Cover page
Cover page - USD ($) | 12 Months Ended | ||
Dec. 31, 2023 | Mar. 11, 2024 | Jun. 30, 2023 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Document Annual Report | true | ||
Document Period End Date | Dec. 31, 2023 | ||
Current Fiscal Year End Date | --12-31 | ||
Document Transition Report | false | ||
Entity File Number | 000-49796 | ||
Entity Registrant Name | TruBridge, Inc. | ||
Entity Incorporation, State or Country Code | DE | ||
Entity Tax Identification Number | 74-3032373 | ||
Entity Address, Address Line One | 54 St. Emanuel Street | ||
Entity Address, City or Town | Mobile | ||
Entity Address, State or Province | AL | ||
Entity Address, Postal Zip Code | 36602 | ||
City Area Code | 251 | ||
Local Phone Number | 639-8100 | ||
Title of 12(b) Security | Common Stock, par value $.001 per share | ||
Trading Symbol | TBRG | ||
Security Exchange Name | NASDAQ | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Small Business | false | ||
Entity Emerging Growth Company | false | ||
ICFR Auditor Attestation Flag | true | ||
Document Financial Statement Error Correction [Flag] | false | ||
Entity Shell Company | false | ||
Entity Public Float | $ 358,665,532 | ||
Entity Common Stock, Shares Outstanding | 14,507,776 | ||
Documents Incorporated by Reference | Portions of the definitive Proxy Statement for the 2024 Annual Meeting of Stockholders are incorporated by reference into Part III of this report to the extent described herein. | ||
Entity Central Index Key | 0001169445 | ||
Document Fiscal Year Focus | 2023 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false |
Audit Information
Audit Information | 12 Months Ended |
Dec. 31, 2023 | |
Audit Information [Abstract] | |
Auditor Firm ID | 248 |
Auditor Name | GRANT THORNTON LLP |
Auditor Location | Atlanta, Georgia |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,848 | $ 6,951 |
Accounts receivable, net of allowance for credit losses of $3,631 and $2,854, respectively | 59,723 | 51,311 |
Financing receivables, current portion, net (net of allowance for expected credit losses of $319 and $223, respectively) | 3,997 | 4,474 |
Inventories | 475 | 784 |
Prepaid income taxes | 1,628 | 701 |
Prepaid expenses and other | 15,807 | 10,338 |
Assets of held for sale disposal group | 25,977 | 0 |
Total current assets | 111,455 | 74,559 |
Property and equipment, net | 8,974 | 9,884 |
Software development costs, net | 39,139 | 27,257 |
Operating lease assets | 5,192 | 7,567 |
Financing receivables, net of current portion (net of allowance for expected credit losses of $97 and $326, respectively) | 1,226 | 3,312 |
Other assets, net of current portion | 7,314 | 8,131 |
Intangible assets, net | 89,213 | 102,000 |
Goodwill | 171,909 | 198,253 |
Total assets | 434,422 | 430,963 |
Current liabilities: | ||
Accounts payable | 10,133 | 7,035 |
Current portion of long-term debt | 3,141 | 3,141 |
Deferred revenue | 8,677 | 11,590 |
Accrued vacation | 5,410 | 6,214 |
Other accrued liabilities | 19,892 | 16,475 |
Liabilities of held for sale disposal group | 977 | 0 |
Total current liabilities | 48,230 | 44,455 |
Long-term debt, net of current portion | 195,270 | 136,388 |
Operating lease liabilities | 3,074 | 5,651 |
Deferred tax liabilities | 1,230 | 12,758 |
Total liabilities | 247,804 | 199,252 |
Stockholders’ equity: | ||
Common stock, $0.001 par value per share; 30,000 shares authorized; 15,121 shares issued at December 31, 2023 and 14,913 shares issued at December 31, 2022 | 15 | 15 |
Additional paid-in capital | 195,546 | 192,275 |
Retained earnings | 8,132 | 53,921 |
Treasury stock, 572 shares at December 31, 2023 and 483 shares at December 31, 2022 | (17,075) | (14,500) |
Total stockholders’ equity | 186,618 | 231,711 |
Total liabilities and stockholders’ equity | $ 434,422 | $ 430,963 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) shares in Thousands, $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowance for doubtful accounts | $ 3,631 | $ 2,854 |
Financing receivable, allowance for credit loss, current | 319 | 223 |
Financing receivable, allowance for credit loss, noncurrent | $ 97 | $ 326 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 30,000 | 30,000 |
Common stock, shares issued (in shares) | 15,121 | 14,913 |
Common stock, shares outstanding (in shares) | 15,121 | 14,913 |
Treasury stock, shares (in shares) | 572 | 483 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Revenues: | |||
Revenues: | $ 339,435 | $ 326,648 | $ 280,629 |
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 175,868 | 166,541 | 135,781 |
Product development | 37,246 | 31,898 | 32,809 |
Sales and marketing | 28,049 | 27,131 | 21,978 |
General and administrative | 76,153 | 54,965 | 48,481 |
Amortization | 24,522 | 20,887 | 14,717 |
Depreciation | 1,946 | 2,443 | 2,156 |
Goodwill impairment | 35,913 | 0 | 0 |
Trademark impairment | 2,342 | 0 | 0 |
Total expenses | 382,039 | 303,865 | 255,922 |
Operating income (loss) | (42,604) | 22,783 | 24,707 |
Other income (expense): | |||
Other income | 745 | 1,178 | 1,529 |
Gain on contingent consideration | 0 | 565 | 0 |
Loss on extinguishment of debt | 0 | (125) | 0 |
Interest expense | (12,521) | (6,320) | (3,160) |
Total other income (expense) | (11,776) | (4,702) | (1,631) |
Income (loss) before taxes | (54,380) | 18,081 | 23,076 |
Provision (benefit) for income taxes | (8,591) | 2,214 | 4,646 |
Net income (loss) | $ (45,789) | $ 15,867 | $ 18,430 |
Net income (loss) per share - basic (in dollars per share) | $ (3.15) | $ 1.08 | $ 1.26 |
Net income (loss) per share - diluted (in dollars per share) | $ (3.15) | $ 1.08 | $ 1.26 |
Weighted average shares outstanding used in per common share computations: | |||
Basic (in shares) | 14,187 | 14,356 | 14,290 |
Diluted (in shares) | 14,187 | 14,356 | 14,318 |
RCM | |||
Revenues: | |||
Revenues: | $ 193,929 | $ 179,870 | $ 131,242 |
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 110,192 | 97,024 | 66,015 |
EHR | |||
Revenues: | |||
Revenues: | 138,063 | 139,823 | 143,109 |
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 62,048 | 65,661 | 66,698 |
Patient engagement | |||
Revenues: | |||
Revenues: | 7,443 | 6,955 | 6,278 |
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | $ 3,628 | $ 3,856 | $ 3,068 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Retained Earnings | Treasury Stock |
Beginning balance (in shares) at Dec. 31, 2020 | 14,511 | ||||
Beginning balance at Dec. 31, 2020 | $ 200,000 | $ 15 | $ 181,622 | $ 19,624 | $ (1,261) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 18,430 | 18,430 | |||
Issuance of restricted stock (in shares) | 229 | ||||
Forfeiture of common stock (in shares) | (6) | ||||
Stock-based compensation | 5,457 | 5,457 | |||
Treasury stock purchases | (1,315) | (1,315) | |||
Ending balance (in shares) at Dec. 31, 2021 | 14,734 | ||||
Ending balance at Dec. 31, 2021 | 222,572 | $ 15 | 187,079 | 38,054 | (2,576) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | 15,867 | 15,867 | |||
Exercise of stock options (in shares) | 4 | ||||
Exercise of stock option | 23 | 23 | |||
Issuance of restricted stock (in shares) | 189 | ||||
Forfeiture of common stock (in shares) | (14) | ||||
Stock-based compensation | 5,173 | 5,173 | |||
Treasury stock purchases | (11,924) | (11,924) | |||
Ending balance (in shares) at Dec. 31, 2022 | 14,913 | ||||
Ending balance at Dec. 31, 2022 | 231,711 | $ 15 | 192,275 | 53,921 | (14,500) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net income | (45,789) | (45,789) | |||
Issuance of restricted stock (in shares) | 210 | ||||
Forfeiture of common stock (in shares) | (2) | ||||
Stock-based compensation | 3,271 | 3,271 | |||
Treasury stock purchases | (2,575) | (2,575) | |||
Ending balance (in shares) at Dec. 31, 2023 | 15,121 | ||||
Ending balance at Dec. 31, 2023 | $ 186,618 | $ 15 | $ 195,546 | $ 8,132 | $ (17,075) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Activities | |||
Net income (loss), as reported | $ (45,789) | $ 15,867 | $ 18,430 |
Adjustments to net income (loss): | |||
Provision for bad debt | 1,920 | 992 | 2,592 |
Deferred taxes | (11,305) | (6,688) | 3,502 |
Stock based compensation | 3,271 | 5,173 | 5,457 |
Depreciation | 1,946 | 2,443 | 2,156 |
Amortization of acquisition-related intangibles | 16,426 | 17,403 | 13,786 |
Amortization of software development costs | 8,096 | 3,484 | 931 |
Amortization of deferred finance costs | 359 | 332 | 293 |
Gain on contingent consideration | 0 | (565) | 0 |
Goodwill impairment | 35,913 | 0 | 0 |
Trademark impairment | 2,342 | 0 | 0 |
Loss on extinguishment of debt | 0 | 125 | 0 |
Loss on disposal of property and equipment | 117 | 0 | 313 |
Non-cash operating lease costs | 1,602 | 2,166 | 1,753 |
Changes in operating assets and liabilities (net of acquired assets and liabilities): | |||
Accounts receivable | (11,319) | (12,428) | (3,204) |
Financing receivables | 2,659 | 6,144 | 8,098 |
Inventories | 309 | 71 | 229 |
Prepaid expenses and other | (4,554) | (2,930) | (3,914) |
Accounts payable | 3,075 | (1,429) | (615) |
Deferred revenue | (2,913) | 61 | 2,099 |
Operating lease liabilities | (2,063) | (2,019) | (1,753) |
Other liabilities | 1,894 | 275 | 401 |
Prepaid income taxes/income taxes payable | (927) | 3,898 | (2,810) |
Net cash provided by operating activities | 1,059 | 32,375 | 47,744 |
Investing Activities | |||
Purchases of property and equipment | (346) | (270) | (920) |
Purchase of business, net of cash received | (36,705) | (43,364) | (59,634) |
Investment in software development | (23,059) | (19,097) | (9,365) |
Net cash used in investing activities | (60,110) | (62,731) | (69,919) |
Financing Activities | |||
Proceeds from long-term debt | 0 | 575 | 0 |
Payments of long-term debt principal | (3,500) | (3,563) | (3,750) |
Proceeds from revolving line of credit | 67,023 | 48,000 | 61,000 |
Payments of revolving line of credit | (5,000) | (5,300) | (35,000) |
Payments of contingent consideration | 0 | (1,935) | 0 |
Proceeds from exercise of stock options | 0 | 23 | 0 |
Treasury stock purchases | (2,575) | (11,924) | (1,315) |
Net cash provided by financing activities | 55,948 | 25,876 | 20,935 |
Decrease in cash and cash equivalents | (3,103) | (4,480) | (1,240) |
Cash and cash equivalents at beginning of year | 6,951 | 11,431 | 12,671 |
Cash and cash equivalents at end of year | 3,848 | 6,951 | 11,431 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 9,298 | 5,863 | 2,817 |
Cash paid for income taxes, net of refund | $ 3,659 | $ 4,765 | $ 3,503 |
NATURE OF OPERATIONS
NATURE OF OPERATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
NATURE OF OPERATIONS | NATURE OF OPERATIONS Founded in 1979, TruBridge, Inc. (“TruBridge” or the “Company”) is a leading provider of healthcare solutions and services for community hospitals, their clinics and other healthcare systems. Previously named Computer Programs and Systems, Inc., the Company changed its name to TruBridge, Inc. on March 4, 2024 in a Company-wide rebranding and legal entity consolidation. During 2023, TruBridge was the parent of ten companies – Evident, LLC (“Evident”), Healthland Holding Inc. (“HHI”), Healthland Inc., Rycan Technologies, Inc., American HealthTech, Inc. (“AHT”), TruBridge, LLC, iNetXperts, Corp d/b/a Get Real Health (“GRH”), TruCode LLC (“TruCode”), Healthcare Resource Group, Inc. (“HRG”) and Viewgol, LLC (“Viewgol”). 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 three operating segments, which are also our reportable segments: RCM, EHR, and Patient Engagement. These reporting segments contribute towards the combined focus of improving the health of the communities we serve as follows: • The Revenue Cycle Management (“RCM”) reporting segment focuses on providing a complete RCM solution for all care settings, regardless of their primary healthcare information solutions provider along with business management, consulting, managed IT services, analytics and business intelligence. • The electronic health record (“ EHR”) segment provides comprehensive acute care solutions and related services for community hospitals and their physician clinics. AHT is one of the nation’s largest providers of post-acute care EHR solutions and services for post-acute care facilities. In January 2024, the Company disposed of its interest in AHT, refer to Note 19 – Subsequent Events for more information. • The Patient Engagement segment offers comprehensive patient engagement and empowerment technology solutions to improve patient outcomes and engagement strategies with care providers. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Principles of Consolidation The 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. The Company has no items of other comprehensive income (loss) in any period presented. Therefore, as presented in the Company's statements of operations, net income (loss) equals comprehensive income (loss). Cash and Cash Equivalents Cash and cash equivalents can include time deposits and certificates of deposit with original maturities of three months or less that are highly liquid and readily convertible to a known amount of cash. These assets are stated at cost, which approximates market value, due to their short duration or liquid nature. Change in Useful Lives of Intangible Assets In accordance with its policy, the Company reviews the estimated useful lives of its intangible assets on an ongoing basis. This review indicated that the actual lives of certain developed technology were shorter than the estimated useful lives used for amortization purposes in the Company's financial statements. As a result, effective January 1, 2021, the Company changed its estimates of the useful lives of certain developed technology to better reflect the estimated periods during which these assets will remain in service. The remaining useful life of certain developed technology that was 3.25 years at January 1, 2021 was reduced to 2 years, while the remaining useful life of certain developed technology that was 4.25 years was reduced to 3 years. The effect of this change was to increase 2021 amortization expense by approximately $1.0 million and decrease 2021 net income and basic and diluted earnings per share by $0.8 million and $0.06, respectively. Presentation Commencing with the fourth quarter of 2022, the Company realigned its reporting structure due to certain organizational changes. As a result, the Company changed its three reportable segments from (i) TruBridge, (ii) Acute Care EHR, and (iii) Post-acute care EHR to (i) RCM, (ii) EHR, and (iii) Patient Engagement. All prior segment information has been recast to reflect the Company's new segment structure and current period presentation. Refer to Note 18 - Segment Reporting for more information. Additional changes to the presentation of amounts within our condensed consolidated statements of income are as follows: • During the first quarter of 2023, we identified certain costs related to the implementation of our cloud strategy and our security operations center that were recorded within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR" on our condensed consolidated statements of operations, that we determined do not solely contribute to the production of EHR products and services, but support the overall business. Consequently, effective January 1, 2023, certain costs related to the implementation of our cloud strategy, which were formerly included within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR," have been recorded as components of "Product development" expenses. In addition, certain costs related to the Company's security operations center, which were formerly included within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR," have been recorded as components of "General and administrative" expenses. Additionally, immaterial travel costs were reclassified from within the caption "Costs of revenue (exclusive of amortization and depreciation) - RCM" to "Product development" expenses. Amounts presented for the years ended December 31, 2022 and 2021 have been reclassified to conform to the current presentation. • In addition, during the first quarter of 2023, we refined our operating expense allocation methodology to more accurately distribute the appropriate share of costs among operating segments. Amounts presented for the years ended December 31, 2022 and 2021 have been reclassified and are reflective of the current operating expense methodology in order to conform to the current presentation. • During the third quarter of 2023, we changed the presentation of certain costs previously recorded within the expense captions of "Product development" and "General and administrative" to better comply with the disclosure requirements of Staff Accounting Bulletin Topic 11.B., Miscellaneous Disclosure: Depreciation and Depletion Excluded from Cost of Sales. These changes are summarized as follows: ◦ Amortization expense associated with capitalized software development costs, previously recorded within the expense caption of "Product development," has been combined with amounts previously recorded within the expense caption "Amortization of acquisition-related intangibles" and reflected in a newly-presented expense caption of "Amortization." ◦ Depreciation expense previously recorded within the expense caption of "General and administrative" has been reclassified within the newly-presented expense caption of "Depreciation." ◦ The expense caption previously labelled as "Costs of sales" has been renamed "Costs of revenue (exclusive of amortization and depreciation)," with the previously reported reference to "Gross profit" removed from the current presentation. The following table provides the amounts reclassified and the impact of applying the current operating expense allocation methodology for the years ended December 31, 2022 and 2021. December 31, 2022 (in thousands) As previously reported Re-classifications As reclassified Impact of operating expense allocations As currently reported Costs of revenue (exclusive of amortization and depreciation) RCM $ 97,010 $ 14 $ 97,024 $ — $ 97,024 EHR 71,347 (3,054) 68,293 (2,632) 65,661 Other expenses Product development 30,926 (1,660) 29,266 2,632 31,898 General and administrative 56,192 (1,227) 54,965 — 54,965 Amortization of acquisition-related intangibles 17,403 (17,403) — — — Amortization — 20,887 20,887 — 20,887 Depreciation — 2,443 2,443 — 2,443 December 31, 2021 (in thousands) As previously reported Re-classifications As reclassified Impact of operating expense allocations As currently reported Costs of revenue (exclusive of amortization and depreciation) RCM $ 66,015 $ — $ 66,015 $ — $ 66,015 EHR 70,664 (1,049) 69,615 (2,917) 66,698 Other expenses Product development 30,389 (497) 29,892 2,917 32,809 General and administrative 50,022 (1,541) 48,481 — 48,481 Amortization of acquisition-related intangibles 13,786 (13,786) — — — Amortization — 14,717 14,717 — 14,717 Depreciation — 2,156 2,156 — 2,156 Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company establishes a general allowance for credit losses based on collections history. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific allowance for credit losses may be recorded to reduce the related receivable to the amount expected to be recovered. Financing Receivables Financing receivables are comprised of short-term payment plans and sales-type leases. Short-term payment plans are stated at the amount the Company expects to collect and do not bear interest. Sales-type leases are initially recorded at the present value of the related minimum lease payments. An allowance for credit losses has been established for our financing receivables based on the historical level of customer defaults under such arrangements. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific reserve may be recorded to reduce the related receivable to the amount expected to be recovered. Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms, with amounts reclassified to accounts receivable when they become due. As a result, we evaluate the credit quality of our financing receivables on an ongoing basis utilizing an aging of receivables and write-offs, customer collection experience, the customer’s financial condition and known risk characteristics impacting the respective customer base, as well as existing economic conditions, to determine if any further allowance is necessary. Amounts are specifically charged off once all available means of collection have been exhausted. Inventories Inventories are stated at lower of cost or net realizable value using the average cost method. The Company’s inventories are comprised of computer equipment, forms and supplies. Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Additions and improvements to property and equipment that materially increase productive capacity or extend the life of an asset are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. Upon retirement or other disposition of such assets, the related costs and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is included in the results of operations. Depreciation expense is computed using the straight-line method over the asset’s useful life, which is generally 5 years for computer equipment, furniture, and fixtures and 30 years for buildings. Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term. The Company reviews for the possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation expense is reported in the consolidated statements of operations as a component of costs of sales and operating expenses. Business Combinations We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; restructuring costs associated with a business combination are expensed as incurred; contingent consideration is measured at fair value at the acquisition date, with changes in fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management's estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses' operations are included in the Consolidated Statements of Operations of the combined entity beginning on the date of the acquisition. We have applied this acquisition method to the transactions described in Note 3 - Business Combinations. Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We test annually for impairment as of October 1. As part of our annual goodwill impairment test, we first assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If we conclude that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, we conduct a quantitative goodwill impairment assessment, which compares the fair value of the reporting unit with its carrying amount, including goodwill. If the carrying amount of the reporting unit exceeds its fair value, an impairment charge is recognized for the amount by which the carrying amount exceeds the total amount of goodwill allocated to that reporting unit. If the fair value of the reporting unit exceeds its carrying amount, the goodwill of the reporting unit is not considered to be impaired. Our reporting units assessed for impairment of goodwill include: RCM (formerly the “TruBridge” reporting unit), Acute Care EHR, Post-acute care EHR (comprised solely of AHT, which was disposed in January 2024), and Patient Engagement (formerly a component of our former “TruBridge” reporting unit). We did not identify any events or circumstances that would require interim goodwill impairment testing prior to October 1, 2023. Based on our assessment as of October 1, 2023, we determined that there was no impairment of goodwill for our RCM reporting unit. However, quantitative evaluations of the fair values of each of our remaining three reporting units, using a combination of the income and market valuation approaches, resulted in impairment conclusions as follows: • Our Acute Care EHR reporting unit was assessed goodwill impairment charges of $6.4 million due to deteriorating market conditions, the related impact to the cost of capital, and lowered expectations regarding long-term margin potential. • Our Post-acute care EHR reporting unit was assessed goodwill impairment charges of $2.2 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding the long-term persistence of elevated customer attrition levels. • Our Patient Engagement reporting unit was assessed goodwill impairment charges of $7.6 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding long-term growth prospects as sales pipelines have been stubborn to develop to the robust levels previously anticipated. During the fourth quarter of 2023, the decision to accept an offer for the sale of AHT that was well below the related reporting unit’s carrying value was considered a triggering event requiring reassessment of the reporting unit’s goodwill, resulting in an additional goodwill impairment charge of $19.7 million. Lastly, management considered the continued decrease in the Company’s market capitalization since our most recent quantitative analysis dated October 1, 2023 to be a triggering event warranting a further quantitative goodwill impairment analysis as of December 31, 2023. As a result of this updated quantitative goodwill impairment analysis as of December 31, 2023, management concluded that there was no further impairment to goodwill. We determined there was no impairment to goodwill as of December 31, 2022 or 2021. Purchased Intangible Assets Purchased intangible assets are acquired in connection with a business acquisition, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time. We assess the recoverability of intangible assets whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable. The carrying amount is not recoverable if it exceeds the undiscounted sum of cash flows expected to result from the use and eventual disposition of the asset. If the asset is not recoverable, the impairment loss is measured by the excess of the asset's carrying amount over its fair value. During the fourth quarter of 2023, the Company committed to the Company-wide rebranding and legal entity consolidation initiative that culminated in the change of the Company’s corporate name to “TruBridge, Inc.” on March 4, 2024. As a result of this initiative, it was expected that certain of the Company’s brand names and related trademarks would cease to be used, resulting in total trademark impairment recorded during the year ended December 31, 2023 of $2.3 million. Of the total trademark impairment charge, $1.0 million is derived from our RCM segment, $1.2 million is derived from our EHR segment, and $0.1 million is derived from our Patient Engagement segment. We determined there was no impairment to purchased intangible assets as of December 31, 2022 or 2021. Revenue Recognition 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. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under Accounting Standards Codification 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. • Revenue Cycle Management Our RCM business unit provides an array of business processing services ("BPS") 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 based on the stand-alone selling price ("SSP"), net of discounts. SSP for BPS services is determined based on observable stand-alone selling prices. 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 BPS with certain amounts varying based on utilization and/or volumes. Our RCM 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 RCM 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 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. • Electronic Health Records 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 community hospitals and post-acute providers. • Non-recurring Revenues • Perpetual software licenses and installation, conversion, and related training services 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. EHR 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. • 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 three • Subscriptions to third-party content revenue 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 service is provided to the client over the contract term. Payment is due monthly for SaaS services provided. Refer to Note 18 of the consolidated financial statements for further information, including revenue by client base (acute care or post-acute care) bifurcated by recurring and non-recurring revenue. • Patient Engagement The Company enters into contractual obligations to sell perpetual and term-based software licenses, implementation and customization professional services, and software application support services to a variety of healthcare organizations including hospital systems, health ministries, and government and non-profit organizations. • Non-recurring Revenues • Perpetual software licenses are sold only to one re-seller client and are considered a separate and distinct performance obligation. Revenue is recognized at the point in time perpetual licenses are delivered to the client, which occurs at the time of sale. The SSP of perpetual licenses is directly observable. Payment is generally due upon delivery of licenses. • 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. • Recurring Revenues • 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 upon annual renewal. • Software application support services sold with software licenses are separate and distinct performance obligations. The related revenues are recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three Refer to Note 18 of the consolidated financial statements for further information. • 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 for the years ended December 31, 2023 and 2022, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2023 2022 Beginning balance $ 11,590 $ 11,529 Deferred revenue recorded 17,192 25,579 Less deferred revenue recognized as revenue (20,105) (25,518) Ending balance $ 8,677 $ 11,590 The deferred revenue recorded for the years ended December 31, 2023 and 2022 is comprised primarily of the annual renewals of certain software subscriptions billed during the first quarter of each year and deposits collected for future EHR installations. The deferred revenue recognized as revenue during the years ended December 31, 2023 and 2022 is comprised primarily of the periodic recognition of annual renewals that were deferred until earned and deposits for future EHR installations that were deferred until earned. • Costs to Obtain and Fulfill a Contract with a Customer Costs to obtain a contract include the commission costs related to SaaS and RCM arrangements, which are capitalized and amortized ratably over the expected life of the customer. 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 expensed within sales and marketing expenses in the accompanying 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. Costs to fulfill contracts consist of the payroll costs for the implementation of SaaS arrangements, including time for training, conversion, and installation that is necessary for the software to be utilized. Contract fulfillment costs are expensed within the caption "Electronic health record - Cost of sales" in the accompanying consolidated statements of operations. Costs to obtain and fulfill contracts related to SaaS and RCM arrangements are included within the "Prepaid expenses and other" and "Other assets, net of current portion" line items on our consolidated balance sheets. The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 2023 and 2022, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2023 2022 Beginning balance $ 11,577 $ 7,312 Costs to obtain and fulfill contracts capitalized 7,390 11,361 Less costs to obtain and fulfill contracts recognized as expense (5,852) (7,096) Ending balance $ 13,115 $ 11,577 • Significant Judgments Our contracts with clients often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or for performance obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires significant judgment. Allocating the transaction price, including estimating SSP of promised goods and services for contracts with discounts or variable consideration, may require significant judgment. Due to the short time frame of the implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same reporting period. In scenarios where the Company enters into a contract that includes both a software license and BPS or other services that are charged based on volume of services rendered, the Company allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to satisfy that performance obligation. Significant judgment is required in determining the expected life of a customer relationship, which is the amortization period for costs to obtain and fulfill a contract that have been capitalized. The Company determined that the expected life of the customer relationship is not materially different from the initial contract term based on the characteristics of the SaaS offering. • Remaining Performance Obligations 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. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. Stock-Based Compensation The Company accounts for stock-based compensation according to the provisions of ASC 718, Compensation – Stock Compensation , which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. Software Development Costs Our software solutions are offered to our clients through SaaS delivery models, traditional perpetual licenses, and term licenses. Development costs associated with the solutions offered exclusively through a SaaS model are accounted for in accordance with ASC 350-40, Internal Use Software . All other client solution development costs are accounted for in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed . Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. We capitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over five years. We test for impairment whenever events or changes in circumstances that could impact recoverability occur. Under ASC 985-20, software development costs incurred in creating computer software solutions are expensed until technological feasibility has been established upon completion of a detailed program design or, in the absence of a detailed program design, upon completion of a product design and working model of the software product. Thereafter, all software development costs incurred through the software’s general release date are capitalized and subsequently recorded at the lower of amortized cost or net realizable value. Capitalized costs are amortized based on the current and expected future revenue for each software solution with minimum annual amortization equal to the straight-line amortization over the estimated economic life of the solution, which is estimated to be five years. See Note 5 to the consolidated financial statements for further information relating to our softw |
BUSINESS COMBINATIONS
BUSINESS COMBINATIONS | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
BUSINESS COMBINATIONS | BUSINESS COMBINATIONS Acquisition of Viewgol, LLC On October 16, 2023, we acquired all of the assets and liabilities of Viewgol, LLC (“Viewgol”), a Delaware limited liability company, pursuant to a Securities Purchase Agreement dated October 16, 2023. Based in Frisco, Texas, Viewgol is a provider of ambulatory RCM analytics and complementary outsourcing services with an extensive offshore presence we intend to leverage and grow to accommodate the growing demand for RCM services by our pre-existing acute care customers. Consideration for the acquisition included cash (net of cash of the acquired entity) of $36.7 million (inclusive of seller's transaction expenses). Also included in the acquisition consideration were contingent earnout payments of (i) up to $21.5 million based on the Viewgol business achieving earnings before interest, taxes, depreciation, and amortization (“EBITDA”) of $6.0 million or more during fiscal year 2024 (the “EBITDA Earnout Amount”), and (ii) up to $10.0 million based on the number of productive agents the Viewgol business hires in India in fiscal year 2024 (the “Offshore Earnout Amount”); provided, however, that none of the Offshore Earnout Amounts may be earned if the EBITDA Earnout Amount’s minimum EBITDA threshold of $6.0 million is not achieved during fiscal 2024. During 2023, we incurred approximately $4.7 million of pre-tax acquisition expenses in our consolidated statements of operations. Our acquisition of Viewgol was treated as a purchase in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment. The allocation of the purchase price paid for Viewgol was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 1,449 Accounts receivable 2,233 Prepaid expenses 132 Property and equipment 1,112 Intangible assets 17,720 Goodwill 17,263 Accounts payable and accrued liabilities (711) Contingent consideration (1,044) Net assets acquired $ 38,154 The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations. The fair value measurements of tangible and intangible assets and liabilities (including those related to contingent consideration) were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables. Our consolidated statement of operations for the year ended December 31, 2023 includes revenues and earnings of approximately $3.8 million and $0.3 million, respectively, attributed to the acquired business since the October 16, 2023 acquisition date. The following unaudited pro forma revenue, net income and earnings per share amounts for the years ended December 31, 2023 and 2022 give effect to the Viewgol acquisition as if it had been completed on January 1, 2022. The pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of what the operating results actually would have been during the periods presented had the Viewgol acquisition been completed on January 1, 2022. In addition, the unaudited pro forma financial information does not purport to project future operating results. The pro forma information does not fully reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Viewgol acquisition. Year Ended December 31, (In thousands, except per share data, unaudited) 2023 2022 Pro forma revenues $ 351,731 $ 338,009 Pro forma net income $ (47,735) $ 15,536 Pro forma diluted earnings per share $ (3.36) $ 1.10 Pro forma net income was calculated by adjusting the results for the applicable period to reflect (i) the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2022 and (ii) the pro forma adjustment to interest expense as a result of utilizing revolver debt to finance the acquisition. Acquisition of Healthcare Resource Group On March 1, 2022, we acquired all of the assets and liabilities of Healthcare Resource Group, Inc., a Washington corporation ("HRG"), pursuant to a Stock Purchase Agreement dated March 1, 2022. Based in Spokane, Washington, HRG is a leading provider of customized RCM solutions and consulting services that enable hospitals and clinics to improve efficiency, profitability, and patient satisfaction. Consideration for the acquisition included cash (net of cash of the acquired entity) of $43.6 million (inclusive of seller's transaction expenses). During 2022, we incurred approximately $1.2 million of pre-tax acquisition costs in connection with the acquisition of HRG. Acquisition costs are included in general and administrative expenses in our consolidated statements of operations. Our acquisition of HRG was treated as a purchase in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment. The allocation of the purchase price paid for HRG was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 3,989 Accounts receivable 5,655 Prepaid expenses 398 Property and equipment 467 Other assets 73 Intangible assets 24,200 Operating lease assets 1,315 Goodwill 20,750 Accounts payable and accrued liabilities (2,403) Deferred taxes, net (5,565) Operating lease liability (1,315) Net assets acquired $ 47,564 The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations. The fair value measurements of tangible and intangible assets and liabilities were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables. Acquisition of TruCode On May 12, 2021, we acquired all of the assets and liabilities of TruCode LLC, a Virginia limited liability company ("TruCode"), pursuant to a Stock Purchase Agreement dated May 12, 2021. Based in Alpharetta, Georgia, TruCode provides configurable, knowledge-based software that gives coders, clinical documentation improvement specialists and auditors the flexibility to code according to their knowledge, preferences and experience. The cloud-based medical coding solution is bundled with our RCM solutions and services to enhance revenue cycle performance for healthcare organizations of all sizes. Consideration for the acquisition included cash (net of cash of the acquired entity) of $59.9 million (inclusive of seller's transaction expenses), plus a contingent earnout payment of up to $15.0 million tied to TruCode's EBITDA (subject to certain pro-forma adjustments) for the twelve- month Our acquisition of TruCode was treated as a purchase in accordance with ASC 805, Business Combinations , which requires allocation of the purchase price to the estimated fair values of assets and liabilities acquired in the transaction. Our allocation of the purchase price was based on management's judgment after evaluating several factors, including a valuation assessment. The allocation of the purchase price paid for TruCode was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 4,249 Accounts receivable 924 Prepaid expenses 2 Intangible assets 37,300 Goodwill 27,287 Accounts payable and accrued liabilities (1,840) Contingent consideration (2,500) Deferred revenue (1,300) Net assets acquired $ 64,122 The intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives. The amortization is included in amortization of acquisition-related intangibles in our consolidated statements of operations. The fair value measurements of tangible and intangible assets and liabilities (including those related to contingent consideration) were based on significant inputs not observable in the market and thus represent Level 3 measurements within the fair value measurement hierarchy (see Note 17 - Fair Value). Level 3 inputs included, among others, discount rates that we estimated would be used by a market participant in valuing these assets and liabilities, projections of revenues and cash flows, client attrition rates and market comparables. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
