were a net use of cash in the amount of $14.1 million during the three months ended March 31, 2024, as long-term debt principal payments of $28.6 million and $0.3 million used to repurchase shares of our common stock, which are treated as treasury stock, were partially offset by $15.4 million in borrowings from our revolving line of credit.
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Credit Agreement
As of March 31, 2025, we had $55.5 million in principal amount outstanding under the term loan facility and $113.4 million in principal amount outstanding under the revolving credit facility. Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin for SOFR loans and the letter of credit fee ranges from 1.8% to 3.0%. The applicable margin for base rate loans ranges from 0.8% to 2.0%, in each case based on the Company's consolidated net leverage ratio. As of March 31, 2025, the revolving credit facility had an average interest rate of 7.32%.
Principal payments with respect to the term loan facility are due on the last day of each fiscal quarter beginning June 30, 2022, with quarterly principal payments of approximately $0.9 million through March 31, 2027, with maturity on May 2, 2027 or such earlier date as the obligations under the Amended and Restated Credit Agreement, as amended by the First Amendment, become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Our credit facilities are secured pursuant to the Amended and Restated Credit Agreement, dated as of June 16, 2020, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”), including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors. Refer to Note 13 of the condensed consolidated financial statements included herein for additional detail regarding our credit facilities.
Backlog
Backlog consists of revenues we reasonably expect to recognize over the next twelve months under existing contracts. The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and RCM services. As of March 31, 2025, we had a twelve-month backlog of approximately $3.3 million in connection with non-recurring system purchases and approximately $327.8 million in connection with recurring payments under support and maintenance and RCM services. As of March 31, 2024, we had a twelve-month backlog of approximately $10.7 million in connection with non-recurring system purchases and approximately $320.7 million in connection with recurring payments under support and maintenance and RCM services.
Bookings
Bookings is a key operational metric used by management to assess the relative success of our sales generation efforts, and were as follows for the three months ended March 31, 2025 and 2024:
| Three Months Ended March 31, | |||||||||||
| (In thousands) | 2025 | 2024 | |||||||||
Financial Health (1) | $ | 12,780 | $ | 14,391 | |||||||
Patient Care(2) | 9,201 | 9,178 | |||||||||
| Total bookings | $ | 21,981 | $ | 23,569 | |||||||
(1) Generally calculated as the annual contract value | |||||||||||
(2) Generally calculated as the total contract value for system sales and SaaS, and annual contract value for maintenance and support | |||||||||||
Financial Health
Financial Health bookings during the first quarter of 2025 decreased by $1.6 million, or 11%, from the first quarter of 2024. Net-new bookings decreased by $2.5 million, or 30%, partially offset by increased cross-sell bookings by $0.1 million, or 1%, excluding Viewgol. Viewgol bookings increased by $0.9 million, or 145%.
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Patient Care
Patient Care bookings remained relatively flat during the first quarter of 2025, compared to the first quarter of 2024. This is primarily due to net-new bookings increasing by $1.3 million, or 32%, offset by add-on bookings decreasing by $1.2 million, or 24%.
Annual Contract Value
Effective January 2025, the Company will be providing bookings on an Annual Contract Value (“ACV”) basis in addition to the reported bookings amounts, which has historically represented a mix of ACV and Total Contract Value (“TCV”) for Patient Care. This new methodology of reporting total bookings at ACV represents the newly contracted revenue that is expected to be recognized over a twelve-month period. Over the course of 2025, the Company will be providing total bookings under both methodologies for year over year comparability before fully transitioning to ACV in 2026.
The below table represents bookings at the ACV methodology for the three months ended March 31, 2025:
| Three Months Ended March 31, | |||||
| (In thousands) | 2025 | ||||
| Financial Health | $ | 12,780 | |||
| Patient Care | 4,560 | ||||
| Total bookings | $ | 17,340 | |||
Reported bookings may be subject to adjustments and potential cancellations prior to the satisfaction of the obligations to our customers. Our metrics may vary significantly from period to period for reasons unrelated to our operating performance and may differ from similarly titled measures presented by other companies.
