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Equity
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(Exact Name of Registrant as Specified in Its Charter)
iDelaware
i74-3032373
(State
or Other Jurisdiction of
Incorporation or Organization)
(I.R.S. Employer
Identification No.)
i54 St. Emanuel Street, iMobile,
iAlabama
i36602
(Address of Principal Executive Offices)
(Zip
Code)
(i251) i639-8100
(Registrant’s Telephone Number, Including Area Code)
N/A
(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)
Securities
registered pursuant to Section 12(b) of the Act:
Title of each class
Trading symbol
Name of each exchange on which registered
iCommon Stock, par value $.001 per share
iCPSI
iThe
NASDAQ Stock Market LLC
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. iYesý No ¨
Indicate
by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). iYesý No ¨
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer,""accelerated filer,""smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer
¨
iAccelerated
filer
ý
Non-accelerated filer
¨
Smaller reporting company
i☐
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No iý
As of November 2,
2022, there were i14,514,137 shares of the issuer’s common stock outstanding.
The
accompanying notes are an integral part of these condensed consolidated financial statements.
6
COMPUTER
PROGRAMS AND SYSTEMS, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. iBASIS OF PRESENTATION
i
Basis
of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the "SEC") and include all adjustments that, in the opinion of management, are necessary for a fair presentation of the results of the periods presented. All such adjustments are considered of a normal recurring nature. Quarterly results of operations are not necessarily indicative of annual results.
Certain footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") have been condensed or omitted. The condensed consolidated balance sheet as of December 31, 2021 was derived from the audited consolidated balance sheet
at that date. These unaudited condensed consolidated financial statements should be read in conjunction with the audited financial statements of Computer Programs and Systems, Inc. ("CPSI" or the "Company") for the year ended December 31, 2021 and the notes thereto contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021.
iDuring the second
quarter of 2021, we elected to change our method of estimating the labor costs incurred in developing software assets requiring capitalization under Accounting Standards Codification ("ASC") 350-40, Internal Use Software. Prior to this change, we estimated the associated labor costs using an estimated time-equivalent for workload metrics commonly utilized within agile software development environments. With this change, we now estimate these labor costs using the distribution of these agile workload metrics between capitalizable and non-capitalizable units of work. We believe this change is preferable as the new methodology better estimates capitalizable labor costs and is consistent with industry best practices. We have determined that this change is a change in accounting estimate effected by a change in accounting principle and, as such, has been accounted for on a prospective basis. See Note 6, “Software
Development,” for further information.
i
Principles of Consolidation
The condensed consolidated financial statements of CPSI include the accounts of TruBridge, LLC ("TruBridge"), Evident, LLC ("Evident"), Healthland Holding Inc. ("HHI"), iNetXperts, Corp. d/b/a Get Real Health ("Get Real Health"), TruCode LLC ("TruCode"), and Healthcare Resource Group, Inc. ("HRG"), all of which are wholly-owned subsidiaries of CPSI. The
accounts of HHI include those of its wholly-owned subsidiaries, Healthland Inc. ("Healthland"), Rycan Technologies, Inc. ("Rycan"), and American HealthTech, Inc. ("AHT"). All significant intercompany balances and transactions have been eliminated.
2. iiRECENT
ACCOUNTING PRONOUNCEMENTS/
New Accounting Standards Adopted in 2022
There were no new accounting standards required to be adopted in 2022 that would have a material impact on our consolidated financial statements.
New Accounting Standards Yet to be Adopted
We do not believe that any other recently issued but not yet effective accounting standards, if adopted, would have a material impact on our consolidated financial statements.
3.
iREVENUE RECOGNITION
iRevenue 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 ASC 606, Revenue from Contracts with Customers, to: (1) identify the contract with the client, (2) identify the performance obligations in the contract,
(3)
7
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.
TruBridge
TruBridge
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. 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.
TruBridge also provides professional IT services. Revenue from professional IT services is recognized as the services are performed based
on SSP. Payment is due monthly as services are performed.
Lastly, TruBridge also provides various revenue cycle optimization software solutions on a subscription or Software as a Service (“SaaS”) basis. Subscription revenue is recognized as a separate performance obligation ratably over the subscription term based on SSP, which is cost plus a reasonable margin. SaaS revenue is recognized as a separate performance obligation on a monthly basis as the SaaS service is provided to the client over the contract term. Payment is due monthly for subscriptions and SaaS services provided.
System Sales and Support
The Company enters into contractual obligations
to sell perpetual software licenses, installation, conversion, training, hardware and software application support and hardware maintenance services to acute care community hospitals and post-acute care providers.
Non-recurring Revenues
•Perpetual software licenses, installation, conversion, and related training 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. Fees for licenses, installation, conversion, and related training 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. Electronic health records ("EHR") implementations include a system warranty that terminates thirty days from the software go-live date, the date on 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. 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 to ifive years. Payment is due monthly for support services provided.
•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. 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.
8
Refer
to Note 17 - Segment Reporting, for further information, including revenue by client base (acute care or post-acute care) bifurcated by recurring and non-recurring revenue.
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.
iThe
following table details deferred revenue for the nine months ended September 30, 2022 and 2021, included in the condensed consolidated balance sheets:
The
deferred revenue recorded during the nine months ended September 30, 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 nine months ended September 30, 2022 and 2021 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 licensing agreements, 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, with the exception of commissions generated from TruBridge sales. TruBridge commissions, which are paid up to twelve months in advance of services performed, are capitalized and amortized over the prepayment period. Costs to obtain a contract are expensed within sales and marketing expenses in the accompanying condensed consolidated statements of income.
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 "System sales and support - Cost of sales" in the accompanying condensed consolidated statements of income.
Costs to obtain and fulfill contracts related to SaaS arrangements are included within the "Prepaid expenses
and other" and "Other assets, net of current portion" line items on our condensed consolidated balance sheets.
iThe following table details costs to obtain and fulfill contracts with customers for the nine months ended September 30, 2022 and 2021, included in the condensed consolidated balance sheets:
Less
costs to obtain and fulfill contracts recognized as expense
(i5,440)
(i4,441)
Ending
balance
$
i9,332
$
i6,270
/
9
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.
4. iBUSINESS
COMBINATION
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 revenue cycle management ("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 $i43.9 million
(inclusive of seller's transaction expenses). During 2022, we have incurred approximately $i1.0 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 income.
Our acquisition of HRG will be 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 is based on management's judgment after evaluating several factors, including a preliminary valuation assessment. The allocation is preliminary and subject to changes, which could be significant, as additional information becomes available and appraisals of intangible assets and deferred tax positions are finalized.
i
The
preliminary allocation of the purchase price paid for HRG as of September 30, 2022 was as follows:
(In thousands)
Purchase Price Allocation
Acquired cash
$
i3,989
Accounts
receivable
i5,655
Prepaid expenses
i398
Property
and equipment
i467
Other assets
i73
Intangible
assets
i24,200
Operating lease assets
i1,315
Goodwill
i21,081
Accounts
payable and accrued liabilities
(i2,403)
Deferred taxes, net
(i5,565)
Operating
lease liability
(i1,315)
Net assets acquired
$
i47,895
/
The
intangible assets in the table above are being amortized on a straight-line basis over their estimated useful lives, which range from four to inine years. The amortization is included in amortization of acquisition-related intangibles in our condensed consolidated statements of income.
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 16 - 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.
10
Our condensed consolidated statement of operations for the nine months ended September 30, 2022 includes revenues of approximately $i24.5 million
and pre-tax net income of approximately $i5.8 million attributed to the acquired business since the March 1, 2022 acquisition date.
i
The
following unaudited pro forma revenue, net income and earnings per share amounts for the three and nine months ended September 30, 2022 give effect to the HRG acquisition as if it had been completed on January 1, 2021. 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 HRG acquisition been completed during the periods presented. 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 HRG acquisition.
Three
Months Ended September 30,
Nine Months Ended September 30,
(In thousands, except per share data)
2022
2021
2022
2021
Pro forma revenues
$
i82,827
$
i78,395
$
i249,764
$
i231,049
Pro
forma net income
$
i2,285
$
i2,146
$
i13,973
$
i11,520
Pro
forma diluted earnings per share
$
i0.16
$
i0.15
$
i0.95
$
i0.78
/
Pro
forma net income was calculated by adjusting the results for the applicable period to reflect the additional amortization that would have been charged assuming the fair value adjustments to intangible assets had been applied on January 1, 2021 and other miscellaneous, immaterial adjustments.
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 has been bundled with the TruBridge 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 $i59.9 million (inclusive of sellers' transaction expenses), plus a contingent earnout payment of up to $i15.0
million tied to TruCode's earnings before interest, tax, depreciation, and amortization ("EBITDA") (subject to certain pro-forma adjustments) for the itwelve-month period concluding on the anniversary date of the acquisition (the "earnout period"). As of September 30, 2022, $i1.0
million of the original $i2.5 million contingent consideration estimated in determining the purchase price was reversed as TruCode's earnings over the earnout period were less than estimated at the date of acquisition. During 2021, we incurred approximately $i0.9
million of pre-tax acquisition costs in connection with the acquisition of TruCode. Acquisition costs are included in general and administrative expenses in our consolidated statements of income.
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 is based on management's judgment after evaluating several factors, including a valuation assessment.
11
The
allocation of the purchase price paid for TruCode was as follows:
(In thousands)
Purchase Price Allocation
Acquired cash
$
i4,249
Accounts
receivable
i924
Prepaid expenses
i2
Intangible
assets
i37,300
Goodwill
i27,287
Accounts
payable and accrued liabilities
(i1,840)
Contingent consideration
(i2,500)
Deferred
revenue
(i1,300)
Net assets acquired
$
i64,122
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 condensed consolidated statements of income.
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 16 - 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.
Software development costs are accounted for in accordance with ASC 350-40, Internal-Use Software. We capitalize incurred labor costs for software development from the time the preliminary project phase is completed until the software is available for general release. Research and development costs and other computer software maintenance costs related to software development are expensed as incurred. We 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 ifive
years. If the actual life of the asset is deemed to be impaired, a write-down of the value of the asset may be recorded as a charge to earnings. Amortization begins when the related software features are placed in service.