PROPERTY AND EQUIPMENT | PROPERTY AND EQUIPMENT Property and equipment were comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Land $ 2,848 $ 2,848 Buildings and improvements 8,481 8,320 Computer equipment 10,104 8,228 Leasehold improvements 631 783 Office furniture and fixtures 586 1,008 Automobiles 18 18 22,668 21,205 Less: accumulated depreciation (13,694) (11,321) Property and equipment, net $ 8,974 $ 9,884 |
SOFTWARE DEVELOPMENT
SOFTWARE DEVELOPMENT | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
SOFTWARE DEVELOPMENT | SOFTWARE DEVELOPMENT Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software and ASC 985-20, Costs of Software to be Sold, Leased, or Marketed. 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 estimate the useful life of our capitalized software and amortize its value on a straight-line basis over that estimated life, which is estimated to be 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 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 features are placed in service. Software development costs, net was comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Software development costs $ 51,349 $ 31,789 Less: accumulated amortization (12,210) (4,532) Software development costs, net $ 39,139 $ 27,257 |
OTHER ACCRUED LIABILITIES
OTHER ACCRUED LIABILITIES | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
OTHER ACCRUED LIABILITIES | OTHER ACCRUED LIABILITIES Other accrued liabilities were comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Salaries and benefits $ 5,194 $ 8,430 Severance 5,806 2,504 Commissions 1,185 1,280 Self-insurance reserves — 1,358 Contingent consideration 1,044 — Other 4,859 840 Operating lease liabilities, current portion 1,804 2,063 Other accrued liabilities $ 19,892 $ 16,475 |
NET INCOME PER SHARE
NET INCOME PER SHARE | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
NET INCOME PER SHARE | 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 (loss) 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 9) 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," the Codification 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. 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 for the years ended December 31, 2023, 2022, and 2021: (In thousands, except for per share data) 2023 2022 2021 Basic EPS Numerator Net income (loss) $ (45,789) $ 15,867 $ 18,430 Less: Net income (loss) attributable to participating securities 1,030 (311) (409) Net income (loss) attributable to common stockholders $ (44,759) $ 15,556 $ 18,021 Denominator Weighted average shares outstanding used in basic per common share computations 14,187 14,356 14,290 Basic EPS $ (3.15) $ 1.08 $ 1.26 Diluted EPS Numerator Net income (loss) attributable to common stockholders for diluted EPS $ (44,759) $ 15,556 $ 18,021 Denominator Weighted average shares outstanding used in basic per common share computations 14,187 14,356 14,290 Weighted average effect of dilutive securities: Performance share awards — — 28 Weighted average shares outstanding used in diluted per common share computations 14,187 14,356 14,318 Diluted EPS $ (3.15) $ 1.08 $ 1.26 |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | INCOME TAXES The Company accounts for income taxes in accordance with ASC 740, Accounting for Income Taxes . These provisions require a company to determine whether it is more likely than not that a tax position will be sustained upon examination based on the technical merits of the position. If the more-likely-than-not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. The Company did not have any material unrecognized tax positions as of December 31, 2023 and 2022. The federal returns for tax years 2020 through 2022 remain open to examination, and the tax years 2019 through 2022 remain open to examination by certain other taxing jurisdictions to which the Company is subject. Additional years may be open to the extent attributes are being carried forward to an open year. Deferred income taxes arise from the temporary differences in the recognition of income and expenses for tax purposes. A valuation allowance is established when the Company believes that it is more likely than not that some portion of its deferred tax assets will not be realized. Deferred tax assets and liabilities were comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Deferred tax assets: Accounts receivable and financing receivables $ 871 $ 877 Stock-based compensation 1,275 1,909 Deferred revenue 367 1,002 Research expenditures 16,496 9,779 Accrued severance 890 490 Right of use asset 952 1,848 Other 2,770 814 Net operating loss 3,656 3,738 Deferred tax assets 27,277 20,457 Less: Valuation allowance 604 604 Total deferred tax assets $ 26,673 $ 19,853 Deferred tax liabilities: Intangible assets $ 14,477 $ 20,941 Accrued liabilities and other 12,127 9,259 Fixed assets 254 527 Right of use liability 1,045 $ 1,884 Total deferred tax liabilities $ 27,903 $ 32,611 Total net deferred tax liability $ (1,230) $ (12,758) Under the Tax Cuts and Jobs Act, Internal Revenue Code ("IRC") Section 174 amended the federal tax treatment of research or experimental expenditures paid or incurred during the tax year, which allowed for expensing of such costs in the year incurred for federal income tax purposes. Effective for the 2022 tax year, taxpayers are required to capitalize and amortize specified research or experimental expenditures over a five-year period. As a result of the change to IRC Section 174, a deferred tax asset of $9.8 million was recorded for the tax year ended December 31, 2022. Significant components of the income tax (benefit) provision for the years ended December 31, 2023, 2022 and 2021 were as follows: (In thousands) 2023 2022 2021 Current provision: Federal $ 2,392 $ 6,482 $ 731 State 322 2,420 413 Deferred provision: Federal (8,884) (4,769) 3,331 State (2,421) (1,919) 171 Total income tax (benefit) provision $ (8,591) $ 2,214 $ 4,646 The difference between income taxes at the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2023, 2022 and 2021, and those reported in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 are as follows: (In thousands) 2023 2022 2021 Income taxes at U.S. federal statutory rate $ (11,420) $ 3,797 $ 4,846 Provision-to-return adjustments (999) (539) 117 State income tax, net of federal tax effect (2,157) 428 509 Tax credits (2,481) (1,254) (1,274) Contingent consideration — (406) — Goodwill impairment 7,542 — — Stock-based compensation 65 (112) (74) Non-deductible compensation - 162(m) 15 306 510 Other 844 (6) 12 Total income tax (benefit) provision $ (8,591) $ 2,214 $ 4,646 Our effective tax rates for the years ended December 31, 2023, 2022 and 2021 were 16%, 12% and 20% respectively. Our effective tax rate for 2023 was significantly impacted by the non-deductible nature of our goodwill impairment charges and the changing relationship between net income or loss and research and development tax credits, which accumulate as benefits even in years with loss positions such as 2023. Our effective tax rate for 2022 was impacted by the non-taxable nature of our recorded gain on contingent consideration, which served to reduce the year's effective tax rate by 2.2%, while lowered provision-to-return adjustments resulted in an incremental 3.5% decrease in our effective tax rate for 2022 compared to 2021. We have federal net operating loss carryforwards related to the acquisitions of Healthland Holding Inc. ("HHI") and Get Real Health of $3.4 million, $5.9 million, and $7.9 million for the years ending December 31, 2023, 2022, and 2021, respectively, which expire at various dates from 2027 to 2036. We have state net operating loss carryforwards related to the acquisitions of HHI and Get Real Health and normal business operations of $68.2 million, $39.8 million, and $29.9 million for the years ending December 31, 2023, 2022, and 2021, respectively, which expire at various dates from 2024 to 2043. |
STOCK-BASED COMPENSATION AND EQ
STOCK-BASED COMPENSATION AND EQUITY | 12 Months Ended |
Dec. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION AND EQUITY | STOCK-BASED COMPENSATION AND EQUITY 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"). Stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. As of December 31, 2023, there was a total o f 805,771 sh ar es of common stock reserved under the Plan for issuance under future share-based payment arrangements. The following table details total stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021, included in the consolidated statements of operations: (In thousands) 2023 2022 2021 Costs of sales $ 745 $ 809 $ 990 Operating expenses 2,526 4,364 4,467 Pre-tax stock-based compensation expense 3,271 5,173 5,457 Less: income tax effect (687) (1,086) (1,146) Net (after tax) stock-based compensation expense $ 2,584 $ 4,087 $ 4,311 As of December 31, 2023, there was $6.3 million of unrecognized compensation cost related to unvested or unearned, as applicable, stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period of 1.9 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. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which ranges from one A summary of restricted stock activity (including shares of restricted stock issued pursuant to the settlement of performance share awards) under the Plan during the years ended December 31, 2023, 2022 and 2021 is as follows: Shares Weighted-Average Grant-Date Fair Value Unvested stock outstanding at January 1, 2021 412,967 $ 28.87 Granted 153,700 31.22 Vested (245,455) 29.16 Forfeited (6,329) 29.10 Unvested stock outstanding at December 31, 2021 314,883 $ 29.79 Granted 161,375 34.22 Vested (181,405) 29.79 Forfeited (13,692) 31.66 Unvested stock outstanding at December 31, 2022 281,161 $ 32.24 Granted 210,351 26.44 Vested (145,529) 31.35 Forfeited (2,668) 29.23 Unvested stock outstanding at December 31, 2023 343,315 $ 29.08 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. 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 will 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 for the years ended December 31, 2023, 2022 and 2021, is as follows, based on the target award amounts set forth in the performance share award agreements: Shares Weighted-Average Grant-Date Fair Value Performance share awards outstanding at January 1, 2021 252,852 $ 29.27 Granted 93,444 31.26 Forfeited or unearned (20,373) 29.92 Vested and issued (75,971) 30.50 Performance share awards outstanding at December 31, 2021 249,952 $ 29.59 Granted 101,799 37.98 Forfeited or unearned (72,059) 32.74 Performance share awards converted to restricted stock (27,317) 31.75 Performance share awards outstanding at December 31, 2022 252,375 $ 31.84 Granted 122,071 31.21 Forfeited or unearned (100,655) 27.46 Vested and issued — — Performance share awards outstanding at December 31, 2023 273,791 $ 33.17 Stock Repurchases |
CONCENTRATION OF CREDIT RISK
CONCENTRATION OF CREDIT RISK | 12 Months Ended |
Dec. 31, 2023 | |
Risks and Uncertainties [Abstract] | |
CONCENTRATION OF CREDIT RISK | CONCENTRATION OF CREDIT RISK Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of temporary cash investments and trade receivables (including financing receivables). The Company places its temporary cash investments with credit-worthy, high-quality financial institutions. The Company’s customer base is concentrated in the healthcare industry. Customers are primarily located throughout the United States. The Company requires no collateral or other security to support customer trade receivables. An allowance for credit losses for trade receivables and an allowance for credit losses for financing receivables have been established for potential credit losses based on historical collection experience. The Company maintains its cash and cash equivalents in bank deposit accounts, which, at times, may exceed federally insured limits. The Company has not experienced any losses in such accounts and does not believe it is exposed to any significant credit risk on cash and cash equivalents. |
FINANCING RECEIVABLES
FINANCING RECEIVABLES | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
FINANCING RECEIVABLES | FINANCING RECEIVABLES Short-Term Payment Plans The Company provides fixed monthly payment arrangements ("short-term payment plans") over terms ranging from three (In thousands) 2023 2022 Short-term payment plans, gross $ 788 $ 330 Less: allowance for credit losses (39) (16) Short-term payment plans, net $ 749 $ 314 Long-Term Financing Arrangements Additionally, the Company provides financing for purchases of its information and patient care systems 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 and 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 consolidated statements of operations. These receivables typically have terms from two The decrease in long-term financing arrangement balances during 2023 is primarily a result of the continued evolution of customer licensing preferences. Although the overwhelming majority of our historical EHR installations prior to 2019 were made under a perpetual license model, the dramatic shift in customer preferences to a SaaS license model began during 2019 with 49% of the year's new acute care EHR installations being performed in a SaaS model, compared to only 12% in 2018. The shift in customer preference toward a SaaS model has since continued, with SaaS installations representing approximately 63% of new acute care EHR installations in 2021, 100% in 2022 and 100% in 2023. Due to the nature of the revenue recognition requirements for SaaS arrangements coupled with recurring monthly payments, these arrangements do not give rise to long-term financing arrangements. The components of these receivables were as follows on December 31, 2023 and 2022: (In thousands) 2023 2022 Long-term financing arrangements, gross $ 5,212 $ 8,683 Less: allowance for credit losses (377) (533) Less: unearned income (361) (678) Long-term financing arrangements, net $ 4,474 $ 7,472 Future minimum payments to be received subsequent to December 31, 2023 are as follows: (In thousands) 2024 $ 3,157 2025 1,793 2026 178 2027 40 2028 36 Thereafter 8 Total minimum payments to be received 5,212 Less: allowance for credit losses (377) Less: unearned income (361) Receivables, net $ 4,474 Credit Quality of Financing Receivables and Allowance for Credit Losses The following table is a roll-forward of the allowance for financing credit losses for the years ended December 31, 2023 and 2022: (In thousands) Beginning Balance Provision Charge-offs Recoveries Ending Balance December 31, 2023 $ 549 $ (133) $ — $ — $ 416 December 31, 2022 $ 722 $ (211) $ 38 $ — $ 549 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 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, economic conditions, the customer’s financial condition, and known risk characteristics impacting the respective customer base of community hospitals, the most notable of which relate to enacted and potential changes in Medicare and Medicaid reimbursement rates as community 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 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 nonaccrual status. As a result, all past due amounts related to the Company’s financing receivables are included in trade accounts receivable in the accompanying 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 December 31, 2023 and 2022: (In thousands) 1 to 90 Days Past Due 91 to 180 Days Past Due 181 + Days Past Due Total Past Due December 31, 2023 $ 857 $ 231 $ 323 $ 1,411 December 31, 2022 $ 1,086 $ 278 $ 283 $ 1,647 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 the financing receivables or the financing receivables, current portion, net amounts in the accompanying consolidated balance sheets. 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), none of which are considered past due, based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable: (In thousands) December 31, 2023 December 31, 2022 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 $ 1,068 $ 3,876 Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due 1,720 1,369 Uninvoiced client financing receivables related to trade accounts receivable that are 181+ Days Past Due 965 1,894 Total uninvoiced client financing receivables balances of clients with a trade accounts receivable $ 3,753 $ 7,139 Total uninvoiced client financing receivables of clients with no related trade accounts receivable 1,098 866 Total financing receivables with contractual maturities of one year or less 788 330 Less: allowance for credit losses (416) (549) Total financing receivables $ 5,223 $ 7,786 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
INTANGIBLE ASSETS AND GOODWILL | INTANGIBLE ASSETS AND GOODWILL Our purchased definite-lived intangible assets as of December 31, 2023 and 2022 are summarized as follows: Total December 31, 2023 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 132,170 $ 12,320 $ 40,800 $ 1,400 $ 186,690 Intangible assets acquired 16,100 — 1,400 220 17,720 Accumulated amortization (63,686) (6,974) (29,934) (522) (101,116) Accumulated impairment — (2,342) — — (2,342) Held for sale (8,735) (3,004) — — (11,739) Net intangible assets as of December 31, 2023 $ 75,849 $ — $ 12,266 $ 1,098 $ 89,213 Weighted average remaining years of useful life 8 0 8 3 6 December 31, 2022 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 112,570 $ 12,320 $ 37,600 $ — $ 162,490 Intangible assets acquired 19,600 — 3,200 1,400 24,200 Accumulated amortization (52,371) (6,076) (26,010) (233) (84,690) Net intangible assets as of December 31, 2022 $ 79,799 $ 6,244 $ 14,790 $ 1,167 $ 102,000 During the fourth quarter of 2023, the Company committed to the Company-wide rebranding and legal entity consolidation initiative that culminated in the change of the Company’s corporate name to “TruBridge, Inc.” on March 4, 2024. As a result of this initiative, it was expected that certain of the Company’s brand names and related trademarks would cease to be used, resulting in total trademark impairment recorded during the year ended December 31, 2023 of $2.3 million. Of the total trademark impairment charge, $1.0 million is derived from our RCM segment, $1.2 million is derived from our EHR segment, and $0.1 million is derived from our Patient Engagement segment. The following table represents the remaining amortization of definite-lived intangible assets as of December 31, 2023: (In thousands) For the year ended December 31, 2024 $ 12,506 2025 12,191 2026 11,516 2027 10,496 2028 10,203 Due thereafter 32,301 Total $ 89,213 The following table sets forth the change in the carrying amount of goodwill by segment for the years ended December 31, 2023, 2022, and 2021: (In thousands) RCM EHR Patient engagement Total Balance as of December 31, 2021 $ 41,281 $ 126,665 $ 9,767 $ 177,713 Goodwill acquired 20,540 — — 20,540 Balance as of December 31, 2022 61,821 126,665 9,767 198,253 Goodwill acquired 17,263 — — 17,263 Goodwill impairment — (28,307) (7,606) (35,913) Held for sale — (7,694) (7,694) Balance as of December 31, 2023 $ 79,084 $ 90,664 $ 2,161 $ 171,909 Our reporting units assessed for impairment of goodwill include: RCM (formerly the “TruBridge” reporting unit), Acute Care EHR, Post-acute care EHR (comprised solely of AHT, which was disposed in January 2024), and Patient Engagement (formerly a component of our former “TruBridge” reporting unit). We did not identify any events or circumstances that would require interim goodwill impairment testing prior to October 1, 2023. Based on our quantitative assessment as of October 1, 2023, we determined that there was no impairment of goodwill for our RCM reporting unit. However, quantitative evaluations of the fair values of each of our remaining three reporting units, using a combination of the income and market valuation approaches, resulted in impairment conclusions as follows: • Our Acute Care EHR reporting unit was assessed goodwill impairment charges of $6.4 million due to deteriorating market conditions, the related impact to the cost of capital, and lowered expectations regarding long-term margin potential. • Our Post-acute care EHR reporting unit was assessed goodwill impairment charges of $2.2 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding the long-term persistence of elevated customer attrition levels. • Our Patient Engagement reporting unit was assessed goodwill impairment charges of $7.6 million due to deteriorating market conditions, the related impact to the cost of capital, and revised expectations regarding long-term growth prospects as sales pipelines have been stubborn to develop to the robust levels previously anticipated. During the fourth quarter of 2023, the decision to accept an offer for the sale of AHT that was well below the related reporting unit’s carrying value was considered a triggering event requiring reassessment of the reporting unit’s goodwill, resulting in an additional goodwill impairment charge of $19.7 million. Lastly, management considered the continued decrease in the Company’s market capitalization since our most recent quantitative analysis dated October 1, 2023 to be a triggering event warranting a further quantitative goodwill impairment analysis as of December 31, 2023. As a result of this updated quantitative goodwill impairment analysis, management concluded that there was no further impairment to goodwill. We determined there was no impairment to goodwill as of December 31, 2022 or 2021. |