Critical Accounting Policies and Estimates
Our Management Discussion and Analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make subjective or complex judgments that may affect the reported financial condition and results of operations. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported values of assets, liabilities, revenues, expenses and other financial amounts that are not readily apparent from other sources. Actual results may differ from these estimates and these estimates may differ under different assumptions or conditions. We continually evaluate the information used to make these estimates as our business and the economic environment changes.
In our Annual Report on Form 10-K for the year ended December 31, 2024, we identified our critical accounting policies and estimates related to revenue recognition, allowance for credit losses, business combinations, including valuation of intangible assets, software development costs, and estimates. There have been no significant changes to these critical accounting policies during the three months ended March 31, 2025.
Item 3. | Quantitative and Qualitative Disclosures about Market Risk. | ||||
Our exposure to market risk relates primarily to the potential fluctuations in the Secured Overnight Financing Rate ("SOFR"), which replaced the British Bankers Association London Interbank Offered Rate ("LIBOR") as the new benchmark interest rate for our credit facilities. We had $168.9 million of outstanding borrowings under our credit facilities with Regions Bank at March 31, 2025. The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). Accordingly, we are exposed to fluctuations in interest rates on borrowings under the credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of March 31, 2025 would result in a change in interest expense of approximately $1.7 million annually.
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We did not have investments as of March 31, 2025 and do not utilize derivative financial instruments to manage our interest rate risks.
Item 4. | Controls and Procedures. | ||||
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level.
Material Weakness in Internal Control over Financial Reporting
A material weakness is a significant deficiency, or combination of significant deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis.
As of December 31, 2024, the Company’s management determined that a material weakness existed in that the Company’s management did not design and maintain effective process level control over the recording of revenue transactions which appropriately considered (1) shifts in the Company’s service and product offerings which result in different revenue recognition patterns, (2) customer contract additions, modifications or terminations, (3) contracts requiring manual intervention in the customer billing and/or revenue recognition process, (4) timely recognition of customer credits and rebills, and (5) individual contract terms which require recognition over time vs. a point in time.
The material weakness described above did not result in any material misstatements in our financial statements or disclosures for any period presented in the accompanying consolidated financial statements. This material weakness could create a reasonable possibility that a material misstatement in our consolidated financial statements would not be prevented or detected on a timely basis.
Management has concluded that the material weakness described above existed as of December 31, 2024 and continued through March 31, 2025.
Management’s Remediation Efforts
To address the material weakness described above, the Company is in the process of redesigning existing and implementing additional controls and procedures. We have begun implementation of customer contract life cycle management tools to ensure we maintain a complete, accurate and up-to-date inventory of customer contracts. We developed a detailed remediation plan to aid in the establishment of robust preventative controls. Additionally, we continue to strengthen the Company’s finance team and are working to build strong channels of communication and enhanced coordination between functions.
While the Company believes these efforts are strengthening its internal control over financial reporting, the Company will not be able to conclude whether the steps taken by the Company have remediated the material weakness in internal control over financial reporting described above until a period of time has passed to allow management to test the design and operating effectiveness of the new and enhanced controls.
We believe that the foregoing actions will support the improvement of our internal control over financial reporting, and, through our continuous efforts to identify, design, and implement the necessary control activities, will be effective in remediating the material weakness. We will continue to devote time and attention to these remediation efforts. As we continue
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to evaluate and work to improve our internal control over financial reporting, management may determine to take additional measures to address the material weakness or determine to modify the remediation plan described above.
Changes in Internal Control over Financial Reporting
On October 16, 2023, we acquired Viewgol, as further described in Note 3 - Business Combinations and Disposals of the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. We continue to integrate policies, processes, people, technology and operations for our combined operations, and will continue to evaluate the impact of any related changes to internal controls over financial reporting during the fiscal year.