During the second quarter of 2021, our ongoing monitoring activities associated with the capitalization of software development costs and the related correlation between capitalization rates and operational metrics designed to reflect the distribution of work revealed that our then-current labor capitalization methodology did not fully reflect all of the critical activities necessary to develop software assets. Consequently, during the second quarter of 2021, we elected to change our
12
method
of estimating the labor costs incurred in developing software assets. Prior to this change, we estimated the associated labor costs using an estimated time-equivalent for workload metrics commonly utilized within agile software development environments. With this change, we now estimate these labor costs using the distribution of these agile workload metrics between capitalizable and non-capitalizable units of work. We believe this change is preferable as the new methodology better estimates capitalizable labor costs and is consistent with industry best practices. We have determined that this change in accounting for software development costs is a change in accounting estimate effected by a change in accounting principle and, as such, has been accounted for on a prospective basis. In connection with this change, we capitalized software development costs of $i8.8 million
during the year ended December 31, 2021. We estimate that the effect of this change was to increase capitalized amounts by approximately $i4.6 million for the year ended December 31, 2021, with a corresponding decrease to product development costs.
The Company presents basic and diluted earnings per share ("EPS") data for its common stock. Basic EPS
is calculated by dividing the net income attributable to stockholders of the Company by the weighted average number of shares of common stock outstanding during the period. Diluted EPS is determined by adjusting the net income attributable to stockholders of the Company and the weighted average number of shares of common stock outstanding during the period for the effects of all dilutive potential common shares, including awards under stock-based compensation arrangements.
The Company's unvested restricted stock awards (see Note 10) 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.
13
iThe following is a calculation of the basic and diluted EPS for
the Company's common stock, including a reconciliation between net income and net income attributable to common stockholders:
Three Months Ended September 30,
Nine Months Ended September 30,
(In
thousands, except per share data)
2022
2021
2022
2021
Net income
$
i2,161
$
i2,744
$
i13,350
$
i13,029
Less:
Net income attributable to participating securities
(i42)
(i59)
(i261)
(i293)
Net
income attributable to common stockholders
$
i2,119
$
i2,685
$
i13,089
$
i12,736
Weighted
average shares outstanding used in basic per common share computations
i14,365
i14,334
i14,405
i14,276
Add:
Dilutive potential common shares
i—
i9
i—
i27
Weighted
average shares outstanding used in diluted per common share computations
i14,365
i14,343
i14,405
i14,303
Basic
EPS
$
i0.15
$
i0.19
$
i0.91
$
i0.89
Diluted
EPS
$
i0.15
$
i0.19
$
i0.91
$
i0.89
/
During
2020, 2021, and 2022, performance share awards were granted to certain executive officers and key employees of the Company that will result in the issuance of common stock if the predefined performance criteria are met. The awards provide for an aggregate target of i279,374 shares, of which inone
have been included in the calculation of diluted EPS for the three or nine months ended September 30, 2022 because the related threshold award performance levels have not been achieved as of September 30, 2022. See Note 10 - Stock-Based Compensation and Equity for more information.
9. iINCOME
TAXES
iThe Company determines the tax provision for interim periods using an estimate of our annual effective tax rate, adjusted for discrete items, if any, that are taken into account in the relevant period. Each quarter we update our estimate of the annual effective tax rate, and if our estimated tax rate changes, we make a cumulative adjustment.
Our effective tax rate for the three months ended September 30, 2022 decreased
to i26.4% from i28.3% for the three months ended September 30,
2021, resulting in an immaterial impact to income tax expense.
Our effective tax rate for the nine months ended September 30, 2022 decreased slightly to i17.9% from i19.0%
for the nine months ended September 30, 2021.
10. iSTOCK-BASED COMPENSATION AND EQUITY
Stock-based compensation expense is measured at the grant date based on the fair value of the award, and is recognized as an expense
over the employee's or non-employee director's requisite service period.
iThe following table details total stock-based compensation expense for the three and nine months ended September 30, 2022 and 2021, included in the condensed consolidated statements of income:
Three
Months Ended September 30,
Nine Months Ended September 30,
(In thousands)
2022
2021
2022
2021
Costs of sales
$
i274
$
i311
$
i851
$
i793
Operating
expenses
i1,590
i1,389
i4,433
i3,386
Pre-tax
stock-based compensation expense
i1,864
i1,700
i5,284
i4,179
Less:
income tax effect
(i410)
(i374)
(i1,162)
(i919)
Net
stock-based compensation expense
$
i1,454
$
i1,326
$
i4,122
$
i3,260
/
The
Company's stock-based compensation awards are in the form of restricted stock and performance share awards granted pursuant to the Company's Amended and Restated 2019 Incentive Plan (the "Plan"). As of September 30, 2022, there was
14
$i12.0
million of unrecognized compensation expense related to unvested and unearned stock-based compensation arrangements granted under the Plan, which is expected to be recognized over a weighted-average period ofi2.0 years.
Restricted Stock
The
Company grants restricted stock to executive officers, certain key employees and non-employee directors under the Plan with the fair value of the awards representing the fair value of the common stock on the date the restricted stock is granted. During the vesting period, recipients of restricted stock are entitled to dividends and posses voting rights. Shares of restricted stock generally vest in equal annual installments over the applicable vesting period, which ranges from one to ithree years.
The Company records expenses for these grants on a straight-line basis over the applicable vesting periods.
i
A summary of restricted stock activity under the Plan during the nine months ended September 30, 2022 and 2021 is as follows:
Unvested restricted stock outstanding
at beginning of period
i314,883
$
i29.79
i412,967
$
i28.87
Granted
i161,375
i34.22
i153,700
i31.22
Vested
(i181,405)
i29.79
(i245,455)
i29.16
Forfeited
(i8,936)
i31.60
(i6,329)
i29.10
Unvested
restricted stock outstanding at end of period
i285,917
$
i32.23
i314,883
$
i29.79
/
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 ithree-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 ithree-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 may be issued. The total number of shares issued for the performance share award may be increased, decreased, or unchanged based on the TSR modifier described above.
The recipients of performance share awards do not receive dividends or possess voting rights during the performance period and, accordingly, the fair value of the performance share awards is the quoted market value of CPSI'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 ithree-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.
15
i
A summary of performance share award activity under the Plan during the nine months ended
September 30, 2022 and 2021 is as follows, based on the target award amounts set forth in the performance share award agreements:
Performance share awards outstanding at beginning of period
i249,952
$
i29.59
i252,852
$
i29.27
Granted
i101,799
i37.98
i93,444
i31.26
Forfeited
or unearned
(i45,060)
i31.70
(i20,373)
i29.92
Earned
and issued
(i27,317)
i31.75
(i75,971)
i30.50
Performance
share awards outstanding at end of period
i279,374
$
i32.09
i249,952
$
i29.59
/
Stock
Repurchases
On September 4, 2020, our Board of Directors approved a stock repurchase program under which we were authorized to repurchase up to $i30.0 million of our common stock through September 3, 2022. On July 27, 2022, the Board of Directors extended the expiration date of the stock repurchase program to September
4, 2024. We repurchased i212,299 shares during the nine months ended September 30, 2022 and i17,387
shares during the nine months ended September 30, 2021. The approximate dollar value of shares that may yet be repurchased under the stock repurchase program was $i21.6 million as of September 30, 2022. Any future stock repurchase transactions may be made through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934,
as amended. Any repurchase activity will depend on many factors, such as the availability of shares of our common stock, general market conditions, the trading price of our common stock, alternative uses for capital, the Company’s financial performance, compliance with the terms of our Amended and Restated Credit Agreement and other factors. Concurrent with the authorization of this stock repurchase program in September 2020, the Board of Directors opted to indefinitely suspend all quarterly dividends.
In addition to shares repurchased under the approved stock repurchase program, we purchased i52,905
shares during the nine months ended September 30, 2022 and i21,444 shares during the nine months ended September 30, 2021 to fund required tax withholdings related to the vesting of restricted stock. Shares withheld to cover required tax withholdings related to the vesting of restricted stock do not reduce our total share repurchase authority.
11.
iFINANCING RECEIVABLES
Short-Term Payment Plans
The Company provides fixed monthly payment arrangements ("short-term payment plans") over terms ranging from three to itwelve
months for certain add-on software installations. As a practical expedient, we do not adjust the amount of consideration recognized as revenue for the financing component as unearned income when we expect payment within one year or less. iThese receivables, included in the current portion of financing receivables, were comprised of the following at September 30, 2022 and December 31, 2021:
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 that would be used for a separate financing transaction between the Company and licensee at contract inception, and takes into account the credit characteristics of the licensee and market interest rates as of the date of the agreement. As such, the amount of fixed fee revenue recognized at the beginning of
the license term will be reduced by the calculated financing component. As payments are received from the licensee, the Company recognizes a portion of the financing component as interest income, reported as other income in the condensed consolidated statements of income. These receivables typically have terms from two to iseven years.
The decrease in long-term financing arrangement balances during the nine months ended September 30, 2022
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 i49% of the year's new acute care EHR installations being performed in a SaaS model, compared to only i12%
in 2018. The shift in customer preference toward a SaaS model has since continued, with SaaS installations representing approximately i68% of new acute care EHR installations in 2020, i63%
in 2021 and i100% in the first nine months of 2022. 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.
Credit
Quality of Financing Receivables and Allowance for Expected Credit Losses
iThe following table is a roll-forward of the allowance for expected credit losses for the nine months ended September 30, 2022 and year ended December 31, 2021:
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, current and future 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 expected credit losses. Financing receivables are written off only after the Company has exhausted all collection efforts.
Customer payments are considered past due if a scheduled payment is not received within contractually agreed upon terms. To facilitate customer collection and credit monitoring efforts, financing receivable amounts are invoiced and reclassified to trade accounts receivable when they become due, with all invoiced amounts placed on 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 condensed consolidated balance sheets. iThe
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 September 30, 2022 and December 31, 2021:
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 financing receivables, current portion, net or financing receivables, net of current portion in the accompanying condensed consolidated balance sheets.
18
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. iThe table below categorizes customer financing receivable balances (excluding short-term payment plans) based on the age of the oldest payment outstanding that has been reclassified to trade accounts receivable:
Goodwill
is evaluated for impairment annually on October 1, or more frequently if indicators of impairment are present or changes in circumstances suggest that impairment may exist.