LONG-TERM DEBT
LONG-TERM DEBT | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
LONG-TERM DEBT | LONG-TERM DEBT Long-term debt was comprised of the following at December 31, 2023 and 2022: (In thousands) December 31, 2023 December 31, 2022 Term loan facility $ 63,875 $ 67,375 Revolving credit facility 135,723 73,700 Debt obligations 199,598 141,075 Less: debt issuance costs (1,187) (1,546) Debt obligation, net 198,411 139,529 Less: current portion (3,141) (3,141) Long-term debt $ 195,270 $ 136,388 As of December 31, 2023, the carrying value of debt approximates the fair value due to the variable interest rate which reflects market rates. The interest rate for the outstanding debt under our term loan facility and revolving credit facility as of December 31, 2023 was 8.48%. 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. 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 range 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 December 31, 2023: (In thousands) 2024 $ 3,500 2025 3,500 2026 3,500 2027 189,098 Thereafter — $ 199,598 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. 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 First Amendment required the Company to maintain a minimum fixed charge coverage ratio of 1.25:1.00 throughout the duration of such agreement. 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. The Amended and Restated Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default. 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. 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 to avoid future covenant violations, or that such amendments will be available on commercially acceptable terms. 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. See Note 19 - Subsequent Events for disclosures related to the Third and Fourth Amendments to the Amended and Restated Credit Agreement, effective January 16, 2024 and February 29, 2024, respectively. |
BENEFIT PLANS
BENEFIT PLANS | 12 Months Ended |
Dec. 31, 2023 | |
Retirement Benefits [Abstract] | |
BENEFIT PLANS | BENEFIT PLANS In January 1994, the Company adopted the CPSI 401(k) Retirement Plan that covers all eligible employees of the Company. The plan allows eligible employees to contribute up to 60% of their pre-tax earnings up to the statutory limit prescribed by the Internal Revenue Service. The Company matches a discretionary amount determined by the Board of Directors. The Company contributed approximately $3.8 million, $3.5 million, and $3.2 million to the plan for the years ended December 31, 2023, 2022 and 2021, respectively. |
OPERATING LEASES
OPERATING LEASES | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
OPERATING LEASES | OPERATING LEASES The Company leases office space in various locations in Alabama, Pennsylvania, Minnesota, Maryland, Mississippi and Washington. These leases have terms expiring from 2024 through 2030 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 on a straight-line basis over the lease term. On July 28, 2021, the Company terminated its lease agreement for approximately 45,000 square feet of office space in Fairhope, Alabama. Pursuant to a Termination of Lease Agreement dated July 28, 2021, the Company paid $0.9 million to the landlord as consideration for the early termination. In connection with the lease termination, the Company derecognized the assets and liabilities associated with the operating lease and recorded a $0.3 million loss on the disposal of leasehold improvements. On April 30, 2023, the company terminated its lease agreement for approximately 12,500 square feet of office space in Plymouth, Minnesota. Pursuant to a Termination of Lease Agreement dated April 18, 2023, the Company paid $1.1 million to the landlord as consideration for the early termination. In connection with the lease termination, the Company derecognized the assets and liabilities associated with the operating lease and recorded a $0.1 million loss on the disposal of leasehold improvement. Supplemental balance sheet information related to operating leases is as follows: (In thousands) December 31, 2023 Operating lease assets: Operating lease assets $ 5,192 Operating lease liabilities: Other accrued liabilities 1,804 Operating lease liabilities, net of current portion 3,074 Total operating lease liabilities $ 4,878 Weighted average remaining lease term in years 4 Weighted average discount rate 4.2% Because our leases do not provide an 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. We used the incremental borrowing rate on January 1, 2019, for operating leases that commenced prior to that date. The future minimum lease payments payable under these operating leases subsequent to December 31, 2023 are as follows: (In thousands) 2024 $ 1,804 2025 1,063 2026 1,025 2027 706 2028 462 Thereafter 231 Total lease payments 5,291 Less imputed interest (413) Total $ 4,878 Total rent expense for the years ended December 31, 2023, 2022, and 2021 was $1.8 million, $2.2 million, and $1.8 million, respectively. Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating leases for the year ended December 31, 2023, 2022, and 2021 was $1.8 million, $2.2 million, and $1.8 million, respectively. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Dec. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | COMMITMENTS AND CONTINGENCIESFrom time to time, the Company is involved in routine litigation that arises in the ordinary course of business. Management does not believe it is reasonably possible that such matters will have a material adverse effect on the Company’s financial statements. The Company recorded a liability of $1.0 million related to contingent consideration for Viewgol's former equity holders as of December 31, 2023. |
FAIR VALUE
FAIR VALUE | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
FAIR VALUE | FAIR VALUE ASC 820, 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 topic 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 topic 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. As of December 31, 2023, we measured the fair value of contingent consideration that represents the potential earnout incentive for Viewgol’s former equity holders. We estimated the fair value of the contingent consideration based on the probability of Viewgol meeting EBITDA targets (subject to certain pro-forma adjustments). We did not have any other instruments that required fair value measurement as of December 31, 2023. The following table summarizes the carrying amount and fair value of the contingent consideration at December 31, 2023: Fair Value at December 31, 2023 Using (In thousands) Carrying Amount at 12/31/23 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Description Contingent consideration $ 1,044 $ — $ — $ 1,044 Total $ 1,044 $ — $ — $ 1,044 As of December 31, 2022, we did not have any instruments that required fair value measurement. |
SEGMENT REPORTING
SEGMENT REPORTING | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
SEGMENT REPORTING | SEGMENT REPORTING Our chief operating decision makers ("CODM") previously utilized the following three operating segments, "Acute Care EHR", "Post-acute care EHR" and "TruBridge". However, in the fourth quarter of 2022, the Company made a number of changes to its organizational structure and management system to better align the Company's operating model to its strategic initiatives. As a result of these changes, the Company revised its operating segments. The new operating and reportable segments, based on our three distinct business units with unique market dynamics and opportunities, are RCM, EHR, and "Patient Engagement". These segments represent the components of the Company for which separate financial information is available that is utilized on a regular basis by the CODM in assessing segment performance and in allocating the Company's resources. Management evaluates the performance of the segments based on revenues and adjusted EBITDA. The Company previously evaluated the performance of the segments based on segment gross profit. Management believes 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 its operating business performance. Our CODM group is comprised of the Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis. The segment disclosures below for the years ended December 31, 2022, and 2021 have been recast to conform to the current year presentation. Adjusted EBITDA consists of GAAP net income (loss) as reported and adjusts for (i) deferred revenue purchase accounting adjustments arising from purchase allocation adjustments related to business acquisitions; (ii) depreciation expense; (iii) amortization of software development costs; (iv) amortization of acquisition-related intangible assets; (v) stock-based compensation; (vi) severance and other non-recurring charges; (vii) interest expense and other, net; (viii) impairment of goodwill; (ix) impairment of trademark intangibles; (x) gain on contingent consideration; and (xi) the provision (benefit) for income taxes. There are no intersegment revenues to be eliminated in computing segment revenue. The following table presents a summary of the revenues and adjusted EBITDA of our three operating segments for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, (In thousands) 2023 2022 2021 Revenues: RCM $ 193,929 $ 179,870 $ 131,242 EHR Recurring revenue Acute Care EHR $ 111,276 $ 109,340 $ 108,440 Post-acute Care EHR $ 14,712 $ 15,384 $ 16,472 Total recurring EHR revenues 125,988 124,724 124,912 Non-recurring revenue Acute Care EHR $ 10,657 $ 13,138 $ 16,939 Post-acute Care EHR $ 1,418 $ 1,961 $ 1,258 Total non-recurring EHR revenues 12,075 15,099 18,197 Total EHR revenue 138,063 139,823 143,109 Patient engagement 7,443 6,955 6,278 Total revenues $ 339,435 $ 326,648 $ 280,629 Adjusted EBITDA by Segment: RCM 24,800 35,219 28,265 EHR 22,900 22,507 26,505 Patient engagement (124) (1,827) (2,093) Total adjusted EBITDA $ 47,576 $ 55,899 $ 52,677 The following table reconciles net income to adjusted EBITDA: Year Ended December 31, (In thousands) 2023 2022 2021 Net income (loss), as reported $ (45,789) $ 15,867 $ 18,430 Deferred revenue and other acquisition-related adjustments — 109 747 Depreciation expense 1,946 2,443 2,156 Amortization of software development costs 8,096 3,484 931 Amortization of acquisition-related intangibles 16,426 17,403 13,786 Stock-based compensation 3,271 5,173 5,457 Severance and other non-recurring charges 22,186 4,504 4,892 Interest expense and other, net 11,776 5,267 1,632 Impairment of goodwill 35,913 — — Impairment of trademark intangibles 2,342 — — Gain on contingent consideration — (565) — Provision (benefit) for income taxes (8,591) 2,214 4,646 Total adjusted EBITDA $ 47,576 $ 55,899 $ 52,677 |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | SUBSEQUENT EVENTS Sale of American HealthTech, Inc. On January 16, 2024, we entered into a Stock Purchase Agreement (the “Purchase Agreement”), by and among the Company, PointClickCare Technologies USA Corp., a Delaware corporation (“Buyer”), Healthland Inc., a Minnesota corporation and an indirect, wholly-owned subsidiary of the Company (“Healthland” and, together with the Company, the “Seller Parties”) and American HealthTech, Inc., a Mississippi corporation (“AHT”). 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 EHR operating segment. The Purchase Agreement provides for an aggregate purchase price (the “Purchase Price”) of $25 million (the “Base Cash Consideration”), subject to adjustments based on working capital, cash, indebtedness and transaction expenses of American HealthTech. Additionally, pursuant to the Purchase Agreement, a total of approximately $3.75 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 million as a special indemnity escrow. Based upon the adjustments and the various escrow holdbacks, Buyer paid a net amount of approximately $21.41 million to Healthland at the closing. The Purchase Price is subject to a post-closing true-up. In connection with the closing of the Transaction, Buyer has provided offers of employment to certain key employees of the Company that primarily supported AHT’s business. The Purchase Agreement contains customary representations, warranties and covenants. The representations and warranties made by the Seller Parties to Buyer cover a broad range of items related to, among other things, the business and financial condition of AHT. Subject to certain exceptions and limitations, the Seller Parties have agreed to indemnify Buyer for certain breaches of representations, warranties and covenants and certain other enumerated items. Such limitations on the Seller Parties’ indemnification obligations are subject to various exceptions for certain fundamental representations, tax representations, special representations, and fraud. Subject to certain exceptions and limitations, Buyer has likewise agreed to indemnify the Seller Parties for certain breaches of representations, warranties and covenants and certain other enumerated items. The company is currently finalizing the accounting for the sale but does not expect a material gain or loss to be recorded. The accompanying consolidated balance sheet as of December 31, 2023 includes amounts related to this Transaction under the captions "Assets of held for sale disposal group" and "Liabilities of held for sale disposal group", the details of which are as follows as of December 31, 2023: (In thousands) Assets of held for sale disposal group Accounts receivable, net $ 3,087 Financing receivables , net 37 Prepaid expenses 34 Software costs, net 3,386 Intangibles, net 11,739 Goodwill 7,694 Total $ 25,977 Liabilities of held for sale disposal group Accounts payable $ 178 Other accrued liabilities 576 Deferred tax liability 223 Total $ 977 Credit Facility Third Amendment On January 16, 2024, the Company entered into a Third Amendment (the “Third Amendment”) to the Amended and Restated Credit Agreement, dated as of June 16, 2020 (as amended, the “Credit Agreement”), by and among the Company; certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”); Regions Bank, as administrative agent and collateral agent; and various other lenders from time to time. 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 Sales or Involuntary Disposition and (z) increased the maximum amount of fees and expenses that can be added back to Consolidated Net 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). The Company’s obligations under the Credit Agreement continue to be secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of June 16, 2020, by and among the parties identified as Obligors therein and Regions Bank, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible personal assets (subject to certain exceptions) of the Company and the Subsidiary Guarantors, including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. The Company’s obligations under the Credit Agreement also continue to be guaranteed by the Subsidiary Guarantors, excluding American HealthTech, which has been released from its obligations as a Subsidiary Guarantor in connection with the closing of the Transaction. Credit Facility Fourth Amendment On February 29, 2024, the Company entered into a Fourth Amendment (the “Fourth Amendment”) to the Credit Agreement, by and among the Company; the Subsidiary Guarantors; the Administrative Agent; and various other lenders. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Credit Agreement. The Fourth Amendment modified the term “Consolidated EBITDA” to provide that the additional following amounts will be added back to Consolidated Net Income: (i) costs and expenses related to the voluntary early retirement program during the fiscal year ending December 31, 2023; and (ii) fees, costs and expenses in categories identified to the Administrative Agent to the extent incurred during the fiscal year ending December 31, 2024, in an aggregate amount not to exceed $7.25 million. Additionally, the modified definition of “Consolidated EBITDA” limits the amount of pro forma “run rate” cost savings, operating expense reductions and synergies (collectively, “Savings”) related to the Viewgol Acquisition that can be added back to Consolidated Net Income to an aggregate amount not to exceed $6.6 million; however, Savings related to the Viewgol Acquisition are not subject to the cap of 15% of Consolidated EBITDA that otherwise applies to Savings related to Permitted Acquisitions, restructurings or cost savings initiatives. Finally, the Consolidated Fixed Charge Coverage Ratio covenant was decreased from 1.25:1.00 to 1.15:1.00 for each fiscal quarter ending March 31, 2024 through and including December 31, 2024. As of December 31, 2023, the Company was not in compliance with the Consolidated Fixed Charge Coverage Ratio required by the Credit Agreement, and the Fourth Amendment provides for a one-time waiver of this failure as an event of default. The Company’s obligations under the Credit Agreement continue to be secured pursuant to the Amended and Restated Pledge and Security Agreement, dated as of June 16, 2020, by and among the parties identified as Obligors therein and Regions Bank, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible personal assets (subject to certain exceptions) of the Company and the Subsidiary Guarantors, including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. The Company’s obligations under the Credit Agreement also continue to be guaranteed by the Subsidiary Guarantors. Corporate Name Change and Rebranding The Company 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"), iNetXperts, Corp. d/b/a Get Real Health, Healthcare Resource Group, Inc. ("HRG"), and Healthland Holding Inc. as its wholly-owned subsidiaries. |
SCHEDULE II - VALUATION AND QUA
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | 12 Months Ended |
Dec. 31, 2023 | |
SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS | VALUATION AND QUALIFYING ACCOUNTS (In thousands) Description Balance at beginning of period Additions charged to cost and expenses (1) Deductions (2) Balance at end of period Allowance for credit losses deducted from accounts receivable in the balance sheet 2021 $ 1,701 $ 2,111 $ (1,986) $ 1,826 2022 $ 1,826 $ 1,203 $ (175) $ 2,854 2023 $ 2,854 $ 2,053 $ (879) $ 4,028 (1) Adjustments to allowance for change in estimates. (2) Uncollectible accounts written off, net of recoveries. Description Balance at beginning of period Additions charged to cost and expenses (1) Deductions (2) Balance at end of period Allowance for credit losses deducted from financing receivables in the balance sheet 2021 $ 1,489 $ 481 $ (1,248) $ 722 2022 $ 722 $ (211) $ 38 $ 549 2023 $ 549 $ (133) $ — $ 416 (1) Adjustments to allowance for change in estimates. (2) Uncollectible accounts written off, net of recoveries. |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Pay vs Performance Disclosure | |||
Net income (loss), as reported | $ (45,789) | $ 15,867 | $ 18,430 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Dec. 31, 2023 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Principles of Consolidation | Principles of Consolidation The 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. |
Comprehensive Income (Loss) | The Company has no items of other comprehensive income (loss) in any period presented. Therefore, as presented in the Company's statements of operations, net income (loss) equals comprehensive income (loss). |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and cash equivalents can include time deposits and certificates of deposit with original maturities of three months or less that are highly liquid and readily convertible to a known amount of cash. These assets are stated at cost, which approximates market value, due to their short duration or liquid nature. |
Change in Useful Lives of Intangible Assets | Change in Useful Lives of Intangible Assets In accordance with its policy, the Company reviews the estimated useful lives of its intangible assets on an ongoing basis. This review indicated that the actual lives of certain developed technology were shorter than the estimated useful lives used for amortization purposes in the Company's financial statements. As a result, effective January 1, 2021, the Company changed its estimates of the useful lives of certain developed technology to better reflect the estimated periods during which these assets will remain in service. The remaining useful life of certain developed technology that was 3.25 years at January 1, 2021 was reduced to 2 years, while the remaining useful life of certain developed technology that was 4.25 years was reduced to 3 years. The effect of this change was to increase 2021 amortization expense by approximately $1.0 million and decrease 2021 net income and basic and diluted earnings per share by $0.8 million and $0.06, respectively. |