Except for the remediation activities that are being implemented and the changes related to Viewgol, both described above, there were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended March 31, 2025 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART II
OTHER INFORMATION
Item 1. | Legal Proceedings. | ||||
From time to time, we have been and may again become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any litigation or legal proceedings that we believe to be material and we are not aware of any pending or threatened litigation against us that we believe could have a material adverse effect on our business, operating results, financial condition or cash flows. See Note 15 – Commitments and Contingencies included in the notes to our condensed consolidated financial statements included elsewhere in this Form 10-Q for information concerning other potential contingencies.
Item 1A. | Risk Factors. | ||||
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2024, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition or operating results. There have been no material changes to the risk factors disclosed in Part 1, "Item 1A. Risk Factors" in our Annual Report on Form 10-K.
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds. | ||||
Repurchases of Equity Securities
The following table provides information about our repurchases of common stock during the three months ended March 31, 2025:
| Period | Total Number of Shares Purchased(1) | Average Price Paid per Share | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs | ||||||||||
| Beginning of Period | $ | — | ||||||||||||
| January 1, 2025 - January 31, 2025 | — | — | — | — | ||||||||||
| February 1, 2025 - February 28, 2025 | — | $ | — | — | — | |||||||||
| March 1, 2025 - March 31, 2025 | 65,787 | 28.17 | — | — | ||||||||||
| Total | 65,787 | $ | 28.17 | — | ||||||||||
(1) We repurchased 65,787 shares during the three months ended March 31, 2025 to fund required tax withholdings related to the vesting of restricted stock. | ||||||||||||||
Item 3. | Defaults Upon Senior Securities. | ||||
Not applicable.
Item 4. | Mine Safety Disclosures. | ||||
Not applicable.
Item 5. | Other Information. | ||||
(a) None.
(b) Not applicable.
(c) Rule 10b5-1 Trading Arrangements
From time to time, members of the Company's Board of Directors and officers of the Company may enter into Rule 10b5-1 trading plans, which allow for the purchase or sale of common stock under pre-established terms at times when directors and officers might otherwise be prevented from trading under insider trading laws or because of self-imposed blackout periods. Such trading plans are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act and comply with the Company's insider trading policy. During the quarter ended March 31, 2025, none of the Company’s directors or officers adopted terminated
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Item 6. | Exhibits. | ||||
Effective as of March 4, 2024, we changed our name to TruBridge, Inc. By operation of law, any reference to “Computer Programs and Systems, Inc.” or “CPSI” in these exhibits should be read as “TruBridge” as set forth in the Exhibit List below.
| 2.1* | Stock Purchase Agreement, dated as of January 16, 2024, by and among Computer Programs and System, Inc., PointClickCare Technologies USA Corp., Healthland, Inc., and American HealthTech, Inc. (incorporated by reference to Exhibit 2.1 of TruBridge, Inc.’s Current Report on Form 8-K filed January 17, 2024) | |||||||
| 3.1 | ||||||||
| 3.2 | ||||||||
| 3.3 | ||||||||
| 3.4 | ||||||||
| 4.1 | ||||||||
| 4.2 | ||||||||
| 4.3 | ||||||||
| 10.1 | ||||||||
| 10.2 | ||||||||
| 10.3 | ||||||||
| 31.1 | ||||||||
| 31.2 | ||||||||
| 32.1 | ||||||||
| 101 | The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2025, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations, (iii) Condensed Consolidated Statement of Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements | |||||||
| 104 | Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) | |||||||
* Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company hereby agrees to furnish supplementally copies of any of the omitted documents to the SEC upon its request.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| TRUBRIDGE, INC. | ||||||||||||||
| 5/9/2025 | By: | /s/ Christopher L. Fowler | ||||||||||||
| Christopher L. Fowler | ||||||||||||||
| President and Chief Executive Officer | ||||||||||||||
| 5/9/2025 | By: | /s/ Vinay Bassi | ||||||||||||
| Vinay Bassi | ||||||||||||||
| Chief Financial Officer | ||||||||||||||
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