As
of September 30, 2022, the carrying value of debt approximated the fair value due to the variable interest rate, which reflected the market rate.
Credit Agreement
In conjunction with our acquisition of HHI in January 2016, we entered into a syndicated credit agreement with Regions Bank ("Regions") serving as administrative agent, which provided for a $i125 million term loan facility and a
$i50 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 $i185 million,
including a $i75 million term loan facility and a $i110 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 $i230 million, which includes a $i70
million term loan facility and a $i160 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 i0.50%, (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
20
interest
period plus one half of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus ione percent per annum, or (3) a combination of (1) and (2). The applicable margin range for SOFR loans and the letter of credit fee ranges from i1.8%
to i3.0%. The applicable margin range for base rate loans ranges from i0.8% to i2.0%,
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 $i0.9 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.
iAnticipated annual future maturities of the term loan facility and revolving credit facility are as follows as of September 30, 2022:
(In
thousands)
2022
$
i875
2023
i3,500
2024
i3,500
2025
i3,500
2026
i3,500
Thereafter
i127,075
$
i141,950
/
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 $i75 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 requires the Company to maintain a minimum fixed charge coverage ratio of i1.25:1.00 throughout the duration of such agreement. Under the First Amendment, the Company is required to comply with
a maximum consolidated net leverage ratio of i3.75:1.00 for each quarter through March 31, 2023, after which time the maximum consolidated net leverage ratio will be i3.50:1.00.
Further, under the First Amendment, in connection with any acquisition by the Company exceeding $i25 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 i0.50:1.00
above the otherwise permitted maximum. If the consolidated net leverage ratio is less than i2.50:1.00, 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. We believe that we were in compliance with the covenants contained in such agreement as of September 30, 2022.
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.
21
14.
iOPERATING LEASES
The Company leases office space in various locations in Alabama, Pennsylvania, Minnesota, Maryland, Mississippi, and Washington. These leases have terms expiring from 2022 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 for these leases on a straight-line basis over the lease term.
iSupplemental
balance sheet information related to operating leases was as follows:
Operating lease liabilities, net of current portion
i6,088
Total
operating lease liabilities
$
i8,139
Weighted average remaining lease term in years
i5
Weighted
average discount rate
i4.4%
/
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.
iThe future minimum lease payments payable under these operating leases subsequent to September 30, 2022 are as follows:
(In thousands)
2022
$
i511
2023
i2,063
2024
i1,994
2025
i1,258
2026
i1,225
Thereafter
i2,065
Total
lease payments
i9,116
Less imputed interest
(i977)
Total
$
i8,139
/
Total
lease expense for the nine months ended September 30, 2022 and 2021 was $i1.6 million and $i1.4 million,
respectively.
Total cash paid for amounts included in the measurement of lease liabilities within operating cash flows from operating leases for the nine months ended September 30, 2022 and 2021 was $i1.6 million and $i2.3
million, respectively.
15. iCOMMITMENTS AND CONTINGENCIES
From 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.
16. iFAIR VALUE
iFASB
Codification topic, Fair Value Measurements and Disclosures, establishes a framework for measuring fair value and expands financial statement disclosures about fair value measurements. Fair value is the price that would be received to sell an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. The Codification does not require any new fair
22
value
measurements, but rather applies to all other accounting pronouncements that require or permit fair value measurements. The Codification requires that assets and liabilities carried at fair value be classified and disclosed in one of the following three categories:
Level 1: Quoted market prices in active markets for identical assets or liabilities.
Level 2: Observable market-based inputs or unobservable inputs that are corroborated by market data.
Level 3: Unobservable inputs that are not corroborated by market data.
As of September 30, 2022, we measured the fair value of contingent consideration that represents the potential earnout incentive for TruCode's former equity holders. We estimated the fair value of the contingent consideration based
on the probability of TruCode meeting EBITDA targets (subject to certain pro-forma adjustments). We did not have any other instruments that required fair value measurement as of September 30, 2022.
i
The following tables summarize the carrying amounts and fair value of the contingent consideration at September 30, 2022 and December 31, 2021, respectively:
Quoted Prices in Active Markets for Identical Assets
Significant Other Observable Inputs
Significant Unobservable Inputs
(In thousands)
12/31/2021
(Level 1)
(Level 2)
(Level 3)
Description
Contingent
consideration
$
i2,500
$
i—
$
i—
$
i2,500
Total
$
i2,500
$
i—
$
i—
$
i2,500
/
17.
iSEGMENT REPORTING
Our chief operating decision makers ("CODM") utilize ithree operating segments, "TruBridge,""Acute Care EHR," and "Post-acute Care EHR" based on our ithree distinct business units with unique market dynamics and opportunities. 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 Growth Officer, and Chief Financial Officer. Accounting policies for each of the reportable segments are the same as those used on a consolidated basis.
Adjusted EBITDA consists of GAAP net income 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) gain (loss) on contingent consideration; and (ix) the provision for income taxes. There are no intersegment revenues to be eliminated in computing segment revenue.
23
The CODM do not evaluate operating segments nor make
decisions regarding operating segments based on assets. Consequently, we do not disclose total assets by reportable segment.
iThe following table presents a summary of the revenues and adjusted EBITDA of our ithree
operating segments for the three and nine months ended September 30, 2022 and 2021:
Three Months Ended September 30,
Nine Months Ended September 30,
(In thousands)
2022
2021
2022
2021
Revenues
by segment:
TruBridge
$
i47,878
$
i34,531
i139,569
i98,736
Acute
Care EHR
Recurring revenue
i27,237
i26,776
$
i81,333
$
i80,792
Non-recurring
revenue
i3,500
i4,350
i9,467
i13,786
Total
Acute Care EHR revenue
i30,737
i31,126
i90,800
i94,578
Post-acute
Care EHR
Recurring revenue
i3,817
i4,010
i11,504
i12,402
Non-recurring
revenue
i395
i424
i1,551
i913
Total
Post-acute Care EHR revenue
i4,212
i4,434
i13,055
i13,315
Total
revenues
$
i82,827
$
i70,091
$
i243,424
$
i206,629
Adjusted
EBITDA by segment:
TruBridge
i8,060
i6,840
i27,609
i20,216
Acute
Care EHR
i4,584
i4,773
i13,915
i15,650
Post-acute
Care EHR
i705
i624
i1,147
i2,487
Total
adjusted EBITDA
$
i13,349
$
i12,237
$
i42,671
$
i38,353
/
iThe
following table reconciles net income from continuing operations to adjusted EBITDA:
Three Months Ended September 30,
Nine Months Ended September 30,
(In thousands)
2022
2021
2022
2021
Net
income from continuing operations, as reported
$
i2,161
$
i2,744
i13,350
i13,029
Deferred
revenue and other acquisition-related adjustments
i—
i388
i109
i546
Depreciation
expense
i622
i525
i1,890
i1,641
Amortization
of software development costs
i1,024
i262
i2,283
i527
Amortization
of acquisition-related intangibles
i4,486
i3,674
i12,917
i10,114
Stock-based
compensation
i1,864
i1,700
i5,284
i4,179
Severance
and other non-recurring charges
i410
i1,157
i1,671
i4,163
Interest
expense and other, net
i1,416
i702
i3,255
i1,089
(Gain)/Loss
on contingent consideration
i589
i—
(i992)
i—
Provision
for income taxes
i777
i1,085
i2,904
i3,065
Total
adjusted EBITDA
$
i13,349
$
i12,237
$
i42,671
$
i38,353
/
Certain
of the items excluded or adjusted to arrive at adjusted EBITDA are described below:
•Deferred revenue and other acquisition-related adjustments - Deferred revenue and other acquisition-related adjustments includes acquisition-related deferred revenue adjustments, which reflect the fair value adjustments to deferred revenues acquired in business acquisitions. The fair value of deferred revenue represents an amount equivalent to the estimated cost plus an appropriate profit margin, to perform services related to the acquiree's software and product support, which assumes a legal obligation to do so, based on the deferred revenue balance as of the acquisition date. We add back deferred revenue and other adjustments for adjusted EBITDA because we believe the inclusion of this amount directly correlates to the underlying performance of our operations.
24
•Amortization
of acquisition-related intangibles - Acquisition related amortization expense is a non-cash expense arising primarily from the acquisition of intangibles in connection with acquisitions or investments. We exclude acquisition-related amortization expense from adjusted EBITDA because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods as a result of new acquisitions and full amortization of previously acquired intangible assets.
•Stock-based compensation - Stock-based compensation expense is a non-cash expense arising from the grant of stock-based awards. We exclude stock-based compensation expense from adjusted EBITDA because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance
of our business operations and (ii) such expenses can vary significantly between periods as a result of the timing and valuation of grants of new stock-based awards, including grants in connection with acquisitions.
•Severance and other non-recurring charges - Non-recurring charges relate to certain severance and other charges incurred in connection with activities that are considered non-recurring. We exclude non-recurring expenses (primarily related to costs associated with our recent business transformation initiative and non-recurring lease termination costs) and transaction-related costs from adjusted EBITDA because we believe (i) the amount of such expenses in any specific period may not directly correlate to the underlying performance of our business operations and (ii) such expenses can vary significantly between periods.
25
Item 2.
Management’s
Discussion and Analysis of Financial Condition and Results of Operations.
You should read the following discussion and analysis of our financial condition and results of operations together with the unaudited condensed consolidated financial statements and related notes appearing elsewhere herein.