Presentation | Presentation Commencing with the fourth quarter of 2022, the Company realigned its reporting structure due to certain organizational changes. As a result, the Company changed its three reportable segments from (i) TruBridge, (ii) Acute Care EHR, and (iii) Post-acute care EHR to (i) RCM, (ii) EHR, and (iii) Patient Engagement. All prior segment information has been recast to reflect the Company's new segment structure and current period presentation. Refer to Note 18 - Segment Reporting for more information. Additional changes to the presentation of amounts within our condensed consolidated statements of income are as follows: • During the first quarter of 2023, we identified certain costs related to the implementation of our cloud strategy and our security operations center that were recorded within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR" on our condensed consolidated statements of operations, that we determined do not solely contribute to the production of EHR products and services, but support the overall business. Consequently, effective January 1, 2023, certain costs related to the implementation of our cloud strategy, which were formerly included within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR," have been recorded as components of "Product development" expenses. In addition, certain costs related to the Company's security operations center, which were formerly included within the caption "Costs of revenue (exclusive of amortization and depreciation) - EHR," have been recorded as components of "General and administrative" expenses. Additionally, immaterial travel costs were reclassified from within the caption "Costs of revenue (exclusive of amortization and depreciation) - RCM" to "Product development" expenses. Amounts presented for the years ended December 31, 2022 and 2021 have been reclassified to conform to the current presentation. • In addition, during the first quarter of 2023, we refined our operating expense allocation methodology to more accurately distribute the appropriate share of costs among operating segments. Amounts presented for the years ended December 31, 2022 and 2021 have been reclassified and are reflective of the current operating expense methodology in order to conform to the current presentation. • During the third quarter of 2023, we changed the presentation of certain costs previously recorded within the expense captions of "Product development" and "General and administrative" to better comply with the disclosure requirements of Staff Accounting Bulletin Topic 11.B., Miscellaneous Disclosure: Depreciation and Depletion Excluded from Cost of Sales. These changes are summarized as follows: ◦ Amortization expense associated with capitalized software development costs, previously recorded within the expense caption of "Product development," has been combined with amounts previously recorded within the expense caption "Amortization of acquisition-related intangibles" and reflected in a newly-presented expense caption of "Amortization." ◦ Depreciation expense previously recorded within the expense caption of "General and administrative" has been reclassified within the newly-presented expense caption of "Depreciation." ◦ The expense caption previously labelled as "Costs of sales" has been renamed "Costs of revenue (exclusive of amortization and depreciation)," with the previously reported reference to "Gross profit" removed from the current presentation. |
Accounts Receivable and Allowance for Credit Losses | Accounts Receivable and Allowance for Credit Losses Trade accounts receivable are stated at the amount the Company expects to collect and do not bear interest. The Company establishes a general allowance for credit losses based on collections history. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific allowance for credit losses may be recorded to reduce the related receivable to the amount expected to be recovered. |
Financing Receivables | Financing Receivables Financing receivables are comprised of short-term payment plans and sales-type leases. Short-term payment plans are stated at the amount the Company expects to collect and do not bear interest. Sales-type leases are initially recorded at the present value of the related minimum lease payments. An allowance for credit losses has been established for our financing receivables based on the historical level of customer defaults under such arrangements. In the case of a bankruptcy filing or other similar event indicating the collectability of specific customer accounts is no longer probable, a specific reserve may be recorded to reduce the related receivable to the amount expected to be recovered. Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms, with amounts reclassified to accounts receivable when they become due. As a result, we evaluate the credit quality of our financing receivables on an ongoing basis utilizing an aging of receivables and write-offs, customer collection experience, the customer’s financial condition and known risk characteristics impacting the respective customer base, as well as existing economic conditions, to determine if any further allowance is necessary. Amounts are specifically charged off once all available means of collection have been exhausted. |
Inventories | Inventories |
Property and Equipment | Property and Equipment Property and equipment is recorded at cost, less accumulated depreciation. Additions and improvements to property and equipment that materially increase productive capacity or extend the life of an asset are capitalized. Maintenance, repairs and minor renewals are expensed as incurred. Upon retirement or other disposition of such assets, the related costs and accumulated depreciation are removed from the respective accounts and any resulting gain or loss is included in the results of operations. Depreciation expense is computed using the straight-line method over the asset’s useful life, which is generally 5 years for computer equipment, furniture, and fixtures and 30 years for buildings. Leasehold improvements are depreciated over the shorter of the asset’s useful life or the remaining lease term. The Company reviews for the possible impairment of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Depreciation expense is reported in the consolidated statements of operations as a component of costs of sales and operating expenses. |
Business Combinations | Business Combinations We apply business combination accounting when we acquire a business. Business combinations are accounted for at fair value. The associated acquisition costs are expensed as incurred and recorded in general and administrative expenses; restructuring costs associated with a business combination are expensed as incurred; contingent consideration is measured at fair value at the acquisition date, with changes in fair value after the acquisition date affecting earnings; changes in deferred tax asset valuation allowances and income tax uncertainties after the measurement period affect income tax expense; and goodwill is determined as the excess of the fair value of the consideration conveyed in the acquisition over the fair value of the net assets acquired. The accounting for business combinations requires estimates and judgments as to expectations for future cash flows of the acquired business, and the allocation of those cash flows to identifiable intangible assets, in determining the estimated fair value for assets and liabilities acquired. The fair values assigned to tangible and intangible assets acquired and liabilities assumed, are based on management's estimates and assumptions, including valuations that utilize customary valuation procedures and techniques. If the actual results differ from the estimates and judgments used in these estimates, the amounts recorded in the financial statements could result in a possible impairment of the intangible assets and goodwill, or require acceleration of the amortization expense of finite-lived intangible assets. The results of the acquired businesses' operations are included in the Consolidated Statements of Operations of the combined entity beginning on the date of the acquisition. We have applied this acquisition method to the transactions described in Note 3 - Business Combinations. |
Goodwill | Goodwill Goodwill is recorded as the difference, if any, between the aggregate consideration paid for an acquisition and the fair value of the identifiable net tangible and intangible assets acquired. Goodwill is not amortized but is evaluated for impairment annually or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist. We test annually for impairment as of October 1. |
Purchased Intangible Assets | Purchased Intangible Assets Purchased intangible assets are acquired in connection with a business acquisition, and are amortized over their estimated useful lives based on the pattern of economic benefit expected from each asset. We concluded for certain purchased intangible assets that the pattern of economic benefit approximated the straight-line method, and therefore, the use of the straight-line method was appropriate, as the majority of the cash flows will be recognized ratably over the estimated useful lives and there is no degradation of the cash flows over time. |
Revenue Recognition | Revenue Recognition 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. We enter into contracts that can include various combinations of products and services, which are generally distinct and accounted for as separate performance obligations. The Company employs the 5-step revenue recognition model under Accounting Standards Codification 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. • Revenue Cycle Management Our RCM business unit provides an array of business processing services ("BPS") 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 based on the stand-alone selling price ("SSP"), net of discounts. SSP for BPS services is determined based on observable stand-alone selling prices. 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 BPS with certain amounts varying based on utilization and/or volumes. Our RCM 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 RCM 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 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. • Electronic Health Records 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 community hospitals and post-acute providers. • Non-recurring Revenues • Perpetual software licenses and installation, conversion, and related training services 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. EHR 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. • 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 three • Subscriptions to third-party content revenue 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 service is provided to the client over the contract term. Payment is due monthly for SaaS services provided. Refer to Note 18 of the consolidated financial statements for further information, including revenue by client base (acute care or post-acute care) bifurcated by recurring and non-recurring revenue. • Patient Engagement The Company enters into contractual obligations to sell perpetual and term-based software licenses, implementation and customization professional services, and software application support services to a variety of healthcare organizations including hospital systems, health ministries, and government and non-profit organizations. • Non-recurring Revenues • Perpetual software licenses are sold only to one re-seller client and are considered a separate and distinct performance obligation. Revenue is recognized at the point in time perpetual licenses are delivered to the client, which occurs at the time of sale. The SSP of perpetual licenses is directly observable. Payment is generally due upon delivery of licenses. • 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. • Recurring Revenues • 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 upon annual renewal. • Software application support services sold with software licenses are separate and distinct performance obligations. The related revenues are recognized based on SSP, which is the renewal price, ratably over the life of the contract, which is generally three Refer to Note 18 of the consolidated financial statements for further information. • 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 for the years ended December 31, 2023 and 2022, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2023 2022 Beginning balance $ 11,590 $ 11,529 Deferred revenue recorded 17,192 25,579 Less deferred revenue recognized as revenue (20,105) (25,518) Ending balance $ 8,677 $ 11,590 The deferred revenue recorded for the years ended December 31, 2023 and 2022 is comprised primarily of the annual renewals of certain software subscriptions billed during the first quarter of each year and deposits collected for future EHR installations. The deferred revenue recognized as revenue during the years ended December 31, 2023 and 2022 is comprised primarily of the periodic recognition of annual renewals that were deferred until earned and deposits for future EHR installations that were deferred until earned. • Costs to Obtain and Fulfill a Contract with a Customer Costs to obtain a contract include the commission costs related to SaaS and RCM arrangements, which are capitalized and amortized ratably over the expected life of the customer. 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 expensed within sales and marketing expenses in the accompanying 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. Costs to fulfill contracts consist of the payroll costs for the implementation of SaaS arrangements, including time for training, conversion, and installation that is necessary for the software to be utilized. Contract fulfillment costs are expensed within the caption "Electronic health record - Cost of sales" in the accompanying consolidated statements of operations. Costs to obtain and fulfill contracts related to SaaS and RCM arrangements are included within the "Prepaid expenses and other" and "Other assets, net of current portion" line items on our consolidated balance sheets. The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 2023 and 2022, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2023 2022 Beginning balance $ 11,577 $ 7,312 Costs to obtain and fulfill contracts capitalized 7,390 11,361 Less costs to obtain and fulfill contracts recognized as expense (5,852) (7,096) Ending balance $ 13,115 $ 11,577 • Significant Judgments Our contracts with clients often include promises to transfer multiple products and services. Determining whether products and services are considered distinct performance obligations that should be accounted for separately versus together may require significant judgment. Judgment is required to determine SSP for each distinct performance obligation. We use observable SSP for items that are sold on a stand-alone basis to similarly situated clients at unit prices within a sufficiently narrow range. For performance obligations that are sold to different clients for a broad range of amounts, or for performance obligations that are never sold on a stand-alone basis, the residual method in determining SSP is applied and requires significant judgment. Allocating the transaction price, including estimating SSP of promised goods and services for contracts with discounts or variable consideration, may require significant judgment. Due to the short time frame of the implementation cycle, discount allocation is immaterial as revenue is recognized net of discounts within the same reporting period. In scenarios where the Company enters into a contract that includes both a software license and BPS or other services that are charged based on volume of services rendered, the Company allocates variable amounts entirely to a distinct good or service. The terms of the variable payment relate specifically to the entity’s efforts to satisfy that performance obligation. Significant judgment is required in determining the expected life of a customer relationship, which is the amortization period for costs to obtain and fulfill a contract that have been capitalized. The Company determined that the expected life of the customer relationship is not materially different from the initial contract term based on the characteristics of the SaaS offering. • Remaining Performance Obligations 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. Although we believe that our approach to estimates and judgments regarding revenue recognition is reasonable, actual results could differ, and we may be exposed to increases or decreases in revenue that could be material. |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for stock-based compensation according to the provisions of ASC 718, Compensation – Stock Compensation , which establishes accounting for stock-based awards exchanged for employee services. Accordingly, stock-based compensation cost is measured at the grant date based on the fair value of the award, and is recognized as an expense over the employee’s or non-employee director’s requisite service period. |
Software Development Costs | Software Development Costs Our software solutions are offered to our clients through SaaS delivery models, traditional perpetual licenses, and term licenses. Development costs associated with the solutions offered exclusively through a SaaS model are accounted for in accordance with ASC 350-40, Internal Use Software . All other client solution development costs are accounted for in accordance with ASC 985-20, Costs of Software to be Sold, Leased, or Marketed . Under ASC 350-40, software development costs related to preliminary project activities and post-implementation and maintenance activities are expensed as incurred. We capitalize direct costs related to application development activities that are probable to result in additional functionality. Capitalized costs are amortized on a straight-line basis over five years. We test for impairment whenever events or changes in circumstances that could impact recoverability occur. Under ASC 985-20, software development costs incurred in creating computer software solutions are expensed until technological feasibility has been established upon completion of a detailed program design or, in the absence of a detailed program design, upon completion of a product design and working model of the software product. Thereafter, all software development costs incurred through the software’s general release date are capitalized and subsequently recorded at the lower of amortized cost or net realizable value. Capitalized costs are amortized based on the current and expected future revenue for each software solution with minimum annual amortization equal to the straight-line amortization over the estimated economic life of the solution, which is estimated to be five years. See Note 5 to the consolidated financial statements for further information relating to our software development costs. |
Income Taxes | Income Taxes We account for income taxes in accordance with ASC 740, Accounting for Income Taxes . Under this topic, deferred income taxes are determined utilizing the asset and liability approach. This method gives consideration to the future tax consequences associated with differences between financial accounting and tax bases of assets and liabilities. The effect on the deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. We recognize interest and penalties accrued related to unrecognized tax benefits in the consolidated statements of operations as a component of the provision for income taxes. We also make a provision for uncertain income tax positions in accordance with the ASC 740, Accounting for Income Taxes . These provisions require that a tax position taken in a tax return be recognized in the financial statements when it is more likely than not (i.e., a likelihood of more than fifty percent) that the position would be sustained upon examination by tax authorities. A recognized tax position is then measured at the largest amount of benefit that is greater than fifty percent likely of being realized upon settlement. The topic also requires that changes in judgment that result in subsequent recognition, derecognition, or change in a measurement date of a tax position taken in a prior annual period (including any related interest and penalties) be recognized as a discrete item in the interim period in which the change occurs. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with U.S. GAAP requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the date of the financial statements, and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates. |
Segment Reporting | Segment Reporting Operating segments are identified as components of an enterprise about which separate discrete financial information is evaluated by the chief operating decision maker, which we refer to as the "CODM", or decision-making group in assessing performance and making decisions regarding resource allocation. The Company has prepared operating segment information based on the manner in which management disaggregates the Company's operations for making internal operating decisions. For more information, see Note 18 - Segment Reporting. |
New Accounting Standards Adopted in 2023 and New Accounting Standards Yet to be Adopted | New Accounting Standards Adopted in 2023 There were no new accounting standards required to be adopted in 2023 that would have a material impact on our consolidated financial statements. New Accounting Standards Yet to be Adopted We do not believe that any recently issued but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements. |