This discussion and analysis contains forward-looking statements within the meaning of the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified generally by the use of forward-looking terminology and words such as "expects,""anticipates,""estimates,""believes,""predicts,""intends,""plans,""potential,""may,""continue,""should,""will"
and words of comparable meaning. Without limiting the generality of the preceding statement, all statements in this report relating to estimated and projected earnings, margins, costs, expenditures, cash flows, growth rates and future financial results are forward-looking statements. We caution investors that any such forward-looking statements are only predictions and are not guarantees of future performance. Certain risks, uncertainties and other factors may cause actual results to differ materially from those projected in the forward-looking statements. Such factors may include:
Risks Related to Our Industry
•the ongoing COVID-19 pandemic and related economic disruption;
•saturation of our target market and hospital consolidations;
•unfavorable
economic or market conditions that may cause a decline in spending for information technology and services;
•significant legislative and regulatory uncertainty in the healthcare industry;
•exposure to liability for failure to comply with regulatory requirements;
Risks Related to Our Business
•competition with companies that have greater financial, technical and marketing resources than we have;
•potential future acquisitions that may be expensive, time consuming, and subject to other inherent risks;
•our ability to attract and retain qualified personnel;
•disruption
from periodic restructuring of our sales force;
•our potential inability to manage our growth in the new markets we may enter;
•exposure to numerous and often conflicting laws, regulations, policies, standards or other requirements through our international business activities;
•potential litigation against us;
•our use of offshore third-party resources;
Risks Related to Our Products and Services
•potential failure to develop new products or enhance current products that keep pace with market demands;
•exposure to
claims if our products fail to provide accurate and timely information for clinical decision-making;
•exposure to claims for breaches of security and viruses in our systems;
•undetected errors or problems in new products or enhancements;
•our potential inability to convince customers to migrate to current or future releases of our products;
•failure to maintain our margins and service rates;
•increase in the percentage of total revenues represented by service revenues, which have lower gross margins;
•exposure to liability in the event we provide inaccurate claims
data to payors;
•exposure to liability claims arising out of the licensing of our software and provision of services;
•dependence on licenses of rights, products and services from third parties;
•a failure to protect our intellectual property rights;
•exposure to significant license fees or damages for intellectual property infringement;
•service interruptions resulting from loss of power and/or telecommunications capabilities;
Risks Related to Our Indebtedness
•our potential inability to secure additional
financing on favorable terms to meet our future capital needs;
•substantial indebtedness that may adversely affect our business operations;
•our ability to incur substantially more debt;
•pressures on cash flow to service our outstanding debt;
•restrictive terms of our credit agreement on our current and future operations;
Risks Related to Our Common Stock and Other General Risks
•changes in and interpretations of financial accounting matters that govern the measurement of our performance;
26
•the
potential for our goodwill or intangible assets to become impaired;
•quarterly fluctuations in our financial results due to various factors;
•volatility in our stock price;
•failure to maintain effective internal control over financial reporting;
•lack of employment or non-competition agreements with most of our key personnel;
•inherent limitations in our internal control over financial reporting;
•vulnerability to significant damage from natural disasters; and
•exposure to market risk related
to interest rate changes.
Additional information concerning these and other factors that could cause differences between forward-looking statements and future actual results is discussed under the heading "Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021.
Background
CPSI is a leading provider of healthcare solutions and services for community hospitals and other healthcare systems and post-acute care facilities. Founded in 1979, CPSI offers its products and services through six companies - TruBridge, LLC ("TruBridge"), Evident, LLC ("Evident"), American HealthTech, Inc. ("AHT"), iNetXperts, Corp. d/b/a Get Real Health ("Get Real Health"), TruCode LLC ("TruCode"), and Healthcare Resource
Group, Inc. ("HRG"). These combined companies are focused on improving the health of the communities we serve, connecting communities for a better patient care experience, and improving the financial operations of our clients. The individual contributions of each of these companies towards this combined focus are as follows:
•TruBridge provides business management, consulting, and managed IT services along with its complete revenue cycle management ("RCM") solution for all care settings, regardless of their primary healthcare information solutions provider.
•Evident, which makes up our Acute Care EHR reporting segment, provides comprehensive acute care electronic health record ("EHR") solutions, Thrive and Centriq, and related services for community hospitals and their physician clinics.
•AHT,
which makes up our Post-acute Care EHR reporting segment, provides a comprehensive post-acute care EHR solution and related services for skilled nursing and assisted living facilities.
•Get Real Health, included within our TruBridge segment, delivers technology solutions to improve patient outcomes and engagement strategies with care providers.
•TruCode, included within our TruBridge segment, 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.
•HRG, included within our TruBridge segment, provides customized RCM solutions and consulting services that enable hospitals and clinics to improve efficiency, profitability,
and patient satisfaction.
Our companies currently support acute care facilities and post-acute care facilities with a geographically diverse customer mix within the domestic community healthcare market. Our target market for our TruBridge services includes community hospitals with fewer than 600 acute care beds. Our target market for our acute care solutions includes community hospitals with fewer than 200 acute care beds. Our primary focus within this defined target market is on hospitals with fewer than 100 beds, which comprise approximately 98% of our acute care hospital EHR client base. The target market for our post-acute care solutions consists of approximately 15,500 skilled nursing facilities that are either independently owned or part of a larger management group with multiple facilities.
See Note 17 to the condensed consolidated financial statements included herein for
additional information on our three reportable segments.
Management Overview
Strategy
Our core strategy is to achieve meaningful long-term revenue growth by cross-selling TruBridge services into our existing EHR customer base, expanding TruBridge market share with sales to new community hospitals and larger health systems, and pursuing competitive EHR takeaway opportunities in the acute and post-acute markets. We may also seek to grow through
27
acquisitions
of businesses, technologies or products if we determine that such acquisitions are likely to help us meet our strategic goals.
The opportunity to cross-sell TruBridge services is greatest within our Acute Care EHR customer base. As such, retention of existing Acute Care EHR customers is a key component of our long-term growth strategy by protecting this base of potential TruBridge customers, while at the same time serving as a leading indicator of our market position and stability of revenues and cash flows.
We determine retention rates by reference to the amount of beginning-of-period Acute Care EHR recurring revenues that have not been lost due to customer attrition from our production environment customer base. Production environment customers are those that are using our applications to document live patient encounters, as opposed to legacy environment customers that have view-only
access to historical patient records. These retention rates have consistently remained in the mid-to-high 90th percentile ranges and have not materially deviated from this range during the first nine months of 2022. We have increased customer retention efforts by enhancing support services, investing in tooling and instrumentation to proactively monitor for potential disruptions and deploying in-application experience software that delivers application specific insights while using our products.
As we pursue meaningful long-term revenue growth by leveraging TruBridge as a growth agent, we are placing ever-increasing value in further developing our already significant recurring revenue base to further stabilize our revenues and cash flows. As such, maintaining and growing recurring revenues are key components of our long-term growth strategy, aided by the aforementioned focus on customer retention. This includes a renewed
focus on driving demand for subscriptions for our existing technology solutions and expanding the footprint for TruBridge services beyond our EHR customer base.
While the combination of revenue growth and operating leverage results in increased margin realization, we also look to increase margins through specific cost containment measures where appropriate as we continue to leverage opportunities for greater operating efficiencies. However, in the immediate future, we anticipate incremental margin pressure from the continued client transition from perpetual license arrangements to “Software as a Service” arrangements as described below.
Industry Dynamics
Turbulence in the U.S. and worldwide economies and financial markets impacts almost all industries. While the healthcare industry is not immune to economic cycles, we believe
it is more significantly affected by U.S. regulatory and national health initiatives. In recent years, there have been significant changes to provider reimbursement by the U.S. federal government, followed by commercial payers and state governments. There is increasing pressure on healthcare organizations to reduce costs and increase quality while replacing the fee-for-service reimbursement model in part by enrolling in an advanced payment model that incentivizes high-quality, cost effective-care via value-based reimbursement. This pressure could further encourage adoption of healthcare IT and increase demand for business management, consulting, and managed IT services, as the future success of these healthcare providers is greatly dependent upon their ability to engage patient populations and to coordinate patient care across a multitude of settings, while optimizing operating efficiency along the way.
Additionally, healthcare
organizations with a large dependency on Medicare and Medicaid populations, such as community hospitals, have been affected by the challenging financial condition of the federal government and many state governments and government programs. Accordingly, we recognize that prospective hospital clients often do not have the necessary capital to make investments in information technology while those with the necessary capital have become more selective in their investments. Despite these challenges, we believe healthcare IT will be an area of continued investment due to its unique potential to improve safety and efficiency and reduce costs while meeting current and future regulatory, compliance and government reimbursement requirements.
License Model Preferences
Much of the variability in our periodic revenues and profitability has been and will continue to be due to changing demand
for different license models for our technology solutions, with variability in operating cash flows further impacted by the financing decisions within those license models. Our technology solutions are generally deployed in one of two license models: (1) perpetual licenses, for which the related revenue is recognized effectively upon installation, and (2) “Software as a Service” or “SaaS” arrangements, including our Cloud Electronic Health Record (“Cloud EHR”) offering, which generally result in revenue being recognized monthly as the services are provided over the term of the arrangement.
The overwhelming majority of our historical installations have been under a perpetual license model, but new customer demand has dramatically shifted towards a SaaS license model in the past several years. SaaS license models made up only 12% of annual new acute care EHR installations in 2018, increasing to 63% during
2021 and 100% for the first nine months of 2022. These SaaS offerings are becoming increasingly attractive to our clients because this configuration allows them to obtain access
28
to advanced software products without a significant initial capital outlay. We expect this trend to continue for the foreseeable future, with the resulting impact on the Company’s financial statements being reduced system sales revenues in the period of installation in exchange for increased
recurring periodic revenues (reflected in system sales and support revenues) over the term of the SaaS arrangement. This naturally places downward pressure on short-term revenue growth and profitability metrics, but benefits long-term revenue growth and profitability which, in our view, is consistent with our goal of delivering long-term shareholder value.
For customers electing to purchase our technology solutions under a perpetual license, we have historically made financing arrangements available on a case-by-case basis, depending on the various aspects of the proposed contract and customer attributes. These financing arrangements have comprised the majority of our perpetual license installations over the past several years, and include short-term payment plans and longer-term lease financing through us or third-party financing companies.
The aforementioned shift in customer preference towards SaaS arrangements has significantly reduced the frequency of new financing arrangements for customer purchases under a perpetual license. When combined with scheduled payments on existing financing arrangements, the reduced frequency of new financing arrangements has resulted in a substantial reduction in financing receivables during 2021 and the first nine months of 2022.
For those perpetual license clients not seeking a financing arrangement, the payment schedule of the typical contract is structured to provide for a scheduling deposit due at contract signing, with the remainder of the contracted fees due at various stages of the installation process (delivery of hardware, installation
of software and commencement of training, and satisfactory completion of a monthly accounting cycle or end-of-month operation by each respective application, as applicable).
Margin Optimization Efforts
Our core growth strategy includes an element geared towards margin optimization by identifying opportunities to further improve our cost structure by executing against initiatives related to organizational realignment, expanded use of offshore partnerships and the use of automation to increase the efficiency and value of our associates' efforts.
Regarding the organizational realignment, on February 1, 2021, we committed to a reduction in force that resulted in the termination of approximately 1.0% of our workforce (21 employees). The reduction in force was a component of a broader strategic
review of the Company's operations that was intended to more effectively align our resources with business priorities. Substantially all of the employees impacted by the reduction in force exited the Company in the first quarter of 2021, with the last of the impacted employees exiting in the third quarter of 2021. The Company incurred expenses of approximately $2.7 million related to the reduction in force. These expenses consisted of one-time termination benefits to the affected employees, including but not limited to severance payments, healthcare benefits, and payments for accrued vacation time. As a result of the reduction in force, the
Company realized approximately $3.9 million in annual savings compared to prior expense levels.
The remaining margin optimization initiatives of enhanced leveraging of offshore partnerships and automation have commenced and, to date, have provided meaningful efficiencies to our operations, particularly within TruBridge. As a service organization, TruBridge's cost structure is heavily dependent upon human capital, subjecting TruBridge to the complexities and risks associated with this resource. Chief among these complexities and risks is the ever-present pressure of wage inflation, which has recently become a reality as national and international economies recover from the economic downturn caused by the COVID-19 pandemic and has compelled the Company to make compensation adjustments that are outside of historical norms. We believe
that our efforts towards margin optimization are well-timed, enabling a rapid response to actual or expected wage inflation in order to preserve TruBridge gross margins, but we cannot guarantee that these efforts will fully eliminate any related margin deterioration.
In addition to wage inflation, we are a party to contracts with certain third-party suppliers and vendors that allow for annual price adjustments indexed to inflation. While we continually seek to proactively manage controllable expenses, inflationary pressure on costs could lead to erosion of margins.
Labor Capitalization
During the second quarter of 2021, our ongoing monitoring activities associated with the capitalization of software development costs and the related correlation
between capitalization rates and operational metrics designed to reflect the distribution of work revealed that our then-current labor capitalization methodology did not fully reflect all of the critical activities necessary to develop software assets. Consequently, during the second quarter of 2021, we elected to change our method of estimating the labor costs incurred in developing software assets requiring capitalization under ASC 350-40, Internal Use of Software. Prior to this change, we estimated the associated labor costs using an estimated time-equivalent for workload metrics commonly utilized within agile software development environments. With this change, we now estimate these labor costs using the distribution of these agile workload metrics between capitalizable and non-capitalizable units of work. We
29
believe
this change is preferable as the new methodology better estimates capitalizable labor costs and is consistent with industry best practices. We have determined that this change in accounting for software development costs is a change in accounting estimate effected by a change in accounting principle and, as such, has been accounted for on a prospective basis. In connection with this change, we capitalized $8.8 million of software development costs during 2021. We estimate that the effect of this change was to increase capitalized amounts by approximately $4.6 million during 2021 with a corresponding decrease to product development costs. The additional capitalized amounts will be amortized over an average of 5 years, leading to increased amortization expense in future years.
COVID-19
The impact of the COVID-19 pandemic on our operations was broad-sweeping, most notably causing severe
deterioration in United States community hospital patient volumes that negatively impacted the revenues, gross margins, and income of our TruBridge service offerings. While patient volumes have continued to recover and are largely in line with pre-COVID-19 levels, we cannot predict the extent to which our business, results of operations, financial condition or liquidity will ultimately be impacted, including as a result of macro-economic impacts to the global supply chain, labor shortages, and inflationary pressures. However, we continue to assess its impact on our business and continue to actively manage our response. For further details on the potential impact of COVID-19 on our business, refer to "Risk Factors," in Part I, Item 1A of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.
Results of Operations
During
the first nine months of 2022, we generated revenues of $243.4 million from the sale of our products and services, compared to $206.6 million during the first nine months of 2021, an increase of 18% that is due to the combination of inorganic growth through our recent acquisitions of TruCode and HRG and organic growth for TruBridge as revenue cycle solutions continue to gain traction in the domestic healthcare landscape. Despite this substantial increase in revenues, net income increased only $0.3 million to $13.4 million during the first nine months of 2022 from the prior year-year period as investments in operational capacity combined with increased interest expense to minimize incremental profitability. Net cash provided by operating activities decreased by $4.3 million, from $34.5 million during the first nine months of 2021 to $30.2 million during the first nine months of 2022, primarily due to less cash-advantageous changes in working capital, most notably as
it relates to expansion in accounts receivable.
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The following table sets forth certain items included in our results of operations for the three and nine months ended September 30, 2022 and 2021, expressed as a percentage of our total revenues for these periods:
Total revenues for the three months ended September 30, 2022 increased by $12.7 million, or approximately 18%, compared to the three months ended September 30, 2021.
TruBridge revenues increased by $13.3 million, or 39%, compared to the third quarter of 2021, as acquisition-fueled growth added to the organic growth of our revenue cycle service and patient engagement offerings. HRG, acquired in March 2022, provided inorganic revenue growth, contributing $9.9 million of revenues during the third quarter of 2022. Organic revenue
31
growth
has materialized as our hospital clients operate in an environment typified by rising costs and increased complexity and are increasingly seeking to alleviate themselves of the ever-increasing administrative burden of operating their own business office functions. This increasing demand for services, coupled with the positive impact of improving hospital patient volumes on TruBridge revenues, resulted in organic revenue growth of $3.5 million, or 10%.
System sales and support revenues decreased by $0.6 million, or 2%, compared to the third quarter of 2021. System sales and support revenues were comprised of the following during the respective periods:
Three
Months Ended September 30,
(In thousands)
2022
2021
Recurring system sales and support revenues (1)
Acute Care EHR
$
27,237
$
26,776
Post-acute Care EHR
3,817
4,010
Total
recurring system sales and support revenues
31,054
30,786
Non-recurring system sales and support revenues (2)
Acute Care EHR
3,500
4,350
Post-acute Care EHR
395
424
Total
non-recurring system sales and support revenues
3,895
4,774
Total system sales and support revenue
$
34,949
$
35,560
(1) Mostly comprised of support and maintenance, third-party subscriptions, and SaaS revenues.
(2)
Mostly comprised of installation revenues from the sale of our acute care and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
Recurring system sales and support revenues increased by $0.3 million, or 1%, compared to the third quarter of 2021. Acute Care EHR recurring revenues increased by $0.5 million, or 2%, as recent efforts to emphasize SaaS arrangements have resulted in the accumulation of significant sources of recurring revenues, albeit at the expense of nonrecurring revenues. Post-acute Care EHR recurring revenues decreased by $0.2 million, or 5%, due to the loss of certain significant customers during early 2022.
Non-recurring system sales and support revenues decreased by $0.9 million, or 18%, compared to the third quarter of 2021. Acute Care EHR non-recurring revenues decreased by $0.9
million compared to the third quarter of 2021, due partly to a decrease in the number of perpetual license installations of our Acute Care EHR solutions. We installed our Acute Care EHR solutions at six new hospital clients during the third quarter of 2022 (all of which are under SaaS arrangements, resulting in revenue being recognized ratably over the contract term) compared to five new hospital clients during the third quarter of 2021 (two under a SaaS arrangement). This decrease in perpetual license activity for new hospital installations resulted in a $0.3 million decrease in revenues from the third quarter of 2021. High penetration rates within our Acute Care EHR customer base for our suite of complementary applications resulted in a $0.5 million decrease in the related revenues from add-on sales. Lastly, Post-acute Care EHR nonrecurring revenues were relatively unchanged
from amounts during the third quarter of 2021.
Costs of Sales
Total costs of sales increased by $10.0 million, or 29%, compared to the third quarter of 2021. As a percentage of total revenues, costs of sales increased to 54% of revenues during the third quarter of 2022 compared to 50% during the third quarter of 2021.
Our costs associated with TruBridge sales and support increased by $8.8 million, or 51%, compared to the third quarter of 2021, primarily driven by our recent acquisition of HRG, which contributed total expenses of $5.8 million to the third quarter of 2022. The remaining cost increases for TruBridge are organic in nature, caused by resource expansion necessitated by the growing customer base and improved patient volumes. The gross margin on these services decreased to 45% in the third quarter of 2022 compared to 50%
in the third quarter of 2021 due to the addition of HRG, which is mostly comprised of lower margin services.
Costs of Acute Care EHR system sales and support increased by $1.0 million, or 6%, compared to the third quarter of 2021, as a competitive labor market necessitated compensation adjustments during 2022 that were higher than our historical norms and associate travel has increased substantially as the global travel disruptions caused by the COVID-19 pandemic have abated. The gross margin on Acute Care EHR system sales and support decreased to 44% in the third quarter of 2022, compared to 48% in the third quarter of 2021, as high incremental-margin nonrecurring revenues continue to decline due to our continuing strategy of shifting more of the customer license mix from perpetual to SaaS.
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Costs
of Post-acute Care EHR system sales and support increased by $0.1 million, or 12%, compared to the third quarter of 2021, with increased labor and travel costs comprising the majority of the increase. The gross margin on Post-acute Care EHR system sales and support decreased to 67% in the third quarter of 2022, compared to 72% in the third quarter of 2021, as the increase in costs of sales worked in tandem with a decrease in revenues to reduce margins.
Product Development
Product development expenses consist primarily of compensation and other employee-related costs (including stock-based compensation) and infrastructure costs incurred, but not capitalized, for new product development and product enhancements. Product development costs increased by $0.1 million, or 2%, compared to the third quarter of 2021, as increased costs associated with our strategy to migrate to a public
cloud environment, resource expansion, and increased amortization of capitalized software development costs were mostly offset by an increase in product development labor capitalization. Our recent acquisition of HRG resulted in $0.1 million of incremental product development expenses during the third quarter of 2022.
Sales and Marketing
Sales and marketing costs increased by $2.1 million, or 41%, compared to the third quarter of 2021. Resource expansion resulted in a $0.4 million increase in payroll costs and an improved sales environment resulted in a $0.5 million increase in commission expenses. Marketing program costs increased by $0.4 million due to more aggressive marketing of our solutions and services combined with specific campaigns to increase brand awareness for our portfolio of companies. Lastly, our recent acquisition of HRG resulted in incremental sales and marketing
expense of $0.3 million during the third quarter of 2022.