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 (loss) 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 9) 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," the Codification 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. |
Fair Value | ASC 820, 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 topic 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 topic 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. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Amounts Reclassified | The following table provides the amounts reclassified and the impact of applying the current operating expense allocation methodology for the years ended December 31, 2022 and 2021. December 31, 2022 (in thousands) As previously reported Re-classifications As reclassified Impact of operating expense allocations As currently reported Costs of revenue (exclusive of amortization and depreciation) RCM $ 97,010 $ 14 $ 97,024 $ — $ 97,024 EHR 71,347 (3,054) 68,293 (2,632) 65,661 Other expenses Product development 30,926 (1,660) 29,266 2,632 31,898 General and administrative 56,192 (1,227) 54,965 — 54,965 Amortization of acquisition-related intangibles 17,403 (17,403) — — — Amortization — 20,887 20,887 — 20,887 Depreciation — 2,443 2,443 — 2,443 December 31, 2021 (in thousands) As previously reported Re-classifications As reclassified Impact of operating expense allocations As currently reported Costs of revenue (exclusive of amortization and depreciation) RCM $ 66,015 $ — $ 66,015 $ — $ 66,015 EHR 70,664 (1,049) 69,615 (2,917) 66,698 Other expenses Product development 30,389 (497) 29,892 2,917 32,809 General and administrative 50,022 (1,541) 48,481 — 48,481 Amortization of acquisition-related intangibles 13,786 (13,786) — — — Amortization — 14,717 14,717 — 14,717 Depreciation — 2,156 2,156 — 2,156 |
Schedule of Contract with Customer, Asset and Liability | The following table details deferred revenue for the years ended December 31, 2023 and 2022, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2023 2022 Beginning balance $ 11,590 $ 11,529 Deferred revenue recorded 17,192 25,579 Less deferred revenue recognized as revenue (20,105) (25,518) Ending balance $ 8,677 $ 11,590 |
Schedule of Changes in Capitalized Contract Cost | The following table details costs to obtain and fulfill contracts with customers for the years ended December 31, 2023 and 2022, included in the consolidated balance sheets: For years ended December 31, (In thousands) 2023 2022 Beginning balance $ 11,577 $ 7,312 Costs to obtain and fulfill contracts capitalized 7,390 11,361 Less costs to obtain and fulfill contracts recognized as expense (5,852) (7,096) Ending balance $ 13,115 $ 11,577 |
BUSINESS COMBINATIONS (Tables)
BUSINESS COMBINATIONS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of the purchase price paid for Viewgol was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 1,449 Accounts receivable 2,233 Prepaid expenses 132 Property and equipment 1,112 Intangible assets 17,720 Goodwill 17,263 Accounts payable and accrued liabilities (711) Contingent consideration (1,044) Net assets acquired $ 38,154 The allocation of the purchase price paid for HRG was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 3,989 Accounts receivable 5,655 Prepaid expenses 398 Property and equipment 467 Other assets 73 Intangible assets 24,200 Operating lease assets 1,315 Goodwill 20,750 Accounts payable and accrued liabilities (2,403) Deferred taxes, net (5,565) Operating lease liability (1,315) Net assets acquired $ 47,564 The allocation of the purchase price paid for TruCode was as follows: (In thousands) Purchase Price Allocation Acquired cash $ 4,249 Accounts receivable 924 Prepaid expenses 2 Intangible assets 37,300 Goodwill 27,287 Accounts payable and accrued liabilities (1,840) Contingent consideration (2,500) Deferred revenue (1,300) Net assets acquired $ 64,122 |
Pro Forma Information | The pro forma information does not fully reflect: (1) any anticipated synergies (or costs to achieve synergies) or (2) the impact of non-recurring items directly related to the Viewgol acquisition. Year Ended December 31, (In thousands, except per share data, unaudited) 2023 2022 Pro forma revenues $ 351,731 $ 338,009 Pro forma net income $ (47,735) $ 15,536 Pro forma diluted earnings per share $ (3.36) $ 1.10 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment were comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Land $ 2,848 $ 2,848 Buildings and improvements 8,481 8,320 Computer equipment 10,104 8,228 Leasehold improvements 631 783 Office furniture and fixtures 586 1,008 Automobiles 18 18 22,668 21,205 Less: accumulated depreciation (13,694) (11,321) Property and equipment, net $ 8,974 $ 9,884 |
SOFTWARE DEVELOPMENT (Tables)
SOFTWARE DEVELOPMENT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Research and Development [Abstract] | |
Schedule of Software Development, Net | Software development costs, net was comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Software development costs $ 51,349 $ 31,789 Less: accumulated amortization (12,210) (4,532) Software development costs, net $ 39,139 $ 27,257 |
OTHER ACCRUED LIABILITIES (Tabl
OTHER ACCRUED LIABILITIES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Other Accrued Liabilities | Other accrued liabilities were comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Salaries and benefits $ 5,194 $ 8,430 Severance 5,806 2,504 Commissions 1,185 1,280 Self-insurance reserves — 1,358 Contingent consideration 1,044 — Other 4,859 840 Operating lease liabilities, current portion 1,804 2,063 Other accrued liabilities $ 19,892 $ 16,475 |
NET INCOME PER SHARE (Tables)
NET INCOME PER SHARE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | 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 for the years ended December 31, 2023, 2022, and 2021: (In thousands, except for per share data) 2023 2022 2021 Basic EPS Numerator Net income (loss) $ (45,789) $ 15,867 $ 18,430 Less: Net income (loss) attributable to participating securities 1,030 (311) (409) Net income (loss) attributable to common stockholders $ (44,759) $ 15,556 $ 18,021 Denominator Weighted average shares outstanding used in basic per common share computations 14,187 14,356 14,290 Basic EPS $ (3.15) $ 1.08 $ 1.26 Diluted EPS Numerator Net income (loss) attributable to common stockholders for diluted EPS $ (44,759) $ 15,556 $ 18,021 Denominator Weighted average shares outstanding used in basic per common share computations 14,187 14,356 14,290 Weighted average effect of dilutive securities: Performance share awards — — 28 Weighted average shares outstanding used in diluted per common share computations 14,187 14,356 14,318 Diluted EPS $ (3.15) $ 1.08 $ 1.26 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Deferred Tax Assets and Liabilities | Deferred tax assets and liabilities were comprised of the following at December 31, 2023 and 2022: (In thousands) 2023 2022 Deferred tax assets: Accounts receivable and financing receivables $ 871 $ 877 Stock-based compensation 1,275 1,909 Deferred revenue 367 1,002 Research expenditures 16,496 9,779 Accrued severance 890 490 Right of use asset 952 1,848 Other 2,770 814 Net operating loss 3,656 3,738 Deferred tax assets 27,277 20,457 Less: Valuation allowance 604 604 Total deferred tax assets $ 26,673 $ 19,853 Deferred tax liabilities: Intangible assets $ 14,477 $ 20,941 Accrued liabilities and other 12,127 9,259 Fixed assets 254 527 Right of use liability 1,045 $ 1,884 Total deferred tax liabilities $ 27,903 $ 32,611 Total net deferred tax liability $ (1,230) $ (12,758) |
Components of Income Tax (benefit) Provision | Significant components of the income tax (benefit) provision for the years ended December 31, 2023, 2022 and 2021 were as follows: (In thousands) 2023 2022 2021 Current provision: Federal $ 2,392 $ 6,482 $ 731 State 322 2,420 413 Deferred provision: Federal (8,884) (4,769) 3,331 State (2,421) (1,919) 171 Total income tax (benefit) provision $ (8,591) $ 2,214 $ 4,646 |
Reconciliation to Federal Statutory Income Tax Rate | The difference between income taxes at the U.S. federal statutory income tax rate of 21% for the years ended December 31, 2023, 2022 and 2021, and those reported in the consolidated statements of operations for the years ended December 31, 2023, 2022 and 2021 are as follows: (In thousands) 2023 2022 2021 Income taxes at U.S. federal statutory rate $ (11,420) $ 3,797 $ 4,846 Provision-to-return adjustments (999) (539) 117 State income tax, net of federal tax effect (2,157) 428 509 Tax credits (2,481) (1,254) (1,274) Contingent consideration — (406) — Goodwill impairment 7,542 — — Stock-based compensation 65 (112) (74) Non-deductible compensation - 162(m) 15 306 510 Other 844 (6) 12 Total income tax (benefit) provision $ (8,591) $ 2,214 $ 4,646 |
STOCK-BASED COMPENSATION AND _2
STOCK-BASED COMPENSATION AND EQUITY (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Stock-Based Compensation Expense | The following table details total stock-based compensation expense for the years ended December 31, 2023, 2022 and 2021, included in the consolidated statements of operations: (In thousands) 2023 2022 2021 Costs of sales $ 745 $ 809 $ 990 Operating expenses 2,526 4,364 4,467 Pre-tax stock-based compensation expense 3,271 5,173 5,457 Less: income tax effect (687) (1,086) (1,146) Net (after tax) stock-based compensation expense $ 2,584 $ 4,087 $ 4,311 |
Restricted stock | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Activity Under Restricted Stock Plans | A summary of restricted stock activity (including shares of restricted stock issued pursuant to the settlement of performance share awards) under the Plan during the years ended December 31, 2023, 2022 and 2021 is as follows: Shares Weighted-Average Grant-Date Fair Value Unvested stock outstanding at January 1, 2021 412,967 $ 28.87 Granted 153,700 31.22 Vested (245,455) 29.16 Forfeited (6,329) 29.10 Unvested stock outstanding at December 31, 2021 314,883 $ 29.79 Granted 161,375 34.22 Vested (181,405) 29.79 Forfeited (13,692) 31.66 Unvested stock outstanding at December 31, 2022 281,161 $ 32.24 Granted 210,351 26.44 Vested (145,529) 31.35 Forfeited (2,668) 29.23 Unvested stock outstanding at December 31, 2023 343,315 $ 29.08 |
Performance shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Summary of Activity Under Restricted Stock Plans | A summary of performance share award activity under the Plan for the years ended December 31, 2023, 2022 and 2021, is as follows, based on the target award amounts set forth in the performance share award agreements: Shares Weighted-Average Grant-Date Fair Value Performance share awards outstanding at January 1, 2021 252,852 $ 29.27 Granted 93,444 31.26 Forfeited or unearned (20,373) 29.92 Vested and issued (75,971) 30.50 Performance share awards outstanding at December 31, 2021 249,952 $ 29.59 Granted 101,799 37.98 Forfeited or unearned (72,059) 32.74 Performance share awards converted to restricted stock (27,317) 31.75 Performance share awards outstanding at December 31, 2022 252,375 $ 31.84 Granted 122,071 31.21 Forfeited or unearned (100,655) 27.46 Vested and issued — — Performance share awards outstanding at December 31, 2023 273,791 $ 33.17 |
FINANCING RECEIVABLES (Tables)
FINANCING RECEIVABLES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Receivables [Abstract] | |
Components of Short-Term Payment Plans | These receivables, included in the current portion of financing receivables, were comprised of the following on December 31, 2023 and 2022: (In thousands) 2023 2022 Short-term payment plans, gross $ 788 $ 330 Less: allowance for credit losses (39) (16) Short-term payment plans, net $ 749 $ 314 |
Components of Lease Receivables | The components of these receivables were as follows on December 31, 2023 and 2022: (In thousands) 2023 2022 Long-term financing arrangements, gross $ 5,212 $ 8,683 Less: allowance for credit losses (377) (533) Less: unearned income (361) (678) Long-term financing arrangements, net $ 4,474 $ 7,472 |
Sales-type and Direct Financing Leases, Lease Receivable, Maturity | Future minimum payments to be received subsequent to December 31, 2023 are as follows: (In thousands) 2024 $ 3,157 2025 1,793 2026 178 2027 40 2028 36 Thereafter 8 Total minimum payments to be received 5,212 Less: allowance for credit losses (377) Less: unearned income (361) Receivables, net $ 4,474 |
Roll-Forward of Allowance for Financing Credit Losses | The following table is a roll-forward of the allowance for financing credit losses for the years ended December 31, 2023 and 2022: (In thousands) Beginning Balance Provision Charge-offs Recoveries Ending Balance December 31, 2023 $ 549 $ (133) $ — $ — $ 416 December 31, 2022 $ 722 $ (211) $ 38 $ — $ 549 |
Analysis of Age of Financing Receivables Amounts | 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 December 31, 2023 and 2022: (In thousands) 1 to 90 Days Past Due 91 to 180 Days Past Due 181 + Days Past Due Total Past Due December 31, 2023 $ 857 $ 231 $ 323 $ 1,411 December 31, 2022 $ 1,086 $ 278 $ 283 $ 1,647 |
Categories of Customer Financing Receivables | The table below categorizes customer financing receivable balances (excluding short term payment plans), none of which are considered past due, based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable: (In thousands) December 31, 2023 December 31, 2022 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 $ 1,068 $ 3,876 Uninvoiced client financing receivables related to trade accounts receivable that are 91 to 180 Days Past Due 1,720 1,369 Uninvoiced client financing receivables related to trade accounts receivable that are 181+ Days Past Due 965 1,894 Total uninvoiced client financing receivables balances of clients with a trade accounts receivable $ 3,753 $ 7,139 Total uninvoiced client financing receivables of clients with no related trade accounts receivable 1,098 866 Total financing receivables with contractual maturities of one year or less 788 330 Less: allowance for credit losses (416) (549) Total financing receivables $ 5,223 $ 7,786 |
INTANGIBLE ASSETS AND GOODWILL
INTANGIBLE ASSETS AND GOODWILL (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Summary of Definite-Lived Intangible Assets | Our purchased definite-lived intangible assets as of December 31, 2023 and 2022 are summarized as follows: Total December 31, 2023 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 132,170 $ 12,320 $ 40,800 $ 1,400 $ 186,690 Intangible assets acquired 16,100 — 1,400 220 17,720 Accumulated amortization (63,686) (6,974) (29,934) (522) (101,116) Accumulated impairment — (2,342) — — (2,342) Held for sale (8,735) (3,004) — — (11,739) Net intangible assets as of December 31, 2023 $ 75,849 $ — $ 12,266 $ 1,098 $ 89,213 Weighted average remaining years of useful life 8 0 8 3 6 December 31, 2022 (In thousands) Customer Relationships Trademark Developed Technology Non-compete Agreements Total Gross carrying amount, beginning of period $ 112,570 $ 12,320 $ 37,600 $ — $ 162,490 Intangible assets acquired 19,600 — 3,200 1,400 24,200 Accumulated amortization (52,371) (6,076) (26,010) (233) (84,690) Net intangible assets as of December 31, 2022 $ 79,799 $ 6,244 $ 14,790 $ 1,167 $ 102,000 |
Schedule of Remaining Amortization of Definite-Lived Intangible Assets | The following table represents the remaining amortization of definite-lived intangible assets as of December 31, 2023: (In thousands) For the year ended December 31, 2024 $ 12,506 2025 12,191 2026 11,516 2027 10,496 2028 10,203 Due thereafter 32,301 Total $ 89,213 |
Schedule of Changes in the Carrying Amount of Goodwill | The following table sets forth the change in the carrying amount of goodwill by segment for the years ended December 31, 2023, 2022, and 2021: (In thousands) RCM EHR Patient engagement Total Balance as of December 31, 2021 $ 41,281 $ 126,665 $ 9,767 $ 177,713 Goodwill acquired 20,540 — — 20,540 Balance as of December 31, 2022 61,821 126,665 9,767 198,253 Goodwill acquired 17,263 — — 17,263 Goodwill impairment — (28,307) (7,606) (35,913) Held for sale — (7,694) (7,694) Balance as of December 31, 2023 $ 79,084 $ 90,664 $ 2,161 $ 171,909 |
LONG-TERM DEBT (Tables)
LONG-TERM DEBT (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Long-Term Debt | Long-term debt was comprised of the following at December 31, 2023 and 2022: (In thousands) December 31, 2023 December 31, 2022 Term loan facility $ 63,875 $ 67,375 Revolving credit facility 135,723 73,700 Debt obligations 199,598 141,075 Less: debt issuance costs (1,187) (1,546) Debt obligation, net 198,411 139,529 Less: current portion (3,141) (3,141) Long-term debt $ 195,270 $ 136,388 |
Schedule of Anticipated Annual Future Maturities | Anticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of December 31, 2023: (In thousands) 2024 $ 3,500 2025 3,500 2026 3,500 2027 189,098 Thereafter — $ 199,598 |
OPERATING LEASES (Tables)
OPERATING LEASES (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Leases [Abstract] | |
Supplemental Balance Sheet Information | Supplemental balance sheet information related to operating leases is as follows: (In thousands) December 31, 2023 Operating lease assets: Operating lease assets $ 5,192 Operating lease liabilities: Other accrued liabilities 1,804 Operating lease liabilities, net of current portion 3,074 Total operating lease liabilities $ 4,878 Weighted average remaining lease term in years 4 Weighted average discount rate 4.2% |
Schedule of Future Minimum Lease Payments Payable Under Operating Leases | The future minimum lease payments payable under these operating leases subsequent to December 31, 2023 are as follows: (In thousands) 2024 $ 1,804 2025 1,063 2026 1,025 2027 706 2028 462 Thereafter 231 Total lease payments 5,291 Less imputed interest (413) Total $ 4,878 |
FAIR VALUE (Tables)
FAIR VALUE (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Fair Value Disclosures [Abstract] | |
Carrying Amounts and Fair Values of Contingent Consideration | The following table summarizes the carrying amount and fair value of the contingent consideration at December 31, 2023: Fair Value at December 31, 2023 Using (In thousands) Carrying Amount at 12/31/23 Quoted Price in Active Markets for Identical Assets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Description Contingent consideration $ 1,044 $ — $ — $ 1,044 Total $ 1,044 $ — $ — $ 1,044 |
SEGMENT REPORTING (Tables)
SEGMENT REPORTING (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Segment Reporting Information, by Segment | The following table presents a summary of the revenues and adjusted EBITDA of our three operating segments for the years ended December 31, 2023, 2022, and 2021: Year Ended December 31, (In thousands) 2023 2022 2021 Revenues: RCM $ 193,929 $ 179,870 $ 131,242 EHR Recurring revenue Acute Care EHR $ 111,276 $ 109,340 $ 108,440 Post-acute Care EHR $ 14,712 $ 15,384 $ 16,472 Total recurring EHR revenues 125,988 124,724 124,912 Non-recurring revenue Acute Care EHR $ 10,657 $ 13,138 $ 16,939 Post-acute Care EHR $ 1,418 $ 1,961 $ 1,258 Total non-recurring EHR revenues 12,075 15,099 18,197 Total EHR revenue 138,063 139,823 143,109 Patient engagement 7,443 6,955 6,278 Total revenues $ 339,435 $ 326,648 $ 280,629 Adjusted EBITDA by Segment: RCM 24,800 35,219 28,265 EHR 22,900 22,507 26,505 Patient engagement (124) (1,827) (2,093) Total adjusted EBITDA $ 47,576 $ 55,899 $ 52,677 |
Reconciliation Of Net Income From Continuing Operations To Adjusted Income (Loss) From Before Interest, Taxes, Depreciation And Amortization | The following table reconciles net income to adjusted EBITDA: Year Ended December 31, (In thousands) 2023 2022 2021 Net income (loss), as reported $ (45,789) $ 15,867 $ 18,430 Deferred revenue and other acquisition-related adjustments — 109 747 Depreciation expense 1,946 2,443 2,156 Amortization of software development costs 8,096 3,484 931 Amortization of acquisition-related intangibles 16,426 17,403 13,786 Stock-based compensation 3,271 5,173 5,457 Severance and other non-recurring charges 22,186 4,504 4,892 Interest expense and other, net 11,776 5,267 1,632 Impairment of goodwill 35,913 — — Impairment of trademark intangibles 2,342 — — Gain on contingent consideration — (565) — Provision (benefit) for income taxes (8,591) 2,214 4,646 Total adjusted EBITDA $ 47,576 $ 55,899 $ 52,677 |
SUBSEQUENT EVENTS (Tables)
SUBSEQUENT EVENTS (Tables) | 12 Months Ended |
Dec. 31, 2023 | |
Subsequent Events [Abstract] | |
Schedule of Assets and Liabilities of Held for Sale Disposal Group | The accompanying consolidated balance sheet as of December 31, 2023 includes amounts related to this Transaction under the captions "Assets of held for sale disposal group" and "Liabilities of held for sale disposal group", the details of which are as follows as of December 31, 2023: (In thousands) Assets of held for sale disposal group Accounts receivable, net $ 3,087 Financing receivables , net 37 Prepaid expenses 34 Software costs, net 3,386 Intangibles, net 11,739 Goodwill 7,694 Total $ 25,977 Liabilities of held for sale disposal group Accounts payable $ 178 Other accrued liabilities 576 Deferred tax liability 223 Total $ 977 |