General and Administrative
General and administrative expenses decreased by $0.7 million, or 5%, compared to the third quarter of 2021. Health claims experience associated with our self-insured employee health benefits plan improved significantly from the third quarter of 2021, resulting in a $0.4 million decrease in the related expense despite increased enrollment driven by our recent acquisition of HRG. Bad debt expense decreased by $0.8 million as receivables collection experience has improved. The combined $1.2 million decrease in health claims expense and bad debt expense more that offset the incremental recurring expenses related to our recent acquisition of HRG, which totaled $0.7 million during the third quarter of 2022.
Amortization of Acquisition-Related Intangibles
Amortization
expense associated with acquisition-related intangible assets increased by $0.8 million, or 22%, compared to the third quarter of 2021, due mostly to the amortization of intangibles acquired in the HRG acquisition.
Total Operating Expenses
Total operating expenses increased by $2.3 million, or 8%, compared to the third quarter of 2021. As a percentage of total revenues, total operating expenses decreased to 40% of revenues in the third quarter of 2022, compared to 44% in the third quarter of 2021.
Total Other Income (Expense)
Total other income (expense) increased to expense of $2.0 million during the third quarter of 2022 compared to expense of $0.7 million during the third quarter of 2021, due mostly to a $0.9 million increase in interest expense caused by a rising interest rate environment
and a higher level of funded debt. Adding to this increased interest expense was a $0.6 million loss on contingent consideration. Our acquisition of TruCode in May 2021 included a contingent earnout payment of up to $15 million tied to TruCode's earnings before interest, tax, depreciation, and amortization ("EBITDA") (subject to certain pro-forma adjustments) for the twelve month period concluding on the anniversary date of the acquisition (the "earnout period"). During the third quarter of 2022, we increased our estimate of the eventual earnout payment from $0.9 million to $1.5 million as certain costs were identified that are specifically excluded from the related purchase agreement's definitions governing EBITDA calculations, increasing our estimates of the related EBITDA amount.
Income Before Taxes
As a result of the foregoing factors, income before taxes decreased
by $0.9 million in the third quarter of 2022 compared to the third quarter of 2021.
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Provision for Income Taxes
Our effective tax rate for the three months ended September 30, 2022 decreased to 26.4% from 28.3% for the three months ended September 30, 2021, resulting in an immaterial impact to income tax expense.
Net Income
Net
income for the third quarter of 2022 decreased by $0.6 million to $2.2 million, or $0.15 per basic and diluted share, compared with net income of $2.7 million, or $0.19 per basic and diluted share, for the third quarter of 2021. Net income represented 2.6% of revenue for the third quarter of 2022, compared to 3.9% of revenue for the third quarter of 2021.
Total revenues for the first nine months of 2022 increased by $36.8 million, or approximately 18%, compared to the first nine months of 2021.
TruBridge revenues increased by $40.8 million, or 41%, compared to the first nine months 2021, as acquisition-fueled
growth added to the organic growth of our revenue cycle service and patient engagement offerings. TruCode, acquired in May 2021, contributed $10.2 million of revenues during the first nine months of 2022, compared to only $4.3 million of revenues during the first nine months of 2021, which reflects less than five months' activity. Our acquisition of HRG in March 2022 provided further inorganic revenue growth, contributing $24.5 million of revenues during the first nine months of 2022. Organic revenue growth has materialized as our hospital clients operate in an environment typified by rising costs and increased complexity and are increasingly seeking to alleviate themselves of the ever-increasing administrative burden of operating their own business office functions. This increasing demand for services, coupled with the positive impact of improving hospital patient volumes on TruBridge revenues, resulted in organic revenue growth of $10.5 million, or 11%.
System
sales and support revenues decreased by $4.0 million, or 4%, compared to the first nine months of 2021. System sales and support revenues were comprised of the following during the respective periods:
Nine Months Ended September 30,
(In thousands)
2022
2021
Recurring system sales and support revenues (1)
Acute
Care EHR
$
81,333
$
80,792
Post-acute Care EHR
11,504
12,402
Total recurring system sales and support revenues
92,837
93,194
Non-recurring system sales and support revenues (2)
Acute
Care EHR
9,467
13,786
Post-acute Care EHR
1,551
913
Total non-recurring system sales and support revenues
11,018
14,699
Total system sales and support revenue
$
103,855
$
107,893
(1)
Mostly comprised of support and maintenance, third-party subscriptions, and SaaS revenues.
(2) Mostly comprised of installation revenues from the sale of our acute care and post-acute care EHR solutions and related applications under a perpetual (non-subscription) licensing model.
Recurring system sales and support revenues decreased by $0.4 million, or less than 1%, compared to the first nine months of 2021. Acute Care EHR recurring revenues increased by $0.5 million, or 1%, as recent efforts to emphasize SaaS arrangements have resulted in the accumulation of significant sources of recurring revenues, albeit at the expense of nonrecurring revenues. Post-acute Care
EHR recurring revenues decreased by $0.9 million, or 7%, due to the loss of certain significant customers during early 2022.
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Non-recurring system sales and support revenues decreased by $3.7 million, or 25%, compared to the first nine months of 2021. Acute Care EHR non-recurring revenues decreased by $4.3 million compared to the first nine months of 2021, due mostly to a decrease in the number of perpetual license installations of our Acute Care EHR solutions. We installed our Acute Care EHR solutions at 16 new hospital clients during the first
nine months of 2022 (all of which are under SaaS arrangements, resulting in revenue being recognized ratably over the contract term) compared to 15 new hospital clients during the first nine months of 2021 (eight under a SaaS arrangement). Post-acute Care EHR nonrecurring revenues increased by $0.6 million compared to the first nine months of 2021 due to a temporarily beneficial shift in license mix.
Costs of Sales
Total costs of sales increased by $23.5 million, or 23%, compared to the first nine months of 2021. As a percentage of total revenues, costs of sales increased to 52% of revenues during the first nine months of 2022 compared to 50% during the first nine months of 2021.
Our costs associated with TruBridge sales and support increased
by $23.5 million, or 47%, compared to the first nine months of 2021, primarily driven by our recent acquisitions of TruCode and HRG, which contributed total expenses of $2.1 million and $18.6 million, respectively, to the first nine months of 2022. Comparatively, the first nine months of 2021 included only $1.0 million of expenses associated with TruCode, which reflects less than five months' activity. The remaining cost increases for TruBridge are organic in nature, caused by resource expansion necessitated by the growing customer base and improved patient volumes. The gross margin on these services decreased to 47% in the first nine months of 2022 compared to 49% in the first nine months of 2021 due to the addition of HRG, which is mostly comprised of lower margin services.
Costs of Acute Care EHR system sales and support decreased by $0.6 million, or 1%, compared to the first nine months of 2021, as the continuing
shift in customer preferences towards a SaaS license model resulted in increased capitalization of contract fulfillment costs. The gross margin on Acute Care EHR system sales and support decreased to 47% during the first nine months of 2022, compared to 49% during the first nine months of 2021, as declining recurring revenues were not indicative of our resource needs, resulting in a dynamic of revenue declines outpacing expense declines.
Costs of Post-acute Care EHR system sales and support increased by $0.6 million, or 18%, compared to the first nine months of 2021, with increased labor and travel costs comprising the majority of the increase. The gross margin on Post-acute Care EHR system sales and support decreased to 68% in the first nine months of 2022, compared to 73% in the first nine months of 2021, as the increase in costs
of sales worked in tandem with a decrease in revenues to reduce margins..
Product Development
Product development costs decreased by $0.6 million, or 2%, compared to the first nine months of 2021, with the primary driver being a $4.9 million, or 80%, increase in product development labor capitalization pursuant to the aforementioned change in our method of estimating the labor costs incurred in developing software assets requiring capitalization under ASC 350-40, Internal Use Software. This increased capitalization rate was partially offset by increased amortization of the related assets and increased costs related to our strategy to migrate to a public cloud environment. Combined, our recent acquisitions of TruCode and HRG resulted in $1.5 million of product development expenses during the first nine months of 2022, compared to only $0.5 million during the first nine months of
2021.
Sales and Marketing
Sales and marketing costs increased by $6.8 million, or 43%, compared to the first nine months of 2021. The first nine months of 2022 marked the return of our in-person National Client Conference, which had migrated to virtual-only sessions since the onset of the COVID-19 pandemic, resulting in incremental expense of $1.1 million. Resource expansion resulted in a $0.9 million increase in payroll costs and an improved sales environment resulted in a $1.3 million increase in commission expenses. Similarly, travel costs have increased by $0.4 million as travel patterns return to pre-COVID-19 levels. Marketing program costs increased by $1.0 million due to more aggressive marketing of our solutions and services combined with specific campaigns to increase brand awareness for our portfolio of companies. Improved confidence in achievement of long-term incentive
targets resulted in an increase in stock-based compensation costs of $0.6 million. Lastly, our recent acquisitions of TruCode and HRG resulted in combined sales and marketing expense of $1.4 million during the first nine months of 2022, compared to only $0.2 million during the first nine months of 2021.
General and Administrative
General and administrative expenses increased by $2.9 million, or 8%, compared to the first nine months of 2021. Volatility in employee health claims coupled with an expanding employee base resulted in a $1.8 million increase in employee benefits costs while expanding resources drove payroll to an increase of $0.6 million and improved confidence in achievement of long-term
35
incentive
targets resulted in an increase in stock-based compensation costs of $0.8 million. Combined, our recent acquisitions of TruCode and HRG resulted in $2.7 million of general and administrative expenses during the first nine months of 2022, compared to only $0.6 million during the first nine months of 2021. These increases in general and administrative expenses were partially offset by a decrease of $2.0 million in severance costs as the aforementioned margin optimization efforts resulted in a significant reduction-in-force during the first nine months of 2021, with no initiatives of such scale during the first nine months of 2022.
Amortization of Acquisition-Related Intangibles
Amortization expense associated with acquisition-related intangible assets increased by $2.8 million, or 28%, compared to the first nine months of 2021, due mostly to the amortization of intangibles acquired
in the TruCode and HRG acquisitions.
Total Operating Expenses
Total operating expenses increased by $11.9 million, or 14%, compared to the first nine months of 2021. As a percentage of total revenues, total operating expenses decreased slightly to 41% of revenues during the first nine months of 2022, compared to 42% during the first nine months of 2021.
Total Other Income (Expense)
Total other income (expense) increased to expense of $2.3 million during the first nine months of 2022 compared to expense of $1.1 million during the first nine months of 2021. Our acquisition of TruCode in May 2021 included a contingent earnout payment of up to $15 million tied to TruCode's earnings before interest, tax, depreciation, and amortization ("EBITDA") (subject to certain pro-forma adjustments)
for the twelve month period concluding on the anniversary date of the acquisition (the "earnout period"). During the first nine months of 2022, $1.0 million of the original $2.5 million contingent consideration estimated in determining the purchase price was reversed as our estimates of TruCode's earnings over the earnout period were less than estimated at the date of acquisition. This gain on contingent consideration was more than offset by increased interest expense, caused by a rising interest rate environment and a higher level of funded debt.
Income Before Taxes
As a result of the foregoing factors, income before taxes increased by $0.2 million in the first nine months of 2022 compared to the first nine months of 2021.
Net income for the first nine months of 2022 increased by $0.3 million to $13.4 million, or $0.91 per basic and diluted share, compared with net income of $13.0 million, or $0.89 per basic and diluted share, for the first nine months of 2021. Net income represented 5.5% of revenue for the first nine months of 2022, compared to 6.3% of revenue for the first nine months of 2021.
Supplemental Segment Information
Our reportable segments have been determined in accordance with ASC 280 - Segment Reporting. We have three reportable operating
segments: TruBridge, Acute Care EHR and Post-acute Care EHR. We evaluate each of our three operating segments based on segment revenues and segment adjusted EBITDA.
Adjusted EBITDA consists of GAAP net income 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) gain on contingent consideration; and (ix) the provision for income taxes. The segment measurements provided to and evaluated by the chief operating decision makers ("CODM") are described in Note 17. These results should be considered in addition to, and not as a substitute for, results reported in
accordance with GAAP.
The following table presents a summary of the revenues and adjusted EBITDA of our three operating segments for the three and nine months ended September 30, 2022 and 2021:
36
Three
Months Ended September 30,
Change
Nine Months Ended September 30,
Change
2022
2021
$
%
2022
2021
$
%
(In
thousands)
Revenues by segment:
TruBridge
$
47,878
$
34,531
$
13,347
39
%
$
139,569
$
98,736
$
40,833
41
%
Acute
Care EHR
30,737
31,126
(389)
(1)
%
90,800
94,578
(3,778)
(4)
%
Post-acute Care
EHR
4,212
4,434
(222)
(5)
%
13,055
13,315
(260)
(2)
%
Adjusted
EBITDA by segment:
TruBridge
$
8,060
$
6,840
$
1,220
18
%
$
27,609
$
20,216
$
7,393
37
%
Acute
Care EHR
4,584
4,773
(189)
(4)
%
13,915
15,650
(1,735)
(11)
%
Post-acute Care
EHR
705
624
81
13
%
1,147
2,487
(1,340)
(54)
%
Segment
Revenues
Refer to the corresponding discussion of revenues for each of our reportable segments previously provided under the Revenues heading of this Management's Discussion and Analysis. There are no intersegment revenues to be eliminated in computing segment revenue.
TruBridge adjusted EBITDA increased by $1.2 million, or 18%, compared to the third quarter of 2021. Revenue growth of of 39% was partially offset by a 440 basis point decrease in gross margins, as growth materialized from lower-margin, resource-intensive service lines. This decrease in gross margins combined
with expanded operating expenses to limit adjusted EBITDA growth despite this dramatic increase in revenues.
Acute Care EHR adjusted EBITDA decreased by $0.2 million, or 4%. The aforementioned decrease in non-recurring revenues caused a $1.4 million decrease in gross profit, which was partially offset by improved operating expenses resulting from increased product development labor capitalization rates.
Post-acute Care EHR adjusted EBITDA increased by $0.1 million, or 13%, as customer attrition caused a moderate revenue decline while our product development resources experienced a favorable shift in workload mix away from support functions and towards capitalizable projects, resulting in significantly decreased operating expenses.
TruBridge adjusted EBITDA increased by $7.4 million, or 37%, compared to the first nine months of 2021. Revenue growth of 41% was partially offset by a 193 basis point decrease in gross margins, as growth materialized from lower-margin, resource-intensive service lines. This decrease in gross margins combined with expanded operating expenses to limit adjusted EBITDA growth despite this dramatic increase in revenues.
Acute Care EHR adjusted EBITDA decreased by $1.7 million, or 11%, as gross margins decreased 148 basis points but overall operating costs decreased as improved labor capitalization rates drove product development expenses lower, mostly offsetting increased costs associated with our sales and marketing efforts (including the resumption of our in-person National
Client Conference) and increased benefits costs.
Post-acute Care EHR adjusted EBITDA decreased by $1.3 million, or 54%. Despite only a slight decrease in related revenues, adjusted EBITDA suffered from the aforementioned gross margin compression of our post-acute care EHR business and increased operating expenses as our product development resources experienced an unfavorable shift in workload mix away from capitalizable projects and towards support functions during the first half of 2022.
Liquidity and Capital Resources
The Company’s liquidity and capital resources were not materially impacted by COVID-19 and related economic conditions during the nine months ended September 30, 2022. For further discussion
regarding the potential future impacts of COVID-19 and related economic conditions on the Company’s liquidity and capital resources, see “COVID-19” in this Management's
37
Discussion and Analysis of Financial Condition and Results of Operations and Part I, "Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2021.
Sources
of Liquidity
As of September 30, 2022, our principal sources of liquidity consisted of cash and cash equivalents of $15.6 million and our remaining borrowing capacity under the revolving credit facility of $86.3 million, compared to $11.4 million of cash and cash equivalents and $79.0 million of remaining borrowing capacity under the revolving credit facility as of December 31, 2021. In conjunction with our acquisition of HHI in January 2016, we entered into a syndicated credit agreement 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 to the Amended and Restated Credit Agreement that further increased the aggregate principal amount of our credit facilities to $260 million, which includes a $70 million term loan facility and a $160 million revolving credit facility.
As of September 30, 2022, we had $142.0 million in principal amount of indebtedness outstanding under the credit facilities. In addition, we had operating lease liabilities totaling approximately $8.1 million payable over the next eight years. We believe that our cash and cash equivalents of $15.6 million as of September 30, 2022, the future operating cash flows of the combined entity, and our remaining borrowing capacity under the revolving
credit facility of $86.3 million as of September 30, 2022, taken together, provide adequate resources to fund ongoing cash requirements for the next twelve months and beyond. We cannot provide assurance that our actual cash requirements will not be greater than we expect as of the date of filing of this Form 10-Q. If sources of liquidity are not available or if we cannot generate sufficient cash flow from operations during the next twelve months, we may be required to obtain additional sources of funds through additional operational improvements, capital market transactions, asset sales or financing from third parties, a combination thereof or otherwise. We cannot provide assurance that these additional sources of funds will be available or, if available, would have reasonable terms.
Operating Cash Flow Activities
Net cash provided
by operating activities decreased by $4.3 million from $34.5 million provided by operations for the nine months ended September 30, 2021 to $30.2 million provided by operations for the nine months ended September 30, 2022. The decrease in cash flows provided by operations is primarily due to disadvantageous changes in working capital, most notably as it relates to an expansion in accounts receivable.
TruBridge customers are billed monthly in arrears, generally within 10 days of the end-date of the respective month of service.As a result, a significant portion of our accounts receivable are unbilled and accrued at the end of each quarterly reporting period.The acquisition of HRG and eventual inclusion of the related accounts
in the TruBridge billing cadence resulted in a significant increase in these unbilled and accrued receivables.This dynamic, coupled with organic revenue growth and timing of customer payments, caused a significant expansion in accounts receivable during the first nine months of 2022, resulting in a $6.9 million detrimental impact to operating cash flows.Comparatively, accounts receivable contracted during the first nine months of 2021, resulting in a benefit to operating cash flows of $1.3 million.
Investing Cash Flow Activities
Net cash used in investing activities decreased by $8.6 million, with $58.4 million used in the nine months ended September 30, 2022 compared to $67.0 million used during the nine months ended September 30,
2021. We completed our $43.7 million acquisition of HRG during the first quarter of 2022. Conversely, we completed our $59.6 million acquisition of TruCode during the second quarter of 2021. In addition, cash outflows for the investment in software development increased from $6.4 million during the first nine months of 2021 to $14.6 million during the first nine months of 2022 due to the aforementioned change in methodology for estimating labor costs eligible for capitalization and a favorable shift in workload mix away from support functions and towards capitalizable projects.
Financing Cash Flow Activities
During the nine months ended September 30, 2022, our financing activities were a net source of cash in the amount of $32.3 million, as $48.0 million in borrowings from our revolving line of credit, used to fund our acquisition
of HRG, were partially offset by long-term debt principal payments of $8.0 million and $8.2 million used to repurchase shares of our common stock, which are treated as treasury stock. Financing activities were a net source of cash in the amount of $37.0 million during the nine months ended September 30, 2021, as $61.0 million in borrowings from our revolving line of credit were partially offset by long-term debt principal payments of $22.8 million and $1.2 million used to repurchase shares of our common stock.
38
On
September 4, 2020, our Board of Directors approved a stock repurchase program to repurchase up to $30.0 million in aggregate amount of the Company's outstanding shares of common stock through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. On July 27, 2022, our Board of Directors extended the expiration of the stock repurchase program to September 4, 2024. These shares may be purchased from time to time throughout the duration of the stock repurchase program depending upon market conditions. Our ability to repurchase shares is subject to compliance with the terms of our Amended and Restated Credit Agreement. Concurrent with
the authorization of this stock repurchase program in September 2020, the Board of Directors opted to indefinitely suspend all quarterly dividends.