NATURE OF OPERATIONS (Details)
NATURE OF OPERATIONS (Details) | 12 Months Ended | ||
Dec. 31, 2023 segment subsidiary | Dec. 31, 2022 segment | Dec. 31, 2021 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Number of subsidiaries | subsidiary | 10 | ||
Number of operating segments | 3 | 3 | 3 |
Number of reportable segments | 3 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Narrative (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||||
Oct. 01, 2023 USD ($) | Dec. 31, 2023 USD ($) | Dec. 31, 2023 USD ($) installment segment $ / shares | Dec. 31, 2022 USD ($) $ / shares | Dec. 31, 2021 USD ($) $ / shares | Jan. 01, 2021 | |
Revenue from External Customer [Line Items] | ||||||
Amortization of acquisition-related intangibles | $ 16,426 | $ 17,403 | $ 13,786 | |||
Decrease in net income | $ 45,789 | $ (15,867) | $ (18,430) | |||
Decrease in net income (loss) per share - basic (in dollars per share) | $ / shares | $ 3.15 | $ (1.08) | $ (1.26) | |||
Decrease in net income (loss) per share - diluted (in dollars per share) | $ / shares | $ 3.15 | $ (1.08) | $ (1.26) | |||
Number of reportable segments | segment | 3 | |||||
Goodwill impairment | $ 35,913 | $ 0 | $ 0 | |||
Impairment of intangible assets | $ 2,342 | $ 2,342 | $ 0 | 0 | ||
RCM reporting unit | ||||||
Revenue from External Customer [Line Items] | ||||||
Goodwill impairment | $ 0 | |||||
Acute Care EHR reporting unit | ||||||
Revenue from External Customer [Line Items] | ||||||
Goodwill impairment | 6,400 | |||||
Post-acute Care EHR reporting unit | ||||||
Revenue from External Customer [Line Items] | ||||||
Goodwill impairment | 2,200 | $ 19,700 | ||||
Patient Engagement reporting unit | ||||||
Revenue from External Customer [Line Items] | ||||||
Goodwill impairment | $ 7,600 | |||||
EHR | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue from contract with customer, payment, number of installments | installment | 3 | |||||
Revenue from contract with customer, warranty, term | 30 days | |||||
Patient engagement | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue from contract with customer, payment, number of installments | installment | 2 | |||||
Developed Technology | Useful lives of intangible assets | ||||||
Revenue from External Customer [Line Items] | ||||||
Amortization of acquisition-related intangibles | 1,000 | |||||
Decrease in net income | $ 800 | |||||
Decrease in net income (loss) per share - basic (in dollars per share) | $ / shares | $ 0.06 | |||||
Decrease in net income (loss) per share - diluted (in dollars per share) | $ / shares | $ 0.06 | |||||
Software Development | ||||||
Revenue from External Customer [Line Items] | ||||||
Finite-lived intangible asset, useful life | 5 years | 5 years | ||||
Trademark | ||||||
Revenue from External Customer [Line Items] | ||||||
Impairment of intangible assets | $ 2,300 | |||||
Trademark | EHR | ||||||
Revenue from External Customer [Line Items] | ||||||
Impairment of intangible assets | 1,200 | |||||
Trademark | Patient engagement | ||||||
Revenue from External Customer [Line Items] | ||||||
Impairment of intangible assets | 100 | |||||
Trademark | RCM | ||||||
Revenue from External Customer [Line Items] | ||||||
Impairment of intangible assets | $ 1,000 | |||||
Minimum | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue performance obligation, description of timing | 3 years | |||||
Minimum | Developed Technology | As previously reported | Useful lives of intangible assets | ||||||
Revenue from External Customer [Line Items] | ||||||
Remaining useful life | 3 years 3 months | |||||
Minimum | Developed Technology | Revision of Prior Period, Change in Accounting Principle, Adjustment | Useful lives of intangible assets | ||||||
Revenue from External Customer [Line Items] | ||||||
Remaining useful life | 2 years | |||||
Maximum | ||||||
Revenue from External Customer [Line Items] | ||||||
Revenue performance obligation, description of timing | 5 years | |||||
Maximum | Developed Technology | As previously reported | Useful lives of intangible assets | ||||||
Revenue from External Customer [Line Items] | ||||||
Remaining useful life | 4 years 3 months | |||||
Maximum | Developed Technology | Revision of Prior Period, Change in Accounting Principle, Adjustment | Useful lives of intangible assets | ||||||
Revenue from External Customer [Line Items] | ||||||
Remaining useful life | 3 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Amounts Reclassified (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | $ 175,868 | $ 166,541 | $ 135,781 |
Other expenses | |||
Product development | 37,246 | 31,898 | 32,809 |
General and administrative | 76,153 | 54,965 | 48,481 |
Amortization of acquisition-related intangibles | 0 | 0 | |
Amortization | 20,887 | 14,717 | |
Depreciation | 1,946 | 2,443 | 2,156 |
RCM | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 110,192 | 97,024 | 66,015 |
EHR | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | $ 62,048 | 65,661 | 66,698 |
As previously reported | |||
Other expenses | |||
Product development | 30,926 | 30,389 | |
General and administrative | 56,192 | 50,022 | |
Amortization of acquisition-related intangibles | 17,403 | 13,786 | |
Amortization | 0 | 0 | |
Depreciation | 0 | 0 | |
As previously reported | RCM | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 97,010 | 66,015 | |
As previously reported | EHR | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 71,347 | 70,664 | |
Reclassifications | |||
Other expenses | |||
Product development | (1,660) | (497) | |
General and administrative | (1,227) | (1,541) | |
Amortization of acquisition-related intangibles | (17,403) | (13,786) | |
Amortization | 20,887 | 14,717 | |
Depreciation | 2,443 | 2,156 | |
Reclassifications | RCM | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 14 | 0 | |
Reclassifications | EHR | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | (3,054) | (1,049) | |
As reclassified | |||
Other expenses | |||
Product development | 29,266 | 29,892 | |
General and administrative | 54,965 | 48,481 | |
Amortization of acquisition-related intangibles | 0 | 0 | |
Amortization | 20,887 | 14,717 | |
Depreciation | 2,443 | 2,156 | |
As reclassified | RCM | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 97,024 | 66,015 | |
As reclassified | EHR | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 68,293 | 69,615 | |
Impact of operating expense allocations | |||
Other expenses | |||
Product development | 2,632 | 2,917 | |
General and administrative | 0 | 0 | |
Amortization of acquisition-related intangibles | 0 | 0 | |
Amortization | 0 | 0 | |
Depreciation | 0 | 0 | |
Impact of operating expense allocations | RCM | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | 0 | 0 | |
Impact of operating expense allocations | EHR | |||
Costs of revenue (exclusive of amortization and depreciation): | |||
Total costs of revenue (exclusive of amortization and depreciation) | $ (2,632) | $ (2,917) |
SUMMARY OF SIGNIFICANT ACCOUN_6
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Property and Equipment (Details) | Dec. 31, 2023 |
Computer equipment | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Office furniture and fixtures | |
Property, Plant and Equipment [Line Items] | |
Useful life | 5 years |
Buildings | |
Property, Plant and Equipment [Line Items] | |
Useful life | 30 years |
SUMMARY OF SIGNIFICANT ACCOUN_7
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Deferred Revenue (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change In Contract With Customer, Liability [Heading Roll Forward] | ||
Beginning balance | $ 11,590 | $ 11,529 |
Deferred revenue recorded | 17,192 | 25,579 |
Less deferred revenue recognized as revenue | (20,105) | (25,518) |
Ending balance | $ 8,677 | $ 11,590 |
SUMMARY OF SIGNIFICANT ACCOUN_8
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Changes in Capitalized Contract Cost (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Change In Capitalized Contract Cost [Heading Roll Forward] | ||
Beginning balance | $ 11,577 | $ 7,312 |
Costs to obtain and fulfill contracts capitalized | 7,390 | 11,361 |
Less costs to obtain and fulfill contracts recognized as expense | (5,852) | (7,096) |
Ending balance | $ 13,115 | $ 11,577 |
BUSINESS COMBINATIONS - Narrati
BUSINESS COMBINATIONS - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | |||||
Oct. 16, 2023 | Mar. 01, 2022 | May 12, 2021 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 36,705 | $ 43,364 | $ 59,634 | |||
Gain on contingent consideration | 0 | (565) | 0 | |||
Viewgol, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 36,700 | |||||
Acquisition related costs | 4,700 | |||||
Revenue of acquiree since acquisition | 3,800 | |||||
Earnings (loss) of acquiree since acquisition | $ 300 | |||||
Viewgol, LLC | EBTIDA Earnout | ||||||
Business Acquisition [Line Items] | ||||||
Earnout liability | 21,500 | |||||
Contingent consideration, EBITDA target | 6,000 | |||||
Viewgol, LLC | Offshore Earnout | ||||||
Business Acquisition [Line Items] | ||||||
Earnout liability | $ 10,000 | |||||
Healthcare Resource Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 43,600 | |||||
Acquisition related costs | 1,200 | |||||
TruCode LLC | ||||||
Business Acquisition [Line Items] | ||||||
Cash consideration | $ 59,900 | |||||
Acquisition related costs | $ 900 | |||||
Contingent consideration earnout payment | $ 15,000 | |||||
Business combination, contingent consideration period | 12 months | |||||
Gain on contingent consideration | $ (1,900) |
BUSINESS COMBINATIONS - Prelimi
BUSINESS COMBINATIONS - Preliminary allocation of the purchase price paid (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Oct. 16, 2023 | Dec. 31, 2022 | Mar. 01, 2022 | Dec. 31, 2021 | May 12, 2021 |
Business Acquisition [Line Items] | ||||||
Goodwill | $ 171,909 | $ 198,253 | $ 177,713 | |||
Viewgol, LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired cash | $ 1,449 | |||||
Accounts receivable | 2,233 | |||||
Prepaid expenses | 132 | |||||
Property and equipment | 1,112 | |||||
Intangible assets | 17,720 | |||||
Goodwill | 17,263 | |||||
Accounts payable and accrued liabilities | (711) | |||||
Contingent consideration | (1,044) | |||||
Net assets acquired | $ 38,154 | |||||
Healthcare Resource Group, Inc. | ||||||
Business Acquisition [Line Items] | ||||||
Acquired cash | $ 3,989 | |||||
Accounts receivable | 5,655 | |||||
Prepaid expenses | 398 | |||||
Property and equipment | 467 | |||||
Other assets | 73 | |||||
Intangible assets | 24,200 | |||||
Operating lease assets | 1,315 | |||||
Goodwill | 20,750 | |||||
Accounts payable and accrued liabilities | (2,403) | |||||
Deferred taxes, net | (5,565) | |||||
Operating lease liability | (1,315) | |||||
Net assets acquired | $ 47,564 | |||||
TruCode LLC | ||||||
Business Acquisition [Line Items] | ||||||
Acquired cash | $ 4,249 | |||||
Accounts receivable | 924 | |||||
Prepaid expenses | 2 | |||||
Intangible assets | 37,300 | |||||
Goodwill | 27,287 | |||||
Accounts payable and accrued liabilities | (1,840) | |||||
Contingent consideration | (2,500) | |||||
Deferred revenue | (1,300) | |||||
Net assets acquired | $ 64,122 |
BUSINESS COMBINATIONS - Pro for
BUSINESS COMBINATIONS - Pro forma information (Details) - Viewgol, LLC - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||
Pro forma revenues | $ 351,731 | $ 338,009 |
Pro forma net income | $ (47,735) | $ 15,536 |
Pro forma diluted earnings per share (in dollars per share) | $ (3.36) | $ 1.10 |
PROPERTY AND EQUIPMENT (Details
PROPERTY AND EQUIPMENT (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 22,668 | $ 21,205 |
Less: accumulated depreciation | (13,694) | (11,321) |
Property and equipment, net | 8,974 | 9,884 |
Land | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 2,848 | 2,848 |
Buildings and improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,481 | 8,320 |
Computer equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 10,104 | 8,228 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 631 | 783 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 586 | 1,008 |
Automobiles | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 18 | $ 18 |
SOFTWARE DEVELOPMENT - Narrativ
SOFTWARE DEVELOPMENT - Narrative (Details) | Dec. 31, 2023 |
Software Development | |
Finite-Lived Intangible Assets [Line Items] | |
Finite-lived intangible asset, useful life | 5 years |
SOFTWARE DEVELOPMENT - Schedule
SOFTWARE DEVELOPMENT - Schedule of Software development costs, net (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Research and Development [Abstract] | ||
Software development costs | $ 51,349 | $ 31,789 |
Less: accumulated amortization | (12,210) | (4,532) |
Software development costs, net | $ 39,139 | $ 27,257 |
OTHER ACCRUED LIABILITIES (Deta
OTHER ACCRUED LIABILITIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Salaries and benefits | $ 5,194 | $ 8,430 |
Severance | 5,806 | 2,504 |
Commissions | 1,185 | 1,280 |
Self-insurance reserves | 0 | 1,358 |
Contingent consideration | 1,044 | 0 |
Other | $ 4,859 | $ 840 |
Operating lease, liability, current, location | Other accrued liabilities | Other accrued liabilities |
Operating lease liabilities, current portion | $ 1,804 | $ 2,063 |
Other accrued liabilities | $ 19,892 | $ 16,475 |
NET INCOME PER SHARE (Details)
NET INCOME PER SHARE (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Numerator | |||
Net income (loss) | $ (45,789) | $ 15,867 | $ 18,430 |
Less: Net income (loss) attributable to participating securities | 1,030 | (311) | (409) |
Net income (loss) attributable to common stockholders | $ (44,759) | $ 15,556 | $ 18,021 |
Denominator | |||
Weighted average shares outstanding used in basic per common share computations (in shares) | 14,187 | 14,356 | 14,290 |
Basic EPS (in dollars per share) | $ (3.15) | $ 1.08 | $ 1.26 |
Numerator | |||
Net income (loss) attributable to common stockholders for diluted EPS | $ (44,759) | $ 15,556 | $ 18,021 |
Denominator | |||
Weighted average shares outstanding used in basic per common share computations (in shares) | 14,187 | 14,356 | 14,290 |
Weighted average effect of dilutive securities: | |||
Performance share awards (in shares) | 0 | 0 | 28 |
Weighted average shares outstanding used in diluted per common share computations (in shares) | 14,187 | 14,356 | 14,318 |
Diluted EPS (in dollars per share) | $ (3.15) | $ 1.08 | $ 1.26 |
INCOME TAXES - Deferred Tax Ass
INCOME TAXES - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Deferred tax assets: | ||
Accounts receivable and financing receivables | $ 871 | $ 877 |
Stock-based compensation | 1,275 | 1,909 |
Deferred revenue | 367 | 1,002 |
Research expenditures | 16,496 | 9,779 |
Accrued severance | 890 | 490 |
Right of use asset | 952 | 1,848 |
Other | 2,770 | 814 |
Net operating loss | 3,656 | 3,738 |
Deferred tax assets | 27,277 | 20,457 |
Less: Valuation allowance | 604 | 604 |
Total deferred tax assets | 26,673 | 19,853 |
Deferred tax liabilities: | ||
Intangible assets | 14,477 | 20,941 |
Accrued liabilities and other | 12,127 | 9,259 |
Fixed assets | 254 | 527 |
Right of use liability | 1,045 | 1,884 |
Total deferred tax liabilities | 27,903 | 32,611 |
Total net deferred tax liability | $ (1,230) | $ (12,758) |
INCOME TAXES - Narrative (Detai
INCOME TAXES - Narrative (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Operating Loss Carryforwards [Line Items] | |||
Research expenditures | $ 16,496 | $ 9,779 | |
U.S. federal statutory income tax rate | 21% | 21% | 21% |
Effective income tax rate | 16% | 12% | 20% |
Gain on contingent consideration, decrease in effective rate | 2.20% | ||
Effective income tax rate reconciliation, provision to return adjustments, decrease in effective tax rate | 3.50% | ||
Valuation allowance | $ 604 | $ 604 | |
Domestic tax authority | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss carryforward | 3,400 | 5,900 | $ 7,900 |
State jurisdiction | |||
Operating Loss Carryforwards [Line Items] | |||
Federal net operating loss carryforward | $ 68,200 | $ 39,800 | $ 29,900 |
INCOME TAXES - Significant Comp
INCOME TAXES - Significant Components of Income Tax (benefit) Provision (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Current provision: | |||
Federal | $ 2,392 | $ 6,482 | $ 731 |
State | 322 | 2,420 | 413 |
Deferred provision: | |||
Federal | (8,884) | (4,769) | 3,331 |
State | (2,421) | (1,919) | 171 |
Total income tax (benefit) provision | $ (8,591) | $ 2,214 | $ 4,646 |
INCOME TAXES - Reconciliation t
INCOME TAXES - Reconciliation to Federal Statutory Income Tax Rate (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Income Tax Disclosure [Abstract] | |||
Income taxes at U.S. federal statutory rate | $ (11,420) | $ 3,797 | $ 4,846 |
Provision-to-return adjustments | (999) | (539) | 117 |
State income tax, net of federal tax effect | (2,157) | 428 | 509 |
Tax credits | (2,481) | (1,254) | (1,274) |
Contingent consideration | 0 | (406) | 0 |
Goodwill impairment | 7,542 | 0 | 0 |
Stock-based compensation | 65 | (112) | (74) |
Non-deductible compensation - 162(m) | 15 | 306 | 510 |
Other | 844 | (6) | 12 |
Total income tax (benefit) provision | $ (8,591) | $ 2,214 | $ 4,646 |
STOCK-BASED COMPENSATION AND _3
STOCK-BASED COMPENSATION AND EQUITY - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2023 | Sep. 04, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Shares available for future issuance (in shares) | 805,771 | |
Unrecognized compensation cost related to non-vested share-based compensation | $ 6.3 | |
Unrecognized compensation cost related to non-vested share-based compensation period of recognition | 1 year 10 months 24 days | |
Stock repurchase program, authorized amount | $ 30 | |
Stock repurchased during period (in shares) | 49,789 | |
Stock repurchase program, remaining authorized repurchase amount | $ 16.5 | |
Restricted stock | Minimum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 1 year | |
Restricted stock | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years | |
Performance shares | Maximum | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Vesting period | 3 years |
STOCK-BASED COMPENSATION AND _4
STOCK-BASED COMPENSATION AND EQUITY - Total Stock-Based Compensation Expense (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Pre-tax stock-based compensation expense | $ 3,271 | $ 5,173 | $ 5,457 |
Less: income tax effect | (687) | (1,086) | (1,146) |
Net (after tax) stock-based compensation expense | 2,584 | 4,087 | 4,311 |
Costs of sales | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Pre-tax stock-based compensation expense | 745 | 809 | 990 |
Operating expenses | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Pre-tax stock-based compensation expense | $ 2,526 | $ 4,364 | $ 4,467 |
STOCK-BASED COMPENSATION AND _5
STOCK-BASED COMPENSATION AND EQUITY - Summary of Activity Under Restricted and Performance Stock Plans (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Restricted stock | |||
Shares | |||
Outstanding at beginning of period (in shares) | 281,161 | 314,883 | 412,967 |
Granted (in shares) | 210,351 | 161,375 | 153,700 |
Vested and issued (in shares) | (145,529) | (181,405) | (245,455) |
Forfeited (in shares) | (2,668) | (13,692) | (6,329) |
Outstanding at end of period (in shares) | 343,315 | 281,161 | 314,883 |
Weighted-Average Grant-Date Fair Value | |||
Outstanding at beginning of the period (in dollars per share) | $ 32.24 | $ 29.79 | $ 28.87 |
Granted (in dollars per share) | 26.44 | 34.22 | 31.22 |
Vested and issued (in dollars per share) | 31.35 | 29.79 | 29.16 |
Forfeited (in dollars per share) | 29.23 | 31.66 | 29.10 |
Outstanding at end of the period in dollars per share) | $ 29.08 | $ 32.24 | $ 29.79 |
Performance shares | |||
Shares | |||
Outstanding at beginning of period (in shares) | 252,375 | 249,952 | 252,852 |
Granted (in shares) | 122,071 | 101,799 | 93,444 |
Forfeited or unearned (in shares) | (100,655) | (72,059) | (20,373) |
Performance share awards converted to restricted stock (in shares) | (27,317) | ||
Vested and issued (in shares) | 0 | (75,971) | |
Outstanding at end of period (in shares) | 273,791 | 252,375 | 249,952 |
Weighted-Average Grant-Date Fair Value | |||
Outstanding at beginning of the period (in dollars per share) | $ 31.84 | $ 29.59 | $ 29.27 |
Granted (in dollars per share) | 31.21 | 37.98 | 31.26 |
Forfeited or unearned (in dollars per share) | 27.46 | 32.74 | 29.92 |
Performance share awards converted to restricted stock (in dollars per share) | 31.75 | ||
Vested and issued (in dollars per share) | 0 | 30.50 | |
Outstanding at end of the period in dollars per share) | $ 33.17 | $ 31.84 | $ 29.59 |
FINANCING RECEIVABLES - Narrati
FINANCING RECEIVABLES - Narrative (Details) | 12 Months Ended | ||||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Dec. 31, 2018 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Percentage of acute care EHR installations performed In a SaaS model | 100% | 100% | 63% | 49% | 12% |
Short-term payment plans, gross | Minimum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 3 months | ||||
Short-term payment plans, gross | Maximum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 12 months | ||||