Credit Agreement
As of September 30, 2022, we had $68.3 million in principal amount outstanding under the term loan facility and $73.7 million million in principal amount outstanding under the revolving credit facility. Each of our credit facilities continues to bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half of one percent per annum and (c) the one month SOFR rate, subject
to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). The applicable margin range 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 or such earlier date as the obligations under the Amended and Restated Credit Agreement as amended by the First Amendment
become due and payable pursuant to the terms of such agreement. Any principal outstanding under the revolving credit facility is due and payable on the maturity date.
Our credit facilities are secured pursuant to the Amended and Restated Credit Agreement, dated as of June 16, 2020, among the parties identified as obligors therein and Regions, as collateral agent, on a first priority basis by a security interest in substantially all of the tangible and intangible assets (subject to certain exceptions) of the Company and certain subsidiaries of the Company, as guarantors (collectively, the “Subsidiary Guarantors”),
including certain registered intellectual property and the capital stock of certain of the Company’s direct and indirect subsidiaries. Our obligations under the Amended and Restated Credit Agreement are also guaranteed by the Subsidiary Guarantors.
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 requires 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 3.75:1.00 for each quarter through March 31, 2023, after which time the maximum consolidated net leverage ratio will be 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 incremental facilities. The Amended and Restated Credit Agreement also contains customary representations and warranties, affirmative covenants and events of default. We believe that we were in compliance with the covenants contained in such agreement as of September 30, 2022.
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.
39
Backlog
Backlog consists of revenues we reasonably expect to recognize over the next twelve months under all existing contracts, including those with remaining performance obligations that have original expected durations of one year or less and those with fees that are variable in which we estimate
future revenues. The revenues to be recognized may relate to a combination of one-time fees for system sales and recurring fees for support and maintenance and TruBridge services. As of September 30, 2022, we had a twelve-month backlog of approximately $7 million in connection with non-recurring system purchases and approximately $316 million in connection with recurring payments under support and maintenance, Cloud EHR contracts, and TruBridge services, $32 million of which was attributable to HRG. As of September 30, 2021, we had a twelve-month backlog of approximately $6 million in connection with non-recurring system purchases and approximately $272 million in connection with recurring payments under support and maintenance, Cloud EHR contracts,
and TruBridge services.
Bookings
Bookings is a key operational metric used by management to assess the relative success of our sales generation efforts, and were as follows for the three and nine months ended September 30, 2022 and 2021:
Three
Months Ended September 30,
Nine Months Ended September 30,
(In thousands)
2022
2021
2022
2021
TruBridge (1)
$
11,532
$
13,073
37,260
22,009
System
sales and support (2)
Acute Care EHR
7,982
15,298
$
24,565
$
30,437
Post-acute Care EHR
1,024
951
2,909
2,204
Total
system sales and support
9,006
16,249
27,474
32,641
Total bookings
$
20,538
$
29,322
$
64,734
$
54,650
(1)
Generally calculated as the total contract price (for non-recurring, project-related amounts) and annualized contract value (for recurring amounts).
(2) Generally calculated as the total contract price (for system sales) and annualized contract value (for support).
TruBridge bookings during the third quarter of 2022 decreased by $1.5 million, or 12%, from the third quarter of 2021. TruBridge bookings during the third quarter
of 2021 were a then-record, propelled by large international client wins for Get Real Health's patient engagement solutions. The lack of any such large Get Real Health international client wins during the third quarter of 2022 resulted in a decrease in Get Real Health bookings of $5.1 million, which was largely offset by continued strength in our core markets for TruBridge services, particularly as it relates to bookings from our existing EHR customer base. Compared to the first nine months of 2021, TruBridge bookings during the first nine months of 2022 increased by $15.3 million, or 69%, as sales activities during the first nine months of 2021 suffered from a number of incremental headwinds, chief among them being (a) COVID-19 related distractions, including increased infection rates for certain geographies and widespread focus on eventual vaccine rollouts, (b) reorganization transitions related to our February 2021 reduction-in-force, and (c) lower-value regulatory
purchases required by the Centers for Medicare and Medicaid Services' Hospital Price Transparency mandate requiring hospitals to provide clear, accessible pricing information online. These topics disproportionately dominated sales discussions and resources, with the related headwinds beginning to dissipate during the third quarter of 2021.
Acute Care EHR bookings during the third quarter of 2022 decreased by $7.3 million, or 48%, compared to the third quarter of 2021 and decreased by $5.9 million during the first nine months of 2022, or 19%, compared to the first nine months of 2021 as the decision environment for new system sales arrangements has proven particularly challenging.
Post-acute Care EHR bookings during the third quarter of 2022 increased by $0.1 million, or 8%, over the third quarter of 2021 and increased by $0.7 million during
the first nine months of 2022, or 32%, over the first nine months of 2021 as the improved sales environment worked in tandem with recent product innovations designed to improve the competitive position of our AHT products.
40
Critical Accounting Policies and Estimates
Our Management Discussion and Analysis is based upon our condensed consolidated financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make subjective or complex
judgments that may affect the reported financial condition and results of operations. We base our estimates on historical experience and other assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the reported values of assets, liabilities, revenues, expenses and other financial amounts that are not readily apparent from other sources. Actual results may differ from these estimates and these estimates may differ under different assumptions or conditions. We continually evaluate the information used to make these estimates as our business and the economic environment changes.
In our Annual Report on Form 10-K for the year ended December 31, 2021, we identified our critical accounting polices and estimates related to revenue recognition, allowance for credit losses, income taxes, business combinations,
including purchased intangible assets, and software development costs. There have been no significant changes to these critical accounting policies during the nine months ended September 30, 2022.
41
Item 3.
Quantitative
and Qualitative Disclosures about Market Risk.
Our exposure to market risk relates primarily to the potential change in the Secured Overnight Financing Rate ("SOFR"), which replaced the British Bankers Association London Interbank Offered Rate ("LIBOR") as the new banchmark interest rate for our credit facililties. We had $142.0 million of outstanding borrowings under our credit facilities with Regions Bank at September 30, 2022. The term loan facility and revolving credit facility bear interest at a rate per annum equal to an applicable margin plus, at our option, either (1) the Adjusted SOFR rate for the relevant interest period, subject to a floor of 0.50%, (2) an alternate base rate determined by reference to the greater of (a) the prime lending rate of Regions, (b) the federal funds rate for the relevant interest period plus one half
of one percent per annum and (c) the one month SOFR rate, subject to the aforementioned floor, plus one percent per annum, or (3) a combination of (1) and (2). Accordingly, we are exposed to fluctuations in interest rates on borrowings under the credit facilities. A one hundred basis point change in interest rate on our borrowings outstanding as of September 30, 2022 would result in a change in interest expense of approximately $1.4 million annually.
We did not have investments and do not utilize derivative financial instruments to manage our interest rate risks.
Item 4.
Controls
and Procedures.
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are designed to provide reasonable assurance that the information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), is recorded, processed, summarized and reported within the time periods specified in the rules and forms promulgated by the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Because of the inherent limitations to the effectiveness of any system of disclosure controls and procedures, no evaluation of disclosure controls and procedures
can provide absolute assurance that all control issues and instances of fraud, if any, with a company have been prevented or detected on a timely basis. Even disclosure controls and procedures determined to be effective can only provide reasonable assurance that their objectives are achieved.
As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) pursuant to Rule 13a-15 of the Exchange Act. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective at the reasonable assurance level.
Changes in Internal
Control over Financial Reporting
On March 1, 2022, we acquired HRG, as further described in Note 4 of the notes to the condensed consolidated financial statements. We continue to integrate policies, processes, people, technology, and operations for our combined operations, and we will continue to evaluate the impact of any related changes to internal control over financial reporting during the fiscal year.
There were no changes in the Company’s internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)) during the quarter ended September 30, 2022 that have materially affected, or are reasonably likely to materially affect, the
Company’s internal control over financial reporting.
Consistent with the guidance issued by the Securities and Exchange Commission that an assessment of internal control over financial reporting of a recently acquired business may be omitted from management's evaluation, management has excluded HRG, which was acquired March 1, 2022, from its assessment. The assets of HRG excluded from our assessment represented approximately 11% of the Company's total assets as of September 30, 2022 and approximately 1% of the Company's consolidated revenues for the nine months ended September 30, 2022.
42
PART
II
OTHER INFORMATION
Item 1.
Legal Proceedings.
From time to time, we are involved in routine litigation that arises in the ordinary course of business. We are not currently involved in any claims outside the ordinary course of business that are material to our financial condition or results of operations.
Item 1A.
Risk
Factors.
In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2021, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10-K are not the only risks facing our Company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial also may materially adversely affect our business, financial condition or operating results. There have been no material changes to the risk factors disclosed in Part 1, "Item 1A. Risk Factors" in our Annual Report on Form 10-K.
Item 2.
Unregistered
Sales of Equity Securities and Use of Proceeds.
Repurchases of Equity Securities
The following table provides information about our repurchases of common stock during the three months ended September 30, 2022:
Period
Total Number of Shares Purchased
Average Price
Paid per Share
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs(1)
Approximate Dollar Value of Shares That May Yet Be Purchased Under the Plans or Programs(2)
(1)
Shares purchased during the three months ended September 30, 2022 pursuant to our previously announced stock repurchase program.
(2) On September 4, 2020, our Board of Directors approved a stock repurchase program under which we were authorized to repurchase up to $30.0 million of our common stock through September 3, 2022. On July 27, 2022, the Board of Directors extended the expiration date of the stock repurchase program to September 4, 2024. Any future stock repurchase transactions may be made through open market purchases, privately-negotiated transactions, or otherwise in compliance with Rule 10b-18 under the Securities
Exchange Act of 1934, as amended.
Item 3.
Defaults Upon Senior Securities.
Not applicable.
Item 4.
Mine
Safety Disclosures.
Not applicable.
43
Item 5.
Other Information.
None.
44
Item 6.
Exhibits.
2.1
First
Amendment to Stock Purchase Agreement, dated June 28, 2022, by and among Computer Programs and Systems, Inc., Healthcare Resource Group, Inc., the Sellers named therein, and the Securityholder Representative
The following financial statements from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022, formatted in inline eXtensible Business Reporting Language (iXBRL): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Income, (iii) Condensed Consolidated Statement of Stockholders' Equity, (iv) Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial
Statements
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)
*Certain annexes and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. CPSI hereby agrees to furnish supplementally copies of any of the omitted documents to the SEC upon its request.
45
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