Long-Term Financing Arrangement | Minimum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 2 years | ||||
Long-Term Financing Arrangement | Maximum | |||||
Accounts, Notes, Loans and Financing Receivable [Line Items] | |||||
Receivable term | 7 years |
FINANCING RECEIVABLES - Short-T
FINANCING RECEIVABLES - Short-Term Payment Plans (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Less: allowance for losses | $ (319) | $ (223) |
Short-term payment plans, net | 3,997 | 4,474 |
Short-term payment plans, gross | ||
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Short-term payment plans, gross | 788 | 330 |
Less: allowance for losses | (39) | (16) |
Short-term payment plans, net | $ 749 | $ 314 |
FINANCING RECEIVABLES - Compone
FINANCING RECEIVABLES - Components of Lease Receivables (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | |||
Less: allowance for credit losses | $ (416) | $ (549) | $ (722) |
Long-term financing arrangements, net | 5,223 | 7,786 | |
Long-Term Financing Arrangement | |||
Financing Receivable, Past Due [Line Items] | |||
Long-term financing arrangements, gross | 5,212 | 8,683 | |
Less: allowance for credit losses | (377) | (533) | |
Less: unearned income | (361) | (678) | |
Long-term financing arrangements, net | $ 4,474 | $ 7,472 |
FINANCING RECEIVABLES - Future
FINANCING RECEIVABLES - Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | |||
Less: allowance for credit losses | $ (416) | $ (549) | $ (722) |
Long-term financing arrangements, net | 5,223 | 7,786 | |
Long-Term Financing Arrangement | |||
Financing Receivable, Past Due [Line Items] | |||
2024 | 3,157 | ||
2025 | 1,793 | ||
2026 | 178 | ||
2027 | 40 | ||
2028 | 36 | ||
Thereafter | 8 | ||
Total minimum payments to be received | 5,212 | ||
Less: allowance for credit losses | (377) | (533) | |
Less: unearned income | (361) | (678) | |
Long-term financing arrangements, net | $ 4,474 | $ 7,472 |
FINANCING RECEIVABLES - Allowan
FINANCING RECEIVABLES - Allowance for Financing Credit Losses (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2023 | Dec. 31, 2022 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ||
Beginning Balance | $ 549 | $ 722 |
Provision | (133) | (211) |
Charge-offs | 0 | 38 |
Recoveries | 0 | 0 |
Ending Balance | $ 416 | $ 549 |
FINANCING RECEIVABLES - Analysi
FINANCING RECEIVABLES - Analysis of Age of Financing Receivable (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Total Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | $ 1,411 | $ 1,647 |
1 to 90 Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | 857 | 1,086 |
91 to 180 Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | 231 | 278 |
181 + Days Past Due | ||
Financing Receivable, Past Due [Line Items] | ||
Long-term financing arrangements, gross | $ 323 | $ 283 |
FINANCING RECEIVABLES - Summary
FINANCING RECEIVABLES - Summary of Financing Receivables by Credit Quality Indicator (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 |
Financing Receivable, Past Due [Line Items] | |||
Total financing receivables with contractual maturities of one year or less | $ 788 | $ 330 | |
Less: allowance for credit losses | (416) | (549) | $ (722) |
Long-term financing arrangements, net | 5,223 | 7,786 | |
Total Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,411 | 1,647 | |
Total Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 3,753 | 7,139 | |
1 to 90 Days Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 857 | 1,086 | |
1 to 90 Days Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,068 | 3,876 | |
91 to 180 Days Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 231 | 278 | |
91 to 180 Days Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 1,720 | 1,369 | |
181 + Days Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 323 | 283 | |
181 + Days Past Due | Trade Accounts Receivable | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | 965 | 1,894 | |
Financial Asset, Not Past Due | |||
Financing Receivable, Past Due [Line Items] | |||
Total uninvoiced client financing receivables of clients with no related trade accounts receivable | $ 1,098 | $ 866 |
INTANGIBLE ASSETS AND GOODWIL_2
INTANGIBLE ASSETS AND GOODWILL - Definite-Lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | $ 186,690 | $ 162,490 | |
Intangible assets acquired | $ 17,720 | 24,200 | |
Accumulated amortization | (101,116) | (84,690) | |
Accumulated impairment | (2,342) | ||
Held for sale | (11,739) | ||
Net intangible assets | $ 89,213 | 102,000 | |
Weighted average remaining years of useful life | 6 years | ||
Customer Relationships | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 132,170 | 112,570 | |
Intangible assets acquired | $ 16,100 | 19,600 | |
Accumulated amortization | (63,686) | (52,371) | |
Accumulated impairment | 0 | ||
Held for sale | (8,735) | ||
Net intangible assets | $ 75,849 | 79,799 | |
Weighted average remaining years of useful life | 8 years | ||
Trademark | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 12,320 | 12,320 | |
Intangible assets acquired | $ 0 | 0 | |
Accumulated amortization | (6,974) | (6,076) | |
Accumulated impairment | (2,342) | ||
Held for sale | (3,004) | ||
Net intangible assets | $ 0 | 6,244 | |
Weighted average remaining years of useful life | 0 years | ||
Developed Technology | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 40,800 | 37,600 | |
Intangible assets acquired | $ 1,400 | 3,200 | |
Accumulated amortization | (29,934) | (26,010) | |
Accumulated impairment | 0 | ||
Held for sale | 0 | ||
Net intangible assets | $ 12,266 | 14,790 | |
Weighted average remaining years of useful life | 8 years | ||
Non-compete Agreements | |||
Finite-Lived Intangible Assets [Line Items] | |||
Gross carrying amount | 1,400 | $ 0 | |
Intangible assets acquired | $ 220 | 1,400 | |
Accumulated amortization | (522) | (233) | |
Accumulated impairment | 0 | ||
Held for sale | 0 | ||
Net intangible assets | $ 1,098 | $ 1,167 | |
Weighted average remaining years of useful life | 3 years |
INTANGIBLE ASSETS AND GOODWIL_3
INTANGIBLE ASSETS AND GOODWILL - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Oct. 01, 2023 | Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Trademark impairment | $ 2,342 | $ 2,342 | $ 0 | $ 0 | |
Goodwill impairment | $ 35,913 | $ 0 | $ 0 | ||
RCM reporting unit | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | $ 0 | ||||
Acute Care EHR reporting unit | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | 6,400 | ||||
Post-acute Care EHR reporting unit | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | 2,200 | 19,700 | |||
Patient Engagement reporting unit | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Goodwill impairment | $ 7,600 | ||||
Trademark | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Trademark impairment | 2,300 | ||||
Trademark | RCM | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Trademark impairment | 1,000 | ||||
Trademark | EHR | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Trademark impairment | 1,200 | ||||
Trademark | Patient engagement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Trademark impairment | $ 100 |
INTANGIBLE ASSETS AND GOODWIL_4
INTANGIBLE ASSETS AND GOODWILL - Amortization (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Goodwill and Intangible Assets Disclosure [Abstract] | |
2024 | $ 12,506 |
2025 | 12,191 |
2026 | 11,516 |
2027 | 10,496 |
2028 | 10,203 |
Due thereafter | 32,301 |
Net intangible assets | $ 89,213 |
INTANGIBLE ASSETS AND GOODWIL_5
INTANGIBLE ASSETS AND GOODWILL - Schedule of Goodwill (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | $ 198,253 | $ 177,713 | |
Goodwill acquired | 17,263 | 20,540 | |
Goodwill impairment | (35,913) | 0 | $ 0 |
Held for sale | (7,694) | ||
Goodwill, ending balance | 171,909 | 198,253 | 177,713 |
Operating segments | RCM | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 61,821 | 41,281 | |
Goodwill acquired | 17,263 | 20,540 | |
Goodwill impairment | 0 | ||
Held for sale | 0 | ||
Goodwill, ending balance | 79,084 | 61,821 | 41,281 |
Operating segments | EHR | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 126,665 | 126,665 | |
Goodwill acquired | 0 | 0 | |
Goodwill impairment | (28,307) | ||
Held for sale | (7,694) | ||
Goodwill, ending balance | 90,664 | 126,665 | 126,665 |
Operating segments | Patient engagement | |||
Goodwill [Roll Forward] | |||
Goodwill, beginning balance | 9,767 | 9,767 | |
Goodwill acquired | 0 | 0 | |
Goodwill impairment | (7,606) | ||
Goodwill, ending balance | $ 2,161 | $ 9,767 | $ 9,767 |
LONG-TERM DEBT - Schedule of De
LONG-TERM DEBT - Schedule of Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Less: debt issuance costs | $ (1,187) | $ (1,546) |
Debt obligation, net | 198,411 | 139,529 |
Less: current portion | (3,141) | (3,141) |
Long-term debt | 195,270 | 136,388 |
Line of credit | ||
Debt Instrument [Line Items] | ||
Debt obligations | 199,598 | 141,075 |
Line of credit | Term loan facility | ||
Debt Instrument [Line Items] | ||
Debt obligations | 63,875 | 67,375 |
Line of credit | Revolving credit facility | ||
Debt Instrument [Line Items] | ||
Debt obligations | $ 135,723 | $ 73,700 |
LONG-TERM DEBT - Narrative (Det
LONG-TERM DEBT - Narrative (Details) | 12 Months Ended | |||
May 02, 2022 USD ($) | Jun. 16, 2020 USD ($) | Dec. 31, 2023 | Jan. 31, 2016 USD ($) | |
Line of credit | ||||
Debt Instrument [Line Items] | ||||
Line of credit facility, incremental facility capacity | $ 75,000,000 | |||
Minimum fixed charge coverage ratio | 1.25 | |||
Maximum consolidated leverage ratio | 3.50 | |||
Line of credit facility, accordion feature increase, acquisition threshold | $ 25,000,000 | |||
Quarterly increase in consolidated leverage ratio after acquisition | 0.50 | |||
Minimum consolidated leverage ratio | 2.50 | |||
Line of credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Term loan facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 8.48% | |||
Term loan facility | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 70,000,000 | $ 75,000,000 | $ 125,000,000 | |
Quarterly principal payments | 900,000 | |||
Revolving credit facility | ||||
Debt Instrument [Line Items] | ||||
Interest rate, stated percentage | 8.48% | |||
Revolving credit facility | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 160,000,000 | $ 110,000,000 | $ 50,000,000 | |
Revolving credit facility | Line of credit | Base rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.80% | |||
Revolving credit facility | Line of credit | Base rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 2% | |||
Revolving credit facility | Line of credit | Federal funds rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 0.50% | |||
Revolving credit facility | Line of credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1% | |||
Revolving credit facility | Line of credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Minimum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 1.80% | |||
Revolving credit facility | Line of credit | Secured Overnight Financing Rate (SOFR) Overnight Index Swap Rate | Maximum | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate | 3% | |||
Amended and Restated Credit Agreement | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 185,000,000 | |||
First Amended and Restated Credit Agreement | Line of credit | ||||
Debt Instrument [Line Items] | ||||
Amount of credit facility | $ 230,000,000 |
LONG-TERM DEBT - Anticipated An
LONG-TERM DEBT - Anticipated Annual Future Maturities (Details) - Line of credit - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
2024 | $ 3,500 | |
2025 | 3,500 | |
2026 | 3,500 | |
2027 | 189,098 | |
Thereafter | 0 | |
Debt obligation | $ 199,598 | $ 141,075 |
BENEFIT PLANS (Details)
BENEFIT PLANS (Details) - CPSI 401(k) Retirement Plan - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Defined Contribution Plan Disclosure [Line Items] | |||
Employee contribution (up to) | 60% | ||
Employer contribution | $ 3.8 | $ 3.5 | $ 3.2 |
OPERATING LEASES - Narrative (D
OPERATING LEASES - Narrative (Details) $ in Thousands | 12 Months Ended | ||||
Apr. 30, 2023 USD ($) ft² | Jul. 28, 2021 USD ($) ft² | Dec. 31, 2023 USD ($) | Dec. 31, 2022 USD ($) | Dec. 31, 2021 USD ($) | |
Lessee, Lease, Description [Line Items] | |||||
Loss on disposal of property and equipment | $ 117 | $ 0 | $ 313 | ||
Rent expense | 1,800 | 2,200 | 1,800 | ||
Operating lease payments | $ 1,800 | $ 2,200 | $ 1,800 | ||
Fairhope, Alabama lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of real estate property | ft² | 45,000 | ||||
Payment to terminate lease | $ 900 | ||||
Plymouth, Minnesota lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Area of real estate property | ft² | 12,500 | ||||
Payment to terminate lease | $ 1,100 | ||||
Leasehold improvements | Fairhope, Alabama lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Loss on disposal of property and equipment | $ 300 | ||||
Leasehold improvements | Plymouth, Minnesota lease | |||||
Lessee, Lease, Description [Line Items] | |||||
Loss on disposal of property and equipment | $ 100 |
OPERATING LEASES - Supplemental
OPERATING LEASES - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Leases [Abstract] | ||
Operating lease assets | $ 5,192 | $ 7,567 |
Operating lease liabilities: | ||
Other accrued liabilities | $ 1,804 | $ 2,063 |
Operating lease, liability, current, location | Other accrued liabilities | Other accrued liabilities |
Operating lease liabilities, net of current portion | $ 3,074 | $ 5,651 |
Total operating lease liabilities | $ 4,878 | |
Weighted average remaining lease term in years | 4 years | |
Weighted average discount rate | 4.20% |
OPERATING LEASES - Future Minim
OPERATING LEASES - Future Minimum Lease Payments Payable Under these Operating Leases (Details) $ in Thousands | Dec. 31, 2023 USD ($) |
Leases [Abstract] | |
2024 | $ 1,804 |
2025 | 1,063 |
2026 | 1,025 |
2027 | 706 |
2028 | 462 |
Thereafter | 231 |
Total lease payments | 5,291 |
Less imputed interest | (413) |
Operating lease liabilities | $ 4,878 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Business Acquisition [Line Items] | ||
Contingent consideration | $ 1,044 | $ 0 |
Viewgol, LLC | ||
Business Acquisition [Line Items] | ||
Contingent consideration | $ 1,000 |
FAIR VALUE (Details)
FAIR VALUE (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 1,044 | $ 0 |
Carrying Amount | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,044 | |
Total | 1,044 | |
Fair Value | Quoted Price in Active Markets for Identical Assets (Level 1) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
Total | 0 | |
Fair Value | Significant Other Observable Inputs (Level 2) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 0 | |
Total | 0 | |
Fair Value | Significant Unobservable Inputs (Level 3) | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 1,044 | |
Total | $ 1,044 |
SEGMENT REPORTING - Narrative (
SEGMENT REPORTING - Narrative (Details) - segment | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | |||
Number of operating segments | 3 | 3 | 3 |
SEGMENT REPORTING - Schedule of
SEGMENT REPORTING - Schedule of Segment Reporting Information, by Segment (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting Information [Line Items] | |||
Revenues: | $ 339,435 | $ 326,648 | $ 280,629 |
Total adjusted EBITDA | 47,576 | 55,899 | 52,677 |
RCM | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 193,929 | 179,870 | 131,242 |
EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 138,063 | 139,823 | 143,109 |
Patient engagement | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 7,443 | 6,955 | 6,278 |
Operating segments | RCM | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 193,929 | 179,870 | 131,242 |
Total adjusted EBITDA | 24,800 | 35,219 | 28,265 |
Operating segments | EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 138,063 | 139,823 | 143,109 |
Total adjusted EBITDA | 22,900 | 22,507 | 26,505 |
Operating segments | Patient engagement | |||
Segment Reporting Information [Line Items] | |||
Total adjusted EBITDA | (124) | (1,827) | (2,093) |
Recurring revenue | Operating segments | EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 125,988 | 124,724 | 124,912 |
Recurring revenue | Operating segments | Acute Care EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 111,276 | 109,340 | 108,440 |
Recurring revenue | Operating segments | Post-acute Care EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 14,712 | 15,384 | 16,472 |
Recurring revenue | Operating segments | Patient engagement | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 7,443 | 6,955 | 6,278 |
Non-recurring revenue | Operating segments | EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 12,075 | 15,099 | 18,197 |
Non-recurring revenue | Operating segments | Acute Care EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | 10,657 | 13,138 | 16,939 |
Non-recurring revenue | Operating segments | Post-acute Care EHR | |||
Segment Reporting Information [Line Items] | |||
Revenues: | $ 1,418 | $ 1,961 | $ 1,258 |
SEGMENT REPORTING - Reconciliat
SEGMENT REPORTING - Reconciliation of Adjusted Income (Loss) From Before Interest, Taxes, Depreciation And Amortization (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Segment Reporting [Abstract] | ||||
Net income (loss) | $ (45,789) | $ 15,867 | $ 18,430 | |
Deferred revenue and other acquisition-related adjustments | 0 | 109 | 747 | |
Depreciation | 1,946 | 2,443 | 2,156 | |
Amortization of software development costs | 8,096 | 3,484 | 931 | |
Amortization of acquisition-related intangibles | 16,426 | 17,403 | 13,786 | |
Stock based compensation | 3,271 | 5,173 | 5,457 | |
Severance and other non-recurring charges | 22,186 | 4,504 | 4,892 | |
Interest expense and other, net | 11,776 | 5,267 | 1,632 | |
Impairment of goodwill | 35,913 | 0 | 0 | |
Trademark impairment | $ 2,342 | 2,342 | 0 | 0 |
Gain on contingent consideration | 0 | (565) | 0 | |
Provision (benefit) for income taxes | (8,591) | 2,214 | 4,646 | |
Total adjusted EBITDA | $ 47,576 | $ 55,899 | $ 52,677 |
SUBSEQUENT EVENTS - Narrative (
SUBSEQUENT EVENTS - Narrative (Details) $ in Thousands | 12 Months Ended | |||
Feb. 29, 2024 USD ($) | Jan. 16, 2024 USD ($) | Dec. 31, 2023 | May 22, 2022 | |
Line of credit | ||||
Subsequent Event [Line Items] | ||||
Credit facility, covenant, percentage of consolidated EBITDA | 10% | |||
Minimum fixed charge coverage ratio | 1.25 | |||
Subsequent event | Line of credit | ||||
Subsequent Event [Line Items] | ||||
Credit facility, covenant, acquisitions costs, maximum | $ 7,000 | |||
Credit facility, covenant, acquisitions costs, maximum, percent of consolidated EBITDA | 10% | |||
Credit facility, covenant, SEC investigation costs and expenses, maximum | $ 1,250 | |||
Credit facility, covenant, percentage of consolidated EBITDA | 15% | |||
Credit facility, covenant, EBITDA calculation, Administrative Agent expenses, maximum | $ 7,250 | |||
Credit facility, covenant, EBITDA calculation, savings add back limitation for acquisition | $ 6,600 | |||
Credit facility, covenant, EBITDA calculation, acquisitions savings add back, percentage, maximum | 15% | |||
Minimum fixed charge coverage ratio | 1.15 | |||
Subsequent event | American HealthTech, Inc. | ||||
Subsequent Event [Line Items] | ||||
Cash consideration | $ 25,000 | |||
Cash consideration held in escrow | 3,750 | |||
Cash consideration held in indemnity escrow | 2,500 | |||
Cash consideration held in special indemnity escrow | 1,000 | |||
Cash consideration, net | $ 21,410 |
SUBSEQUENT EVENTS - Schedule of
SUBSEQUENT EVENTS - Schedule of Assets and Liabilities of Held for Sale Disposal Group (Details) - USD ($) $ in Thousands | Dec. 31, 2023 | Dec. 31, 2022 |
Assets of held for sale disposal group | ||
Total | $ 25,977 | $ 0 |
Liabilities of held for sale disposal group | ||
Total | 977 | $ 0 |
American HealthTech, Inc. | ||
Assets of held for sale disposal group | ||
Accounts receivable, net | 3,087 | |
Financing receivables , net | 37 | |
Prepaid expenses | 34 | |
Software costs, net | 3,386 | |
Intangibles, net | 11,739 | |
Goodwill | 7,694 | |
Total | 25,977 | |
Liabilities of held for sale disposal group | ||
Accounts payable | 178 | |
Other accrued liabilities | 576 | |
Deferred tax liability | 223 | |
Total | $ 977 |
SCHEDULE II - VALUATION AND Q_2
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Allowance for Credit Losses, Accounts Receivable (Details) - Allowance for credit losses deducted from accounts receivable in the balance sheet - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 2,854 | $ 1,826 | $ 1,701 |
Additions charged to cost and expenses | 2,053 | 1,203 | 2,111 |
Deductions | (879) | (175) | (1,986) |
Balance at end of period | $ 4,028 | $ 2,854 | $ 1,826 |
SCHEDULE II - VALUATION AND Q_3
SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS - Allowance for Credit Losses, Financing Receivables (Details) - Allowance for credit losses deducted from financing receivables in the balance sheet - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward] | |||
Balance at beginning of period | $ 549 | $ 722 | $ 1,489 |
Additions charged to cost and expenses | (133) | (211) | 481 |
Deductions | 0 | 38 | (1,248) |
Balance at end of period | $ 416 | $ 549 | $ 722 |